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As filed with the Securities and Exchange Commission on May 6, 2005
 
Registration No. 333-

	

SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

 
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
 
BRANDYWINE REALTY TRUST
BRANDYWINE OPERATING PARTNERSHIP, L.P.	
(Exact name of each Registrant as specified in its charter)	
 
Maryland	23-2413352	
Delaware	23-2862640	
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)	

 
For Co-Registrants, please see “Table of Co-Registrants” on the following page.

 
401 Plymouth Road, Suite 500
Plymouth Meeting, Pennsylvania  19462
Telephone:  (610) 325-5600
(Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices)
 
Gerard H. Sweeney
President and Chief Executive Officer
401 Plymouth Road, Suite 500
Plymouth Meeting, Pennsylvania  19462
Telephone:  (610) 325-5600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
With a copy to:
Michael H. Friedman, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, Pennsylvania  19103-2799
(215) 981-4000

 
          Approximate date of commencement of proposed sale to the public:  From time to time after this Registration Statement becomes effective as determined by market conditions and other factors.
 
          If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  
 
          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  
 
          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  
 
          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  
 
          If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  

	

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Calculation of Registration Fee
 
Title of each class of securities
to be registered (1)	 	Amount to be
registered (2)	 	Proposed maximum
offering price
per unit	 	Proposed maximum
aggregate
offering price (2) (3)	 	Amount of
registration fee (2)	 	
	 		 		 		 		 	
Common Shares of Beneficial Interest, $.01 par value per share (4) (5)
Preferred Shares of Beneficial
Interest, $.01 par value per share (6)
Depositary Shares (7)
Warrants (8)	 	$750,000,000	 	 	(9)	 	$750,000,000	 	$88,275	 	
Debt Securities	 	$750,000,000 (10)	 	 	(9)	 	$750,000,000 (10)	 	$88,275	 	
Guarantees	 	(11)	 	 	(9)	 	(11)	 	(11)	 	

(1)	The Debt Securities will be issued by Brandywine Operating Partnership, L.P.  The Guarantees will be issued by Brandywine Realty Trust and the subsidiaries of Brandywine Operating Partnership, L.P. listed on the Table of Co-Registrants below.  All other securities registered hereby will be issued by Brandywine Realty Trust.  This Registration Statement also covers delayed delivery contracts that may be issued by Brandywine Realty Trust under which the counterparty may be required to purchase Preferred Shares, Common Chares or Depositary Shares.  The securities registered hereby may be sold separately, together or in units with other securities registered hereby.	
 	 	
(2)	In U.S. dollars or the equivalent thereof in any other currency, currency units, or composite currencies at the dates of issuance.  This Registration Statement also includes any securities issuable upon splits or similar transactions pursuant to Rule 416 under the Securities Act.  Pursuant to Rule 429 under the Securities Act, this amount includes $531,682,500 of securities being carried forward by Brandywine Realty Trust and $225,000,000 of securities being carried forward by Brandywine Operating Partnership, L.P. from an earlier Registration Statement of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. on Form S-3 (No. 333-117078), which have not been sold.  The registration fee of $95,025 relating to the securities being carried forward is also being carried forward.	
 	 	
(3)	Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(o) under the Securities Act.  The proposed maximum offering price per unit will be determined from time to time by the respective registrant in connection with the issuance by such registrant of the securities registered hereby.  No separate consideration will be received for Common Shares that are issued upon conversion of Preferred Shares or Depositary Shares registered hereunder. The aggregate maximum offering price of Common Shares, Preferred Shares, Depository Shares and Warrants issued pursuant to this Registration Statement will not exceed $750,000,000.	
 	 	
(4)	Such indeterminate number of Common Shares as may from time to time be issued at indeterminate prices or issuable upon conversion of Preferred Shares or Depositary Shares registered hereunder or upon exercise of warrants registered hereunder.	
 	 	
(5)	The aggregate amount of Common Shares registered hereunder is limited, solely for purposes of any at the market offerings, to that which is permissible under Rule 415(a)(4) of the Securities Act.	
 	 	
(6)	Such indeterminate number of Preferred Shares as may from time to time be issued at indeterminate prices.	
 	 	
(7)	To be represented by depositary receipts representing an interest in all or a specified portion of a Preferred Share.	
 	 	
(8)	Such indeterminate number of Warrants entitling the holders thereof to purchase Preferred Shares, Common Shares and/or Depositary Shares, which may be sold separately, together or in units with other securities registered hereby. 	
 	 	
(9)	Omitted pursuant to General Instruction II.D. of Form S-3 under the Securities Act.	
 	 	
(10)	In the event that any Debt Securities are issued at any original issuance discount, such greater amount as shall result in proceeds to the registrant of $750,000,000.	
 	 	
(11)	Debt Securities issued by Brandywine Operating Partnership, L.P. will be accompanied by Guarantees issued by Brandywine Realty Trust and by the subsidiary Co-Registrants listed in the Table of Co-Registrants below.  None of the proceeds will be received by Brandywine Realty Trust (or by any of the subsidiary Co-Registrants listed in the Table of Co-Registrants below) for the Guarantees.  Pursuant to Rule 457(n) under the Securities Act, no separate filing fee for the Guarantees is required.	
 
The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

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TABLE OF CO-REGISTRANTS
 
Name of Registrant as Specified in its Charter	 	State or Other
Jurisdiction of
Incorporation
or Organization	 	I.R.S. Employer
Identification Number	
	 		 		
AAPOP 2, L.P.	 	Delaware	 	23-2901049	
Brandywine Ambassador, L.P.	 	Pennsylvania	 	23-3012908	
Brandywine Central L.P.	 	Pennsylvania	 	23-1946970	
Brandywine Cira, L.P.	 	Pennsylvania	 	20-0342137	
Brandywine F.C., L.P.	 	Pennsylvania	 	20-1238432	
Brandywine Grande B, L.P.	 	Delaware	 	23-2977952	
Brandywine Metroplex, L.P.	 	Pennsylvania	 	23-3064291	
Brandywine P.M., L.P.	 	Pennsylvania	 	23-2947776	
Brandywine TB Florig, L.P.	 	Pennsylvania	 	23-3076172	
Brandywine TB Inn, L.P.	 	Pennsylvania	 	23-3081409	
Brandywine TB I, L.P.	 	Pennsylvania	 	23-2947784	
Brandywine TB II, L.P.	 	Pennsylvania	 	23-2947790	
Brandywine TB V, L.P.	 	Pennsylvania	 	23-2947794	
Brandywine TB VI, L.P.	 	Pennsylvania	 	23-2971995	
Brandywine TB VIII, L.P.	 	Pennsylvania	 	23-3076170	
C/N Iron Run Limited Partnership III	 	Pennsylvania	 	23-2895861	
C/N Leedom Limited Partnership II	 	Pennsylvania	 	23-2877566	
C/N Oaklands Limited Partnership I	 	Pennsylvania	 	23-2877569	
C/N Oaklands Limited Partnership III	 	Pennsylvania	 	23-2877558	
e-Tenants.com Holding, L.P.	 	Pennsylvania	 	23-3076174	
Fifteen Horsham, L.P.	 	Pennsylvania	 	23-2877570	
Iron Run Limited Partnership V	 	Pennsylvania	 	23-2877557	
LC/N Horsham Limited Partnership	 	Pennsylvania	 	23-2877563	
LC/N Keith Valley Limited Partnership I	 	Pennsylvania	 	23-2877564	
Newtech IV Limited Partnership	 	Pennsylvania	 	23-2877568	
Nichols Lansdale Limited Partnership III	 	Pennsylvania	 	23-2877561	
Witmer Operating Partnership I, L.P.	 	Delaware	 	23-2877571	
100 Arrandale Associates, L.P.	 	Pennsylvania	 	23-2864652	
111 Arrandale Associates, L.P.	 	Pennsylvania	 	23-2853429	
440 Creamery Way Associates, L.P.	 	Pennsylvania	 	23-2565917	
442 Creamery Way Associates, L.P.	 	Pennsylvania	 	23-2561338	
481 John Young Way Associates, L.P.	 	Pennsylvania	 	23-2853426	
Interstate Center Associates	 	Virginia	 	54-1815494	
IR Northlight II Associates	 	Pennsylvania	 	23-2926116	
Plymouth TFC General Partnership	 	Pennsylvania	 	23-2941286	
BTRS, Inc.	 	Delaware	 	23-3084141	
Southpoint Land Holdings, Inc.	 	Pennsylvania	 	23-2557504	
Valleybrooke Land Holdings, Inc.	 	Pennsylvania	 	23-2552215	
Brandywine Ambassador, L.L.C.	 	Pennsylvania	 	23-3012909	
Brandywine Charlottesville LLC	 	Virginia	 	54-1991092	
Brandywine Christina LLC	 	Delaware	 	23-3101977	
Brandywine Cira, LLC	 	Pennsylvania	 	20-0342081	
Brandywine Dabney, L.L.C.	 	Delaware	 	23-2977512	
Brandywine Dominion, L.L.C.	 	Pennsylvania	 	23-2947771	
Brandywine F.C., L.L.C.	 	Pennsylvania	 	20-1238298	
Brandywine Grande B, LLC	 	Delaware	 	20-1244735	
Brandywine Greentree V, LLC	 	Delaware	 	20-1365606	
Brandywine Interstate 50, L.L.C.	 	Delaware	 	23-2983152	
Brandywine – Main Street, LLC	 	Delaware	 	23-2907342	
Brandywine Metroplex LLC	 	Pennsylvania	 	23-3064290	
Brandywine P.M., L.L.C.	 	Pennsylvania	 	23-2947779	
Brandywine Piazza, L.L.C.	 	New Jersey	 	23-3640190	
Brandywine Plaza 1000, L.L.C.	 	New Jersey	 	22-3640196	
Brandywine Promenade, L.L.C.	 	New Jersey	 	23-3640188	
Brandywine TB Florig, LLC	 	Pennsylvania	 	23-3076168	

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Name of Registrant as Specified in its Charter	 	State or Other
Jurisdiction of
Incorporation
or Organization	 	I.R.S. Employer
Identification Number	
	 		 		
Brandywine TB Inn, L.L.C.	 	Pennsylvania	 	23-3081407	
Brandywine TB I, L.L.C.	 	Pennsylvania	 	23-2947782	
Brandywine TB II, L.L.C.	 	Pennsylvania	 	23-2947787	
Brandywine TB V, L.L.C.	 	Pennsylvania	 	23-2947792	
Brandywine TB VI, L.L.C.	 	Pennsylvania	 	23-2971993	
Brandywine TB VIII, L.L.C.	 	Pennsylvania	 	23-3076169	
Brandywine Trenton Urban Renewal, L.L.C.	 	Delaware	 	52-2088312	
Brandywine Witmer, L.L.C.	 	Pennsylvania	 	23-2947796	
Christiana Center Operating Company III LLC	 	Delaware	 	23-3032421	
e-Tenants LLC	 	Delaware	 	23-3040699	
Brandywine Byberry LP	 	Delaware	 	20-2392951	
Brandywine Midatlantic LP	 	Delaware	 	23-2940643	
OLS Office Partners, L.P.	 	Delaware	 	23-3000010	
Radnor Center Associates	 	Pennsylvania	 	23-2767843	
Radnor Properties Associates-II, L.P.	 	Delaware	 	23-3074619	
Radnor Properties-SDC, L.P.	 	Delaware	 	23-3074633	
Radnor Properties-200 RC Holdings, L.P.	 	Delaware	 	16-1714258	
Radnor Properties-200 RC, L.P.	 	Delaware	 	23-3074635	
Radnor Properties-201 KOP, L.P.	 	Delaware	 	23-3074626	
Radnor Properties-555 LA, L.P.	 	Delaware	 	23-3074630	
Brandywine Byberry LLC	 	Delaware	 	20-2168640	
Brandywine Midatlantic LLC	 	Delaware	 	20-1626311	
Brandywine One Logan LLC	 	Pennsylvania	 	23-2984508	
Brandywine One Rodney Square LLC	 	Delaware	 	23-3091086	
Brandywine Radnor Center LLC	 	Pennsylvania	 	23-3066194	
Brandywine Radnor 200 Holdings LLC	 	Delaware	 	20-2215308	
Brandywine 300 Delaware LLC	 	Delaware	 	51-0391799	
Radnor GP, L.L.C.	 	Delaware	 	23-3063212	
Radnor GP-SDC, L.L.C.	 	Delaware	 	23-3074632	
Radnor GP-200 RC, L.L.C.	 	Delaware	 	23-3074634	
Radnor GP-201 KOP, L.L.C.	 	Delaware	 	23-3074624	
Radnor GP-555 LA, L.L.C.	 	Delaware	 	23-3074629	

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The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
SUBJECT TO COMPLETION DATED                   , 2005

 
PROSPECTUS
 
BRANDYWINE REALTY TRUST
 
$750,000,000
 
Preferred Shares, Common Shares, Depositary Shares and Warrants

 
BRANDYWINE OPERATING PARTNERSHIP, L.P.
 
$750,000,000
 
Debt Securities

 
Brandywine Realty Trust may offer from time to time its common shares, preferred shares, depository shares or warrants with a total initial offering price of up to $750,000,000 under this prospectus.
 
The common shares of Brandywine Realty Trust are listed on the New York Stock Exchange under the symbol “BDN.”
 
Brandywine Operating Partnership, L.P. may offer from time to time its debt securities in one or more series with a total initial offering price of up to $750,000,000 under this prospectus.  Brandywine Realty Trust and certain of the wholly-owned subsidiaries of Brandywine Operating Partnership, L.P. will unconditionally guarantee the payment obligations of the debt securities.
 
We will offer the securities at prices and on the terms to be determined at the time of offering.  We will provide specific terms of these securities in prospectus supplements to this prospectus.
 
We may sell the securities through underwriters, dealers or agents or directly to investors.
 
You should read this prospectus and the applicable prospectus supplement carefully before you invest in any securities described in this prospectus.

 
You should carefully read and consider the risk factors included in the applicable prospectus supplement and in our periodic reports and other information that we file with the Securities and Exchange Commission before investing in our securities.

 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.  Any representation to the contrary is a criminal offense.
 
The date of this prospectus is                  , 2005

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TABLE OF CONTENTS
 
 	Page	
 		
About This Prospectus	1	
 	 	
Where You Can Find More Information	1	
 	 	
Cautionary Statement Concerning Forward-Looking Statements	3	
 	 	
Brandywine and the Operating Partnership	4	
 	 	
Use of Proceeds	5	
 	 	
Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Share Distributions	5	
 	 	
Description of Debt Securities	6	
 	 	
Description of Shares of Beneficial Interest	24	
 	 	
Description of Depositary Shares	29	
 	 	
Description of Warrants	33	
 	 	
Provisions of Maryland Law and of Brandywine’s Declaration of Trust and Bylaws	34	
 	 	
Material Federal Income Tax Consequences	38	
 	 	
Plan of Distribution	52	
 	 	
Experts	54	
 	 	
Legal Matters	54	
 
          You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement.  We have not authorized any dealer, salesman or other person to provide you with additional or different information.  This prospectus and any prospectus supplement are not an offer to sell or the solicitation of an offer to buy any securities other than the securities to which they relate and are not an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction.  You should not assume that the information in this prospectus or any prospectus supplement or in any document incorporated by reference in this prospectus or any prospectus supplement is accurate as of any date other than the date of the document containing the information.

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ABOUT THIS PROSPECTUS
 
          This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission utilizing a “shelf” registration process.  Under the shelf registration statement, Brandywine Realty Trust may sell any combination of common shares, preferred shares, depositary shares and warrants in one or more offerings with a total offering price of up to $750,000,000, and Brandywine Operating Partnership, L.P. may sell debt securities of various terms in one or more offerings with a total offering price of up to $750,000,000.
 
          As used in this prospectus and the registration statement on Form S-3 of which this prospectus is a part, unless the context otherwise requires, references to “Brandywine” refer to Brandywine Realty Trust, a Maryland real estate investment trust, or “REIT”; references to the “Operating Partnership” refer to Brandywine Operating Partnership, L.P., a Delaware limited partnership; and references to “we,” “us,” “our” or similar expressions refer collectively to Brandywine Realty Trust and its consolidated subsidiaries (including the Operating Partnership) unless the context otherwise indicates.
 
          This prospectus provides you with a general description of the securities that we may offer.  Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering.  The prospectus supplement may also add, update or change information contained in this prospectus.  Before you invest, you should read both this prospectus and the applicable prospectus supplement together with the additional information described under the next heading.
 
WHERE YOU CAN FIND MORE INFORMATION
 
          Brandywine files, and the Operating Partnership will file, annual, quarterly and special reports, proxy statements (in the case of Brandywine) and other information with the SEC.  
 
          You may read and copy materials that we have filed with the SEC, including the registration statement, at the following location:
 
 	Public Reference Room	
 	450 Fifth Street, N.W.	
 	Room 1024	
 	Washington, D.C.  20549	
 
          You may obtain information on the operation of the SEC’s Public Reference Rooms by calling the SEC at 1-800-SEC-0330.
 
          The SEC also maintains an Internet web site that contains reports, proxy statements and other information regarding issuers, including us, that file electronically with the SEC.  The address of that site is http://www.sec.gov.  In addition, you may inspect reports, proxy statements and other information concerning us at the offices of the New York Stock Exchange, which are located at 20 Broad Street, New York, New York 10005.
 
          The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to another document filed separately with the SEC.  The information incorporated by reference is considered to be part of this prospectus, and information we file later with the SEC will be deemed to automatically update and supersede this information.  We incorporate by reference the documents listed below, which we previously have filed with the SEC and which are considered part of this prospectus, and any future filings made by us with the SEC prior to completion of this offering under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (except for information furnished in any such documents).  We also incorporate by reference any filings made under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement (except for information furnished in any such documents).  These filings contain important information about us.
 
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Report Filed	 	Date of Filing	
	 		
 	Annual Report on Form 10-K for the year ended December 31, 2004 of Brandywine Realty Trust	 	March 14, 2005	
 	Current Report on Form 8-K of Brandywine Realty Trust*	 	September 3, 2004	
 	Current Report on Form 8-K of Brandywine Realty Trust	 	February 15, 2005	
 	Current Report on Form 8-K of Brandywine Realty Trust	 	April 25, 2005	
 	Current Report on Form 8-K of Brandywine Realty Trust	 	May 6, 2005	
 	Annual Report on Form 10-K of Brandywine Operating Partnership, L.P.	 	March 16, 2005	
 	Current Report on Form 8-K of Brandywine Operating Partnership, L.P.	 	September 3, 2004	
 	Current Report on Form 8-K of Brandywine Operating Partnership, L.P.	 	February 15, 2005	
 	Current Report on Form 8-K of Brandywine Operating Partnership, L.P.	 	April 25, 2005	
 	Current Report on Form 8-K of Brandywine Operating Partnership, L.P.	 	May 6, 2005	
 	Registration Statement on Form 8-A of Brandywine Realty Trust	 	October 14, 1997	
 	Registration Statement on Form 8-A of Brandywine Realty Trust	 	December 29, 2003	
 	Registration Statement on Form 8-A of Brandywine Realty Trust	 	February 5, 2004	

 	*Brandywine Realty Trust filed two Current Reports on Form 8-K on September 3, 2004, and we are incorporating herein by reference only the Current Report filed by it on such date that reported solely under Item 9.01 (relating to financial statements of the Rubenstein Portfolio (as identified therein) and pro forma financial information).	
 
          You can obtain copies of any of the documents incorporated by reference in this prospectus from us or, as described above, through the SEC or the SEC’s web site which is at http://www.sec.gov.  Documents incorporated by reference are available from us, without charge, excluding all exhibits unless specifically incorporated by reference as an exhibit to this prospectus.  You may obtain documents incorporated by reference in this prospectus by writing to us at the following address or calling us at the telephone number listed below:
 
BRANDYWINE REALTY TRUST or
BRANDYWINE OPERATING PARTNERSHIP, L.P.
401 Plymouth Road, Suite 500
Plymouth Meeting, PA  19462
Attention:  General Counsel
Telephone:  (610) 325-5600
 
          We also maintain a web site at http://www.brandywinerealty.com through which you can obtain copies of documents that we have filed with the SEC.  The contents of that site are not incorporated by reference in or otherwise a part of this prospectus.
 
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CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS
 
          This prospectus, including the information incorporated by reference into this prospectus, and any prospectus supplement, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Exchange Act.  We caution investors that forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” or the negative of these words, or other similar words or terms. Factors which could materially and adversely affect us include, but are not limited to the following:
 
 	•	changes in economic conditions generally and the real estate market specifically;	
 	 	 	
 	•	legislative/regulatory changes, including changes to laws governing the taxation of REITs;	
 	 	 	
 	•	availability of debt and equity capital;	
 	 	 	
 	•	interest rate fluctuations;	
 	 	 	
 	•	competition;	
 	 	 	
 	•	supply and demand for properties in our current and proposed market areas;	
 	 	 	
 	•	accounting principles;	
 	 	 	
 	•	policies and guidelines applicable to REITs; and	
 	 	 	
 	•	environmental risks, tenant bankruptcies and the other matters described under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004.	
 
All of these factors should be considered in evaluating any forward-looking statements included or incorporated by reference in this prospectus or any accompanying prospectus supplement.
 
          Given these uncertainties, we caution prospective investors not to place undue reliance on these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements included or incorporated by reference in this prospectus or any accompanying prospectus supplement, whether as a result of new information, future events or otherwise. In light of the factors referred to above, the future events discussed in or incorporated by reference in this prospectus or any accompanying prospectus supplement may not occur and actual results, performance or achievement could differ materially from that anticipated or implied in the forward-looking statements.
 
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BRANDYWINE AND THE OPERATING PARTNERSHIP
 
          Brandywine is a self-administered and self-managed REIT active in acquiring, developing, redeveloping, leasing and managing office and industrial properties.  As of March 31, 2005, we owned 223 office properties, 23 industrial facilities and one mixed-use property containing an aggregate of approximately 19.2 million net rentable square feet (excluding two office properties held by two consolidated real estate ventures in which we own interests).  In addition, as of March 31, 2005, we held interests in nine unconsolidated real estate ventures that we formed with third parties to develop or own commercial properties.  Our properties are located in the office and industrial markets in and surrounding Philadelphia, Pennsylvania; Wilmington, Delaware; Southern and Central New Jersey; and Richmond, Virginia.  
 
          Brandywine was organized and commenced operations in 1986 as a Maryland REIT.  The Operating Partnership was formed and commenced operations in 1996 as a Delaware limited partnership.  Brandywine owns its assets and conducts its operations through the Operating Partnership.  Brandywine controls the Operating Partnership as its sole general partner and, as of March 31, 2005, Brandywine owned an approximately 96.4% interest in the Operating Partnership.  
 
          Our executive offices are located at 401 Plymouth Road, Suite 500, Plymouth Meeting, Pennsylvania 19462 and our telephone number is (610) 325-5600.  We have an internet website at www.brandywinerealty.com.  We are not incorporating by reference in this prospectus any material from our website.  The reference to our website is an inactive textual reference to the uniform resource locator (URL) and is for your reference only.
 
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USE OF PROCEEDS
 
          Unless otherwise indicated in the applicable prospectus supplement, Brandywine Realty Trust will contribute or otherwise transfer the net proceeds of any sale of any of its securities to the Operating Partnership in exchange for additional partnership interests in the Operating Partnership, the economic terms of which will be substantially identical to those of the securities sold.  Unless otherwise indicated in the applicable prospectus supplement, the Operating Partnership will use those net proceeds and any net proceeds from the sale of any of its debt securities for general business purposes, including, without limitation, repayment of outstanding debt and the acquisition or development of office and industrial properties.
 
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED SHARE DISTRIBUTIONS
 
          The following table sets forth the Operating Partnership’s ratios of earnings to fixed charges for the periods indicated.
 
 	 	For the three
months
ended	 	For the years
ended December 31,	 	
 	 		 		 	
 	 	March 31,
2005	 	2004	 	2003	 	2002	 	2001	 	2000	 	
 	 		 		 		 		 		 		 	
Ratio of earnings to fixed charges	 	 	1.39	 	 	1.94	 	 	2.34	 	 	1.77	 	 	1.29	 	 	1.50	 	

          For the purpose of calculating the ratios of earnings to fixed charges, earnings have been calculated by adding fixed charges to income from continuing operations of the Operating Partnership, less capitalized interest and income from unconsolidated equity method investments not distributed.  Fixed charges consist of interest costs, whether expensed or capitalized, amortization of deferred financing costs, amortization of discounts or premiums related to indebtedness and the Operating Partnership’s share of interest expense from unconsolidated equity method investments.
 
          The following table sets forth Brandywine’s ratios of earnings to combined fixed charges and preferred share distributions for the periods indicated.
 
 	 	For the three
months
ended	 	For the years
ended December 31,	 	
 	 		 		 	
 	 	March 31,
2005	 	2004	 	2003	 	2002	 	2001	 	2000	 	
 	 		 		 		 		 		 		 	
Ratio of earnings to combined fixed charges and preferred share distributions	 	 	1.27	 	 	1.65	 	 	1.79	 	 	1.39	 	 	1.03	 	 	1.21	 	

          For the purpose of calculating the ratios of earnings to combined fixed charges and preferred share distributions, earnings have been calculated by adding minority interest attributable to continuing operations and fixed charges to income from continuing operations of Brandywine, less capitalized interest, income from unconsolidated equity method investments not distributed and preferred distributions of consolidated subsidiaries.  Fixed charges consist of interest costs, whether expensed or capitalized, amortization of deferred financing costs, amortization of discounts or premiums related to indebtedness, Brandywine’s share of interest expense from unconsolidated equity method investments and preferred distributions of consolidated subsidiaries.  Preferred distributions includes income allocated to holders of Brandywine’s preferred shares.
 
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DESCRIPTION OF DEBT SECURITIES
 
          The following summary sets forth the general terms and provisions of the indenture under which the debt securities will be issued by the Operating Partnership.  The particular terms and provisions of the debt securities with respect to a specific offering of debt securities will be set forth in the applicable prospectus supplement.  This summary of general terms and provisions of the indenture and the debt securities does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the indenture and those debt securities.
 
          The debt securities will be issued by the Operating Partnership under the indenture dated as of October 22, 2004, as amended or supplemented from time to time, among the Operating Partnership, Brandywine, certain subsidiaries of the Operating Partnership, as guarantors, and The Bank of New York as trustee.  The indenture is filed as an exhibit to the registration statement of which this prospectus is a part and will be available for inspection at the corporate trust office of the trustee or as described under “Where You Can Find More Information.”  The indenture is qualified under, subject to, and governed by, the Trust Indenture Act of 1939, as amended.
 
          All section references appearing herein are to sections of the indenture, and capitalized terms used but not defined herein will have the respective meanings set forth in the indenture.  
 
General
 
          The debt securities will be direct, unsecured obligations of the Operating Partnership.  Except for any series of debt securities which is expressly subordinated to other indebtedness of the Operating Partnership, the debt securities will rank equally with all other unsecured and unsubordinated indebtedness of the Operating Partnership.  Under the indenture, the debt securities may be issued without limit as to aggregate principal amount, in one or more series, as established from time to time pursuant to authority granted by a resolution of the Board of Trustees of Brandywine as sole general partner of the Operating Partnership or as established in one or more supplemental indentures to the indenture.  All of the debt securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the holders of the debt securities of that series, for issuances of additional debt securities of that series (Section 301).  All debt securities of a particular series shall be substantially identical except as to denomination, date of issuance, issue price and the date from which interest, if any, shall accrue.
 
          All of the debt securities will be fully and unconditionally guaranteed as to payment of principal and premium, if any, and interest by Brandywine and substantially all of the subsidiaries of the Operating Partnership  (collectively, the “Subsidiary Guarantors” and, together with Brandywine, the “Guarantors”) which on the date hereof guarantee our obligations under the Credit Agreement, dated as of May 24, 2004, as amended by Amendment No. 1 dated as of September 10, 2004, among the Operating Partnership, Brandywine, the lenders party thereto and JPMorgan Chase Bank, as administrative agent (which Credit Agreement, together with any successor credit agreement thereto (whether by renewal, replacement, refinancing or otherwise) that is the principal credit agreement of the Operating Partnership or Brandywine (taking into account the maximum principal amount available to be borrowed thereunder, the recourse nature of the agreement and such other factors as Brandywine and the Operating Partnership deem reasonable in light of the circumstances) is hereinafter referred to as the  “Credit Agreement”).  In addition, the indenture provides that if, in the future, any of our subsidiaries which is a “significant subsidiary” (as defined in Regulation S-X promulgated under the Securities Act) guarantees our obligations under the Credit Agreement, that subsidiary will be required to provide a full and unconditional guaranty as to payment of principal and premium, if any, and interest on the debt securities not later than 180 days following the date on which that subsidiary becomes a guarantor under the Credit Agreement.  If for any reason, the obligations of a Subsidiary Guarantor terminate under the Credit Agreement (including, without limitation, upon agreement of the lenders thereunder or upon the replacement thereof with a credit facility not requiring such guarantees or upon such Subsidiary Guarantor ceasing to be a subsidiary of the Operating Partnership), such Subsidiary Guarantor will be deemed released from all of its obligations under the indenture and its guarantee will terminate (Sections 1401 and 1404). 
 
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          The indenture provides that there may be more than one trustee for any one or more series of debt securities.  Any trustee under the indenture may resign or be removed with respect to one or more series of debt securities, and a successor trustee may be appointed to act with respect to that series (Section 610).  Except as otherwise indicated in this prospectus or the applicable prospectus supplement, any action to be taken by the trustee may be taken by each such trustee with respect to, and only with respect to, the one or more series of debt securities for which it is trustee under the indenture.
 
Terms
 
          The applicable prospectus supplement relating to the series of debt securities being offered will describe the specific terms and provisions of those debt securities, including the following:
 
 	(1)	the title of the debt securities;	
 	 	 	
 	(2)	the aggregate principal amount of the debt securities and any limit on that aggregate principal amount;	
 	 	 	
 	(3)	the percentage of the principal amount at which the debt securities will be issued and, if other than the principal amount thereof, the portion of the principal amount payable upon declaration of acceleration of the maturity thereof;	
 	 	 	
 	(4)	the date or dates, or the manner of determining the date or dates, on which the principal of the debt securities will be payable; 	
 	 	 	
 	(5)	the rate or rates (which may be fixed or variable), or the method by which the rate or rates will be determined, at which the debt securities will bear interest, if any;	
 	 	 	
 	(6)	the date or dates, or the method for determining the date or dates, from which any interest will accrue, the interest payment dates on which that interest will be payable, the regular record dates for interest payment dates, or the method by which those dates will be determined, the person to whom interest will be payable, and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months;	
 	 	 	
 	(7)	the place or places where the principal of and premium, if any, and interest, if any, on the debt securities will be payable and where notices or demands to or upon the Operating Partnership in respect of the debt securities and the indenture may be served;	
 	 	 	
 	(8)	the period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which the debt securities may be redeemed, as a whole or in part, at the option of the Operating Partnership, if the Operating Partnership is to have such an option;	
 	 	 	
 	(9)	the obligation, if any, of the Operating Partnership to redeem, repay or repurchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of the holders, and the period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which the debt securities are required to be redeemed, repaid or purchased, in whole or in part, pursuant to that obligation;	
 	 	 	
 	(10)	if other than U.S.  dollars, the currency or currencies in which the debt securities are denominated and/or payable, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies, and the terms and conditions relating thereto;	
 
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 	(11)	whether the amount of payments of principal of and premium, if any, or interest, if any, on the debt securities may be determined with reference to an index, formula or other method (which index, formula or method may, but need not, be based on a currency, currencies, currency unit or units or composite currency or currencies) and the manner in which those amounts will be determined;	
 	 	 	
 	(12)	any additions to, modifications of or inapplicability of the terms of the debt securities with respect to the events of default or covenants or other provisions set forth in the indenture;	
 	 	 	
 	(13)	whether the debt securities will be issued in global or book-entry form or definitive certificated form, and whether the debt securities will be issued in bearer form;	
 	 	 	
 	(14)	if other than $5,000 and any integral multiple of $1,000 in excess thereof, the denominations in which the debt securities shall be issuable;	
 	 	 	
 	(15)	the applicability, if any, of the defeasance and covenant defeasance provisions of the indenture, or any modification thereof; 	
 	 	 	
 	(16)	the extent and manner, if any, to which payments on the debt securities may be subordinated to other Indebtedness of the Operating Partnership; 	
 	 	 	
 	(17)	whether and under what circumstances the Operating Partnership will pay additional amounts as contemplated in the indenture on the debt securities in respect of any tax, assessment or governmental charge and, if so, whether the Operating Partnership will have the option to redeem the debt securities in lieu of paying additional amounts; and	
 	 	 	
 	(18)	any other terms of the debt securities not inconsistent with the provisions of the indenture (Section 301).	
 
          The debt securities may provide for less than the entire principal amount of those debt securities to be payable upon declaration of acceleration of the maturity thereof (“original issue discount securities”).  The applicable prospectus supplement will describe special U.S. federal income tax, accounting and other considerations applicable to the original issue discount securities.
 
          The indenture does not contain any provisions (other than as described under “—Covenants—Limitations  on Incurrence of Indebtedness”) that would limit the ability of the Operating Partnership to incur indebtedness or that would afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving the Operating Partnership. However, restrictions on ownership and transfers of Brandywine’s common shares and preferred shares, designed to preserve Brandywine’s status as a REIT, may prevent or hinder a change of control.  Reference is made to the applicable prospectus supplement for information with respect to any deletions from, modifications of or additions to the events of default or covenants of the Operating Partnership that are described below, including any addition of a covenant or other provision providing event risk or similar protection.  
 
Guarantees
 
          The Guarantors will, under the indenture, fully and unconditionally guarantee, jointly and severally, the due and punctual payment of principal of and premium, if any, and interest on all debt securities issued by the Operating Partnership, and the due and punctual payment of any sinking fund payments on those debt securities, when and as the same will become due and payable, whether at a maturity date, by declaration of acceleration, call for redemption or otherwise; provided that if for any reason, the obligations of a Subsidiary Guarantor terminate under the Credit Agreement (including, without limitation, upon agreement of the lenders thereunder or upon the replacement thereof with a credit facility not requiring such guarantees or upon that Subsidiary Guarantor ceasing to be a subsidiary of the Operating Partnership), that Subsidiary Guarantor will be deemed released from all its obligations under the indenture and its guarantee will terminate (Sections 1401 and 1404).
 
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          The obligations of each Subsidiary Guarantor under its guarantee will be limited as necessary to prevent that guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.
 
Denominations 
 
          Unless otherwise specified in the applicable prospectus supplement, the debt securities of any series shall be issuable only in registered form without coupons and, other than securities in global form (which may be of any denomination), will be issuable in denominations of $5,000 and integral multiples of $1,000 in excess thereof (Section 302).
 
Payments
 
          Unless otherwise specified in the applicable prospectus supplement, the principal of and premium, if any, and interest on any series of debt securities will be payable at the corporate trust office of the trustee.  However, at the option of the Operating Partnership, payment of interest may be made by check mailed to the address of the person entitled thereto as it appears in the security register or by wire transfer of funds to that person at a bank account maintained within the United States (Sections 307 and 1002).
 
          All amounts paid by the Operating Partnership to a paying agent or a trustee for the payment of the principal of or premium, if any, or interest on any debt security which remain unclaimed at the end of two years after the principal, premium or interest has become due and payable will be repaid to the Operating Partnership, and the holder of the debt security thereafter may look only to the Operating Partnership for payment of these amounts.
 
          Any interest not punctually paid or duly provided for on any interest payment date with respect to a debt security will forthwith cease to be payable to the holder on the applicable regular record date and may either be paid to the person in whose name that debt security is registered at the close of business on a special record date for the payment of that defaulted interest to be fixed by the trustee or may be paid at any time in any other lawful manner, all in accordance with the indenture (Section 307).  Notice of any special record date will be given to the holder of that debt security not less than 10 days prior to the special record date.
 
Registration and Transfer
 
          Subject to certain limitations imposed upon debt securities issued in book-entry form, the debt securities of any series will be exchangeable for other debt securities of the same series, of a like aggregate principal amount and tenor, of different authorized denominations upon surrender of such debt securities at the corporate trust office of the trustee.  In addition, subject to certain limitations imposed upon debt securities issued in book-entry form, the debt securities of any series may be surrendered for registration of transfer at the corporate trust office of the trustee.
 
          Every debt security surrendered for registration of transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer.  No service charge will be made for any registration of transfer or exchange of any debt securities, but the Operating Partnership may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith (Section 305).
 
          If the applicable prospectus supplement refers to any transfer agent (in addition to the trustee) initially designated by the Operating Partnership and the Guarantors with respect to any series of debt securities, the Operating Partnership may at any time rescind the designation of that transfer agent or approve a change in the location through which that transfer agent acts, except that the Operating Partnership and the Guarantors will be required to maintain a transfer agent in each place of payment for that series.  The Operating Partnership and the Guarantors may at any time designate additional transfer agents with respect to any series of debt securities (Section 1002).
 
          Neither the Operating Partnership nor the trustee will be required to:
 
 	(1)	issue, register the transfer of or exchange debt securities of any series during a period beginning at the opening of business 15 days before any selection of debt securities of 	
 
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 	 	that series to be redeemed and ending at the close of business of the day of mailing of the relevant notice of redemption;	
 	 	 	
 	(2)	register the transfer of or exchange any debt security, or portion thereof, called for redemption, except the unredeemed portion of any debt security being redeemed in part; or	
 	 	 	
 	(3)	issue, register the transfer of or exchange any debt security which has been surrendered for repayment at the option of the holder, except that portion, if any, of such debt security which is not to be so repaid (Section 305).	
 
Merger, Consolidation or Sale
 
          The Operating Partnership may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into, any other entity, provided that the following conditions are satisfied or fulfilled:
 
 	(1)	either the Operating Partnership is the continuing entity, or the successor (if other than the Operating Partnership) formed by or resulting from any such consolidation or merger or which has received the transfer of those assets is organized under the laws of the United States of America and expressly assumes payment of the principal of and premium, if any, and interest on all of the debt securities and the due and punctual performance and observance of all of the covenants and conditions contained in the indenture;	
 	 	 	
 	(2)	immediately after giving effect to the transaction and taking into account any indebtedness which becomes an obligation of the Operating Partnership or any Subsidiary at the time of the transaction, no event of default under the indenture, and no event which, after notice or the lapse of time, or both, would become an event of default, has occurred and is continuing; and	
 	 	 	
 	(3)	an officer’s certificate of Brandywine as general partner of the Operating Partnership and a legal opinion covering these conditions is delivered to the trustee (Section 801).	
 
          Brandywine may consolidate with, or sell, lease or convey all or substantially all its assets to, or merge with or into, any other entity, provided that substantially the same conditions as above are satisfied or fulfilled (Section 803).
 
Covenants
 
          Limitations on Incurrence of Indebtedness
 
          The Operating Partnership will not, and will not permit any of its Subsidiaries to, incur any Indebtedness, other than Intercompany Indebtedness, if, immediately after giving effect to the incurrence of that additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all of its outstanding Indebtedness and that of its Subsidiaries on a consolidated basis is greater than 60% of the sum of (without duplication):
 
 	(1)	the Total Assets of the Operating Partnership and its Subsidiaries as of the end of the calendar quarter covered in its Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, with the trustee) prior to the incurrence of that additional Indebtedness; and 	
 	 	 	
 	(2)	the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent that the proceeds were not used to acquire assets included with Total Assets or used to reduce Indebtedness), by the Operating Partnership or any of its Subsidiaries since the end of that calendar quarter, including those proceeds obtained in connection with the incurrence of that additional Indebtedness.	
 
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          The Operating Partnership also will not, and will not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of its properties or any of its Subsidiaries’ properties, whether owned at the date of the indenture or thereafter acquired, if, immediately after giving effect to the incurrence of that additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of its outstanding Indebtedness and that of its Subsidiaries on a consolidated basis which is secured by any Encumbrance on its properties or any of its Subsidiaries’ properties is greater than 40% of the sum of (without duplication):
 
 	(1)	the Total Assets of the Operating Partnership and its Subsidiaries as of the end of the calendar quarter covered in its Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, with the trustee) prior to the incurrence of that additional Indebtedness; and 	
 	 	 	
 	(2)	the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire assets included in the definition of Total Assets or used to reduce Indebtedness), by the Operating Partnership or any of its Subsidiaries since the end of that calendar quarter, including those proceeds obtained in connection with the incurrence of that additional Indebtedness.	
 
          In addition, the Operating Partnership will not, and will not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which that additional Indebtedness is to be incurred will be less than 1.5:1 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that:
 
 	(1)	that Indebtedness and any other Indebtedness incurred by the Operating Partnership and its Subsidiaries since the first day of that four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of that four-quarter period; 	
 	 	 	
 	(2)	the repayment or retirement of any other Indebtedness by the Operating Partnership and its Subsidiaries since the first day of that four-quarter period had been repaid or retired at the beginning of that four-quarter period (except that, for purposes of this computation, the amount of Indebtedness under any revolving credit facility will be computed based upon the average daily balance of that Indebtedness during that four-quarter period);	
 	 	 	
 	(3)	in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of that four-quarter period, the acquisition had occurred as of the first day of that four-quarter period with the appropriate adjustments with respect to the acquisition being included in the pro forma calculation; and	
 	 	 	
 	(4)	in the case of any acquisition or disposition by the Operating Partnership or any of its Subsidiaries of any asset or group of assets since the first day of that four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, the acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of that four-quarter period with the appropriate adjustments with respect to the acquisition or disposition being included in the pro forma calculation (Section 1006).	
 
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          Maintenance of Unencumbered Assets
 
          The Operating Partnership and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of its Unsecured Indebtedness and that of its Subsidiaries on a consolidated basis (Section 1006).
 
          Provision of Financial Information
 
          So long as any debt securities are outstanding and whether or not required by the SEC, Brandywine and the Operating Partnership will furnish to the trustee within 15 days of the time periods specified in the SEC’s rules and regulations:
 
 	(1)	all annual and quarterly financial information that would be required to be contained in filings with the SEC on Forms 10-K and 10-Q if Brandywine and the Operating Partnership were required to file those filings, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by our certified independent accountants; and	
 	 	 	
 	(2)	all current reports that would be required to be filed with the SEC on Form 8-K if Brandywine and the Operating Partnership were required to file such reports.	
 
          If Brandywine or the Operating Partnership is not subject to Sections 13 and 15(d) of the Exchange Act, Brandywine or the Operating Partnership, as the case may be, will (A) furnish to the holders of the debt securities, without cost to such holders, a copy of the information and reports referred to in clauses (1) and (2) above within 15 days of the time periods specified in the SEC’s rules and regulations, and (B) upon written request and payment of the reasonable cost of duplication and delivery, promptly supply to any prospective holder of the debt securities a copy of the information and reports referred to in clauses (1) and (2) above.  
 
          In addition, whether or not required by the SEC, Brandywine and the Operating Partnership will file a copy of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) (Section 704).
 
          Waiver of Certain Covenants
 
          The Operating Partnership and the Guarantors may choose not to comply with any term, provision or condition of the preceding covenants, and with any other term, provision or condition with respect to the debt securities (except for any term, provision or condition which could not be amended without the consent of all holders of debt securities), if at any time the holders of at least a majority in principal amount of all the outstanding debt securities, by act of those holders, either waive compliance in that instance or generally waive compliance with that covenant.  Except to the extent so expressly waived, and until any waiver becomes effective, the Operating Partnership’s and the Guarantors’ obligations and the duties of the trustee in respect of any such term, provision or condition will remain in full force and effect (Section 1010).
 
Other Covenants
 
          Existence
 
          Except as permitted under “Merger, Consolidation or Sale,” each of the Operating Partnership and the Guarantors will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (declaration and statutory) and franchises; provided, however, that neither the Operating Partnership nor any Guarantor will be required to preserve any right or franchise if it determines that the preservation thereof is no longer desirable in the conduct of its business and that the loss of that right or franchise is not disadvantageous in any material respect to the holders of the debt securities (Section 1005).
 
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          Maintenance of Properties
 
          Each of the Operating Partnership and the Guarantors will cause all of its material properties used or useful in the conduct of its business or the business of any of its Subsidiaries to be maintained and kept in good condition, repair and working order, all as in the judgment of the Operating Partnership or the applicable Guarantor may be necessary so that the business carried on in connection with those properties may be properly and advantageously conducted at all times; provided, however, that neither the Operating Partnership nor any Guarantor nor any of their respective Subsidiaries will be prevented from selling or otherwise disposing of their properties for value in the ordinary course of business (Section 1007).
 
          Insurance
 
          Each of the Operating Partnership and the Guarantors will cause each of its and its Subsidiaries’ insurable properties to be insured in a commercially reasonable amount against loss of damage with insurers of recognized responsibility and, if described in the applicable prospectus supplement, in specified amounts and with insurers having a specified rating from a recognized insurance rating service (Section 1008).
 
          Payment of Taxes and Other Claims
 
          Each of the Operating Partnership and the Guarantors will pay or discharge or cause to be paid or discharged, before becoming delinquent:
 
 	(1)	all taxes, assessments and governmental charges levied or imposed upon it or any of its Subsidiaries or upon its income, profits or property or that of any of its Subsidiaries; and	
 	 	 	
 	(2)	all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon its property or the property of any of its Subsidiaries;	
 
provided, however, that neither the Operating Partnership nor any Guarantor will be required to pay or discharge or cause to be paid or discharged any tax, assessment, charge or claim whose amount or applicability is being contested in good faith (Section 1009).
 
          Additional Covenants
 
          The applicable prospectus supplement relating to the series of debt securities being offered will describe any additional covenants specific to that series.
 
Events of Default, Notice and Waiver
 
          Unless otherwise provided in the applicable prospectus supplement, the indenture provides that the following events will be “events of default” with respect to any series of debt securities issued under the indenture:
 
 	(1)	default for 30 days in the payment of any interest on any debt security of that series;	
 	 	 	
 	(2)	default in the payment of any principal of or premium, if any, on any debt security of that series when due;	
 	 	 	
 	(3)	default in making any sinking fund payment as required for any debt security of that series;	
 	 	 	
 	(4)	default in the performance of any other covenant or warranty of the Operating Partnership and/or any of the Guarantors contained in the indenture with respect to any debt security of that series, which continues for 60 days after written notice as provided in the indenture;	
 
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 	(5)	default in the payment of an aggregate principal amount exceeding $25,000,000 of any evidence of Indebtedness of the Operating Partnership and/or any of the Guarantors or any mortgage, indenture, note, bond, capitalized lease or other instrument under which that Indebtedness is issued or by which that Indebtedness is secured, such default having continued after the expiration of any applicable grace period or having resulted in the acceleration of the maturity of that Indebtedness, but only if that Indebtedness is not discharged or such acceleration is not rescinded or annulled;	
 	 	 	
 	(6)	certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of the Operating Partnership, Brandywine, any Subsidiary Guarantor or any other Significant Subsidiary or any of their respective properties;	
 	 	 	
 	(7)	except as otherwise permitted in the indenture, any guarantee of the debt securities of any series is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or Brandywine or any Subsidiary Guarantor that is a Significant Subsidiary shall deny or disaffirm its obligations under its guarantee with respect to the debt securities of the applicable series; and	
 	 	 	
 	(8)	any other event of default provided with respect to a particular series of debt securities (Section 501).	
 
          If an event of default (other than as described in clause (6) above) with respect to debt securities of any series at the time outstanding occurs and is continuing, then in each case the trustee or the holders of not less than 25% in principal amount of the outstanding debt securities of that series may declare the principal (or, if the debt securities of that series are original issue discount securities or indexed securities, that portion of the principal amount as may be specified in the terms thereof) of and premium, if any, and accrued and unpaid interest on all of the debt securities of that series to be due and payable immediately by written notice thereof to the Operating Partnership and Brandywine (and to the trustee if given by the holders).  If an event of default described in clause (6) above occurs and is continuing, the principal (or such portion thereof) of and premium, if any, and accrued and unpaid interest on all of the debt securities of that series will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holders.  However, at any time after any acceleration with respect to debt securities of that series, but before a judgment or decree for payment of the amounts due has been obtained by the trustee, the holders of not less then a majority in principal amount of outstanding debt securities of that series may rescind and annul that acceleration and its consequences if (1) the Operating Partnership or any Guarantor has paid or deposited with the trustee all required payments of the principal of and premium, if any, and interest on the debt securities of that series (without giving effect to the acceleration) plus certain fees, expenses, disbursements and, premium, if any, advances of the trustee and (2) all events of default, other than the nonpayment of accelerated principal, premium, if any, or interest with respect to debt securities of that series, have been cured or waived as provided in the indenture (Section 502).  The indenture also provides that the holders of not less than a majority in principal amount of the outstanding debt securities of any series may waive any past default with respect to that series and its consequences, except a default (A) in the payment of the principal of or premium, if any, or interest on any debt security of that series or (B) in respect of a covenant or provision contained in the indenture that cannot be modified or amended without the consent of the holder of each outstanding debt security affected thereby (Section 513).
 
          The trustee will be required to give notice to the holders of debt securities within 90 days of a default under the indenture; provided, however, that the trustee may withhold notice to the holders of any series of debt securities of any default with respect to that series (except a default in the payment of the principal of or premium, if any, or interest on any debt securities of that series or in the payment of any sinking fund installment in respect of any debt securities of that series) if the responsible officers of the trustee consider withholding of notice to be in the interest of the holders (Section 602).
 
          The indenture provides that no holders of debt securities of any series may institute any judicial or other proceedings with respect to the indenture or for any remedy thereunder, except in the case of failure of the trustee, for 60 days, to act after it has received a written request to institute proceedings in respect of an event of default from the holders of not less than 25% in principal amount of the outstanding debt securities of that series, as well as 
 
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an offer of reasonable security or indemnity (Section 507).  This provision will not prevent, however, any holder of debt securities from instituting suit for the enforcement of payment of the principal of and premium, if any, and interest on the debt securities at the respective due date or dates for payment (Section 508).
 
          Subject to provisions in the indenture relating to its duties in case of default, the trustee is under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any holders of debt securities of any series then outstanding under the indenture, unless the holders offer to the trustee reasonable security or indemnity (Section 603).  The holders of not less than a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or of exercising any trust or power conferred upon the trustee for that series.  However, the trustee may refuse to follow any direction which is in conflict with any law or the indenture, which may involve the trustee in personal liability or which may be unduly prejudicial to the holders of debt securities of that series not joining in the proceeding (Section 512).
 
          Within 120 days after the end of each fiscal year, the Operating Partnership and Brandywine must deliver to the trustee a certificate, signed by one of several specified officers of the general partner of the Operating Partnership and of Brandywine, stating whether or not such officers have knowledge of any default under the indenture and, if so, specifying each such default and the nature and status thereof (Section 1004).
 
Modification of the Indenture
 
          Modifications and amendments of provisions of the indenture applicable to any series may be made only with consent of the holders of not less than a majority in principal amount of all outstanding debt securities which are affected by the modification or amendment; provided, however, that no such modification or amendment may, without the consent of the holder of each debt security affected thereby:
 
 	(1)	change the stated maturity of the principal of, or any installment of interest or premium, if any, on, that debt security;	
 	 	 	
 	(2)	reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, that debt security, or reduce the amount of principal of an original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof or would be provable in bankruptcy, or adversely affect any right of repayment of the holder of that debt security;	
 	 	 	
 	(3)	change the place of payment, or the coin or currency, for payment of principal of, premium, if any, or interest on that debt security;	
 	 	 	
 	(4)	impair the right to institute suit for the enforcement of any payment on or with respect to that debt security on or after the stated maturity thereof;	
 	 	 	
 	(5)	reduce the above-stated percentage of outstanding debt securities of any series necessary to modify or amend the indenture, to waive compliance with certain provisions thereof or specified defaults and consequences thereunder or to reduce the quorum or voting requirements set forth in the indenture;	
 	 	 	
 	(6)	modify or affect in any manner adverse to the holders the terms and conditions of the obligations of any of the Guarantors under the guarantees applicable to that debt security (other than releases of guarantees when a Subsidiary Guarantor’s guarantee under the Credit Agreement is terminated); or	
 	 	 	
 	(7)	modify any of the foregoing provisions or any of the provisions relating to the waiver of certain past defaults or certain covenants, except to increase the required percentage to effect that action or to provide that certain other provisions may not be modified or waived without the consent of the holder of that debt security (Section 902).	
 
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          The holders of not less than a majority in principal amount of outstanding debt securities of a particular series have the right to waive compliance by the Operating Partnership and the Guarantors with certain covenants in the indenture relating to that series (Section 1010).
 
          Modifications and amendments of the indenture may be made by the Operating Partnership, the Guarantors and the trustee without the consent of any holder of debt securities for any of the following purposes:
 
 	(1)	to evidence the succession of another person to the Operating Partnership as obligor, or to any of the Guarantors under the indenture;	
 	 	 	
 	(2)	to add to the covenants of the Operating Partnership or any of the Guarantors for the benefit of the holders of all or any series of debt securities or to surrender any right or power conferred upon the Operating Partnership or any of the Guarantors in the indenture;	
 	 	 	
 	(3)	to add events of default for the benefit of the holders of all or any series of debt securities;	
 	 	 	
 	(4)	to change or eliminate any provisions of the indenture, provided that the change or elimination will become effective only when there are no outstanding debt securities of any series created prior thereto which are entitled to the benefit of such provision;	
 	 	 	
 	(5)	to secure, or add additional guarantees with respect to, the debt securities;	
 	 	 	
 	(6)	to establish the form or terms of debt securities of any series;	
 	 	 	
 	(7)	to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trust under the indenture by more than one trustee;	
 	 	 	
 	(8)	to cure any ambiguity, defect or inconsistency in the indenture, provided that such action will not adversely affect the interests of holders of debt securities of any series in any material respect; or	
 	 	 	
 	(9)	to supplement any of the provisions of the indenture to the extent necessary to permit or facilitate defeasance and discharge of any series of such debt securities, provided that such action will not adversely affect the interests of the holders of the debt securities of any series in any material respect (Section 901).	
 
          The indenture provides that, in determining whether the holders of the requisite principal amount of outstanding debt securities of a series have given any request, demand, authorization, direction, notice, consent or waiver thereunder or whether a quorum is present at a meeting of holders of debt securities:
 
 	(1)	the principal amount of an original issue discount security that is deemed to be outstanding will be the amount of the principal thereof that would be due and payable as of the date of determination upon declaration of acceleration of the maturity of that debt security;	
 	 	 	
 	(2)	the principal amount of a debt security denominated in a foreign currency that is deemed outstanding will be the U.S. dollar equivalent, determined on the issue date for that debt security, of the principal amount (or, in the case of an original issue discount security, the U.S. dollar equivalent on the issue date of that debt security of the amount determined as provided in clause (1) above);	
 
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 	(3)	the principal amount of an indexed security that is deemed outstanding will be the principal face amount of that indexed security at original issuance, unless otherwise provided with respect to that indexed security pursuant to the indenture; and	
 	 	 	
 	(4)	debt securities owned by the Operating Partnership, any of the Guarantors or any other obligor upon the debt securities or any affiliate of the Operating Partnership, any of the Guarantors or of that other obligor will be disregarded (Section 101).	
 
          The indenture contains provisions for convening meetings of the holders of debt securities of a series (Article Thirteen).  A meeting may be called at any time by the trustee, and also, upon request, by the Operating Partnership or the holders of at least 10% in principal amount of the outstanding debt securities of that series, in each case upon notice given as provided in the indenture (Section 1302).  Except for any consent that must be given by the holder of each debt security affected by certain modifications and amendments of the indenture, any resolution presented at a meeting or adjourned meeting duly reconvened at which a quorum is present may be adopted by the affirmative vote of the holders of a majority in principal amount of the outstanding debt securities of that series; provided, however, that, except as referred to above, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that may be made, given or taken by the holders of a specified percentage, which is less than a majority, in principal amount of the outstanding debt securities of a series may be adopted at a meeting or adjourned meeting duly reconvened at which a quorum is present by the affirmative vote of the holders of the debt securities of that series.  Any resolution passed or decision taken at any meeting of holders of debt securities of any series duly held in accordance with the indenture will be binding on all holders of debt securities of that series.  The quorum at any meeting called to adopt a resolution, and at any reconvened meeting, will be persons holding or representing a majority in principal amount of the outstanding debt securities of a series; provided, however, that if any action is to be taken at such meeting with respect to a consent or waiver which may be given by the holders of not less than a specified percentage in principal amount of the outstanding debt securities of a series, the persons holding or representing such specified percentage in principal amount of the outstanding debt securities of such series will constitute a quorum (Section 1304).
 
          Notwithstanding the foregoing provisions, if any action is to be taken at a meeting of holders of debt securities of any series with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that the indenture expressly provides may be made, given or taken by the holders of a specified percentage in principal amount of all outstanding debt securities affected thereby, or of the holders of that series and one or more additional series:
 
 	(1)	there will be no minimum quorum requirement for the meeting; and	
 	 	 	
 	(2)	the principal amount of the outstanding debt securities of such series that vote in favor of the request, demand, authorization, direction, notice, consent, waiver or other action will be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under the indenture (Section 1304).	
 
Discharge; Legal Defeasance and Covenant Defeasance
 
          Unless otherwise provided in the applicable prospectus supplement, the Operating Partnership and the Guarantors may discharge certain obligations to holders of any series of debt securities that have not already been delivered to the trustee for cancellation and that either have become due and payable or will become due and payable within one year (or are scheduled for redemption within one year) by irrevocably depositing with the trustee, in trust, funds in such currency or currencies, currency unit or units or composite currency or currencies in which such debt securities are payable in an amount sufficient to pay the entire indebtedness on such debt securities in respect of principal and premium, if any, and interest to the date of such deposit (if such debt securities have become due and payable) or to the stated maturity or redemption date, as the case may be (Section 404).
 
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          In addition, the indenture provides that, unless otherwise provided in the applicable prospectus supplement, if the provisions of Article Four are made applicable to the debt securities of any series pursuant to the indenture, the Operating Partnership may elect either:
 
 	(1)	to defease and discharge itself and the Guarantors from any and all obligations with respect to those debt securities (except for the obligation to pay additional amounts, if any, upon the occurrence of certain events of tax, assessment or governmental charge with respect to payments on such debt securities and the obligations to register the transfer or exchange of such debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency in respect of such debt securities and to hold moneys for payment in trust) (“legal defeasance”) (Section 402); or	
 	 	 	
 	(2)	to release itself and the Guarantors from their obligations with respect to those debt securities under “– Covenants,”
 “– Other Covenants” or their obligations with respect to any other covenant, and any omission to comply with such obligations will not constitute a default or an event of default with respect to those debt securities (“covenant defeasance”) (Section 403);	
 
in either case upon the irrevocable deposit by the Operating Partnership or the Guarantors with the trustee, in trust, of any amount, in such currency or currencies, currency unit or units or composite currency or currencies in which those debt securities are payable at stated maturity, or Government Obligations, or both, applicable to those debt securities which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of and premium, if any, and interest on such debt securities, and any mandatory sinking fund or analogous payments thereon, on the scheduled due dates.
 
          This trust may only be established if, among other conditions, the Operating Partnership has delivered to the trustee an opinion of counsel to the effect that the holders of the debt securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance or covenant defeasance, as the case may be, and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance or covenant defeasance, as the case may be, had not occurred, and the opinion of counsel, in the case of legal defeasance, must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable U.S. federal income tax law occurring after the date of the indenture (Section 404).
 
          In the event the Operating Partnership effects covenant defeasance with respect to the debt securities of any series and those debt securities are declared due and payable because of the occurrence of any event of default other than an event of default described in clause (4) under “Events of Default, Notice and Waiver” with respect to the covenants described under “– Covenants” and “– Other Covenants” (which would no longer be applicable to those debt securities) or described in clause (7) under “Events of Default, Notice and Waiver” with respect to any other covenant as to which there has been covenant defeasance, the amount in the currency, currency unit or composite currency in which those debt securities are payable, and Government Obligations on deposit with the trustee, will be sufficient to pay amounts due on those debt securities at the time of their stated maturity but may not be sufficient to pay amounts due on those debt securities at the time of the acceleration resulting from such event of default.  However, the Operating Partnership and the Guarantors would remain liable to make payment of those amounts due at the time of acceleration.
 
          The applicable prospectus supplement may further describe the provisions, if any, permitting legal defeasance or covenant defeasance, including any modifications to the provisions described above, with respect to the debt securities of a particular series.
 
Subordination
 
          The terms and conditions, if any, upon which the debt securities of any series will subordinated to other indebtedness of the Operating Partnership, including the debt securities of other series, will be set forth in the applicable prospectus supplement.  These terms will include a description of the indebtedness ranking senior to the debt securities of that series, the restrictions on payments to the holders of the debt securities of that series while a 
 
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default with respect to the senior indebtedness is continuing, the restrictions, if any, on payments to the holders of the debt securities of that series following an event of default, and provisions requiring holders of the debt securities of that series to remit certain payments to holders of senior indebtedness.  
 
Book-Entry System and Global Securities
 
          The debt securities of a series may be issued in whole or in part in the form of one or more securities in global form that will be deposited with, or on behalf of, a depository identified in the applicable prospectus supplement relating to that series.  Global securities, if any, issued in the United States are expected to be deposited with The Depository Trust Company, or “DTC,” as depository.  Unless otherwise indicated, global securities will be issued in fully registered form and in either temporary or permanent form.  Unless the applicable prospectus supplement states otherwise, and until it is exchanged in whole or in part for the debt securities represented thereby, a global security may not be transferred except as a whole by the depository for that global security to a nominee of that depository or by a nominee of that depository to that depository or another nominee of such depository or by that depository or any nominee of that depository to a successor depository or any nominee of that successor.
 
          The specific terms of the depository arrangement with respect to a series of debt securities will be described in the applicable prospectus supplement.  We anticipate that, unless otherwise indicated in the applicable prospectus supplement, the following provisions will apply to depository arrangements.
 
          The applicable prospectus supplement will state whether the global securities will be issued in certificated or book-entry form.  If the global securities are to be issued in book-entry form, we expect that upon the issuance of a global security, the depository for the global security or its nominee will credit on its book-entry registration and transfer system the respective principal amounts of the individual debt securities represented by the global security to the accounts of persons that have accounts with such depository (“participants”).  These accounts will be designated by the underwriters, dealers or agents with respect to the debt securities.  Ownership of beneficial interests in a global security will be limited to participants or persons that may hold interests through participants.
 
          We expect that, for the global securities deposited with DTC, pursuant to procedures established by DTC, ownership of beneficial interests in any global security with respect to which DTC is the depository will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to beneficial interests of participants) and records of participants (with respect to beneficial interests of persons who hold through participants).  None of the Operating Partnership, the Guarantors, the trustee, any paying agent and the security registrar will have any responsibility or liability for any aspect of the records of DTC or for maintaining, supervising or reviewing any records of DTC or any of its participants relating to beneficial ownership interests in the debt securities.  The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form.  These limits and laws may impair the ability to own, pledge or transfer beneficial interest in a global security.  
 
          Unless otherwise specified in the applicable prospectus supplement or the actual global security, so long as the depository for a global security or its nominee is the registered owner of the book-entry global security, the depository or that nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by that global security for all purposes under the applicable indenture.  Except as described below or in the applicable prospectus supplement or the global security, owners of beneficial interest in a global security will not be entitled to have any of the individual debt securities represented by the global security registered in their names, will not receive or be entitled to receive delivery of debt securities in definitive certificated form and will not be considered the owners or holders thereof under the indenture.  Beneficial owners of debt securities evidenced by a global security will not be considered the owners or holders thereof under the indenture for any purpose, including with respect to the giving of any direction, instructions or approvals to the trustee thereunder.  Accordingly, each person owning a beneficial interest in a global security with respect to which DTC is the depository must rely on the procedures of DTC and, if that person is not a participant, on the procedures of the participant through which that person owns its interests, to exercise any rights of a holder under the indenture.  We understand that, under existing industry practice, if we request any action of holders or if an owner of a beneficial interest in a global security desires to give or take any action which a holder is entitled to give or take under the indenture, DTC would authorize the participants holding the relevant beneficial interest to give or take that action, and the participants would authorize beneficial owners through the participants to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.
 
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          Payments of principal of and premium, if any, and interest on debt securities represented by a global security registered in the name of a depository or its nominee will be made to or at the direction of the depository or its nominee, as the case may be, as the registered owner of the global security under the indenture.  Under the terms of the indenture, the Operating Partnership, the Guarantors, the trustee, any paying agent and the security registrar may treat the persons in whose name debt securities, including a global security, are registered as the owners thereof for the purpose of receiving such payments.  Consequently, none of the Operating Partnership, the Guarantors, the trustee, any paying agent and the security registrar has or will have any responsibility or liability for the payment of those amounts to beneficial owners of debt securities (including principal, premium, if any, and interest).  We believe, however, that it is currently the policy of DTC to immediately credit the accounts of relevant participants with payments, in amounts proportionate to their respective holdings of beneficial interests in the relevant global security as shown on the records of DTC or its nominee.  Payments by participants to owners of beneficial interests in the global security held through participants will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in street name, and will be the responsibility of the participants.  Redemption notices with respect to any debt securities represented by a global security will be sent to the depository or its nominee.  If less than all of the debt securities of any series are to be redeemed, we expect the depository to determine the amount of the interest of each participant in the debt securities to be redeemed to be determined by lot.  None of the Operating Partnership, the Guarantors, the trustee, any paying agent and the security registrar for the debt securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global security for the debt securities or for maintaining any records with respect thereto.
 
          None of the Operating Partnership, the Guarantors, the trustee, any paying agent and the security registrar will be liable for any delay by the holders of a global security or the depository in identifying the beneficial owners of debt securities and the Operating Partnership, the Guarantors and the trustee may conclusively rely on, and will be protected in relying on, instructions from the holder of a global security or the depository for all purposes.  The rules applicable to DTC and its participants are on file with the SEC.
 
          If a depository for any debt securities is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Operating Partnership within 90 days, the Operating Partnership will issue definitive certificated debt securities in exchange for the global security representing those debt securities.  If an event of default has occurred and is continuing with respect to the debt securities of any series, the Operating Partnership will issue definitive certificated debt securities in exchange for the global security or securities representing the debt securities of such series.  In addition, the Operating Partnership may at any time and in its sole discretion, subject to any limitations described in the applicable prospectus supplement or the global security relating to the debt securities, determine not to have any of the debt securities represented by one or more global securities and in such event will issue definitive certificated debt securities in exchange for the global security or securities representing the debt securities.
 
          The debt securities of a series may also be issued in whole or in part in the form of one or more bearer global securities that will be deposited outside of the United States with a depository, or with a nominee for the depository, identified in the applicable prospectus supplement and/or global security.  Any such bearer global securities may be issued in temporary or permanent form.  The specific terms and procedures, including the specific terms of the depository arrangement, with respect to any portion of a series of debt securities to be represented by one or more bearer global securities will be described in the applicable prospectus supplement and/or global security.
 
Certain Definitions
 
          The following are certain defined terms used in this prospectus and the indenture.  We refer you to the indenture for the complete definition of all defined terms, as well as any other capitalized terms used in this prospectus or the applicable prospectus supplement for which no definition is provided (Section 101).
 
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          For purposes of the following definitions and the indenture generally, all calculations and determinations will be made in accordance with generally accepted accounting principles and will be based upon the consolidated financial statements of the Operating Partnership and its Subsidiaries prepared in accordance with generally accepted accounting principles.
 
          “Acquired Indebtedness” means Indebtedness of a person (1) existing at the time that person becomes a Subsidiary or (2) assumed in connection with the acquisition of assets from that person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, that person becoming a Subsidiary or that acquisition.  Acquired Indebtedness will be deemed to be incurred on the date of the related acquisition of assets from any person or the date on which the acquired person becomes a Subsidiary.
 
          “Annual Debt Service Charge” means, for any period, the aggregate interest expense (including, without limitation, the interest component of rentals on capitalized leases and letter of credit fees, commitment fees and other similar financial charges) for that period in respect of, and the amortization during such period of any original issue discount of, the Operating Partnership’s Indebtedness and that of its Subsidiaries.
 
          “Consolidated Income Available for Debt Service” means, for any period, Earnings from Operations plus amounts which have been deducted, and minus amounts which have been added, for the following (without duplication):  
 
 	(1)	Annual Debt Service Charge;	
 	 	 	
 	(2)	provision for taxes based on income;	
 	 	 	
 	(3)	provisions for gains and losses on properties and depreciation and amortization;	
 	 	 	
 	(4)	increases in deferred taxes and other non-cash items;	
 	 	 	
 	(5)	depreciation and amortization with respect to interests in joint venture and partially owned entity investments;	
 	 	 	
 	(6)	the effect of any charge resulting from a change in accounting principles; and	
 	 	 	
 	(7)	amortization of deferred charges.	
 
          “Earnings from Operations” means, for any period, net income or loss of the Operating Partnership and its Subsidiaries, excluding:   
 
 	(1)	provisions for gains and losses on sales of investments or joint ventures; 	
 	 	 	
 	(2)	provisions for gains and losses on dispositions of discontinued operations;  	
 	 	 	
 	(3)	extraordinary and non-recurring items; and	
 	 	 	
 	(4)	impairment charges and property valuation losses.	
 
as reflected in the consolidated financial statements of the Operating Partnership and its Subsidiaries for that period.
 
          “Encumbrance” means any mortgage, lien, charge, pledge or security interest of any kind.
 
          “Government Obligations” means securities which are:
 
 	(1)	direct obligations of the United States of America or the government which issued the foreign currency in which the debt securities of a particular series are payable; or	
 
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 	(2)	obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America, or the government which issued the foreign currency in which the debt securities of that series are payable, the payment of which is unconditionally guaranteed by the United States of America or that other government;  	
 
which in either case, are full faith and credit obligations of the United States of America or that other government, and are not callable or redeemable at the option of the issuer thereof, and will also include a depositary receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by that custodian for the account of the holder of a depositary receipt, provided that (except as required by law) the custodian is not authorized to make any deduction from the amount payable to the holder of that depositary receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depositary receipt.
 
          “Indebtedness” means, with respect to the Operating Partnership or any of its Subsidiaries (without duplication) any indebtedness of the Operating Partnership or any of its respective Subsidiaries:
 
 	(1)	in respect of borrowed money;	
 	 	 	
 	(2)	evidenced by bonds, notes, debentures or similar instruments; 	
 	 	 	
 	(3)	secured by any mortgage, pledge, lien, charge, encumbrance or any security interest existing on property owned by the Operating Partnership or any of its Subsidiaries;	
 	 	 	
 	(4)	consisting of letters of credit or amounts representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or 	
 	 	 	
 	(5)	consisting of capitalized leases;  	
 
and also includes, to the extent not otherwise included, any obligation by the Operating Partnership or any of its Subsidiaries to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), indebtedness of another person (other than the Operating Partnership or its Subsidiaries), it being understood that indebtedness shall be deemed to be incurred by the Operating Partnership or any of its Subsidiaries whenever it or that Subsidiary creates, assumes, guarantees or otherwise becomes liable in respect thereof.  
 
          “Intercompany Indebtedness” means Indebtedness to which the only parties are the Operating Partnership, Brandywine and any Subsidiary (but only so long as such Indebtedness is held solely by any of the Operating Partnership, Brandywine and any Subsidiary) that is subordinate in right of payment to the debt securities.
 
          “Significant Subsidiary” means each significant subsidiary (as defined in Regulation S-X promulgated under the Securities Act) of the Operating Partnership.
 
          “Subsidiary” means, as to any person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of stock of such corporation shall have or might have voting power by reason of the lapse of time or the happening of any contingency) is at the time owned by such person directly or indirectly through Subsidiaries, and (b) any partnership, association, joint venture, limited liability company, trust or other entity in which such person directly or indirectly through Subsidiaries has more than a 50% equity interest or 50% Capital Percentage at any time. For the purpose of this definition, “Capital Percentage” means, with respect to the interest of Brandywine, the Operating Partnerhsip or one of its Subsidiaries in any partnership, association, joint venture, limited liability company, trust or other entity, the percentage interest of such partnership, association, joint venture, limited liability company, trust or other entity based on the aggregate amount of net capital contributed by Brandywine, the Operating Partnership or such Subsidiary in such partnership, 
 
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association, joint venture, limited liability company, trust or other entity at the time of determination relative to all capital contributions made in such partnership, association, joint venture, limited liability company, trust or other entity at such time of determination.
 
          “Total Assets” means, as of any date, the sum of:
 
 	(1)	the Undepreciated Real Estate Assets; and	
 	 	 	
 	(2)	all of the other assets of the Operating Partnership and its Subsidiaries determined in accordance with generally accepted accounting principles (but excluding accounts receivable and intangibles).	
 
          “Total Unencumbered Assets” means the sum of:
 
 	(1)	those Undepreciated Real Estate Assets not subject to an Encumbrance for borrowed money; and	
 	 	 	
 	(2)	all of the other assets of the Operating Partnership and its Subsidiaries not subject to an Encumbrance for borrowed money, determined in accordance with generally accepted accounting principles (but excluding accounts receivable and intangibles).	
 
          “Undepreciated Real Estate Assets” means, as of any date, the cost (original cost plus capital improvements) of the real estate assets of the Operating Partnership and its Subsidiaries on that date, before depreciation and amortization determined in accordance with generally accepted accounting principles.
 
          “Unsecured Indebtedness” means Indebtedness which is not secured by any Encumbrance upon any of the properties of the Operating Partnership and its Subsidiaries.
 
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DESCRIPTION OF SHARES OF BENEFICIAL INTEREST
 
          The following paragraphs summarize provisions of Brandywine’s shares of beneficial interest.  This summary does not completely describe Brandywine’s shares of beneficial interest.  For a complete description of Brandywine’s shares of beneficial interest, we refer you to Brandywine’s Declaration of Trust and Bylaws, each of which is incorporated by reference in this prospectus and any accompanying prospectus supplement.
 
General
 
          Brandywine’s Declaration of Trust provides that it is authorized to issue up to 110,000,000 shares of beneficial interest, which we refer to in this prospectus collectively as “shares,” consisting of 100,000,000 common shares, par value $.01 per share, which we refer to in this prospectus as Brandywine’s “common shares,” and 10,000,000 preferred shares, par value $.01 per share, which we refer to in this prospectus as Brandywine’s “preferred shares.”  Of the preferred shares, 2,000,000 preferred shares have been designated as 7.50% Series C Cumulative Redeemable Preferred Shares and are referred to in this prospectus as the Series C Preferred Shares, and an additional 2,760,000 preferred shares have been designated as 7.375% Series D Cumulative Redeemable Preferred Shares and are referred to in this prospectus as the Series D Preferred Shares.  As of the date of this prospectus, 2,000,000 Series C Preferred Shares and 2,300,000 Series D Preferred Shares are issued and outstanding.  Brandywine’s Declaration of Trust generally may be amended by its Board of Trustees, without shareholder approval, to increase or decrease the aggregate number of authorized shares of any class.  The authorized common shares and undesignated preferred shares are generally available for future issuance without further action by our shareholders, unless such action is required by applicable law, the rules of any stock exchange or automated quotation system on which our securities may be listed or traded or pursuant to the preferential rights of the Series C Preferred Shares or the Series D Preferred Shares.  Holders of Series C Preferred Shares and Series D Preferred Shares have the right to approve certain additional issuances of preferred shares, such as shares that would rank senior to the Series C Preferred Shares or the Series D Preferred Shares as to distributions or upon liquidation.
 
          Both Maryland statutory law governing real estate investment trusts organized under Maryland law (the “Maryland REIT Law”) and Brandywine’s Declaration of Trust provide that none of its shareholders will be personally liable, by reason of status as a shareholder, for any of its obligations.  Brandywine’s Bylaws further provide that it will indemnify any shareholder or former shareholder against any claim or liability to which such shareholder may become subject by reason of being or having been a shareholder, and that Brandywine shall reimburse each shareholder who has been successful, on the merits or otherwise, in the defense of a proceeding to which the shareholder has been made a party by reason of status as such for all reasonable expenses incurred by the shareholder in connection with any such claim or liability.
 
          Brandywine’s Declaration of Trust provides that, subject to the provisions of any class or series of preferred shares then outstanding and to the mandatory provisions of applicable law, its shareholders are entitled to vote only on the following matters:
 
 	•	election or removal of trustees;	
 	 	 	
 	•	amendment of the Declaration of Trust (other than an amendment to increase or decrease the aggregate number of authorized shares of any class);	
 	 	 	
 	•	a determination by the Trust to invest in commodities contracts (other than interest rate futures intended to hedge us against interest rate risk), engage in securities trading (as compared to investment) activities or hold properties primarily for sale to customers in the ordinary course of business; and	
 	 	 	
 	•	Brandywine’s merger with another entity.	
 
Except with respect to these matters, no action taken by Brandywine’s shareholders at any meeting shall in any way bind the Board of Trustees.
 
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Shares
 
     Common Shares of Beneficial Interest
 
          Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders, including the election of trustees.  There is no cumulative voting in the election of trustees.  The common shareholders vote as single class.  In the future, Brandywine may issue a series of preferred shares that votes together with the common shares as a single class.  Holders of Brandywine’s outstanding preferred shares have voting rights only under limited circumstances and, in such circumstances, vote in a class separate from the common shareholders.  See “– Preferred Shares of Beneficial Interest,” below.  Subject to (1) the preferential rights of the Series C Preferred Shares and the Series D Preferred Shares and (2) such preferential rights as may be granted by the Board of Trustees in future issuances of additional series of preferred shares, holders of common shares are entitled to such distributions as may be authorized and declared from time to time by the Board of Trustees out of funds legally available therefor.
 
          Holders of common shares have no conversion, exchange or redemption rights or preemptive rights to subscribe to any of our securities.  All outstanding common shares are fully paid and nonassessable.  In the event of any liquidation, dissolution or winding-up of our affairs, subject to (1) the preferential rights of the Series C Preferred Shares and the Series D Preferred Shares and (2) such preferential rights as may be granted by the Board of Trustees in future issuances of additional series of preferred shares, holders of common shares will be entitled to share ratably in any of Brandywine’s assets remaining after provision for payment of liabilities to creditors.  All common shares have equal dividend, distribution, liquidation and other rights.
 
          Brandywine’s common shares are listed on the New York Stock Exchange under the symbol “BDN.”  The transfer agent and registrar for the common shares is currently EquiServe Trust Company, N.A.
 
     Preferred Shares of Beneficial Interest
 
          Brandywine’s Declaration of Trust authorizes it to issue up to 10,000,000 preferred shares, par value $0.01 per share.  The Declaration of Trust generally may be amended by the Board of Trustees, without shareholder approval, to increase or decrease the aggregate number of authorized shares of any class.  As of December 31, 2004, the following preferred shares were outstanding: 
 
 	•	2,000,000 Series C Preferred Shares; and 	
 	 	 	
 	•	2,300,000 Series D Preferred Shares.	
 
          The holders of the Series C Preferred Shares and Series D Preferred Shares do not have voting rights, except (1) with respect to actions which would have a material adverse effect on holders of such shares, or (2) in the event that Brandywine fails to pay quarterly distributions for six or more quarters to the holders of Series C Preferred Shares or Series D Preferred Shares.  If the conditions specified in clause (2) exist, then those holders will have the right, voting together as a single class with any other series of Brandywine’s preferred shares ranking on a parity with the Series C Preferred Shares and Series D Preferred Shares and upon which like voting rights have been conferred, to elect two additional members to Brandywine’s Board of Trustees.  
 
          If Brandywine issues preferred shares, the shares will be fully paid and non-assessable.  Prior to the issuance of a new series of preferred shares, Brandywine will file, with the State Department of Assessments and Taxation of Maryland, Articles Supplementary that will become part of Brandywine’s Declaration of Trust and that will set forth the terms of the new series.  The prospectus supplement relating to any preferred shares offered thereby will describe the specific terms of the preferred shares, including: 
 
 	•	the title and stated value; 	
 	 	 	
 	•	the number of shares offered, liquidation preference and offering price; 	
 
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 	•	the distribution rate, distribution periods and payment dates; 	
 	 	 	
 	•	the date on which distributions begin to accrue, and, if applicable, accumulate; 	
 	 	 	
 	•	any auction and remarketing procedures; 	
 	 	 	
 	•	any retirement or sinking fund requirement; 	
 	 	 	
 	•	the terms and conditions of any redemption right; 	
 	 	 	
 	•	the terms and conditions of any conversion or exchange right; 	
 	 	 	
 	•	any listing of the offered shares on any securities exchange; 	
 	 	 	
 	•	whether interests in the offered shares will be represented by depositary shares; 	
 	 	 	
 	•	any voting rights; 	
 	 	 	
 	•	the relative ranking and preferences of the preferred shares as to distributions, liquidation, dissolution or winding up; 	
 	 	 	
 	•	any limitations on issuances of any other series of preferred shares ranking senior to or on a parity with the series of preferred shares as to distributions, liquidation, dissolution or winding up; 	
 	 	 	
 	•	any limitations on direct or beneficial ownership and restrictions on transfer; and 	
 	 	 	
 	•	any other specific terms, preferences, rights, limitations or restrictions. 	
 
Restrictions on Transfer
 
          In order for Brandywine to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), not more than 50% in value of its outstanding shares may be owned, directly or indirectly, by five or fewer individuals (defined in the Code to include certain entities such as qualified pension plans) during the last half of a taxable year and shares must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of twelve months (or during a proportionate part of a shorter taxable year).
 
          Because Brandywine’s Board of Trustees believes it is at present important for it to continue to qualify as a REIT, the Declaration of Trust, subject to certain exceptions, contains provisions that restrict the number of shares that a person may own and that are designed to safeguard Brandywine against an inadvertent loss of REIT status.  In order to prevent any shareholder from owning shares in an amount that would cause more than 50% in value of the outstanding shares to be held by five or fewer individuals, the Board of Trustees, pursuant to authority granted in Brandywine’s Declaration of Trust, has passed a resolution that, subject to certain exceptions, provides that no person may own, or be deemed to own by virtue of the attribution provisions of the Code, more than 9.8% in value of the outstanding shares.  This limitation is referred to in this prospectus as the “ownership limit.”  Brandywine’s Board of Trustees, subject to limitations, retains the authority to effect additional increases to, or establish exemptions from, the ownership limit.  The Board of Trustees, pursuant to authority granted in the Declaration of Trust, has passed resolutions that exempt the initial holders of the Series C Preferred Shares and Cohen & Steers Capital Management, Inc. and related persons from the ownership limit, on the condition that, and for so long as, such holders comply with certain representations, warranties and agreements intended to ensure that no direct or indirect owner of any of such holders owns more than 9.8% in value of the outstanding shares.
 
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          In addition, pursuant to Brandywine’s Declaration of Trust, no purported transfer of shares may be given effect if it would result in ownership of all of the outstanding shares by fewer than 100 persons (determined without any reference to the rules of attribution) or result in Brandywine being “closely held” within the meaning of Section 856(h) of the Code.  These restrictions are referred to in this prospectus as the “ownership restrictions.”  In the event of a purported transfer or other event that would, if effective, result in the ownership of shares in violation of the ownership limit or the ownership restrictions, such transfer would be deemed void and such shares automatically would be exchanged for “excess shares” authorized by the Declaration of Trust, according to rules set forth in the Declaration of Trust, to the extent necessary to ensure that the purported transfer or other event does not result in the ownership of shares in violation of the ownership limit or the ownership restrictions.
 
          Holders of excess shares are not entitled to voting rights (except to the extent required by law), dividends or distributions.  If, after the purported transfer or other event resulting in an exchange of shares for excess shares and prior to the discovery by Brandywine of such exchange, dividends or distributions are paid with respect to shares that were exchanged for excess shares, then such dividends or distributions would be repayable to Brandywine upon demand.  While outstanding, excess shares would be held in trust by Brandywine for the benefit of the ultimate transferee of an interest in such trust, as described below.  While excess shares are held in trust, an interest in that trust may be transferred by the purported transferee or other purported holder with respect to such excess shares only to a person whose ownership of the shares would not violate the ownership limit or the ownership restrictions, at which time the excess shares would be exchanged automatically for shares of the same type and class as the shares for which the excess shares were originally exchanged.  Brandywine’s Declaration of Trust contains provisions that are designed to ensure that the purported transferee or other purported holder of the excess shares may not receive in return for such a transfer an amount that reflects any appreciation in the shares for which such excess shares were exchanged during the period that such excess shares were outstanding.  Any amount received by a purported transferee or other purported holder in excess of the amount permitted to be received would be required to be turned over to Brandywine.
 
          Brandywine’s Declaration of Trust also provides that excess shares shall be deemed to have been offered for sale to Brandywine, or its designee, which shall have the right to accept such offer for a period of 90 days after the later of:  (1) the date of the purported transfer or event which resulted in an exchange of shares for such excess shares; and (2) the date the Board of Trustees determines that a purported transfer or other event resulting in an exchange of shares for such excess shares has occurred if Brandywine does not receive notice of any such transfer.  The price at which Brandywine may purchase such excess shares would be equal to the lesser of:  (1) in the case of excess shares resulting from a purported transfer for value, the price per share in the purported transfer that caused the automatic exchange for such excess shares or, in the case of excess shares resulting from some other event, the market price of such shares on the date of the automatic exchange for excess shares; or (2) the market price of such shares on the date that Brandywine accepts the excess shares.  Any dividend or distribution paid to a proposed transferee on excess shares prior to the discovery by Brandywine that such shares have been transferred in violation of the provisions of the Declaration of Trust shall be repaid to Brandywine upon its demand.  If the foregoing restrictions are determined to be void or invalid by virtue of any legal decision, statute, rule or regulation, then the intended transferee or holder of any excess shares may be deemed, at Brandywine’s option, to have acted as Brandywine’s agent and on Brandywine’s behalf in acquiring or holding such excess shares and to hold such excess shares on Brandywine’s behalf.
 
          Brandywine’s trustees may waive the ownership restrictions if evidence satisfactory to the trustees and its tax counsel or tax accountants is presented showing that such waiver will not jeopardize Brandywine’s status as a REIT under the Code.  As a condition of such waiver, Brandywine’s trustees may require that an intended transferee give written notice to us, furnish such undertakings, agreements and information as may be required by our trustees and/or an undertaking from the applicant with respect to preserving Brandywine’s status.  Any transfer of shares or any security convertible into shares that would create a direct or indirect ownership of shares in excess of the ownership limit or result in the violation of the ownership restrictions will be void with respect to the intended transferee and will result in excess shares as described above.
 
          Neither the ownership restrictions nor the ownership limit will be removed automatically even if the REIT provisions of the Code are changed so as no longer to contain any ownership concentration limitation or if the ownership concentration limitation is increased.  Except as described above, any change in the ownership restrictions would require an amendment to Brandywine’s Declaration of the Trust.  Amendments to Brandywine’s Declaration of Trust generally require the affirmative vote of holders owning not less than a majority of the outstanding shares entitled to vote thereon.  In addition to preserving Brandywine’s status as a REIT, the ownership restrictions and the ownership limit may have the effect of precluding an acquisition of control of Brandywine without the approval of its Board of Trustees.
 
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          All persons who own, directly or by virtue of the applicable attribution provisions of the Code, more than 4.0% of the value of any class of outstanding shares, must file an affidavit with Brandywine containing the information specified in the Declaration of Trust by January 31 of each year.  In addition, each shareholder shall upon demand be required to disclose to Brandywine in writing such information with respect to the direct, indirect and constructive ownership of shares as Brandywine’s trustees deem necessary to comply with the provisions of the Code applicable to REITs, to comply with the requirements of any taxing authority or governmental agency or to determine any such compliance.
 
          The ownership limit could have the effect of delaying, deferring or preventing a transaction or a change in control of Brandywine that might involve a premium price for the common shares or otherwise be in the best interest of Brandywine’s shareholders.
 
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DESCRIPTION OF DEPOSITARY SHARES
 
General
 
          Brandywine may issue receipts (which we refer to in this prospectus as “depositary receipts”) for the depositary shares (which we refer to in this prospectus as “depository shares”), each of which will represent a fractional interest of a share of a particular series of preferred shares, as specified in the applicable prospectus supplement.  Brandywine will deposit preferred shares of each series represented by depository shares under a separate deposit agreement among Brandywine, the preferred share depositary and the holders from time to time of the depositary receipts.  Subject to the terms of the deposit agreement, each owner of a depositary receipt will be entitled, in proportion to the fractional interest of a share of a particular series of preferred shares represented by the depositary shares evidenced by such depositary receipt, to all the rights and preferences of the preferred shares represented by such depositary shares (including distribution, voting, conversion, redemption and liquidation rights).
 
          The depositary shares will be evidenced by depositary receipts issued pursuant to the applicable deposit agreement.  Immediately following Brandywine’s issuance and delivery of the preferred shares to the preferred share depositary, Brandywine will cause the preferred share depositary to issue, on Brandywine’s behalf, the depositary receipts.  Copies of the applicable form of deposit agreement and depositary receipt may be obtained from Brandywine upon request, and the following summary of the form thereof filed as an exhibit to the registration statement of which this prospectus is a part is qualified in its entirety by reference to these documents.
 
Distributions
 
          The preferred share depositary will distribute all cash distributions received in respect of the preferred shares to the record holders of depositary receipts evidencing the related depositary shares in proportion to the number of such depositary receipts owned by such holders, subject to certain obligations of holders to file proofs, certificates and other information and to pay certain charges and expenses to the preferred share depositary.
 
          In the event of a distribution other than in cash, the preferred share depositary will distribute property received by it to the record holders of depositary receipts entitled to such distributions, subject to certain obligations of holders to file proofs, certificates and other information and to pay certain charges and expenses to the preferred share depositary, unless the preferred share depositary determines that it is not feasible to make such distribution, in which case the preferred share depositary may, with our approval, sell such property and distribute the net proceeds from such sale to such holders.
 
          No distribution will be made in respect of any depositary share to the extent that it represents any preferred shares converted into excess shares.
 
Withdrawal of Shares
 
          Upon surrender of the depositary receipts at the corporate trust office of the preferred share depositary (unless the related depositary shares have previously been called for redemption or converted into excess shares), the holders of the depositary receipts will be entitled to delivery at such office, to or upon such holder’s order, of the number of whole or fractional preferred shares and any money or other property represented by the depositary shares evidenced by such depositary receipts.  Holders of depositary receipts will be entitled to receive whole or fractional shares of the related preferred shares on the basis of the proportion of the preferred shares represented by each depositary share as specified in the applicable prospectus supplement, but holders of such preferred shares will not thereafter be entitled to receive depositary shares therefor.  If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of preferred shares to be withdrawn, the preferred share depositary will deliver to such holder at the same time a new depositary receipt evidencing such excess number of depositary shares.
 
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Redemption of Depositary Shares
 
          Whenever Brandywine redeems preferred shares held by the preferred share depositary, the preferred share depositary will redeem as of the same redemption date the number of depositary shares representing the preferred shares so redeemed, provided Brandywine has paid in full to the preferred share depositary the redemption price of the preferred shares to be redeemed plus an amount equal to any accrued and unpaid distributions thereon to the date fixed for redemption.  The redemption price per depositary share will be equal to the redemption price and any other amounts per share payable with respect to the preferred shares.  If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected pro rata (as nearly as may be practicable without creating fractional depositary shares) or by any other equitable method determined by us that will not result in the issuance of any excess shares.
 
          From and after the date fixed for redemption, all distributions in respect of the preferred shares so called for redemption will cease to accrue, the depositary shares so called for redemption will no longer be deemed to be outstanding and all rights of the holders of the depositary receipts evidencing the depositary shares so called for redemption will cease, except the right to receive any monies payable upon such redemption and any money or other property to which the holders of such depositary receipts were entitled upon such redemption upon surrender thereof to the preferred share depositary.
 
Voting of the Preferred Shares
 
          Upon receipt of notice of any meeting at which the holders of the preferred shares are entitled to vote, the preferred share depositary will mail the information contained in such notice of meeting to the record holders of the depositary receipts evidencing the depositary shares which represent such preferred shares.  Each record holder of depositary receipts evidencing depositary shares on the record date (which will be the same date as the record date for the preferred shares) will be entitled to instruct the preferred share depositary as to the exercise of the voting rights pertaining to the amount of preferred shares represented by such holder’s depositary shares.  The preferred share depositary will vote the amount of preferred shares represented by such depositary shares in accordance with such instructions, and we will agree to take all reasonable actions that may be deemed necessary by the preferred share depositary in order to enable the preferred share depositary to do so.  The preferred share depositary will abstain from voting the amount of preferred shares represented by such depositary shares to the extent it does not receive specific instructions from the holders of depositary receipts evidencing such depositary shares.  The preferred share depositary will not be responsible for any failure to carry out any instruction to vote, or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the preferred share depositary.
 
Liquidation Preference
 
          In the event of our liquidation, dissolution or winding up, whether voluntary or involuntary, the holders of each depositary receipt will be entitled to the fraction of the liquidation preference, if any, accorded each preferred share represented by the depositary share evidenced by such depositary receipt, as set forth in the applicable prospectus supplement.
 
Conversion of Preferred Shares
 
          The depositary shares, as such, are not convertible into common shares or any of our other securities or property, except in connection with certain conversions in connection with the preservation of Brandywine’s status as a REIT.  Nevertheless, if so specified in the applicable prospectus supplement relating to an offering of depositary shares, the depositary receipts may be surrendered by holders thereof to the preferred share depositary with written instructions to the preferred share depositary to instruct Brandywine to cause conversion of the preferred shares represented by the depositary shares evidenced by such depositary receipts into whole common shares, other preferred shares (including excess shares) or other shares of beneficial interest.  If the depositary shares evidenced by a depositary receipt are to be converted in part only, a new depositary receipt or receipts will be issued for any depositary shares not to be converted.  No fractional common shares will be issued upon conversion, and if such conversion will result in a fractional share being issued, we will pay an amount in cash equal to the value of the fractional interest based upon the closing price of the common shares on the last business day prior to the conversion.
 
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Amendment and Termination of the Deposit Agreement
 
          The form of depositary receipt evidencing the depositary shares which represent the preferred shares and any provision of the deposit agreement may at any time be amended by agreement between us and the preferred share depositary.  However, any amendment that materially and adversely alters the rights of the holders of depositary receipts or that would be materially and adversely inconsistent with the rights granted to the holders of the related preferred shares will not be effective unless such amendment has been approved by the existing holders of at least a majority of the depositary shares evidenced by the depositary receipts then outstanding.  No amendment shall impair the right, subject to certain exceptions in the depositary agreement, of any holder of depositary receipts to surrender any depositary receipt with instructions to deliver to the holder the related preferred shares and all money and other property, if any, represented thereby, except in order to comply with law.  Every holder of an outstanding depositary receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such depositary receipt, to consent and agree to such amendment and to be bound by the deposit agreement as amended thereby.
 
          Unless otherwise provided in the applicable prospectus supplement, Brandywine may terminate the deposit agreement upon not less than 30 days’ prior written notice to the preferred share depositary if:  (1) such termination is necessary to assist in maintaining Brandywine’s status as a REIT or (2) a majority of each series of preferred shares affected by such termination consents to such termination, whereupon the preferred share depositary shall deliver or make available to each holder of depositary receipts, upon surrender of the depositary receipts held by such holder, such number of whole or fractional preferred shares as are represented by the depositary shares evidenced by such depositary receipts together with any other property held by the preferred share depositary with respect to such depositary receipts.  If the deposit agreement is terminated to assist in maintaining Brandywine’s status as a REIT, then, if the depositary shares are listed on a national securities exchange, Brandywine will use its best efforts to list the preferred shares issued upon surrender of the related depositary shares on a national securities exchange.  In addition, the deposit agreement will automatically terminate if:  (1) all outstanding depositary shares shall have been redeemed, (2) there shall have been a final distribution in respect of the related preferred shares in connection with Brandywine’s liquidation, dissolution or winding up and such distribution shall have been distributed to the holders of depositary receipts evidencing the depositary shares representing such preferred shares, or (3) each share of the related preferred shares shall have been converted into Brandywine’s shares of beneficial interest not so represented by depositary shares.
 
Charges of Preferred Share Depositary
 
          Brandywine will pay all transfer and other taxes and governmental charges arising solely from the existence of the deposit agreement.  In addition, Brandywine will generally pay the fees and expenses of the preferred share depositary in connection with the performance of its duties under the deposit agreement.  However, holders of depositary receipts will pay certain other transfer and other taxes and governmental charges as well as the fees and expenses of the preferred share depositary for any duties requested by such holders to be performed which are outside of those expressly provided for in the deposit agreement.
 
Resignation and Removal of Depositary
 
          The preferred share depositary may resign at any time by delivering to Brandywine notice of its election to do so, and Brandywine may at any time remove the preferred share depositary, any such resignation or removal to take effect upon the appointment of a successor preferred share depositary.  A successor preferred share depositary must be appointed within 60 days after delivery of the notice of resignation or removal and, unless otherwise specified in the applicable prospectus supplement, must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.
 
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Miscellaneous
 
          The preferred share depositary will forward to holders of depositary receipts any reports and communications from us which are received by the preferred share depositary with respect to the related preferred shares.
 
          Neither Brandywine nor the preferred share depositary will be liable if it is prevented from or delayed in, by law or any circumstances beyond its control, performing its obligations under the deposit agreement.  Brandywine’s obligations and the preferred share depositary’s obligations under the deposit agreement will be limited to performing their respective duties thereunder in good faith and without negligence (in the case of any action or inaction in the voting of preferred shares represented by the depositary shares), gross negligence or willful misconduct, and Brandywine and the preferred share depositary will not be obligated to prosecute or defend any legal proceeding in respect of any depositary receipts, depositary shares or preferred shares represented thereby unless satisfactory indemnity is furnished.  Brandywine and the preferred share depositary may rely on written advice of counsel or accountants, or information provided by persons presenting preferred shares represented thereby for deposit, holders of depositary receipts or other persons believed in good faith to be competent to give such information, and on documents believed in good faith to be genuine and signed by a proper party.
 
          In the event the preferred share depositary receives conflicting claims, requests or instructions from Brandywine and any holders of depositary receipts, the preferred share depositary will be entitled to act on such claims, requests or instructions received from Brandywine.
 
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DESCRIPTION OF WARRANTS
 
          Brandywine may issue warrants to purchase preferred shares, depositary shares or common shares, which we refer to in this prospectus as “warrants.”  Warrants may be issued independently or together with any securities and may be attached to or separate from such securities.  Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a specified warrant agent.  The warrant agent will act solely as Brandywine’s agent in connection with the warrants of such series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.
 
          The applicable prospectus supplement will describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:
 
 	•	the title of the warrants;	
 	 	 	
 	•	the aggregate number of outstanding warrants;	
 	 	 	
 	•	the price or prices at which the warrants will be issued;	
 	 	 	
 	•	the price or prices at which the securities purchasable upon exercise of the warrants may be purchased;	
 	 	 	
 	•	the designation, amount and terms of the securities purchasable upon exercise of the warrants; 	
 	 	 	
 	•	if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable;	
 	 	 	
 	•	the date on which the right to exercise the warrants shall commence and the date on which such right shall expire;	
 	 	 	
 	•	the minimum or maximum amount of the warrants which may be exercised at any one time;	
 	 	 	
 	•	information with respect to book-entry procedures, if any;	
 	 	 	
 	•	a discussion of federal income tax considerations; and	
 	 	 	
 	•	any other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.	
 
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PROVISIONS OF MARYLAND LAW AND OF
BRANDYWINE’S DECLARATION OF TRUST AND BYLAWS
 
          The following paragraphs summarize provisions of Maryland law, Brandywine’s Declaration of Trust and its Bylaws.  These paragraphs are a summary, and do not completely describe Maryland law, the Declaration of Trust or the Bylaws.  For a complete description of each of the foregoing, we refer you to the Maryland statutes applicable to REITs, and Brandywine’s Declaration of Trust and Bylaws.
 
Duration
 
          Under Brandywine’s Declaration of Trust, Brandywine has a perpetual term of existence and will continue perpetually subject to the authority of its Board of Trustees to terminate its existence and liquidate its assets and subject to termination pursuant to the Maryland REIT Law.
 
Board of Trustees
 
          Brandywine’s Declaration of Trust provides that the number of its trustees shall not be less than three nor more than 15.  Any vacancy, including a vacancy created by an increase in the number of trustees, may be filled by a majority of the trustees.
 
          Brandywine’s trustees generally will each serve for a one-year term.  In the event that Brandywine fails to pay quarterly distributions for six or more quarters to the holders of Series C Preferred Shares and Series D Preferred Shares, those holders will have the right, voting together as a single class with any other series of Brandywine’s preferred shares ranking on a parity with the Series C Preferred Shares and Series D Preferred Shares and upon which like voting rights have been conferred, to elect two additional members to the Board of Trustees.  See “Description of Shares of Beneficial Interest – Preferred Shares of Beneficial Interest.” 
 
          Brandywine’s Declaration of Trust generally provides that a trustee may be removed from office only at a meeting of shareholders.  However, a trustee elected solely by holders of a series of preferred shares may be removed only by the affirmative vote of a majority of the preferred shares of that series voting as a single class.
 
Business Combinations
 
          Under Maryland law, as applicable to Maryland real estate investment trusts, certain “business combinations” (including certain mergers, consolidations, share exchanges, or, in certain circumstances, asset transfers or issuances or reclassifications of equity securities) between a Maryland real estate investment trust and an “interested shareholder” or an affiliate of the interested shareholder are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder.  An interested shareholder includes a person who beneficially owns, and an affiliate or associate (as defined under Maryland law) of the trust who, at any time during the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the trust’s then outstanding voting shares.  Thereafter, any such business combination must be recommended by the trustees of such trust and approved by the affirmative vote of at least:
 
 	•	80% of the votes entitled to be cast by holders of outstanding voting shares of beneficial interest of the trust, voting together as a single voting group; and	
 	 	 	
 	•	two-thirds of the votes entitled to be cast by holders of outstanding voting shares of beneficial interest other than shares held by the interested shareholder with whom or with whose affiliate the business combination is to be effected or by the interested shareholder’s affiliates or associates, voting together as a single voting group.	
 
          These super-majority voting requirements do not apply if the trust’s common shareholders receive a minimum price (as defined under Maryland law) for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for its shares.  These provisions also do not apply to business combinations that are approved or exempted by the Board of Trustees of the trust prior to the time that the 
 
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interested shareholder becomes an interested shareholder.  An amendment to a Maryland REIT’s declaration of trust electing not to be subject to the foregoing requirements must be approved by the affirmative vote of at least 80% of the votes entitled to be cast by holders of outstanding voting shares of beneficial interest of the trust, voting together as a single voting group, and two-thirds of the votes entitled to be cast by holders of outstanding voting shares of beneficial interest other than shares of beneficial interest held by interested shareholders.  Any such amendment shall not be effective until 18 months after the vote of shareholders and does not apply to any business combination of the trust with an interested shareholder that has such status on the date of the shareholder vote.  Brandywine’s Board of Trustees has previously exempted any business combinations involving Safeguard Scientifics, Inc., Pennsylvania State Employees’ Retirement System, LF Strategic Realty Investors L.P., Morgan Stanley Asset Management Inc., Five Arrows Realty Securities III L.L.C. and Gerard H.  Sweeney and their respective affiliates and associates from the business combination provisions summarized above and, consequently, the five-year prohibition and the super-majority vote requirements will not apply to business combinations between Brandywine and any of them.
 
          The business combination statute could have the effect of delaying, deferring or preventing offers to acquire Brandywine and of increasing the difficulty of consummating any such transaction.
 
Control Share Acquisitions
 
          Under Maryland law, as applicable to Maryland real estate investment trusts, “control shares” of a Maryland real estate investment trust acquired in a “control share acquisition” have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter by shareholders, excluding shares owned by the Acquirer, by officers or by trustees who are employees of the trust in question.  “Control shares” are voting shares of beneficial interest which, if aggregated with all other shares previously acquired by such Acquirer or in respect of which the Acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the Acquirer to exercise the voting power in the election of trustees within one of the following ranges of voting power:
 
 	•	one-tenth or more but less than one-third;	
 	 	 	
 	•	one-third or more but less than a majority; or	
 	 	 	
 	•	a majority or more of all voting power.	
 
          Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained shareholder approval.  A “control share acquisition” means the acquisition of control shares, subject to certain exceptions.
 
          A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses), may compel Brandywine’s Board of Trustees to call a special meeting of shareholders to be held within 50 days of demand to consider the voting rights of the shares.  If no request for a meeting is made, the trust may itself present the question at any shareholders meeting.
 
          If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then, subject to certain conditions and limitations, the trust may redeem any or all of the control shares, except those for which voting rights have previously been approved, for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any meeting of shareholders at which the voting rights of such shares are considered and not approved.  If voting rights for control shares are approved at a shareholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other shareholders may exercise appraisal rights.  The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition, and certain limitations and restrictions otherwise applicable to the exercise of dissenters’ rights do not apply in the context of a control share acquisition.
 
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          Brandywine’s Bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our shares.  There can be no assurance that this provision will not be amended or eliminated at any time in the future.
 
Amendment to the Declaration of Trust
 
          Brandywine’s Declaration of Trust may be amended only by the affirmative vote of the holders of not less than a majority of the shares then outstanding and entitled to vote thereon, except for the provisions of Brandywine’s Declaration of Trust relating to (1) increases or decreases in the aggregate number of shares of any class, which may generally be made by the Board of Trustees without shareholder approval subject to approval rights of holders of Series C Preferred Shares and Series D Preferred Shares with respect to issuances of preferred shares that would rank senior as to distributions or in liquidation and (2) the Maryland General Corporation Law provisions on business combinations, amendment of which requires the affirmative vote of the holders of not less than 80% of the shares then outstanding and entitled to vote.  In addition, if Brandywine’s Board of Trustees determines, with the advice of counsel, that any one or more of the provisions of its Declaration of Trust conflict with the Maryland REIT Law, the Code or other applicable Federal or state law(s), the conflicting provisions of Brandywine’s Declaration of Trust shall be deemed never to have constituted a part of its Declaration of Trust, even without any amendment thereof.
 
Termination of Brandywine Realty Trust and REIT Status
 
          Subject to the rights of any outstanding preferred shares and to the provisions of the Maryland REIT Law, Brandywine’s Declaration of Trust permits its Board of Trustees to terminate Brandywine’s existence and to discontinue its election to be taxed as a REIT.
 
Transactions between Brandywine Realty Trust and its Trustee or Officers
 
          Brandywine’s Declaration of Trust provides that any contract or transaction between it and one or more of its trustees, officers, employees or agents must be approved by a majority of Brandywine’s trustees who have no interest in the contract or transaction.
 
Limitation of Liability and Indemnification
 
          The Maryland REIT Law permits a Maryland REIT to include in its Declaration of Trust a provision limiting the liability of its trustees and officers to the trust and its shareholders for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty established by a final judgment as being material to the cause of action.  Brandywine’s Declaration of Trust contains a provision which eliminates such liability to the maximum extent permitted by the Maryland REIT Law.
 
          The Maryland REIT Law permits a Maryland REIT to indemnify and advance expenses to its trustees and officers to the same extent as permitted for directors and officers of a Maryland corporation under the Maryland General Corporation Law. In the case of directors and officers of a Maryland corporation, the Maryland General Corporation Law permits a Maryland corporation to indemnify present and former directors and officers against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of such service, unless it is established that either: (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and either (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty; (2) the director or officer actually received an improper personal benefit in money, property or services; or (3) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. 
 
          Brandywine’s Bylaws require Brandywine to indemnify, without a preliminary determination of the ultimate entitlement to indemnification: (1) any present or former trustee, officer or shareholder who has been successful, on the merits or otherwise, in the defense of a proceeding to which he was made a party by reason of such status, against reasonable expenses incurred by him in connection with the proceeding; (2) any present or
 
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former trustee or officer against any claim or liability to which he may become subject by reason of such status unless it is established that (a) his act or omission was committed in bad faith or was the result of active and deliberate dishonesty, (b) he actually received an improper personal benefit in money, property or services or (c) in the case of a criminal proceeding, he had reasonable cause to believe that his act or omission was unlawful; and (3) each shareholder or former shareholder against any claim or liability to which he may be subject by reason of such status as a shareholder or former shareholder. 
 
          In addition, Brandywine’s Bylaws require Brandywine to pay or reimburse, in advance of final disposition of a proceeding, reasonable expenses incurred by a present or former trustee, officer or shareholder made a party to a proceeding by reason of his status as a trustee, officer or shareholder provided that, in the case of a trustee or officer, Brandywine shall have received (1) a written affirmation by the trustee or officer of his good faith belief that he has met the applicable standard of conduct necessary for indemnification by Brandywine as authorized by the Bylaws and (2) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by Brandywine if it shall ultimately be determined that the applicable standard of conduct was not met.  The Bylaws also (1) permit Brandywine, with the approval of its trustees, to provide indemnification and payment or reimbursement of expenses to a present or former trustee, officer or shareholder who served Brandywine’s predecessor in such capacity, and to any of Brandywine’s employees or agents of its predecessor, (2) provide that any indemnification or payment or reimbursement of the expenses permitted by its Bylaws shall be furnished in accordance with the procedures provided for indemnification and payment or reimbursement of expenses under Section 2-418 of the Maryland General Corporation Law for directors of Maryland corporations and (3) permit Brandywine to provide such other and further indemnification or payment or reimbursement of expenses as may be permitted by the Maryland General Corporation Law for directors of Maryland corporations.
 
          The limited partnership agreement of the Operating Partnership also provides for indemnification by the Operating Partnership of Brandywine, as general partner, for any costs, expenses or liabilities incurred by it by reason of any act performed by it for or on behalf of the Operating Partnership; provided that such person’s actions were taken in good faith and in the belief that such conduct was in the best interests of the Operating Partnership and that such person was not guilty of fraud, willful misconduct or gross negligence.
 
          Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our trustees and officers pursuant to the foregoing provisions or otherwise, we have been advised that, although the validity and scope of the governing statute has not been tested in court, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In addition, state securities laws may limit indemnification.
 
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MATERIAL FEDERAL INCOME TAX CONSEQUENCES
 
          The following discussion describes the material U.S. federal income tax consequences relating to the taxation of Brandywine Realty Trust as a REIT and the ownership and disposition of Brandywine’s common shares.
 
          If Brandywine offers one or more series of preferred shares or debt securities under this prospectus, information about any income tax consequences to holders of those preferred shares or debt securities will be included in an applicable prospectus supplement.
 
          Because this is a summary that is intended to address only material federal income tax consequences relating to the ownership and disposition of Brandywine’s common shares that will apply to all holders, this summary may not contain all the information that may be important to you. As you review this discussion, you should keep in mind that:
 
 	•	the tax consequences to you may vary depending on your particular tax situation;	
 	 	 	
 	•	special rules that are not discussed below may apply to you if, for example, you are a tax-exempt organization, a broker-dealer, a non-U.S. person, a trust, an estate, a regulated investment company, a financial institution, an insurance company, or otherwise subject to special tax treatment under the Code;	
 	 	 	
 	•	this summary does not address state, local or non-U.S. tax considerations (See “ – Other Tax Consequences”);	
 	 	 	
 	•	this summary deals only with our common shareholders that hold common shares as “capital assets” within the meaning of Section 1221 of the Code; and	
 	 	 	
 	•	this discussion is not intended to be, and should not be construed as, tax advice.	
 
          You are urged both to review the following discussion and to consult with your own tax advisor to determine the effect of ownership and disposition of our common shares on your individual tax situation, including any state, local or non-U.S. tax consequences.
 
          As used herein, a “U.S. shareholder” means a beneficial owner of our common shares that is for U.S. federal income tax purposes (1) a citizen or resident of the U.S., (2) a corporation or partnership created or organized in or under the laws of the U.S. or any political subdivision thereof, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (4) a trust if it (a) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
 
          The information in this summary is based on the Code, current, temporary and proposed Treasury regulations, the legislative history of the Code, current administrative interpretations and practices of the Internal Revenue Service, including its practices and policies as endorsed in private letter rulings, which are not binding on the Internal Revenue Service, and existing court decisions. Future legislation, regulations, administrative interpretations and court decisions could change current law or adversely affect existing interpretations of current law. Any change could apply retroactively. We have not obtained any rulings from the Internal Revenue Service concerning the tax treatment of the matters discussed in this summary. Therefore, it is possible that the Internal Revenue Service could challenge the statements in this summary, which do not bind the Internal Revenue Service or the courts, and that a court could agree with the Internal Revenue Service.
 
          On October 22, 2004, President Bush signed into law the American Jobs Creation Act of 2004 (the “Act”).  The Act makes a number of changes to the REIT rules in the Code, generally taking effect in our taxable year beginning January 1, 2005.  The following summary includes a discussion of the material changes made by the Act.
 
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Taxation of Brandywine as a REIT
 
          Brandywine first elected to be taxed as a REIT for the taxable year ended December 31, 1986, and has operated and expects to continue to operate in such a manner so as to remain qualified as a REIT for Federal income tax purposes.  An entity that qualifies for taxation as a REIT and distributes to its shareholders an amount at least equal to 90% of its REIT taxable income (determined without regard to the deduction for dividends paid and by excluding any net capital gain) plus 90% of its income from foreclosure property (less the tax imposed on such income) is generally not subject to Federal corporate income taxes on net income that it currently distributes to shareholders. This treatment substantially eliminates the “double taxation” (at the corporate and shareholder levels) that generally results from investment in a corporation. However, we will be subject to Federal income tax as follows: 
 
 	(1)	We will be taxed at regular corporate rates on any undistributed REIT taxable income, including undistributed net capital gains. 	
 	 	 	
 	(2)	Under certain circumstances, we may be subject to the “alternative minimum tax” on our items of tax preference, if any.	
 	 	 	
 	(3)	If we have net income from prohibited transactions (which are, in general, certain sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business) such income will be subject to a 100% tax. See “ – Sale of Partnership Property.”	
 	 	 	
 	(4)	If we should fail to satisfy the 75% gross income test or the 95% gross income test (as discussed below), and nonetheless have maintained our qualification as a REIT because certain other requirements have been met, we will be subject to a 100% tax on the net income attributable to the greater of the amount by which we fail the 75% or 95% test, multiplied by a fraction intended to reflect our profitability.	
 	 	 	
 	(5)	If we should fail to distribute during each calendar year at least the sum of (1) 85% of our REIT ordinary income for such year, (2) 95% of our REIT capital gain net income for such year, and (3) any undistributed taxable income from prior years, we would be subject to a 4% excise tax on the excess of such required distribution over the amounts actually distributed. 	
 	 	 	
 	(6)	If we have (1) net income from the sale or other disposition of “foreclosure property” (which is, in general, property acquired by us by foreclosure or otherwise or default on a loan secured by the property) which is held primarily for sale to customers in the ordinary course of business or (2) other nonqualifying income from foreclosure property, we will be subject to tax on such income at the highest corporate rate.	
 	 	 	
 	(7)	If we were to acquire any asset from a taxable “C” corporation in a carry-over basis transaction, we could be liable for specified tax liability inherited from that “C” corporation with respect to that corporation’s “built-in gain” in its assets. Built-in gain is the amount by which an asset’s fair market value exceeds its adjusted tax basis. We would not be subject to tax on the built in gain, however, if we do not dispose of the acquired property within the 10-year period following acquisition of such property.	
 
Qualification of Brandywine as a REIT
 
          The Code defines a REIT as a corporation, trust or association: 
 
 	(1)	that is managed by one or more trustees or directors; 	
 
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 	(2)	the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest; 	
 	 	 	
 	(3)	that would be taxable as a domestic corporation but for Sections 856 through 859 of the Code;	
 	 	 	
 	(4)	that is neither a financial institution nor an insurance company subject to certain provisions of the Code;	
 	 	 	
 	(5)	the beneficial ownership of which is held by 100 or more persons; 	
 	 	 	
 	(6)	during the last half of each taxable year not more than 50% in value of the outstanding shares of which is owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include specified entities);	
 	 	 	
 	(7)	that makes an election to be taxable as a REIT, or has made this election for a previous taxable year which has not been revoked or terminated, and satisfies all relevant filing and other administrative requirements established by the Internal Revenue Service that must be met to elect and maintain REIT status;	
 	 	 	
 	(8)	that uses a calendar year for federal income tax purposes and complies with the record keeping requirements of the Code and the Treasury Regulations; and	
 	 	 	
 	(9)	that meets other applicable tests, described below, regarding the nature of its income and assets and the amount of its distributions. 	
 
          Conditions (1) through (4) must be satisfied during the entire taxable year, and condition (5) must be satisfied during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months. We have previously issued Common Shares in sufficient proportions to allow us to satisfy requirements (5) and (6) (the “100 Shareholder” and “five-or-fewer” requirements). In addition, our Declaration of Trust provides restrictions regarding the transfer of our shares that are intended to assist us in continuing to satisfy the requirements described in conditions (5) and (6) above. See “ – Description of Shares of Beneficial Interest  – Restrictions on Transfer.” However, these restrictions may not ensure that we will, in all cases, be able to satisfy the requirements described in conditions (5) and (6) above. In addition, we have not obtained a ruling from the Internal Revenue Service as to whether the provisions of our Declaration of Trust concerning restrictions on transfer and conversion of Common Shares to “Excess Shares” will allow us to satisfy conditions (5) and (6). If we fail to satisfy such share ownership requirements, our status as a REIT will terminate.  However, for taxable years beginning on or after January 1, 2005, the Act provides that if the failure to meet the share ownership requirements is due to reasonable cause and not due to willful neglect, we may avoid termination of our REIT status by paying a penalty of $50,000.   
 
          To monitor compliance with condition (6) above, a REIT is required to send annual letters to its shareholders requesting information regarding the actual ownership of its shares. If we comply with the annual letters requirement and do not know or, exercising reasonable diligence, would not have known of our failure to meet condition (6) above, then we will be treated as having met condition (6) above.
 
Qualified REIT Subsidiaries
 
          We currently have several wholly-owned subsidiaries which are “qualified REIT subsidiaries” and we may have additional wholly-owned “qualified REIT subsidiaries” in the future. The Code provides that a corporation that is a “qualified REIT subsidiary” shall not be treated as a separate corporation, and all assets, liabilities and items of income, deduction and credit of a “qualified REIT subsidiary” shall be treated as assets, liabilities and items of income, deduction and credit of the REIT. A “qualified REIT subsidiary” is a corporation, other than a taxable REIT subsidiary (discussed below), all of the capital stock of which is owned by the REIT and that has not elected to be a “Taxable REIT Subsidiary.” In applying the requirements described herein, all of our “qualified REIT subsidiaries” 
 
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will be ignored, and all assets, liabilities and items of income, deduction and credit of such subsidiaries will be treated as our assets, liabilities and items of income, deduction and credit. These subsidiaries, therefore, will not be subject to federal corporate income taxation, although they may be subject to state and local taxation. 
 
Taxable REIT Subsidiaries
 
          We currently have several “taxable REIT subsidiaries,” and may have additional taxable REIT subsidiaries in the future. A REIT may hold any direct or indirect interest in a corporation that qualifies as a “taxable REIT subsidiary” as long as the value of the REIT’s holdings of taxable REIT subsidiary securities do not exceed 20% of the value of the REIT’s total assets. To qualify as a taxable REIT subsidiary, the subsidiary and the REIT must make a joint election to treat the subsidiary as a taxable REIT subsidiary. A taxable REIT subsidiary also includes any corporation (other than a REIT or a qualified REIT subsidiary) in which a taxable REIT subsidiary directly or indirectly owns more than 35% of the total voting power or value. See “ – Asset Tests” below. A taxable REIT subsidiary will pay tax at regular corporate income rates on any taxable income it earns.
 
          A taxable REIT subsidiary can perform tenant services without causing the REIT to receive impermissible tenant services income under the REIT income tests. However, several provisions regarding the arrangements between a REIT and its taxable REIT subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. For example, a taxable REIT subsidiary is limited in its ability to deduct interest payments made to a REIT. In addition, a REIT will be obligated to pay a 100% penalty tax on some payments that it receives or on certain expenses deducted by the taxable REIT subsidiary if the economic arrangements between the REIT, the REIT’s tenants and the taxable REIT subsidiary are not comparable to similar arrangements among unrelated parties.
 
Ownership of Partnership Interests by a REIT
 
          A REIT that is a partner in a partnership is deemed to own its proportionate share of the assets of the partnership and is deemed to receive the income of the partnership attributable to such share. In addition, the character of the assets and gross income of the partnership retains the same character in the hands of the REIT. Accordingly, our proportionate share of the assets, liabilities and items of income of the Operating Partnership are treated as assets, liabilities and items of income of ours for purposes of applying the requirements described herein. Brandywine has control over the Operating Partnership and most of the partnership and limited liability company subsidiaries of the Operating Partnership and intends to operate them in a manner that is consistent with the requirements for qualification of Brandywine as a REIT.
 
Income Tests
 
          In order to qualify as a REIT, Brandywine must generally satisfy two gross income requirements on an annual basis. First, at least 75% of our gross income (excluding gross income from prohibited transactions) for each taxable year must be derived directly or indirectly from investments relating to real property or mortgages on real property (including “rents from real property” and, in certain circumstances, interest) or from certain types of temporary investments. Second, at least 95% of our gross income (excluding gross income from prohibited transactions) for each taxable year must be derived from the same items which qualify under the 75% gross income test, and from dividends, interest and gain from the sale or disposition of securities.
 
          Rents received by a REIT will qualify as “rents from real property” in satisfying the gross income requirements described above only if several conditions are met. First, the amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term “rents from real property” solely by reason of being based on a fixed percentage or percentages of gross receipts or sales. Second, subject to certain limited exceptions, rents received from a tenant will not qualify as “rents from real property” in satisfying the gross income tests if the REIT, or a direct or indirect owner of 10% or more of the REIT, directly or constructively, owns 10% or more of such tenant (a “Related Party Tenant”). Third, if rent attributable to personal property, leased in connection with a lease of real property, is greater than 15% of the total rent received under the lease, then the portion of rent attributable to such personal property will not qualify as “rents from real property.” Finally, in order for rents received with respect to a property to qualify as “rents from real property,” the REIT generally must not operate or manage the property or furnish or render services
 
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to tenants, except through an “independent contractor” who is adequately compensated and from whom the REIT derives no income, or through a taxable REIT subsidiary. The “independent contractor” requirement, however, does not apply to the extent the services provided by the REIT are “usually or customarily rendered” in connection with the rental of space for occupancy only, and are not otherwise considered “rendered to the occupant.”  In addition, a de minimis rule applies with respect to non-customary services. Specifically, if the value of the non-customary service income with respect to a property (valued at no less than 150% of the direct costs of performing such services) is 1% or less of the total income derived from the property, then all rental income except the non-customary service income will qualify as “rents from real property.”  A taxable REIT subsidiary may provide services (including noncustomary services) to a REIT’s tenants without “tainting” any of the rental income received by the REIT, and will be able to manage or operate properties for third parties and generally engage in other activities unrelated to real estate.
 
          We do not anticipate receiving rent that is based in whole or in part on the income or profits of any person (except by reason of being based on a fixed percentage or percentages of gross receipts or sales consistent with the rules described above). We also do not anticipate receiving more than a de minimis amount of rents from any related party tenant or rents attributable to personal property leased in connection with real property that will exceed 15% of the total rents received with respect to such real property. 
 
          We provide services to our properties that we own through the Operating Partnership, and we believe that all of such services will be considered “usually or customarily rendered” in connection with the rental of space for occupancy only so that the provision of such services will not jeopardize the qualification of rent from the properties as “rents from real property.” In the case of any services that are not “usual and customary” under the foregoing rules, we will employ an “independent contractor” or a taxable REIT subsidiary to provide such services. 
 
          The Operating Partnership may receive certain types of income that will not qualify under the 75% or 95% gross income tests. In particular, dividends received from a taxable REIT subsidiary will not qualify under the 75% test. We believe, however, that the aggregate amount of such items and other non-qualifying income in any taxable year will not cause Brandywine to exceed the limits on non-qualifying income under either the 75% or 95% gross income tests. 
 
          If Brandywine fails to satisfy one or both of the 75% of 95% gross income tests for any taxable year, Brandywine may nevertheless qualify as a REIT for such year if it is entitled to relief under certain provisions of the Code. These relief provisions will be generally available if (1) the failure to meet such tests was due to reasonable cause and not due to willful neglect, (2) we have attached a schedule of the sources of our income to our return, and (3) any incorrect information on the schedule was not due to fraud with intent to evade tax. In addition, for taxable years beginning on or after January 1, 2005, the Act provides that we must also file a disclosure schedule with the IRS after we determine that we have not satisfied one of the gross income tests.  It is not possible, however, to state whether in all circumstances Brandywine would be entitled to the benefit of these relief provisions.  As discussed above in “Taxation of Brandywine as a REIT,” even if these relief provisions apply, a tax would be imposed based on the excess net income.
 
          Any gain realized by us on the sale of any property held as inventory or other property held primarily for sale to customers in the ordinary course of business, including Brandywine’s share of this type of gain realized by the Operating Partnership, will be treated as income from a prohibited transaction that is subject to a 100% penalty tax.  Under existing law, whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends on all the facts and circumstances of a particular transaction.  We intend to hold properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing, owning and operating properties, and to make occasional sales of properties as are consistent with our investment objectives.  We cannot provide any assurance, however, that the Internal Revenue Service might not contend that one or more of these sales are subject to the 100% penalty tax. 
 
Asset Tests
 
          At the close of each quarter of each taxable year, Brandywine must satisfy the following tests relating to the nature of our assets:
 
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          First, at least 75% of the value of our total assets must be represented by cash or cash items (which generally include receivables), government securities, “real estate assets” (which generally include interests in real property, interests in mortgages on real property and shares of other REITs), or, in cases where we receive proceeds from shares of beneficial interest or publicly offered long-term (at least five-year) debt, temporary investments in stock or debt instruments during the one-year period following our receipt of such proceeds.
 
          Second, of the investments not included in the 75% asset class, the value of any one issuer’s securities we own may not exceed 5% of the value of our total assets; and we may not own more than 10% of the vote or value of any one issuer’s outstanding securities, except for our interests in the Operating Partnership, noncorporate subsidiaries, taxable REIT subsidiaries and any qualified REIT subsidiaries, and except (with respect to the 10% value test) certain “straight debt” securities.
 
          Effective for taxable years beginning after December 31, 2000, the Act expands the safe harbor under which certain types of securities are disregarded for purposes of the 10% value limitation to include (i) straight debt securities (including straight debt securities that provides for certain contingent payments); (ii) any loan to an individual or an estate; (iii) any rental agreement described in Section 467 of the Code, other than with a “related person”; (iv) any obligation to pay rents from real property; (v) certain securities issued by a State or any political subdivision thereof, or the Commonwealth of Puerto Rico; (vi) any security issued by a REIT; and (vii) any other arrangement that, as determined by the Secretary of the Treasury, is excepted from the definition of a security.  In addition, for purposes of applying the 10% value limitation, (a) a REIT’s interest as a partner in a partnership is not considered a security; (b) any debt instrument issued by a partnership is not treated as a security if at least 75% of the partnership’s gross income is from sources that would qualify for the 75% REIT gross income test, and (c) any debt instrument issued by a partnership is not treated as a security to the extent of the REIT’s interest as a partner in the partnership.
 
          Third, not more than 20% of the value of our assets may be represented by securities of one or more taxable REIT subsidiaries.
 
          For purposes of the 75% asset test, the term “interest in real property” includes an interest in land and improvements thereon, such as buildings or other inherently permanent structures, including items that are structural components of such buildings or structures, a leasehold of real property, and an option to acquire real property, or a leasehold of real property.
 
          For purposes of the asset tests, we are deemed to own our proportionate share of the assets of the Operating Partnership, any qualified REIT subsidiary, and each noncorporate subsidiary, rather than our interests in those entities. At least 75% of the value of our total assets have been and will be represented by real estate assets, cash and cash items, including receivables and government securities. In addition, except for our interests in the Operating Partnership, the noncorporate subsidiaries, another REIT, any taxable REIT subsidiary and any qualified REIT subsidiary, we have not owned, and will not own (1) securities of any one issuer the value of which exceeds 5% of the value of our total assets, or (2) more than 10% of the vote or value of any one issuer’s outstanding securities. We have not owned, and will not own, securities of taxable REIT subsidiaries with an aggregate value in excess of 20% of the value of our assets.
 
          As noted above, one of the requirements for qualification as a REIT is that a REIT not own more than 10% of the vote or value of any corporation other than the stock of a qualified REIT subsidiary (of which the REIT is required to own all of such stock), a taxable REIT subsidiary and stock in another REIT. The Operating Partnership owns all or substantially all of the voting securities of several entities that have elected to be taxed as corporations and are taxable REIT subsidiaries. We and each taxable REIT subsidiary have jointly made a taxable REIT subsidiary election and, therefore, ownership of such subsidiaries will not violate the 10% test. 
 
          We own 100% of the common shares of Atlantic American Properties Trust, a Maryland business trust that has elected to be treated as a real estate investment trust (“AAPT”). Provided that AAPT continues to qualify as a REIT (including satisfaction of the ownership, income, asset and distribution tests discussed herein) the common shares of AAPT will qualify as real estate assets under the 75% test. However, if AAPT fails to qualify as a REIT in any year, then the common shares of AAPT will not qualify as real estate assets under the 75% test. In addition, because we own more than 10% of the common shares of AAPT, Brandywine would not satisfy the 10% test if
 
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AAPT were to fail to qualify as a REIT. Accordingly, Brandywine’s qualification as a REIT depends upon the ability of AAPT to continue to qualify as a REIT.
 
          After initially meeting the asset tests at the close of any quarter, Brandywine will not lose its status as a REIT for failure to satisfy the asset tests at the end of a later quarter solely by reason of changes in asset values. If the failure to satisfy the asset tests results from an acquisition of securities or other property during a quarter, the failure can be cured by disposition of sufficient nonqualifying assets within 30 days after the close of that quarter. We intend to maintain adequate records of the value of our assets to ensure compliance with the asset tests, and to take such other action within 30 days after the close of any quarter as may be required to cure any noncompliance. However, there can be no assurance that such other action will always be successful. If we fail to cure any noncompliance with the asset tests within such time period, our status as a REIT would be lost.
 
          For taxable years beginning on or after January 1, 2005, the Act provides relief from certain failures to satisfy the REIT asset tests.  If the failure relates to the 5% test or 10% test, and if the failure is de minimis (does not exceed the lesser of $10 million or 1% of our assets as of the end of the quarter), we may avoid the loss of our REIT status by disposing of sufficient assets to cure the failure within 6 months after the end of the quarter in which the failure was identified.  For failures to meet the asset tests that are more than a de minimis amount, we may avoid the loss of our REIT status if: the failure was due to reasonable cause, we file a disclosure schedule at the end of the quarter in which the failure was identified, we dispose of sufficient assets to cure the failure within 6 months after the end of the quarter, and we pay a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying assets.
 
Annual Distribution Requirements
 
          In order to qualify as a REIT, Brandywine is required to distribute dividends (other than capital gain dividends) to our shareholders in an amount at least equal to (1) the sum of (a) 90% of its “REIT taxable income” (computed without regard to the dividends paid deduction and the REIT’s net capital gain) and (b) 90% of the net income (after tax), if any, from foreclosure property, minus (2) certain “excess” non-cash income. In addition, if we dispose of a built-in gain asset during the 10 year period following its acquisition, we will be required to distribute at least 90% of the built-in gain (after tax), if any, recognized on the disposition of such asset. Such distributions must be paid in the taxable year to which they relate, or in the following taxable year if declared before Brandywine timely files its tax return for such year and if paid on or before the first regular dividend payment after such declaration. To the extent that we do not distribute all of our net capital gain or we distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates. Furthermore, if we should fail to distribute during each calendar year at least the sum of (1) 85% of our REIT ordinary income for such year, (2) 95% of our REIT net capital gain income for such year and (3) any undistributed taxable income from prior periods, we would be subject to a 4% excise tax on the excess of such required distribution over the amounts actually distributed.
 
          Brandywine intends to make timely distributions sufficient to satisfy the annual distribution requirements. In this regard, the limited partnership agreement of the Operating Partnership authorizes Brandywine, as general partner, to operate the partnership in a manner that will enable it to satisfy the REIT requirements and avoid the imposition of any federal income or excise tax liability. It is possible that we, from time to time, may not have sufficient cash or other liquid assets to meet the 90% distribution requirement due primarily to the expenditure of cash for nondeductible items such as principal amortization or capital expenditures. In order to meet the 90% distribution requirement, we may borrow or may cause the Operating Partnership to arrange for short-term or other borrowing to permit the payment of required distributions or declare a consent dividend, which is a hypothetical distribution to shareholders out of our earnings and profits. The effect of such a consent dividend (which, in conjunction with distributions actually paid, must not be preferential to those shareholders who agree to such treatment) would be that such shareholders would be treated for federal income tax purposes as if they had received such amount in cash, and they then had immediately contributed such amount back to Brandywine as additional paid-in capital. This would result in taxable income to those shareholders without the receipt of any actual cash distribution but would also increase their tax basis in their shares by the amount of the taxable income recognized.
 
          Under certain circumstances, Brandywine may be able to rectify a failure to meet the distribution requirement for a given year by paying “deficiency dividends” to shareholders in a later year that may be included in
 
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Brandywine’s deduction for distributions paid for the earlier year. Thus, Brandywine may be able to avoid being taxed on amounts distributed as deficiency dividends; however, Brandywine will be required to pay to the Internal Revenue Service interest based upon the amount of any deduction taken for deficiency dividends.
 
Failure to Qualify
 
          For taxable years beginning on or after January 1, 2005, the Act provides relief for many failures to satisfy the REIT requirements.  In addition to the relief provisions for failures to satisfy the income and asset tests (discussed above), the Act provides additional relief for other failures to satisfy REIT requirements.  If the failure is due to reasonable cause and not due to willful neglect, and we elect to pay a penalty of $50,000 for each failure, we can avoid the loss of our REIT status.
 
          If Brandywine fails to qualify for taxation as a REIT in any taxable year and the relief provisions do not apply, it will be subject to tax (including any applicable corporate alternative minimum tax) on its taxable income at regular corporate rates. Distributions to shareholders in any year in which Brandywine fails to qualify will not be deductible to us. In such event, to the extent of Brandywine’s current and accumulated earnings and profits, all distributions to shareholders will be taxable to them as ordinary income, and, subject to certain limitations of the Code, corporate distributees may be eligible for the dividends received deduction. Unless entitled to relief under specific statutory provisions, Brandywine also will be disqualified from taxation as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to state whether in all circumstances Brandywine would be entitled to such statutory relief.
 
Income Taxation of the Operating Partnership, Subsidiary Partnerships and Their Partners
 
          The following discussion summarizes certain Federal income tax considerations applicable to Brandywine’s investment in the Operating Partnership and the Operating Partnership’s subsidiary partnerships and limited liability companies (referred to as the “Subsidiary Partnerships”). 
 
Classification of the Operating Partnership and Subsidiary Partnerships as Partnerships
 
          Brandywine owns all of its Properties or the economic interests therein through the Operating Partnership.  Brandywine will be entitled to include in its income its distributive share of the income and to deduct its distributive share of the losses of the Operating Partnership (including the Operating Partnership’s share of the income or losses of the Subsidiary Partnerships) only if the Operating Partnership and the Subsidiary Partnerships (collectively, the “Partnerships”) are classified for Federal income tax purposes as partnerships rather than as associations taxable as corporations. For taxable periods prior to January 1, 1997, an organization formed as a partnership was treated as a partnership for Federal income tax purposes rather than as a corporation only if it had no more than two of the four corporate characteristics that the Treasury Regulations used to distinguish a partnership from a corporation for tax purposes. These four characteristics were continuity of life, centralization of management, limited liability and free transferability of interests.
 
          Neither the Operating Partnership nor any of the Subsidiary Partnerships requested a ruling from the Internal Revenue Service that it would be treated as a partnership for Federal income tax purposes. 
 
          Effective January 1, 1997, Treasury Regulations eliminated the four-factor test described above and, instead, permit partnerships and other non-corporate entities to be taxed as partnerships for federal income tax purposes without regard to the number of corporate characteristics possessed by such entity. Under those Treasury Regulations, both the Operating Partnership and each of the Subsidiary Partnerships will be classified as partnerships for federal income tax purposes except for any entity for which an affirmative election is made by the entity to be taxed as a corporation.  Under a special transitional rule in the Treasury Regulations, the Internal Revenue Service will not challenge the classification of an existing entity such as the Operating Partnership or a Subsidiary Partnership for periods prior to January 1, 1997 if: (1) the entity has a “reasonable basis” for its classification; (2) the entity and each of its members recognized the federal income tax consequences of any change in classification of the entity made within the 60 months prior to January 1, 1997; and (3) neither the entity nor any of its members had been notified in writing on or before May 8, 1996 that its classification was under examination
 
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by the Internal Revenue Service. Neither the Operating Partnership nor any of the Subsidiary Partnerships changed its classification within the 60 month period preceding May 8, 1996, nor was any one of them notified that its classification as a partnership for federal income tax purposes was under examination by the Internal Revenue Service. 
 
          If for any reason the Operating Partnership or a Subsidiary Partnership were classified as an association taxable as a corporation rather than as a partnership for Federal income tax purposes, Brandywine would not be able to satisfy the income and asset requirements for REIT status. See “ – Income Tests” and “ – Asset Tests.” In addition, any change in any such Partnership’s status for tax purposes might be treated as a taxable event, in which case we might incur a tax liability without any related cash distribution. See “ – Annual Distribution Requirements.” Further, items of income and deduction of any such Partnership would not pass through to its partner (e.g., Brandywine), and its partners would be treated as shareholders for tax purposes. Any such Partnership would be required to pay income tax at corporate tax rates on its net income and distributions to its partners would constitute dividends that would not be deductible in computing such Partnership’s taxable income.
 
Partnership Allocations
 
          Although a partnership agreement will generally determine the allocation of income and losses among partners, such allocations will be disregarded for tax purposes if they do not comply with the provisions of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder, which require that partnership allocations respect the economic arrangement of the partners.
 
          If an allocation is not recognized for Federal income tax purposes, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership, which will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. The Operating Partnership’s allocations of taxable income and loss are intended to comply with the requirements of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder.
 
Tax Allocations With Respect to Contributed Properties
 
          We believe that the fair market values of the properties contributed directly or indirectly to the Operating Partnership in various transactions were different than the tax basis of such Properties. Pursuant to Section 704(c) of the Code, items of income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership must be allocated for Federal income tax purposes in a manner such that the contributor is charged with or benefits from the unrealized gain or unrealized loss associated with the property at the time of the contribution. The amount of such unrealized gain or unrealized loss is generally equal to the difference between the fair market value of the contributed property at the time of contribution and the adjusted tax basis of such property at the time of contribution (the “Pre-Contribution Gain or Loss”). The partnership agreement of the Operating Partnership requires allocations of income, gain, loss and deduction attributable to such contributed property to be made in a manner that is consistent with Section 704(c) of the Code. Thus, if the Operating Partnership sells contributed property at a gain or loss, such gain or loss will be allocated to the contributing partners, and away from us, generally to the extent of the Pre-Contribution Gain or Loss. 
 
          The Treasury Department has issued final regulations under Section 704(c) of the Code which give partnerships flexibility in ensuring that a partner contributing property to a partnership receives the tax benefits and burdens of any Pre-Contribution Gain or Loss attributable to the contributed property. These regulations permit partnerships to use any “reasonable method” of accounting for Pre-Contribution Gain or Loss. These regulations specifically describe three reasonable methods, including (1) the “traditional method” under current law, (2) the traditional method with the use of “curative allocations” which would permit distortions caused by Pre-Contribution Gain or Loss to be rectified on an annual basis and (3) the “remedial allocation method” which is similar to the traditional method with “curative allocations.” The partnership agreement of the Operating Partnership permits us, as general partner, to select one of these methods to account for Pre-Contribution Gain or Loss. 
 
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Depreciation
 
          The Operating Partnership’s assets other than cash consist largely of appreciated property contributed by its partners. Assets contributed to a partnership in a tax-free transaction generally retain the same depreciation method and recovery period as they had in the hands of the partner who contributed them to the partnership. Accordingly, the Operating Partnership’s depreciation deductions for its real property are based largely on the historic tax depreciation schedules for the properties prior to their contribution to the Operating Partnership. The properties are being depreciated over a range of 15 to 40 years using various methods of depreciation which were determined at the time that each item of depreciable property was placed in service. Any depreciable real property purchased by the Partnerships is currently depreciated over 40 years. In certain instances where a partnership interest rather than real property is contributed to the Partnership, the real property may not carry over its recovery period but rather may, similarly, be subject to the lengthier recovery period.
 
          Section 704(c) of the Code requires that depreciation as well as gain and loss be allocated in a manner so as to take into account the variation between the fair market value and tax basis of the property contributed. Thus, because most of the property contributed to the Operating Partnerships is appreciated, we will generally receive allocations of tax depreciation in excess of our percentage interest in the Operating Partnership. Depreciation with respect to any property purchased by the Operating Partnership subsequent to the admission of its partners, however, will be allocated among the partners in accordance with their respective percentage interests in the Operating Partnership.
 
          As described previously, Brandywine, as a general partner of the Operating Partnership, may select any permissible method to account for Pre-Contribution Gain or Loss. The use of certain of these methods may result in us being allocated lower depreciation deductions than if a different method were used. The resulting higher taxable income and earnings and profits, as determined for federal income tax purposes, should decrease the portion of distributions which may be treated as a return of capital. See “– Taxation of Taxable Domestic Shareholders.”
 
Basis in Operating Partnership Interest
 
          Our adjusted tax basis in each of the partnerships in which we have an interest generally (1) will be equal to the amount of cash and the basis of any other property contributed to such partnership by us, (2) will be increased by (a) our allocable share of such partnership’s income and (b) our allocable share of any indebtedness of such partnership, and (3) will be reduced, but not below zero, by our allocable share of (a) such partnership’s loss and (b) the amount of cash and the tax basis of any property distributed to us and by constructive distributions resulting from a reduction in our share of indebtedness of such partnership.
 
          If our allocable share of the loss (or portion thereof) of any partnership in which we have an interest would reduce the adjusted tax basis of our partnership interest in such partnership below zero, the recognition of such loss will be deferred until such time as the recognition of such loss (or portion thereof) would not reduce our adjusted tax basis below zero. To the extent that distributions to us from a partnership, or any decrease in our share of the nonrecourse indebtedness of a partnership (each such decrease being considered a constructive cash distribution to the partners), would reduce our adjusted tax basis below zero, such distributions (including such constructive distributions) would constitute taxable income to us. Such distributions and constructive distributions normally would be characterized as long-term capital gain if our interest in such partnership has been held for longer than the long-term capital gain holding period (currently 12 months). 
 
Sale of Partnership Property
 
          Generally, any gain realized by a partnership on the sale of property held by the partnership for more than 12 months will be long-term capital gain, except for any portion of such gain that is treated as depreciation or cost recovery recapture. However, under requirements applicable to REITs under the Code, our share as a partner of any gain realized by the Operating Partnership on the sale of any property held as inventory or other property held primarily for sale to customers in the ordinary course of a trade or business will be treated as income from a prohibited transaction that is subject to a 100% penalty tax. See “– Taxation of Brandywine as a REIT.” Such prohibited transaction income will also have an adverse effect upon our ability to satisfy the income tests for REIT status. See “ – Income Tests.” Whether property is held as inventory or primarily for sale to customers in the
 
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ordinary course of a trade or business is a question of fact that depends on all the facts and circumstances with respect to the particular transaction. A safe harbor to avoid classification as a prohibited transaction exists as to real estate assets held for the production of rental income by a REIT if the following requirements are satisfied: (1) the REIT has held the property for at least four years, (2) aggregate expenditures of the REIT during the four-year period preceding the sale which are includible in basis do not exceed 30% of the net selling price of the property, (3) (a) during the taxable year the REIT has made no more than seven sales of property or, in the alternative, (b) the aggregate of the adjusted bases of all properties sold during the year does not exceed 10% of the adjusted bases of all of the REIT’s properties during the year, (4) in the case of property, not acquired through foreclosure or lease termination, the REIT has held the property for not less than four years for the production of rental income, and (5) if the requirement of clause (3) (a) is not satisfied, substantially all of the marketing and development expenditures were made through an independent contractor. Brandywine, as general partner of the Operating Partnership, believes that the Operating Partnership intends to hold its properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing, owning, operating and leasing properties and to make such occasional sales of the properties as are consistent with its and the Operating Partnership’s investment objectives. No assurance can be given, however, that every property sale by the Partnerships will constitute a sale of property held for investment.
 
Taxation of Taxable U.S. Shareholders
 
          As long as Brandywine qualifies as a REIT, distributions made to Brandywine’s taxable U.S. shareholders out of current or accumulated earnings and profits (and not designated as capital gain dividends or qualified dividend income) will be dividends taxable to such U.S. shareholders as ordinary income and will not be eligible for the dividends received deduction for corporations. Distributions that are designated as long-term capital gain dividends will be taxed as long-term capital gains (to the extent they do not exceed our actual net capital gain for the taxable year) without regard to the period for which the U.S. shareholder has held its shares of beneficial interest. However, corporate shareholders may be required to treat up to 20% of certain capital gain dividends as ordinary income. For calendar years 2003 through 2008, distributions that are designated as qualified dividend income will be taxed at the same rate as long-term capital gains. We may designate a distribution as qualified dividend income to the extent of (1) qualified dividend income we receive during the current year (for example, dividends received from a taxable REIT subsidiary), and (2) income on which we have been subject to corporate level tax during the prior year (for example, undistributed REIT taxable income) less the tax paid on that income.  We expect that ordinary dividends paid by Brandywine generally will not be eligible for treatment as qualified dividend income to any significant extent.  Distributions in excess of current and accumulated earnings and profits will not be taxable to a U.S. shareholder to the extent that they do not exceed the adjusted basis of the shareholder’s shares, but rather will reduce the adjusted basis of such shares. To the extent that distributions in excess of current and accumulated earnings and profits exceed the adjusted basis of a U.S. shareholder’s shares, such distributions will be included in income as long-term capital gain (or short-term capital gain if the shares have been held for 12 months or less) assuming the shares are a capital asset in the hands of the shareholder. In addition, any distribution declared by us in October, November or December of any year payable to a shareholder of record on a specified date in any such month shall be treated as both paid by Brandywine and received by the shareholder on December 31 of such year, provided that the distribution is actually paid by Brandywine not later than the end of January of the following calendar year. Shareholders may not include in their individual income tax returns any of Brandywine’s losses.
 
          In general, a U.S. shareholder will recognize capital gain or loss on the disposition of common shares equal to the difference between the sales price for such shares and the adjusted tax basis for such shares. Gain or loss recognized upon a sale or exchange of common shares by a U.S. shareholder who has held such shares for more than one year will be treated as long-term capital gain or loss, respectively, and otherwise will be treated as short-term capital gain or loss.  However, any loss upon a sale or exchange of shares by a U.S. shareholder who has held such shares for six months or less (after applying certain holding period rules) will be treated as a long-term capital loss to the extent such shareholder has received distributions from us required to be treated as long-term capital gain. U.S. shareholders who realize a loss on the sale or exchange of shares may be required to file IRS Form 8886, Reportable Transaction Disclosure Statement, if the loss exceeds certain thresholds (for individual taxpayers, the threshold is $2,000,000 for a loss in a single taxable year).  U.S. shareholders should consult with their tax advisors regarding Form 8886 filing requirements.
 
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          Distributions from us and gain from the disposition of shares will not be treated as passive activity income and, therefore, U.S. shareholders will not be able to apply any “passive losses” against such income. Distributions from us (to the extent they do not constitute a return of capital or capital gain dividends) and, on an elective basis, capital gain dividends and gain from the disposition of shares will generally be treated as investment income for purposes of the investment income limitation.
 
Backup Withholding and Information Reporting
 
          In general, Brandywine will report to its U.S. shareholders and the Internal Revenue Service the amount of distributions paid (unless the U.S. shareholder is an exempt recipient such as a corporation) during each calendar year, and the amount of tax withheld, if any. Under the backup withholding rules, a shareholder may be subject to backup withholding at the rate of 28% with respect to distributions paid unless such shareholder (a) is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact, or (b) provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding and otherwise complies with applicable requirements of the backup withholding rules. A shareholder that does not provide us with his correct taxpayer identification number may also be subject to penalties imposed by the Internal Revenue Service. Any amount paid as backup withholding may be credited against the shareholder’s income tax liability. In addition, we may be required to withhold a portion of capital gain distributions to any shareholders who fail to certify their non-foreign status to Brandywine.  See “– Taxation of Foreign Shareholders.”
 
Taxation of Tax-Exempt Shareholders
 
          Distributions by us to a shareholder that is a tax-exempt entity should not constitute “unrelated business taxable income” (“UBTI”), as defined in Section 512(a) of the Code provided that the tax-exempt entity has not financed the acquisition of its shares with “acquisition indebtedness” within the meaning of the Code and the shares are not otherwise used in an unrelated trade or business of the tax-exempt entity.
 
          In the case of a “qualified trust” (generally, a pension or profit-sharing trust) holding shares in a REIT, the beneficiaries of the trust are treated as holding shares in the REIT in proportion to their actuarial interests in the qualified trust, instead of treating the qualified trust as a single individual (the “look-through exception”). A qualified trust that holds more than 10% of the shares of a REIT is required to treat a percentage of REIT dividends as UBTI if the REIT incurs debt to acquire or improve real property. This rule applies, however, only if (1) the qualification of the REIT depends upon the application of the “look through” exception (described above) to the restriction on REIT shareholdings by five or fewer individuals, including qualified trusts (see “Description of Shares of Beneficial Interest - Restrictions on Transfer”) and (2) the REIT is “predominantly held” by qualified trusts, i.e., if either (a) a single qualified trust holds more than 25% by value of the interests in the REIT or (b) one or more qualified trusts, each owning more than 10% by value, holds in the aggregate more than 50% of the interests in the REIT. The percentage of any dividend paid (or treated as paid) to such a qualified trust that is treated as UBTI is equal to the amount of modified gross income (gross income less directly connected expenses) from the unrelated trade or business of the REIT (treating the REIT as if it were a qualified trust), divided by the total modified gross income of the REIT. A de minimis exception applies where the percentage is less than 5%. 
 
Taxation of Non-U.S. Shareholders
 
          The rules governing United States Federal income taxation of nonresident alien individuals, foreign corporations, foreign partnerships and other shareholders that are not U.S. shareholders (collectively, “Non-U.S. Shareholders”) are complex and no attempt will be made herein to provide more than a summary of such rules.  Prospective Non-U.S. Shareholders should consult with their own tax advisors to determine the impact of Federal, state and local income tax laws with regard to an investment in our shares, including any reporting requirements. 
 
          Distributions made by us that are not attributable to gain from sales or exchanges by us of United States real property interests and not designated by us as capital gains dividends will be treated as dividends of ordinary income to the extent that they are made out of current or accumulated earnings and profits of Brandywine. Such distributions will ordinarily be subject to a withholding tax equal to 30% of the gross amount of the distribution unless an applicable tax treaty reduces or eliminates that tax. However, if income from the investment in our shares is treated as effectively connected with the Non-U.S. Shareholder’s conduct of a United States trade or business, the
 
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Non-U.S. Shareholder generally will be subject to a tax at graduated rates, in the same manner as U.S. shareholders are taxed with respect to such distributions (and may also be subject to the 30% branch profits tax in the case of a shareholder that is a foreign corporation). We expect to withhold United States income tax at the rate of 30% on the gross amount of any such distributions made to a Non-U.S. Shareholder unless (1) a lower treaty rate applies and the Non-U.S. shareholder files a W-8BEN (or applicable substitute form) or (2) the Non-U.S. Shareholder files an IRS Form W-8ECI with us claiming that the distribution is effectively connected income. Distributions in excess of our current and accumulated earnings and profits will not be taxable to a shareholder to the extent that such distributions do not exceed the adjusted basis of the shareholder’s shares, but rather will reduce the adjusted basis of the shareholder in such shares. To the extent that distributions in excess of current and accumulated earnings and profits exceed the adjusted basis of a Non-U.S. shareholder’s shares, such distributions will give rise to tax liability if the Non-U.S. Shareholder would otherwise be subject to tax on any gain from the sale or disposition of its shares, as described below. If it cannot be determined at the time a distribution is made whether or not such distribution will be in excess of current and accumulated earnings and profits, the distributions will be subject to withholding at the same rate as dividends. However, amounts thus withheld are refundable to the shareholder if it is subsequently determined that such distribution was, in fact, in excess of our current and accumulated earnings and profits.
 
          For any year in which Brandywine qualifies as a REIT, except as provided below for certain distributions after January 1, 2005, distributions that are attributable to gain from sales or exchanges by us of United States real property interests will be taxed to a Non-U.S. Shareholder under the provisions of the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”). Under FIRPTA, distributions attributable to gain from sales of United States real property interests are taxed to a Non-U.S. Shareholder as if such gain were effectively connected with a United States business. Individuals who are Non-U.S. Shareholders will be required to report such gain on a U.S. federal income tax return and such gain will be taxed at the normal capital gain rates applicable to U.S. individual shareholders (subject to applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals). Also, distributions subject to FIRPTA may be subject to a 30% branch profits tax in the hands of a foreign corporate shareholder not entitled to treaty relief.  Brandywine is required by applicable Treasury Regulations to withhold 35% of any distribution that could be designated by us as a capital gains dividend. The amount is creditable against the Non-U.S. Shareholder’s U.S. tax liability.
 
          For distributions after January 1, 2005, the Act provides that distributions attributable to gain from sales or exchanges by us of United States real property interests are treated as ordinary dividends (not subject to FIRPTA) if the distribution is made to a Non-U.S. Shareholder with respect to any class of stock which is “regularly traded” on an established securities market located in the United States and if the Non-U.S. shareholder did not own more than 5% of such class of stock at any time during the taxable year.  Accordingly, such distributions will generally be subject to a 30% U.S. withholding tax (subject to reduction under applicable treaty) and a Non-U.S. Shareholder will not be required to report the distribution on a U.S. tax return.  In addition, the branch profits tax will not apply to such distributions. 
 
          Gain recognized by a Non-U.S. Shareholder upon a sale of shares generally will not be taxed under FIRPTA if Brandywine is a “domestically controlled REIT,” defined generally as a REIT in which at all times during a specified testing period less than 50% in value of the shares of beneficial interest was held directly or indirectly by foreign persons. It is currently anticipated that we will be a “domestically controlled REIT,” and therefore the sale of shares by a Non-U.S. Shareholder will not be subject to taxation under FIRPTA. However, because the shares may be traded, we cannot be sure that we will continue to be a “domestically controlled REIT.” Gain not subject to FIRPTA will be taxable to a Non-U.S. Shareholder if (1) investment in the shares is effectively connected with the Non-U.S. Shareholder’s United States trade or business, in which case the Non-U.S. Shareholder will be subject to the same treatment as U.S. shareholders with respect to such gain or (2) the Non-U.S. Shareholder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year, in which case the nonresident alien individual will be subject to a 30% tax on the individual’s capital gains. If the gain on the sale of shares were to be subject to taxation under FIRPTA, the Non-U.S. Shareholder would be subject to the same treatment as U.S. shareholders with respect to such gain (subject to applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals).
 
          If we were not a domestically controlled REIT, a sale of common shares by a Non-U.S. shareholder would not be subject to taxation under FIRPTA as a sale of a U.S. real property interest if (1) our preferred shares or common shares were “regularly traded” on an established securities market within the meaning of applicable
 
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Treasury regulations and (2) the Non-U.S. shareholder did not actually, or constructively under specified attribution rules under the Code, own more than 5% of our preferred shares or common shares at any time during the shorter of the five-year period preceding the disposition or the holder’s holding period.
 
Statement of Share Ownership
 
          Brandywine is required to demand annual written statements from the record holders of designated percentages of our shares disclosing the actual owners of the shares.  Brandywine must also maintain, within the Internal Revenue District in which it is required to file its federal income tax return, permanent records showing the information Brandywine has received as to the actual ownership of such shares and a list of those persons failing or refusing to comply with such demand. 
 
Other Tax Consequences
 
          Brandywine, the Operating Partnership, the Subsidiary Partnerships and Brandywine’s shareholders may be subject to state or local taxation in various state or local jurisdictions, including those in which it or they transact business or reside. The state and local tax treatment of Brandywine, the Operating Partnership, the Subsidiary Partnerships and Brandywine’s shareholders may not conform to the Federal income tax consequences discussed above. Consequently, prospective shareholders should consult their own tax advisors regarding the effect of state and local tax laws on an investment in our securities.
 
Possible Federal Tax Developments
 
          The rules dealing with Federal income taxation are constantly under review by the Internal Revenue Service, the Treasury Department and the Congress. New Federal tax legislation or other provisions may be enacted into law or new interpretations, rulings, Treasury Regulations or court decisions could be adopted, all of which could adversely affect the taxation of Brandywine or of its shareholders. We cannot predict the likelihood of passage of any new tax legislation or other provisions or court decisions either directly or indirectly affecting us or our shareholders. Consequently, the tax treatment described herein may be modified prospectively or retroactively by legislative, judicial or administrative action.
 
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PLAN OF DISTRIBUTION
 
          We may sell the securities to one or more underwriters for public offering and sale by them or may sell the securities directly to one or more investors or through agents or through a combination of any of such methods.  Any such underwriter or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement.
 
          We or underwriters may offer and sell the securities at a fixed price or prices, which may be changed, at prices related to the prevailing market prices at the time of sale or at negotiated prices for cash or assets.  We also may, from time to time, authorize underwriters acting as our agents to offer and sell the securities upon the terms and conditions as are set forth in the applicable prospectus supplement.  In connection with the sale of the securities, underwriters may be deemed to have received compensation from us in the form of underwriting discounts or commissions and may also receive commissions from purchasers of the securities for whom they may act as agent.  Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent.
 
          We may engage Brinson Patrick Securities Corporation, Cantor Fitzgerald & Co. and/or one or more other firms to act as our agent (the “Offering Agent”) for one or more offerings, from time to time, of our common shares. If we reach agreement with the Offering Agent with respect to a specific offering, including the number of common shares and any minimum price below which sales may not be made, then the Offering Agent would agree to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to try to sell such common shares on the agreed terms.  The Offering Agent could make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange.  At-the-market offerings may not exceed 10% of the aggregate market value of our outstanding voting securities held by non-affiliates on a date within 60 days prior to the filing of the registration statement of which this prospectus is a part.  The Offering Agent will be deemed to be an “underwriter” within the meaning of the Securities Act, with respect to any sales effected through an “at the market” offering.
 
          We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions.  If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.  If so, the third parties may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of securities, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of securities.  The third parties in such sale transactions will be underwriters and will be identified in the applicable prospectus supplement or a post-effective amendment to the registration statement of which this prospectus is a part.
 
          We or one of our affiliates may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this prospectus.  Such financial institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous offering of other securities offered by this prospectus or otherwise.
 
          Any underwriting compensation paid by us to underwriters or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be set forth or described in the applicable prospectus supplement.  Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act.
 
          Underwriters, dealers and agents may be entitled, under agreements entered into with us, to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act.  
 
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          Unless otherwise specified in the applicable prospectus supplement, each series of securities will be a new issue with no established trading market, other than the common shares, the Series C Preferred Shares and the Series D Preferred Shares, which are listed on the NYSE, as of the date of this prospectus.  We may elect to list any series of preferred shares or American Depository Receipts representing depository shares on an exchange, but are not obligated to do so.  It is possible that one or more underwriters may make a market in a series of securities, but will not be obligated to do so and may discontinue any market making at any time without notice.  Therefore, no assurance can be given as to the liquidity of, or the trading market for, the securities.
 
          If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in such prospectus supplement.  Institutions with whom delayed delivery contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions but will in all cases be subject to our approval.  Delayed delivery contracts will not be subject to any conditions except (1) the purchase by an institution of the securities covered by its contracts shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which such institution is subject, and (2) if the securities are being sold to underwriters, we will have sold to such underwriters the total principal amount of the securities less the principal amount thereof covered by contracts.
 
          Underwriters, dealers and agents and their affiliates may engage in transactions with, or perform services for, or be tenants of, or be lenders to, us in the ordinary course of business.
 
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EXPERTS
 
          The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control Over Financial Reporting) incorporated in this prospectus by reference to Brandywine Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
 
          The financial statements of Brandywine Operating Partnership, L.P. incorporated in this prospectus by reference to Brandywine Operating Partnership L.P.’s Annual Report on Form 10-K for the year ended December 31, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.  
 
LEGAL MATTERS
 
          The validity of the securities offered will be passed upon for us by Pepper Hamilton LLP.
 
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 14.  Other Expenses of Issuance and Distribution.
 
          The following table sets forth the costs and expenses, other than underwriting discounts and commissions, incurred in connection with the distribution of the securities being registered (all amounts are estimated except the SEC registration fee).
 
SEC registration fee	 	$	81,525	 	
Printing and engraving expenses	 	$	50,000	 	
Legal fees and expenses	 	$	50,000	 	
Accounting fees and expenses	 	$	50,000	 	
Trustees and transfer agents fees	 	$	50,000	 	
Miscellaneous	 	$	50,000	 	
 	 			 	
            Total	 	$	331,525	 	

Item 15. Indemnification of Directors and Officers.
 
Brandywine Realty Trust
 
          The Maryland REIT Law permits a Maryland real estate investment trust to include in its Declaration of Trust a provision limiting the liability of its trustees and officers to the trust and its shareholders for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty established by a final judgment as being material to the cause of action.  Brandywine’s Declaration of Trust contains a provision which eliminates such liability to the maximum extent permitted by the Maryland REIT Law.
 
          The Maryland REIT Law permits a Maryland REIT to indemnify and advance expenses to its trustees and officers to the same extent as permitted for directors and officers of a Maryland corporation under the Maryland General Corporation Law.  In the case of directors and officers of a Maryland corporation, the Maryland General Corporation Law permits a Maryland corporation to indemnify present and former directors and officers against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of such service, unless it is established that either:  (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and either (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty; (2) the director or officer actually received an improper personal benefit in money, property or services; or (3) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
 
          Brandywine’s Bylaws require Brandywine to indemnify, without a preliminary determination of the ultimate entitlement to indemnification: (1) any present or former trustee, officer or shareholder who has been successful, on the merits or otherwise, in the defense of a proceeding to which he was made a party by reason of such status, against reasonable expenses incurred by him in connection with the proceeding; (2) any present or former trustee or officer against any claim or liability to which he may become subject by reason of such status unless it is established that (a) his act or omission was committed in bad faith or was the result of active and deliberate dishonesty, (b) he actually received an improper personal benefit in money, property or services or (c) in the case of a criminal proceeding, he had reasonable cause to believe that his act or omission was unlawful; and (3) each shareholder or former shareholder against any claim or liability to which he may be subject by reason of such status as a shareholder or former shareholder.
 
          In addition, Brandywine’s Bylaws require Brandywine to pay or reimburse, in advance of final disposition of a proceeding, reasonable expenses incurred by a present or former trustee, officer or shareholder made a party to a proceeding by reason of his status as a trustee, officer or shareholder provided that, in the case of a trustee or officer, Brandywine shall have received (1) a written affirmation by the trustee or officer of his good faith belief that he has met the applicable standard of conduct necessary for indemnification by Brandywine as authorized by the Bylaws
 
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and (2) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by Brandywine if it shall ultimately be determined that the applicable standard of conduct was not met.  The Bylaws also (1) permit Brandywine, with the approval of its trustees, to provide indemnification and payment or reimbursement of expenses to a present or former trustee, officer or shareholder who served Brandywine’s predecessor in such capacity, and to any of Brandywine’s employees or agents of its predecessor, (2) provide that any indemnification or payment or reimbursement of the expenses permitted by our Bylaws shall be furnished in accordance with the procedures provided for indemnification and payment or reimbursement of expenses under Section 2-418 of the Maryland General Corporation Law for directors of Maryland corporations and (3) permit Brandywine to provide such other and further indemnification or payment or reimbursement of expenses as may be permitted by the Maryland General Corporation Law for directors of Maryland corporations.
 
Brandywine Operating Partnership, L.P.
 
          The limited partnership agreement of Brandywine Operating Partnership, L.P., referred to in the prospectus as the Operating Partnership, also provides for indemnification by the Operating Partnership of Brandywine and its trustees and officers for any costs, expenses or liabilities incurred by them by reason of any act performed by them for or on behalf of the Operating Partnership; provided that such person’s conduct was taken in good faith and in the belief that such conduct was in the best interests of the Operating Partnership and that such person was not guilty of fraud, willful misconduct or gross negligence.
 
          Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our trustees and officers pursuant to the foregoing provisions or otherwise, we have been advised that, although the validity and scope of the governing statute has not been tested in court, in the opinion of the SEC, such indemnification is against public policy as expressed in Securities Act and is, therefore, unenforceable. In addition, indemnification may be limited by state securities laws.
 
Item 16. Exhibits.
 
Exhibit No.	 	Description	
	 		
1.1	 	Form of Underwriting Agreement relating to Debt Securities.  	
 	 	 	
1.2	 	Form of Underwriting Agreement relating to Preferred Shares, Common Shares, Depository Shares and Warrants.*	
 	 	 	
1.3	 	Form of Sales Agreement relating to Common Shares (Incorporated by reference to Exhibit 1.3 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.).	
 	 	 	
3.1	 	Amended and Restated Declaration of Trust of Brandywine (Incorporated by reference to Exhibit 3.1 to Brandywine’s Current Report on Form 8-K dated June 9, 1997).	
 	 	 	
3.2	 	Articles of Amendment to Declaration of Trust of Brandywine (Incorporated by reference to Exhibit 3.1 to Brandywine’s Current Report on Form 8-K dated September 10, 1997).	
 	 	 	
3.3	 	Articles of Amendment to Declaration of Trust of Brandywine (No. 2) (Incorporated by reference to Exhibit 3.1 of Brandywine’s Current Report on Form 8-K dated June 3, 1998).	
 	 	 	
3.4	 	Articles Supplementary to Declaration of Trust of Brandywine (Incorporated by reference to Exhibit 3.1 to Brandywine’s Current Report on Form 8-K dated October 13, 1998).	
 	 	 	
3.5	 	Articles of Amendment to Declaration of Trust of Brandywine (Incorporated by reference to Exhibit 3.1.5 of Brandywine’s Annual Report on Form 10-K for the year ended December 31, 1998).	
 	 	 	
3.6	 	Articles Supplementary to Declaration of Trust of Brandywine (Incorporated by reference to Exhibit 3.1 of Brandywine’s Current Report on Form 8-K dated April 26, 1999).	
 
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Exhibit No.	 	Description	
	 		
3.7	 	Articles Supplementary to Declaration of Trust of Brandywine (Incorporated by reference to Exhibit 3.7 of Brandywine’s Form 8-A dated December 29, 2003).	
 	 	 	
3.8	 	Articles Supplementary to Declaration of Trust of Brandywine (Incorporated by reference to Exhibit 3.8 of Brandywine’s Form 8-A dated February 5, 2004).	
 	 	 	
3.9	 	Amended and Restated Bylaws of Brandywine (Incorporated by reference to Exhibit 3.2 of he Company’s Current Report on Form 8-K dated October 14, 2003).	
 	 	 	
3.10	 	Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.1 to Brandywine’s Current Report on Form 8-K dated December 17, 1997).	
 	 	 	
3.11	 	First Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.12 to Brandywine’s Current Report on Form 8-K dated December 17, 1997).	
 	 	 	
3.12	 	Second Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.3 to Brandywine’s Current Report on Form 8-K dated April 13, 1998).	
 	 	 	
3.13	 	Third Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.4 to Brandywine’s Current Report on Form 8-K dated May 14, 1998).	
 	 	 	
3.14	 	Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.4 to Brandywine’s Current Report on Form 8-K dated October 13, 1998).	
 	 	 	
3.15	 	Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.5 to Brandywine’s Current Report on Form 8-K dated October 13, 1998).	
 	 	 	
3.16	 	Sixth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.6 to Brandywine’s Current Report on Form 8-K dated October 13, 1998).	
 	 	 	
3.17	 	Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.14 to Brandywine’s Annual Report on Form 10-K for the year ended December 31, 2003).	
 	 	 	
3.18	 	Eighth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.15 to Brandywine’s Annual Report on Form 10-K for the year ended December 31, 2003).	
 	 	 	
3.19	 	Ninth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.16 to Brandywine’s Annual Report on Form 10-K for the year ended December 31, 2003).	
 	 	 	
3.20	 	Tenth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.17 to Brandywine’s Annual Report on Form 10-K for the year ended December 31, 2003).	
 
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Exhibit No.	 	Description	
	 		
3.21	 	Eleventh Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.18 to Brandywine’s Annual Report on Form 10-K for the year ended December 31, 2003).	
 	 	 	
3.22	 	Twelfth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.19 to Brandywine’s Annual Report on Form 10-K for the year ended December 31, 2003).	
 	 	 	
3.23	 	Amended and Restated Certificate of Limited Partnership as amended for AAPOP 2, L.P. (Incorporated by reference to Exhibit 3.23 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.24	 	Amended and Restated Agreement of Limited Partnership of AAPOP 2, L.P. (Incorporated by reference to Exhibit 3.24 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.25	 	Certificate of Limited Partnership as amended of Brandywine Ambassador, L.P. (Incorporated by reference to Exhibit 3.25 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.26	 	Agreement of Limited Partnership for Brandywine Ambassador, L.P. (Incorporated by reference to Exhibit 3.26 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.27	 	Certificate of Limited Partnership as amended for Brandywine Central, L.P. (Incorporated by reference to Exhibit 3.27 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.28	 	Second Amended and Restated Agreement of Limited Partnership for Brandywine Central, L.P. (Incorporated by reference to Exhibit 3.28 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.29	 	Certificate of Limited Partnership for Brandywine Cira, L.P. (Incorporated by reference to Exhibit 3.29 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.30	 	Agreement of Limited Partnership of Brandywine Cira, L.P. (Incorporated by reference to Exhibit 3.30 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.31	 	Certificate of Limited Partnership as amended for Brandywine F.C., L.P. (Incorporated by reference to Exhibit 3.31 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.32	 	Agreement of Limited Partnership of Brandywine F.C., L.P. (Incorporated by reference to Exhibit 3.32 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.33	 	Certificate of Limited Partnership as amended for Brandywine Grande B, L.P. (Incorporated by reference to Exhibit 3.33 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 
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Exhibit No.	 	Description	
	 		
3.34	 	Second Amended and Restated Agreement of Limited Partnership for Brandywine Grande B, L.P. (Incorporated by reference to Exhibit 3.34 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.35	 	Certificate of Limited Partnership as amended for Brandywine Metroplex, L.P. (Incorporated by reference to Exhibit 3.37 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.36	 	Agreement of Limited Partnership for Brandywine Metroplex, L.P. (Incorporated by reference to Exhibit 3.38 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.37	 	Certificate of Limited Partnership, as amended for Brandywine Operating Partnership, L.P. (Incorporated by reference to Exhibit 3.39 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.38	 	Certificate of Limited Partnership as amended for Brandywine P.M., L.P. (Incorporated by reference to Exhibit 3.40 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.39	 	Agreement of Limited Partnership for Brandywine P.M., L.P. (Incorporated by reference to Exhibit 3.41 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.40	 	Certificate of Limited Partnership as amended for Brandywine TB Florig, L.P. (Incorporated by reference to Exhibit 3.42 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.41	 	Agreement of Limited Partnership for Brandywine TB Florig, L.P. (Incorporated by reference to Exhibit 3.43 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.42	 	Certificate of Limited Partnership as amended for Brandywine TB Inn L.P. (Incorporated by reference to Exhibit 3.44 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.43	 	Agreement of Limited Partnership for Brandywine TB Inn, L.P. (Incorporated by reference to Exhibit 3.45 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.44	 	Certificate of Limited Partnership as amended for Brandywine TB I, L.P. (Incorporated by reference to Exhibit 3.46 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.45	 	Agreement of Limited Partnership for Brandywine TB I, L.P. (Incorporated by reference to Exhibit 3.47 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.46	 	Certificate of Limited Partnership as amended for Brandywine TB II, L.P. (Incorporated by reference to Exhibit 3.48 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 
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Exhibit No.	 	Description	
	 		
3.47	 	Agreement of Limited Partnership for Brandywine TB II, L.P. (Incorporated by reference to Exhibit 3.49 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.48	 	Certificate of Limited Partnership as amended for Brandywine TB V, L.P. (Incorporated by reference to Exhibit 3.50 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.49	 	Agreement of Limited Partnership for Brandywine TB V, L.P. (Incorporated by reference to Exhibit 3.51 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.50	 	Certificate of Limited Partnership as amended for Brandywine TB VI, L.P. (Incorporated by reference to Exhibit 3.52 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.51	 	Agreement of Limited Partnership for Brandywine TB VI, L.P. (Incorporated by reference to Exhibit 3.53 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.52	 	Certificate of Limited Partnership as amended for Brandywine TB VIII, L.P. (Incorporated by reference to Exhibit 3.54 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.53	 	Agreement of Limited Partnership for Brandywine TB VIII, L.P. (Incorporated by reference to Exhibit 3.55 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.54	 	Amended and Restated Certificate of Limited Partnership as amended for C/N Iron Run Limited Partnership III (Incorporated by reference to Exhibit 3.56 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.55	 	Amended and Restated Agreement of Limited Partnership for C/N Iron Run Limited Partnership III (Incorporated by reference to Exhibit 3.57 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.56	 	Amended and Restated Certificate of Limited Partnership as amended for C/N Leedom Limited Partnership II (Incorporated by reference to Exhibit 3.58 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.57	 	Amended and Restated Agreement of Limited Partnership for C/N Leedom Limited Partnership II (Incorporated by reference to Exhibit 3.59 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.58	 	Amended and Restated Certificate of Limited Partnership I (Incorporated by reference to Exhibit 3.60 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 
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Exhibit No.	 	Description	
	 		
3.59	 	Amended and Restated Agreement of Limited Partnership for C/N Oaklands Limited Partnership I (Incorporated by reference to Exhibit 3.61 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.60	 	Restated Certificate of Limited Partnership as amended for C/N Oaklands Limited Partnership III (Incorporated by reference to Exhibit 3.62 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.61	 	Amended and Restated Agreement of Limited Partnership for C/N Oaklands Limited Partnership III (Incorporated by reference to Exhibit 3.63 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.62	 	Certificate of Limited Partnership as amended for e-Tenants.com Holding, L.P. (Incorporated by reference to Exhibit 3.64 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.63	 	Amended and Restated Agreement of Limited Partnership for e-Tenants.com Holding, L.P. (Incorporated by reference to Exhibit 3.65 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.64	 	Amended and Restated Certificate of Limited Partnership as amended for Fifteen Horsham, L.P. (Incorporated by reference to Exhibit 3.66 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.65	 	Agreement of Limited Partnership for Fifteen Horsham, L.P. (Incorporated by reference to Exhibit 3.67 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.66	 	Amended and Restated Certificate of Limited Partnership, as amended for Iron Run Limited Partnership V (Incorporated by reference to Exhibit 3.68 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.67	 	Amended and Restated Agreement of Limited Partnership for Iron Run Limited Partnership V (Incorporated by reference to Exhibit 3.69 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.68	 	Amended and Restated Certificate of Limited Partnership as amended for LC/N Horsham Limited Partnership (Incorporated by reference to Exhibit 3.70 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.69	 	Amended and Restated Agreement of Limited Partnership for LC/N Horsham Limited Partnership (Incorporated by reference to Exhibit 3.71 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 
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Exhibit No.	 	Description	
	 		
3.70	 	Amended and Restated Certificate of Limited Partnership as amended for LC/N Keith Valley Limited Partnership I (Incorporated by reference to Exhibit 3.72 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.71	 	Amended and Restated Agreement of Limited Partnership for LC/N Keith Valley Limited Partnership I (Incorporated by reference to Exhibit 3.73 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.72	 	Amended and Restated Certificate of Limited Partnership as amended for Newtech IV Limited Partnership (Incorporated by reference to Exhibit 3.74 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.73	 	Amended and Restated Agreement of Limited Partnership for Newtech IV Limited Partnership (Incorporated by reference to Exhibit 3.75 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.74	 	Amended and Restated Certificate of Limited Partnership as amended for Nichols Lansdale Limited Partnership III (Incorporated by reference to Exhibit 3.76 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.75	 	Amended and Restated Agreement of Limited Partnership for Nichols Lansdale Limited Partnership III (Incorporated by reference to Exhibit 3.77 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.76	 	Amended and Restated Certificate of Limited Partnership as amended for Witmer Operating Partnership I, L.P. (Incorporated by reference to Exhibit 3.78 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.77	 	Amended and Restated Agreement of Limited Partnership for Witmer Operating Partnership I, L.P. (Incorporated by reference to Exhibit 3.79 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.78	 	Certificate of Limited Partnership as amended for 100 Arrandale Associates, L.P. (Incorporated by reference to Exhibit 3.80 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.79	 	Second Amended and Restated Agreement of Limited Partnership for 100 Arrandale Associates, L.P. (Incorporated by reference to Exhibit 3.81 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.80	 	Certificate of Limited Partnership as amended for 111 Arrandale Associates, L.P. (Incorporated by reference to Exhibit 3.82 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 
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Exhibit No.	 	Description	
	 		
3.81	 	Second Amended and Restated Agreement of Limited Partnership for 111 Arrandale Associates, L.P. (Incorporated by reference to Exhibit 3.83 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.82	 	Certificate of Limited Partnership as amended for 440 Creamery Way Associates, L.P. (Incorporated by reference to Exhibit 3.84 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.83	 	Second Amended and Restated Agreement of Limited Partnership for 440 Creamery Way Associates, L.P. (Incorporated by reference to Exhibit 3.85 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.84	 	Certificate of Limited Partnership as amended for 442 Creamery Way Associates, L.P. (Incorporated by reference to Exhibit 3.86 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.85	 	Second Amended and Restated Agreement of Limited Partnership for 442 Creamery Way Associates, L.P. (Incorporated by reference to Exhibit 3.87 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.86	 	Certificate of Limited Partnership as amended for 481 John Young Way Associates, L.P. (Incorporated by reference to Exhibit 3.88 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.87	 	Second Amended and Restated Agreement of Limited Partnership for 481 John Young Way Associates, L.P. (Incorporated by reference to Exhibit 3.89 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.88	 	Amended and Restated General Partnership Agreement for Interstate Center Associates (Incorporated by reference to Exhibit 3.90 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.89	 	Second Amendment to the General Partnership Agreement for IR Northlight II Associates (Incorporated by reference to Exhibit 3.91 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.90	 	Third Amended and Restated General Partnership Agreement for Plymouth TFC General Partnership (Incorporated by reference to Exhibit 3.92 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.91	 	Certificate of Incorporation for BTRS, Inc. (Incorporated by reference to Exhibit 3.93 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 
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Exhibit No.	 	Description	
	 		
3.92	 	Bylaws of BTRS, Inc. (Incorporated by reference to Exhibit 3.94 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.93	 	Articles of Incorporation as amended for Southpoint Land Holdings, Inc. (Incorporated by reference to Exhibit 3.95 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.94	 	Bylaws of Southpoint Land Holdings, Inc. (Incorporated by reference to Exhibit 3.96 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.95	 	Articles of Incorporation as amended for Valleybrooke Land Holdings, Inc. (Incorporated by reference to Exhibit 3.97 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.96	 	Bylaws of Valleybrooke Land Holdings, Inc. (Incorporated by reference to Exhibit 3.98 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.97	 	Certificate of Organization as amended for Brandywine Ambassador, L.L.C. (Incorporated by reference to Exhibit 3.99 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.98	 	Operating Agreement for Brandywine Ambassador, L.L.C. (Incorporated by reference to Exhibit 3.100 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.99	 	Articles of Organization for Brandywine Charlottesville LLC. (Incorporated by reference to Exhibit 3.101 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.100	 	Operating Agreement for Brandywine Charlottesville LLC. (Incorporated by reference to Exhibit 3.102 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.101	 	Certificate of Formation for Brandywine Christina LLC. (Incorporated by reference to Exhibit 3.103 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.102	 	Operating Agreement for Brandywine Christina LLC. (Incorporated by reference to Exhibit 3.104 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.103	 	Certificate of Organization for Brandywine Cira, LLC. (Incorporated by reference to Exhibit 3.105 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.104	 	Operating Agreement for Brandywine Cira, LLC. (Incorporated by reference to Exhibit 3.106 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 
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Exhibit No.	 	Description	
	 		
3.105	 	Certificate of Formation as amended for Brandywine Dabney, LLC. (Incorporated by reference to Exhibit 3.107 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.106	 	Limited Liability Company Agreement for Brandywine Dabney, LLC. (Incorporated by reference to Exhibit 3.108 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.107	 	Certificate of Organization as amended for Brandywine Dominion, LLC. (Incorporated by reference to Exhibit 3.109 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.108	 	Operating Agreement for Brandywine Dominion, LLC. (Incorporated by reference to Exhibit 3.110 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.109	 	Certificate of Organization as amended for Brandywine F.C., LLC. (Incorporated by reference to Exhibit 3.111 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.110	 	Operating Agreement for Brandywine F.C., LLC. (Incorporated by reference to Exhibit 3.112 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.111	 	Certificate of Formation for Brandywine Interstate 50, L.L.C. (Incorporated by reference to Exhibit 3.115 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.112	 	Limited Liability Company Agreement for Brandywine Interstate 50, L.L.C. (Incorporated by reference to Exhibit 3.116 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.113	 	Certificate of Formation as amended for Brandywine – Main Street, LLC. (Incorporated by reference to Exhibit 3.117 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.114	 	Second Amended and Restated Operating Agreement for Brandywine – Main Street, LLC. (Incorporated by reference to Exhibit 3.118 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.115	 	Certificate of Organization as amended for Brandywine Metroplex, LLC. (Incorporated by reference to Exhibit 3.119 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.116	 	Operating Agreement for Brandywine Metroplex, LLC. (Incorporated by reference to Exhibit 3.120 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.117	 	Certificate of Organization as amended for Brandywine P.M., LLC. (Incorporated by reference to Exhibit 3.121 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 
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Exhibit No.	 	Description	
	 		
3.118	 	Operating Agreement for Brandywine P.M., LLC. (Incorporated by reference to Exhibit 3.122 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.119	 	Limited Liability Company Agreement for Brandywine Piazza, L.L.C. (Incorporated by reference to Exhibit 3.123 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.120	 	Limited Liability Company Agreement for Brandywine Piazza, L.L.C. (Incorporated by reference to Exhibit 3.124 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.121	 	Certificate of Formation for Brandywine Plaza 1000, L.L.C. (Incorporated by reference to Exhibit 3.125 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.122	 	Limited Liability Company Agreement for Brandywine Plaza 1000, L.L.C. (Incorporated by reference to Exhibit 3.126 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.123	 	Certificate of Formation for Brandywine Promenade, L.L.C. (Incorporated by reference to Exhibit 3.127 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.124	 	Limited Liability Company Agreement for Brandywine Promenade, L.L.C. (Incorporated by reference to Exhibit 3.128 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.125	 	Certificate of Organization as amended for Brandywine TB Florig, LLC. (Incorporated by reference to Exhibit 3.129 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.126	 	Operating Agreement of Brandywine TB Florig, LLC. (Incorporated by reference to Exhibit 3.130 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.127	 	Certificate of Organization as amended for Brandywine TB Inn, LLC. (Incorporated by reference to Exhibit 3.131 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.128	 	Operating Agreement of Brandywine TB Inn, LLC. (Incorporated by reference to Exhibit 3.132 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.129	 	Certificate of Organization as amended for Brandywine TB I, LLC. (Incorporated by reference to Exhibit 3.133 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.130	 	Operating Agreement of Brandywine TB I, LLC. (Incorporated by reference to Exhibit 3.134 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 
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Exhibit No.	 	Description	
	 		
3.131	 	Certificate of Organization as amended for Brandywine TB II, LLC. (Incorporated by reference to Exhibit 3.135 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.132	 	Operating Agreement of Brandywine TB II, LLC. (Incorporated by reference to Exhibit 3.136 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.133	 	Certificate of Organization as amended for Brandywine TB V, LLC. (Incorporated by reference to Exhibit 3.137 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.134	 	Operating Agreement of Brandywine TB V, LLC. (Incorporated by reference to Exhibit 3.138 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.135	 	Certificate of Organization as amended for Brandywine TB VI, LLC. (Incorporated by reference to Exhibit 3.139 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.136	 	Operating Agreement of Brandywine TB VI, LLC. (Incorporated by reference to Exhibit 3.140 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.137	 	Certificate of Organization as amended for Brandywine TB VIII, LLC. (Incorporated by reference to Exhibit 3.141 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.138	 	Operating Agreement of Brandywine TB VIII, LLC. (Incorporated by reference to Exhibit 3.142 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.139	 	Certificate of Formation as amended for Brandywine Trenton Urban Renewal, L.L.C. (Incorporated by reference to Exhibit 3.143 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.140	 	Amended and Restated Operating Agreement of Brandywine Trenton Urban Renewal, L.L.C. (Incorporated by reference to Exhibit 3.144 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.141	 	Certificate of Organization as amended for Brandywine Witmer, L.L.C. (Incorporated by reference to Exhibit 3.145 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.142	 	Operating Agreement of Brandywine Witmer, L.L.C. (Incorporated by reference to Exhibit 3.146 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.143	 	Certificate of Formation for Christiana Center Operating Company III, LLC. (Incorporated by reference to Exhibit 3.147 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 
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Exhibit No.	 	Description	
	 		
3.144	 	Amended and Restated Operating Agreement for Christiana Center Operating Company III, LLC. (Incorporated by reference to Exhibit 3.148 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.145	 	Certificate of Formation as amended for e-Tenants LLC. (Incorporated by reference to Exhibit 3.149 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.146	 	Amended and Restated Limited Liability Company Agreement for e-Tenants LLC (Incorporated by reference to Exhibit 3.150 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.147	 	Certificate of Formation for Brandywine Greentree V, LLC (Incorporated by reference to Exhibit 3.151 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.148	 	Operating Agreement for Brandywine Greentree V, LLC (Incorporated by reference to Exhibit 3.152 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.149	 	Certificate of Formation of Brandywine Grande B, LLC (Incorporated by reference to Exhibit 3.153 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.150	 	Operating Agreement of Brandywine Grande B, LLC (Incorporated by reference to Exhibit 3.154 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.151	 	Certificate of Limited Partnership of Brandywine Byberry LP	
 	 	 	
3.152	 	Agreement of Limited Partnership of Brandywine Byberry LP	
 	 	 	
3.153	 	Certificate of Limited Partnership as amended of Brandywine Midatlantic LP	
 	 	 	
3.154	 	Second Amended and Restated Limited Partnership Agreement of Brandywine Midatlantic LP	
 	 	 	
3.155	 	Certificate of Limited Partnership as amended of OLS Office Partners, L.P.	
 	 	 	
3.156	 	Amended and Restated Limited Partnership Agreement of OLS Office Partners, L.P.	
 	 	 	
3.157	 	Amended and Restated Certificate of Limited Partnership of Radnor Center Associates	
 	 	 	
3.158	 	Second Amended and Restated Limited Partnership Agreement of Radnor Center Associates	
 	 	 	
3.159	 	Certificate of Limited Partnership of Radnor Properties Associates-II, L.P.	
 	 	 	
3.160	 	Second Amended and Restated Agreement of Limited Partnership of Radnor Properties Associates-II, L.P.	
 	 	 	
3.161	 	Certificate of Limited Partnership of Radnor Properties-SDC, L.P.	
 	 	 	
3.162	 	Second Amended and Restated Agreement of Limited Partnership of Radnor Properties-SDC, L.P.	
 
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Exhibit No.	 	Description	
	 		
3.163	 	Certificate of Limited Partnership as amended of Radnor Properties-200 RC Holdings, L.P.	
 	 	 	
3.164	 	Amended and Restated Agreement of Limited Partnership of Radnor Properties-200 RC Holdings, L.P.	
 	 	 	
3.165	 	Certificate of Limited Partnership of Radnor Properties-200 RC, L.P.	
 	 	 	
3.166	 	Amended and Restated Agreement of Limited Partnership of Radnor Properties-200 RC, L.P.	
 	 	 	
3.167	 	Certificate of Limited Partnership of Radnor Properties-201 KOP, L.P.	
 	 	 	
3.168	 	Second Amended and Restated Agreement of Limited Partnership of Radnor Properties-201 KOP, L.P.	
 	 	 	
3.169	 	Certificate of Limited Partnership of Radnor Properties-555 LA, L.P.	
 	 	 	
3.170	 	Second Amended and Restated Agreement of Limited Partnership of Radnor Properties-555 LA, L.P.	
 	 	 	
3.171	 	Certificate of Formation of Brandywine Byberry LLC	
 	 	 	
3.172	 	Operating Agreement of Brandywine Byberry LLC	
 	 	 	
3.173	 	Certificate of Formation of Brandywine Midatlantic LLC	
 	 	 	
3.174	 	Operating Agreement of Brandywine Midatlantic LLC	
 	 	 	
3.175	 	Certificate of Organization, as amended of Brandywine One Logan LLC	
 	 	 	
3.176	 	Amended and Restated Limited Liability Company Agreement of Brandywine One Logan LLC	
 	 	 	
3.177	 	Certificate of Formation as amended of Brandywine One Rodney Square LLC	
 	 	 	
3.178	 	Amended and Restated Limited Liability Company Agreement of Brandywine One Rodney Square LLC	
 	 	 	
3.179	 	Certificate of Organization as amended of Brandywine Radnor Center LLC	
 	 	 	
3.180	 	Amended and Restated Operating Agreement of Brandywine Radnor Center LLC	
 	 	 	
3.181	 	Certificate of Formation of Brandywine Radnor 200 Holdings LLC	
 	 	 	
3.182	 	Operating Agreement of Brandywine Radnor 200 Holdings LLC	
 	 	 	
3.183	 	Certificate of Formation as amended of Brandywine 300 Delaware LLC	
 	 	 	
3.184	 	Amended and Restated Limited Liability Company Agreement of Brandywine 300 Delaware LLC	
 	 	 	
3.185	 	Certificate of Formation as amended of Radnor GP, L.L.C.	
 	 	 	
3.186	 	Amended and Restated Operating Agreement of Radnor GP, L.L.C.	
 
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Exhibit No.	 	Description	
	 		
3.187	 	Certificate of Formation of Radnor GP-SDC, L.L.C.	
 	 	 	
3.188	 	Amended and Restated Operating Agreement of Radnor GP-SDC, L.L.C.	
 	 	 	
3.189	 	Certificate of Formation of Radnor GP-200 RC, L.L.C.	
 	 	 	
3.190	 	Second Amended and Restated Operating Agreement of Radnor GP-200 RC, L.L.C.	
 	 	 	
3.191	 	Certificate of Formation of Radnor GP-201 KOP, L.L.C.	
 	 	 	
3.192	 	Second Amended and Restated Limited Liability Company Agreement of Radnor GP-201 KOP, L.L.C.	
 	 	 	
3.193	 	Certificate of Formation of Radnor GP-555 LA, L.L.C.	
 	 	 	
3.194	 	Amended and Restated Operating Agreement of Radnor GP-555 LA, L.L.C.	
 	 	 	
4.1	 	Form of Common Share Warrant Agreement (Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
4.2	 	Form of Deposit Agreement (Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
4.3	 	Indenture, dated October 22, 2004, among Brandywine Operating Partnership, L.P., Brandywine Realty Trust, certain wholly-owned subsidiaries of Brandywine Operating Partnership, L.P. named thereon and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of Brandywine Operating Partnership, L.P. filed on October 22, 2004).	
 	 	 	
4.4	 	Form of Note (Incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.).	
 	 	 	
5.1	 	Opinion of Pepper Hamilton LLP regarding the validity of the securities being registered.	
 	 	 	
8.1	 	Opinion of Pepper Hamilton LLP regarding tax matters.	
 	 	 	
12.1	 	Statement of computation of ratios of earnings to combined fixed charges and preferred share distributions of Brandywine.	
 	 	 	
12.2	 	Statement of computation of ratios of earnings to fixed charges of the Operating Partnership.  	
 	 	 	
23.1	 	Consents of PricewaterhouseCoopers LLP. 	
 	 	 	
23.2	 	Consent of Ernst & Young LLP.	
 	 	 	
23.3	 	Consent of Pepper Hamilton LLP (included in Exhibit 5.1).	
 	 	 	
23.4	 	Consent of Pepper Hamilton LLP (included in Exhibit 8.1).	
 	 	 	
24.1	 	Power of Attorney (included in Part II of this Registration Statement).	
 
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Exhibit No.	 	Description	
	 		
25.1	 	Statement of Eligibility of Trustee.  	

	
*	To be filed by amendment or by a report on Form 8-K pursuant to Regulation S-K, Item 601(b).	
 
Item 17. Undertakings.
 
 	Each of the undersigned registrants hereby undertakes:	
 	 	 	 	
 	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:	
 	 	 	 	
 	 	(A)	To include any prospectus required by section 10(a)(3) of the Securities Act;	
 	 	 	 	
 	 	(B)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of the prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and  	
 	 	 	 	
 	 	(C)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;	
 	 	 	 	
 	 	provided, however, that paragraphs (1)(A) and (1)(B) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.	
 	 	 	 	
 	(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	
 	 	 	 	
 	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.	
 	 	 	 	
 	(4)	That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	
 	 	 	 	
 	(5)	To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of 	
 
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 	 	Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.	
 	 	 	
 	(6)	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees, officers, and controlling persons of any registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by the trustee, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer, or controlling person in connection with the securities being registered, the applicable registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.	
 	 	 	 	
 	(7)	To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the SEC under section 305(b)(2) of the Act.	
 
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SIGNATURES
 
                    Pursuant to the requirements of the Securities Act, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on this sixth day of May 2005.
 
 	BRANDYWINE REALTY TRUST	
 	 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	Name:	Gerard H. Sweeney	
 	Title:	President and Chief Executive Officer	

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	

Co- Registrants:	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	
 	 	 	 	 	 	 	
 	 	 	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	
 
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 	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	
 	 	 	 	 	 	 	
 	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	
 
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 	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	
 	 	 	 	 	 	 	
 	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	
 
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 	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	
 	 	 	 	 	 	 	
 	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	
 
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 	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	
 	 	 	 	 	 	 	
 	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	
 
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 	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	
 	 	 	 	 	 	 	
 	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	
 
II-24

 	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	
 	 	 	 	 	 	 	
 	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	
 
II-25

 	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	
 	 	 	 	 	 	 	
 	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	
 	 	 	 	 	 	 	
 	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	
 
II-26

 	 	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	
 	 	 	 	 	 	 	
 	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	
 
II-27

 	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	
 	 	 	 	 	 	 	
 	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	
 	 	 	 	 	 	 	
 	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	
 
II-28

 	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	
 	 	 	 	 	 	 	
 	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 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	
 
II-29

 	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	
 	 	 	 	 	 	 	
 	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 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	
 	 	 	 	 	 	 	
 	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	
 
II-30

 	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	
 	 	 	 	 	 	 	
 	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	
 	 	 	 	 	 	 	
 	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	
 
II-31

 	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	
 	 	 	 	 	 	 	
 	BRANDYWINE BYBERRY LP	
 	 	 	 	 	 	 	
 	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 MIDATLANTIC LP	
 	 	 	 	 	 	 	
 	By:	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	
 	 	 	 	 	 	 	
 	OLS OFFICE PARTNERS, L.P.	
 	 	 	 	 	 	 	
 	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	
 
II-32

 	RADNOR CENTER ASSOCIATES	
 	 	 	 	 	 	 	
 	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.	
 	 	 	 	 	 	 	
 	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	
 	 	 	 	 	 	 	
 	RADNOR PROPERTIES-SDC, L.P.	
 	 	 	 	 	 	 	
 	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	
 
II-33

 	 	 	 	 	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-200 RC HOLDINGS, L.P.	
 	 	 	 	 	 	 	 	
 	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, L.P.	
 	 	 	 	 	 	 	 	
 	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	
 
II-34

 	RADNOR PROPERTIES-201 KOP, L.P.	
 	 	 	 	 	 	 	 	
 	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 trust, its general partner	
 	 	 	 	 	 	 	 	
 	RADNOR PROPERTIES-555 LA, L.P.	
 	 	 	 	 	 	 	 	
 	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	
 
II-35

 	 	 	 	 	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 BYBERRY 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	
 	 	 	 	 	 	 	 	
 	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	
 	 	 	 	 	 	 	 	
 	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	
 
II-36

 	BRANDYWINE ONE RODNEY SQUARE LLC	
 	 	 	 	 	 	 	 	
 	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 RADNOR CENTER LLC	
 	 	 	 	 	 	 	 	
 	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 RADNOR 200 HOLDINGS 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 300 DELAWARE LLC	
 	 	 	 	 	 	 	 	
 	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	
 
II-37

 	RADNOR GP, L.L.C.	
 	 	 	 	 	 	 	 	
 	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.	
 	 	 	 	 	 	 	 	
 	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	
 	 	 	 	 	 	 	 	
 	RADNOR GP-200 RC, L.L.C.	
 	 	 	 	 	 	 	 	
 	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	
 
II-38

 	RADNOR GP-201 KOP, L.L.C.	
 	 	 	 	 	 	 	 	
 	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	
 	 	 	 	 	 	 	 	
 	RADNOR GP-555 LA, L.L.C.	
 	 	 	 	 	 	 	 	
 	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	
 
II-39

 	By:	/s/ Gerard H. Sweeney	
 	 		
 	Name:	Gerard H. Sweeney	
 	Title:	President and Chief Executive Officer of
each of the above-named co-registrants	
 
II-40

SIGNATURES
 
                    Pursuant to the requirements of the Securities Act, this registration statement and Power of Attorney have been signed by the following persons in the capacity and on the dates indicated.
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose name appears below hereby constitutes and appoints Gerard H. Sweeney his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
*          *          *
 
 	Signature	 	Title(s)	 	Date	

 	/s/ Gerard H. Sweeney	 	President, Chief Executive Officer and Trustee (Principal Executive Officer)	 	May 5, 2005	
 		 		 	 	
 	Gerard H. Sweeney	 	 	 	 	
 	 	 	 	 	 	
 	/s/ Christopher P. Marr	 	Senior Vice President and Chief Financial Officer	 	May 5, 2005	
 		 	 	 	 	
 	Christopher P. Marr	 	 	 	 	
 	 	 	 	 	 	
 	/s/ Timothy M. Martin	 	Vice President – Finance and Chief Accounting Officer	 	 	
 		 		 	May 5, 2005	
 	Timothy M. Martin	 	 	 	 	
 	 	 	 	 	 	
 	/s/ Walter D’Alessio	 	Chairman of the Board of Trustees	 	May 5, 2005	
 		 	 	 	 	
 	Walter D’Alessio	 	 	 	 	
 	 	 	 	 	 	
 	/s/ D. Pike Aloian	 	Trustee	 	May 5, 2005	
 		 	 	 	 	
 	D. Pike Aloian	 	 	 	 	
 	 	 	 	 	 	
 	/s/ Donald E. Axinn	 	Trustee	 	May 5, 2005	
 		 	 	 	 	
 	Donald E. Axinn	 	 	 	 	
 	 	 	 	 	 	
 	/s/ Wyche Fowler	 	Trustee	 	May 5, 2005	
 		 	 	 	 	
 	Wyche Fowler	 	 	 	 	
 	 	 	 	 	 	
 	/s/ Michael J. Joyce	 	Trustee	 	May 5, 2005	
 		 	 	 	 	
 	Michael J. Joyce	 	 	 	 	
 	 	 	 	 	 	
 	/s/ Anthony A. Nichols, Sr.	 	Trustee	 	May 5, 2005	
 		 	 	 	 	
 	Anthony A. Nichols, Sr.	 	 	 	 	
 	 	 	 	 	 	
 	/s/ Charles P. Pizzi	 	Trustee	 	May 5, 2005	
 		 	 	 	 	
 	Charles P. Pizzi	 	 	 	 	
 
II-41

EXHIBIT INDEX
 
Exhibit No.	 	Description	

1.1	 	Form of Underwriting Agreement relating to Debt Securities.	
 	 	 	
1.2	 	Form of Underwriting Agreement relating to Preferred Shares, Common Shares, Depository Shares and Warrants.*	
 	 	 	
1.3	 	Form of Sales Agreement relating to Common Shares.	
 	 	 	
3.1	 	Amended and Restated Declaration of Trust of Brandywine (Incorporated by reference to Exhibit 3.1 to Brandywine’s Current Report on Form 8-K dated June 9, 1997).	
 	 	 	
3.2	 	Articles of Amendment to Declaration of Trust of Brandywine (Incorporated by reference to Exhibit 3.1 to Brandywine’s Current Report on Form 8-K dated September 10, 1997).	
 	 	 	
3.3	 	Articles of Amendment to Declaration of Trust of Brandywine (No. 2) (Incorporated by reference to Exhibit 3.1 of Brandywine’s Current Report on Form 8-K dated June 3, 1998).	
 	 	 	
3.4	 	Articles Supplementary to Declaration of Trust of Brandywine (Incorporated by reference to Exhibit 3.1 to Brandywine’s Current Report on Form 8-K dated October 13, 1998).	
 	 	 	
3.5	 	Articles of Amendment to Declaration of Trust of Brandywine (Incorporated by reference to Exhibit 3.1.5 of Brandywine’s Annual Report on Form 10-K for the year ended December 31, 1998).	
 	 	 	
3.6	 	Articles Supplementary to Declaration of Trust of Brandywine (Incorporated by reference to Exhibit 3.1 of Brandywine’s Current Report on Form 8-K dated April 26, 1999).	
 	 	 	
3.7	 	Articles Supplementary to Declaration of Trust of Brandywine (Incorporated by reference to Exhibit 3.7 of Brandywine’s Form 8-A dated December 29, 2003).	
 	 	 	
3.8	 	Articles Supplementary to Declaration of Trust of Brandywine (Incorporated by reference to Exhibit 3.8 of Brandywine’s Form 8-A dated February 5, 2004).	
 	 	 	
3.9	 	Amended and Restated Bylaws of Brandywine (Incorporated by reference to Exhibit 3.2 of he Company’s Current Report on Form 8-K dated October 14, 2003).	
 	 	 	
3.10	 	Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.1 to Brandywine’s Current Report on Form 8-K dated December 17, 1997).	
 	 	 	
3.11	 	First Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.12 to Brandywine’s Current Report on Form 8-K dated December 17, 1997).	
 	 	 	
3.12	 	Second Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.3 to Brandywine’s Current Report on Form 8-K dated April 13, 1998).	
 	 	 	
3.13	 	Third Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.4 to Brandywine’s Current Report on Form 8-K dated May 14, 1998).	
 	 	 	
3.14	 	Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.4 to Brandywine’s Current Report on Form 8-K dated October 13, 1998).	

 
Exhibit No.	 	Description	

3.15	 	Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.5 to Brandywine’s Current Report on Form 8-K dated October 13, 1998).	
 	 	 	
3.16	 	Sixth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.6 to Brandywine’s Current Report on Form 8-K dated October 13, 1998).	
 	 	 	
3.17	 	Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.14 to Brandywine’s Annual Report on Form 10-K for the year ended December 31, 2003).	
 	 	 	
3.18	 	Eighth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.15 to Brandywine’s Annual Report on Form 10-K for the year ended December 31, 2003).	
 	 	 	
3.19	 	Ninth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.16 to Brandywine’s Annual Report on Form 10-K for the year ended December 31, 2003).	
 	 	 	
3.20	 	Tenth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.17 to Brandywine’s Annual Report on Form 10-K for the year ended December 31, 2003).	
 	 	 	
3.21	 	Eleventh Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.18 to Brandywine’s Annual Report on Form 10-K for the year ended December 31, 2003).	
 	 	 	
3.22	 	Twelfth Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10.19 to Brandywine’s Annual Report on Form 10-K for the year ended December 31, 2003).	
 	 	 	
3.23	 	Amended and Restated Certificate of Limited Partnership as amended for AAPOP 2, L.P. (Incorporated by reference to Exhibit 3.23 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.24	 	Amended and Restated Agreement of Limited Partnership of AAPOP 2, L.P. (Incorporated by reference to Exhibit 3.24 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.25	 	Certificate of Limited Partnership as amended of Brandywine Ambassador, L.P. (Incorporated by reference to Exhibit 3.25 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.26	 	Agreement of Limited Partnership for Brandywine Ambassador, L.P. (Incorporated by reference to Exhibit 3.26 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.27	 	Certificate of Limited Partnership as amended for Brandywine Central, L.P. (Incorporated by reference to Exhibit 3.27 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.28	 	Second Amended and Restated Agreement of Limited Partnership for Brandywine Central, L.P. (Incorporated by reference to Exhibit 3.28 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	

 
Exhibit No.	 	Description	

3.29	 	Certificate of Limited Partnership for Brandywine Cira, L.P. (Incorporated by reference to Exhibit 3.29 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.30	 	Agreement of Limited Partnership of Brandywine Cira, L.P. (Incorporated by reference to Exhibit 3.30 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.31	 	Certificate of Limited Partnership as amended for Brandywine F.C., L.P. (Incorporated by reference to Exhibit 3.31 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.32	 	Agreement of Limited Partnership of Brandywine F.C., L.P. (Incorporated by reference to Exhibit 3.32 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.33	 	Certificate of Limited Partnership as amended for Brandywine Grande B, L.P. (Incorporated by reference to Exhibit 3.33 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.34	 	Second Amended and Restated Agreement of Limited Partnership for Brandywine Grande B, L.P. (Incorporated by reference to Exhibit 3.34 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.35	 	Certificate of Limited Partnership as amended for Brandywine Metroplex, L.P. (Incorporated by reference to Exhibit 3.37 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.36	 	Agreement of Limited Partnership for Brandywine Metroplex, L.P. (Incorporated by reference to Exhibit 3.38 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.37	 	Certificate of Limited Partnership, as amended for Brandywine Operating Partnership, L.P. (Incorporated by reference to Exhibit 3.39 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.38	 	Certificate of Limited Partnership as amended for Brandywine P.M., L.P. (Incorporated by reference to Exhibit 3.40 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.39	 	Agreement of Limited Partnership for Brandywine P.M., L.P. (Incorporated by reference to Exhibit 3.41 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.40	 	Certificate of Limited Partnership as amended for Brandywine TB Florig, L.P. (Incorporated by reference to Exhibit 3.42 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.41	 	Agreement of Limited Partnership for Brandywine TB Florig, L.P. (Incorporated by reference to Exhibit 3.43 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.42	 	Certificate of Limited Partnership as amended for Brandywine TB Inn L.P. (Incorporated by reference to Exhibit 3.44 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	

 
Exhibit No.	 	Description	

3.43	 	Agreement of Limited Partnership for Brandywine TB Inn, L.P. (Incorporated by reference to Exhibit 3.45 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.44	 	Certificate of Limited Partnership as amended for Brandywine TB I, L.P. (Incorporated by reference to Exhibit 3.46 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.45	 	Agreement of Limited Partnership for Brandywine TB I, L.P. (Incorporated by reference to Exhibit 3.47 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.46	 	Certificate of Limited Partnership as amended for Brandywine TB II, L.P. (Incorporated by reference to Exhibit 3.48 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.47	 	Agreement of Limited Partnership for Brandywine TB II, L.P. (Incorporated by reference to Exhibit 3.49 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.48	 	Certificate of Limited Partnership as amended for Brandywine TB V, L.P. (Incorporated by reference to Exhibit 3.50 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.49	 	Agreement of Limited Partnership for Brandywine TB V, L.P. (Incorporated by reference to Exhibit 3.51 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.50	 	Certificate of Limited Partnership as amended for Brandywine TB VI, L.P. (Incorporated by reference to Exhibit 3.52 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.51	 	Agreement of Limited Partnership for Brandywine TB VI, L.P. (Incorporated by reference to Exhibit 3.53 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.52	 	Certificate of Limited Partnership as amended for Brandywine TB VIII, L.P. (Incorporated by reference to Exhibit 3.54 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.53	 	Agreement of Limited Partnership for Brandywine TB VIII, L.P. (Incorporated by reference to Exhibit 3.55 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.54	 	Amended and Restated Certificate of Limited Partnership as amended for C/N Iron Run Limited Partnership III (Incorporated by reference to Exhibit 3.56 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.55	 	Amended and Restated Agreement of Limited Partnership for C/N Iron Run Limited Partnership III (Incorporated by reference to Exhibit 3.57 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.56	 	Amended and Restated Certificate of Limited Partnership as amended for C/N Leedom Limited Partnership II (Incorporated by reference to Exhibit 3.58 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	

 
Exhibit No.	 	Description	

3.57	 	Amended and Restated Agreement of Limited Partnership for C/N Leedom Limited Partnership II (Incorporated by reference to Exhibit 3.59 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.58	 	Amended and Restated Certificate of Limited Partnership I (Incorporated by reference to Exhibit 3.60 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.59	 	Amended and Restated Agreement of Limited Partnership for C/N Oaklands Limited Partnership I (Incorporated by reference to Exhibit 3.61 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.60	 	Restated Certificate of Limited Partnership as amended for C/N Oaklands Limited Partnership III (Incorporated by reference to Exhibit 3.62 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.61	 	Amended and Restated Agreement of Limited Partnership for C/N Oaklands Limited Partnership III (Incorporated by reference to Exhibit 3.63 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.62	 	Certificate of Limited Partnership as amended for e-Tenants.com Holding, L.P. (Incorporated by reference to Exhibit 3.64 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.63	 	Amended and Restated Agreement of Limited Partnership for e-Tenants.com Holding, L.P. (Incorporated by reference to Exhibit 3.65 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.64	 	Amended and Restated Certificate of Limited Partnership as amended for Fifteen Horsham, L.P. (Incorporated by reference to Exhibit 3.66 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.65	 	Agreement of Limited Partnership for Fifteen Horsham, L.P. (Incorporated by reference to Exhibit 3.67 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.66	 	Amended and Restated Certificate of Limited Partnership, as amended for Iron Run Limited Partnership V (Incorporated by reference to Exhibit 3.68 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.67	 	Amended and Restated Agreement of Limited Partnership for Iron Run Limited Partnership V (Incorporated by reference to Exhibit 3.69 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.68	 	Amended and Restated Certificate of Limited Partnership as amended for LC/N Horsham Limited Partnership (Incorporated by reference to Exhibit 3.70 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	

 
Exhibit No.	 	Description	

3.69	 	Amended and Restated Agreement of Limited Partnership for LC/N Horsham Limited Partnership (Incorporated by reference to Exhibit 3.71 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.70	 	Amended and Restated Certificate of Limited Partnership as amended for LC/N Keith Valley Limited Partnership I (Incorporated by reference to Exhibit 3.72 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.71	 	Amended and Restated Agreement of Limited Partnership for LC/N Keith Valley Limited Partnership I (Incorporated by reference to Exhibit 3.73 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.72	 	Amended and Restated Certificate of Limited Partnership as amended for Newtech IV Limited Partnership (Incorporated by reference to Exhibit 3.74 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.73	 	Amended and Restated Agreement of Limited Partnership for Newtech IV Limited Partnership (Incorporated by reference to Exhibit 3.75 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.74	 	Amended and Restated Certificate of Limited Partnership as amended for Nichols Lansdale Limited Partnership III (Incorporated by reference to Exhibit 3.76 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.75	 	Amended and Restated Agreement of Limited Partnership for Nichols Lansdale Limited Partnership III (Incorporated by reference to Exhibit 3.77 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.76	 	Amended and Restated Certificate of Limited Partnership as amended for Witmer Operating Partnership I, L.P. (Incorporated by reference to Exhibit 3.78 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.77	 	Amended and Restated Agreement of Limited Partnership for Witmer Operating Partnership I, L.P. (Incorporated by reference to Exhibit 3.79 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.78	 	Certificate of Limited Partnership as amended for 100 Arrandale Associates, L.P. (Incorporated by reference to Exhibit 3.80 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.79	 	Second Amended and Restated Agreement of Limited Partnership for 100 Arrandale Associates, L.P. (Incorporated by reference to Exhibit 3.81 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.80	 	Certificate of Limited Partnership as amended for 111 Arrandale Associates, L.P. (Incorporated by reference to Exhibit 3.82 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	

 
Exhibit No.	 	Description	

3.81	 	Second Amended and Restated Agreement of Limited Partnership for 111 Arrandale Associates, L.P. (Incorporated by reference to Exhibit 3.83 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.82	 	Certificate of Limited Partnership as amended for 440 Creamery Way Associates, L.P. (Incorporated by reference to Exhibit 3.84 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.83	 	Second Amended and Restated Agreement of Limited Partnership for 440 Creamery Way Associates, L.P. (Incorporated by reference to Exhibit 3.85 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.84	 	Certificate of Limited Partnership as amended for 442 Creamery Way Associates, L.P. (Incorporated by reference to Exhibit 3.86 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.85	 	Second Amended and Restated Agreement of Limited Partnership for 442 Creamery Way Associates, L.P. (Incorporated by reference to Exhibit 3.87 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.86	 	Certificate of Limited Partnership as amended for 481 John Young Way Associates, L.P. (Incorporated by reference to Exhibit 3.88 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.87	 	Second Amended and Restated Agreement of Limited Partnership for 481 John Young Way Associates, L.P. (Incorporated by reference to Exhibit 3.89 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.88	 	Amended and Restated General Partnership Agreement for Interstate Center Associates (Incorporated by reference to Exhibit 3.90 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.89	 	Second Amendment to the General Partnership Agreement for IR Northlight II Associates (Incorporated by reference to Exhibit 3.91 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.90	 	Third Amended and Restated General Partnership Agreement for Plymouth TFC General Partnership (Incorporated by reference to Exhibit 3.92 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.91	 	Certificate of Incorporation for BTRS, Inc. (Incorporated by reference to Exhibit 3.93 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.92	 	Bylaws of BTRS, Inc. (Incorporated by reference to Exhibit 3.94 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	

 
Exhibit No.	 	Description	

3.93	 	Articles of Incorporation as amended for Southpoint Land Holdings, Inc. (Incorporated by reference to Exhibit 3.95 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.94	 	Bylaws of Southpoint Land Holdings, Inc. (Incorporated by reference to Exhibit 3.96 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.95	 	Articles of Incorporation as amended for Valleybrooke Land Holdings, Inc. (Incorporated by reference to Exhibit 3.97 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.96	 	Bylaws of Valleybrooke Land Holdings, Inc. (Incorporated by reference to Exhibit 3.98 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.97	 	Certificate of Organization as amended for Brandywine Ambassador, L.L.C. (Incorporated by reference to Exhibit 3.99 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.98	 	Operating Agreement for Brandywine Ambassador, L.L.C. (Incorporated by reference to Exhibit 3.100 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.99	 	Articles of Organization for Brandywine Charlottesville LLC. (Incorporated by reference to Exhibit 3.101 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.100	 	Operating Agreement for Brandywine Charlottesville LLC. (Incorporated by reference to Exhibit 3.102 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.101	 	Certificate of Formation for Brandywine Christina LLC. (Incorporated by reference to Exhibit 3.103 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.102	 	Operating Agreement for Brandywine Christina LLC. (Incorporated by reference to Exhibit 3.104 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.103	 	Certificate of Organization for Brandywine Cira, LLC. (Incorporated by reference to Exhibit 3.105 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.104	 	Operating Agreement for Brandywine Cira, LLC. (Incorporated by reference to Exhibit 3.106 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.105	 	Certificate of Formation as amended for Brandywine Dabney, LLC. (Incorporated by reference to Exhibit 3.107 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.106	 	Limited Liability Company Agreement for Brandywine Dabney, LLC. (Incorporated by reference to Exhibit 3.108 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.107	 	Certificate of Organization as amended for Brandywine Dominion, LLC. (Incorporated by reference to Exhibit 3.109 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	

 
Exhibit No.	 	Description	

3.108	 	Operating Agreement for Brandywine Dominion, LLC. (Incorporated by reference to Exhibit 3.110 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.109	 	Certificate of Organization as amended for Brandywine F.C., LLC. (Incorporated by reference to Exhibit 3.111 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.110	 	Operating Agreement for Brandywine F.C., LLC. (Incorporated by reference to Exhibit 3.112 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.111	 	Certificate of Formation for Brandywine Interstate 50, L.L.C. (Incorporated by reference to Exhibit 3.115 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.112	 	Limited Liability Company Agreement for Brandywine Interstate 50, L.L.C. (Incorporated by reference to Exhibit 3.116 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.113	 	Certificate of Formation as amended for Brandywine – Main Street, LLC. (Incorporated by reference to Exhibit 3.117 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.114	 	Second Amended and Restated Operating Agreement for Brandywine – Main Street, LLC. (Incorporated by reference to Exhibit 3.118 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.115	 	Certificate of Organization as amended for Brandywine Metroplex, LLC. (Incorporated by reference to Exhibit 3.119 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.116	 	Operating Agreement for Brandywine Metroplex, LLC. (Incorporated by reference to Exhibit 3.120 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.117	 	Certificate of Organization as amended for Brandywine P.M., LLC. (Incorporated by reference to Exhibit 3.121 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.118	 	Operating Agreement for Brandywine P.M., LLC. (Incorporated by reference to Exhibit 3.122 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.119	 	Limited Liability Company Agreement for Brandywine Piazza, L.L.C. (Incorporated by reference to Exhibit 3.123 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.120	 	Limited Liability Company Agreement for Brandywine Piazza, L.L.C. (Incorporated by reference to Exhibit 3.124 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.121	 	Certificate of Formation for Brandywine Plaza 1000, L.L.C. (Incorporated by reference to Exhibit 3.125 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	

 
Exhibit No.	 	Description	

3.122	 	Limited Liability Company Agreement for Brandywine Plaza 1000, L.L.C. (Incorporated by reference to Exhibit 3.126 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.123	 	Certificate of Formation for Brandywine Promenade, L.L.C. (Incorporated by reference to Exhibit 3.127 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.124	 	Limited Liability Company Agreement for Brandywine Promenade, L.L.C. (Incorporated by reference to Exhibit 3.128 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.125	 	Certificate of Organization as amended for Brandywine TB Florig, LLC. (Incorporated by reference to Exhibit 3.129 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.126	 	Operating Agreement of Brandywine TB Florig, LLC. (Incorporated by reference to Exhibit 3.130 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.127	 	Certificate of Organization as amended for Brandywine TB Inn, LLC. (Incorporated by reference to Exhibit 3.131 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.128	 	Operating Agreement of Brandywine TB Inn, LLC. (Incorporated by reference to Exhibit 3.132 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.129	 	Certificate of Organization as amended for Brandywine TB I, LLC. (Incorporated by reference to Exhibit 3.133 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.130	 	Operating Agreement of Brandywine TB I, LLC. (Incorporated by reference to Exhibit 3.134 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.131	 	Certificate of Organization as amended for Brandywine TB II, LLC. (Incorporated by reference to Exhibit 3.135 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.132	 	Operating Agreement of Brandywine TB II, LLC. (Incorporated by reference to Exhibit 3.136 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.133	 	Certificate of Organization as amended for Brandywine TB V, LLC. (Incorporated by reference to Exhibit 3.137 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.134	 	Operating Agreement of Brandywine TB V, LLC. (Incorporated by reference to Exhibit 3.138 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.135	 	Certificate of Organization as amended for Brandywine TB VI, LLC. (Incorporated by reference to Exhibit 3.139 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.136	 	Operating Agreement of Brandywine TB VI, LLC. (Incorporated by reference to Exhibit 3.140 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	

 
Exhibit No.	 	Description	

3.137	 	Certificate of Organization as amended for Brandywine TB VIII, LLC. (Incorporated by reference to Exhibit 3.141 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.138	 	Operating Agreement of Brandywine TB VIII, LLC. (Incorporated by reference to Exhibit 3.142 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.139	 	Certificate of Formation as amended for Brandywine Trenton Urban Renewal, L.L.C. (Incorporated by reference to Exhibit 3.143 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.140	 	Amended and Restated Operating Agreement of Brandywine Trenton Urban Renewal, L.L.C. (Incorporated by reference to Exhibit 3.144 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.141	 	Certificate of Organization as amended for Brandywine Witmer, L.L.C. (Incorporated by reference to Exhibit 3.145 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.142	 	Operating Agreement of Brandywine Witmer, L.L.C. (Incorporated by reference to Exhibit 3.146 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.143	 	Certificate of Formation for Christiana Center Operating Company III, LLC. (Incorporated by reference to Exhibit 3.147 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.144	 	Amended and Restated Operating Agreement for Christiana Center Operating Company III, LLC. (Incorporated by reference to Exhibit 3.148 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.145	 	Certificate of Formation as amended for e-Tenants LLC. (Incorporated by reference to Exhibit 3.149 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.146	 	Amended and Restated Limited Liability Company Agreement for e-Tenants LLC (Incorporated by reference to Exhibit 3.150 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.147	 	Certificate of Formation for Brandywine Greentree V, LLC (Incorporated by reference to Exhibit 3.151 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.148	 	Operating Agreement for Brandywine Greentree V, LLC (Incorporated by reference to Exhibit 3.152 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.149	 	Certificate of Formation of Brandywine Grande B, LLC (Incorporated by reference to Exhibit 3.153 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
3.150	 	Operating Agreement of Brandywine Grande B, LLC (Incorporated by reference to Exhibit 3.154 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	

 
Exhibit No.	 	Description	

3.151	 	Certificate of Limited Partnership of Brandywine Byberry LP	
 	 	 	
3.152	 	Agreement of Limited Partnership of Brandywine Byberry LP	
 	 	 	
3.153	 	Certificate of Limited Partnership as amended of Brandywine Midatlantic LP	
 	 	 	
3.154	 	Second Amended and Restated Limited Partnership Agreement of Brandywine Midatlantic LP	
 	 	 	
3.155	 	Certificate of Limited Partnership as amended of OLS Office Partners, L.P.	
 	 	 	
3.156	 	Amended and Restated Limited Partnership Agreement of OLS Office Partners, L.P.	
 	 	 	
3.157	 	Amended and Restated Certificate of Limited Partnership of Radnor Center Associates	
 	 	 	
3.158	 	Second Amended and Restated Limited Partnership Agreement of Radnor Center Associates	
 	 	 	
3.159	 	Certificate of Limited Partnership of Radnor Properties Associates-II, L.P.	
 	 	 	
3.160	 	Second Amended and Restated Agreement of Limited Partnership of Radnor Properties Associates-II, L.P.	
 	 	 	
3.161	 	Certificate of Limited Partnership of Radnor Properties-SDC, L.P.	
 	 	 	
3.162	 	Second Amended and Restated Agreement of Limited Partnership of Radnor Properties-SDC, L.P.	
 	 	 	
3.163	 	Certificate of Limited Partnership as amended of Radnor Properties-200 RC Holdings, L.P.	
 	 	 	
3.164	 	Amended and Restated Agreement of Limited Partnership of Radnor Properties-200 RC Holdings, L.P.	
 	 	 	
3.165	 	Certificate of Limited Partnership of Radnor Properties-200 RC, L.P.	
 	 	 	
3.166	 	Amended and Restated Agreement of Limited Partnership of Radnor Properties-200 RC, L.P.	
 	 	 	
3.167	 	Certificate of Limited Partnership of Radnor Properties-201 KOP, L.P.	
 	 	 	
3.168	 	Second Amended and Restated Agreement of Limited Partnership of Radnor Properties-201 KOP, L.P.	
 	 	 	
3.169	 	Certificate of Limited Partnership of Radnor Properties-555 LA, L.P.	
 	 	 	
3.170	 	Second Amended and Restated Agreement of Limited Partnership of Radnor Properties-555 LA, L.P.	
 	 	 	
3.171	 	Certificate of Formation of Brandywine Byberry LLC	
 	 	 	
3.172	 	Operating Agreement of Brandywine Byberry LLC	
 	 	 	
3.173	 	Certificate of Formation of Brandywine Midatlantic LLC	
 	 	 	
3.174	 	Operating Agreement of Brandywine Midatlantic LLC	
 	 	 	
3.175	 	Certificate of Organization, as amended of Brandywine One Logan LLC	
 	 	 	
3.176	 	Amended and Restated Limited Liability Company Agreement of Brandywine One Logan LLC	
 	 	 	
3.177	 	Certificate of Formation as amended of Brandywine One Rodney Square LLC	

 
Exhibit No.	 	Description	

3.178	 	Amended and Restated Limited Liability Company Agreement of Brandywine One Rodney Square LLC	
 	 	 	
3.179	 	Certificate of Organization as amended of Brandywine Radnor Center LLC	
 	 	 	
3.180	 	Amended and Restated Operating Agreement of Brandywine Radnor Center LLC	
 	 	 	
3.181	 	Certificate of Formation of Brandywine Radnor 200 Holdings LLC	
 	 	 	
3.182	 	Operating Agreement of Brandywine Radnor 200 Holdings LLC	
 	 	 	
3.183	 	Certificate of Formation as amended of Brandywine 300 Delaware LLC	
 	 	 	
3.184	 	Amended and Restated Limited Liability Company Agreement of Brandywine 300 Delaware LLC	
 	 	 	
3.185	 	Certificate of Formation as amended of Radnor GP, L.L.C.	
 	 	 	
3.186	 	Amended and Restated Operating Agreement of Radnor GP, L.L.C.	
 	 	 	
3.187	 	Certificate of Formation of Radnor GP-SDC, L.L.C.	
 	 	 	
3.188	 	Amended and Restated Operating Agreement of Radnor GP-SDC, L.L.C.	
 	 	 	
3.189	 	Certificate of Formation of Radnor GP-200 RC, L.L.C.	
 	 	 	
3.190	 	Second Amended and Restated Operating Agreement of Radnor GP-200 RC, L.L.C.	
 	 	 	
3.191	 	Certificate of Formation of Radnor GP-201 KOP, L.L.C.	
 	 	 	
3.192	 	Second Amended and Restated Limited Liability Company Agreement of Radnor GP-201 KOP, L.L.C.	
 	 	 	
3.193	 	Certificate of Formation of Radnor GP-555 LA, L.L.C.	
 	 	 	
3.194	 	Amended and Restated Operating Agreement of Radnor GP-555 LA, L.L.C.	
 	 	 	
4.1	 	Form of Common Share Warrant Agreement (Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
4.2	 	Form of Deposit Agreement (Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	
 	 	 	
4.3	 	Indenture, dated October 22, 2004, among Brandywine Operating Partnership, L.P., Brandywine Realty Trust, certain wholly-owned subsidiaries of Brandywine Operating Partnership, L.P. named thereon and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of Brandywine Operating Partnership, L.P. filed on October 22, 2004).	
 	 	 	
4.4	 	Form of Note (Incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-3 (Registration No. 333-117078) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P.).	
 	 	 	
5.1	 	Opinion of Pepper Hamilton LLP regarding the validity of the securities being registered.	
 	 	 	
8.1	 	Opinion of Pepper Hamilton LLP regarding tax matters.	

 
Exhibit No.	 	Description	

12.1	 	Statement of computation of ratios of earnings to combined fixed charges and preferred share distributions of Brandywine.	
 	 	 	
12.2	 	Statement of computation of ratios of earnings to fixed charges of the Operating Partnership.	
 	 	 	
23.1	 	Consents of PricewaterhouseCoopers LLP.	
 	 	 	
23.2	 	Consent of Ernst & Young LLP.	
 	 	 	
23.3	 	Consent of Pepper Hamilton LLP (included in Exhibit 5.1).	
 	 	 	
23.4	 	Consent of Pepper Hamilton LLP (included in Exhibit 8.1).	
 	 	 	
24.1	 	Power of Attorney (included in Part II of this Registration Statement).	
 	 	 	
25.1	 	Statement of Eligibility of Trustee.	

*	To be filed by amendment or by a report on Form 8-K pursuant to Regulation S-K, Item 601(b).	
 
EXHIBIT 1.1
 
BRANDYWINE OPERATING PARTNERSHIP, L.P.
 
DEBT SECURITIES
 
UNDERWRITING AGREEMENT
 
________ __, 200_
 
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 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 (the “Indenture”) identified in such Pricing Agreement.
 
          1.       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 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 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.        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. 333-117078) (the “Initial Registration”) 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 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 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 the same may be amended or supplemented from time to time by a preliminary form of prospectus supplement relating to the Designated Securities, as and if filed pursuant to Rule 424(b), is hereinafter called a “Preliminary Prospectus”.  Any reference herein to the Base Prospectus, any 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, any Preliminary Prospectus or the Prospectus, as the case may be; any reference herein to the terms “amendment” or “supplement”, or similar terms, with respect to any Preliminary Prospectus or 
 
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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 any 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 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 Prospectus conform, 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 Prospectus does not contain and 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; and when any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Designated Securities or any amendment thereto or pursuant to Rule 424(a) under the Securities Act) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the Securities Act and the rules and regulations of the Commission thereunder and did not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order 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 furnished in writing to the Operating Partnership by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus relating to such Designated Securities.
 
                    (d)     Except as noted therein, the consolidated financial statements (including the related notes thereto) incorporated by reference in the Prospectus present fairly in all material respects the consolidated financial condition of the Operating Partnership and its consolidated
 
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subsidiaries and the Parent Guarantor 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 any pro forma financial information (including the related notes thereto) contained or incorporated by reference in the Prospectus present 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.
 
                    (e)     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 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, since the respective dates as of which information is given in the Registration Statement 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 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 Prospectus.
 
                    (f)     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 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
 
4

(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 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 in 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.
 
                    (g)     The Operating Partnership has an authorized capitalization as set forth in 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 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 Prospectus.
 
                    (h)     This Agreement and the Pricing Agreement with respect to the Designated Shares have been duly authorized, executed and delivered by each of the Operating Partnership and the Guarantors.
 
                    (i)     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 (as defined in Section 4 hereof) 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.
 
                    (j)     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 
 
5

been duly executed, authenticated, issued and delivered and shall constitute valid and legally binding obligations of the Operating Partnership entitled to the benefits provided by the Indenture and 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.
 
                    (k)     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. 
 
                    (l)     The Indenture conforms and the Designated Securities and the Guarantees shall conform, in all material respects, to the descriptions thereof contained in the Prospectus.
 
                    (m)     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 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
 
6

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.
 
                    (n)     Other than as set forth in 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 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.
 
                    (o)     (i) PricewaterhouseCoopers, the independent certified public accountants of the Operating Partnership and the Parent Guarantor, who have audited certain financial statements of the Operating Partnership and its consolidated subsidiaries and of the Parent Guarantor and its consolidated subsidiaries, are independent public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder; and (ii) Ernst & Young, the independent certified public accountants of The Rubenstein Company, L.P., who have audited certain financial statements of The Rubenstein Company, L.P.and its consolidated subsidiaries, are independent public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder. 
 
                    (p)     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 Prospectus or as are described specifically, generally or in the aggregate in 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. 
 
                    (q)     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”). 
 
                    (r)     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,
 
7

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.
 
                    (s)     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 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 Prospectus.  
 
                    (t)     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 Prospectus.  
 
                    (u)     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 Prospectus.
 
                    (v)     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 Prospectus; except as set forth in 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 
 
8

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 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 Prospectus. 
 
                    (w)     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.     
 
                    (x)     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.
 
                    (y)     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.
 
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                    (z)     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 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 and the Prospectus.
 
                    (aa)     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.
 
                    (bb)     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 Prospectus.
 
                    (cc)     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
 
10

Operating Partnership, except that, as set forth in 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 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.  
 
                    (dd)     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. [Note: this representation to be deleted in the case of listed securities.]
 
                    (ee)     The statistical and market-related data, if any, included in 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.
 
          3.          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.       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.
 
          5.       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 make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Designated Securities 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; to advise the Representatives promptly of any such amendment or 
 
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supplement 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 (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 deemed to be incorporated by reference therein and (ii) copies of the Prospectus in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Designated Securities and the issuance of the Guarantees; and 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 upon their request to file such document and to prepare and 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;
 
                    (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
 
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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)     Neither the Operating Partnership nor any of the Guarantors shall 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 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)     Neither the Operating Partnership nor any of the Guarantors shall 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)     The Parent Guarantor shall 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.
 
          6.       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 and the Prospectus and all other amendments and supplements thereto 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
 
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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 6 and Sections 8 and 11 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.
 
          7.       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:
 
                    (a)     (i) 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) no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and (iii) all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Representatives;
 
                    (b)     The 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 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
 
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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 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 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 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;	
 	 	
 	          (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 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 	
 
15

 	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 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 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;	
 	 	
 	          (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, 	
 
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 	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 Prospectus as amended or supplemented;	
 	 	
 	          (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 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 	
 
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 	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 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 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 Prospectus relating to the Designated Securities and the Guarantees was filed with the Commission within the prescribed time periods pursuant to Rule 424(b) of the rules and regulations 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 the purpose has been instituted or threatened by the Commission;	
 	 	
 	          (xviii)        Such counsel have no reason to believe that, 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 or that, 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 	
 
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 	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; 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 Prospectus or required to be described in the Registration Statement 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 perhaps 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, Pricewaterhouse Coppers LLP, the independent certified public accountants of the Operating Partnership and the Parent Guarantor, who have 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 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, Ernst & Young, the independent certified public accountants of The Rubenstein Company, L.P., who have audited the financial statements of The Rubenstein Company, L.P. 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 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 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 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), there has not been any change in the beneficial interests of
 
19

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 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 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 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 (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 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
 
20

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 to be performed at or prior to such Time of Delivery, as to the matters set forth in Sections 7(a), (e) and (f) and as to such other matters (including, without limitation, with respect to compliance with debt agreements and instruments) as the Representatives may reasonably request.
 
          8.         (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, any preliminary prospectus supplement, the Registration Statement, the Prospectus and any other prospectus relating to the Designated Securities, or any amendment or supplement thereto, or (ii) the omission or alleged omission to state in any 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 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, any preliminary prospectus supplement, the Registration Statement, the Prospectus and any other prospectus relating to the Designated Securities, or any such amendment or supplement, 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 against any losses, claims, damages or liabilities to which the Operating Partnership, the Parent Guarantor or any Subsidiary Guarantor 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 any 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, 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
 
21

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, 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 8(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 subsection. 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 subsection 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 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 you, if the indemnified parties under this Section 8 consist of any Underwriter of the Designated Securities or any of its
 
22

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 8 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 8, references to “counsel” shall include a firm of attorneys.
 
                    (d)     If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under Section 8(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 8(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 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 8(d) were determined by
 
23

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 8(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 8(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 8(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 8(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 8 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 8 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.
 
          9.       (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 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
 
24

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 9(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 9(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 9(a) above, or if the Operating Partnership shall not exercise the right described in Section 9(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 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
 
          10.     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.
 
          11.      If any Pricing Agreement shall be terminated pursuant to Section 9 hereof or if the condition in Section 7(i) 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 6 and 8 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
 
25

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 6 and 8 hereof.
 
          12.       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.
 
          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 8(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.
 
          13.       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 8 and 10 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.
 
          14.       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.
 
          15.       THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
 
          16.       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.
 
26

 	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*	
 	 	 	 	 	 	
 	 	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	
 
27

 	 	 	 	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*	
 
28

 	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*	
 	 	 	 	 	 	
 	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*	
 
29

 	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*	
 	 	 	 	 	 	
 	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*	
 
30

 	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*	
 	 	 	 	 	 	
 	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*	
 
31

 	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*	
 	 	 	 	 	 	
 	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*	
 
32

 	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*	
 	 	 	 	 	 	
 	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*	
 
33

 	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*	
 
34

 	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*	
 
35

 	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*	
 
36

 	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*	
 
37

 	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*	
 
38

 	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*	
 
39

 	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*	
 
40

 	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*	
 
41

 	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*	
 
42

 	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*	
 
43

 	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*	
 
44

 	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*	
 
45

 	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*	
 
46

 	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*	
 
47

 	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*	
 
48

 	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*	
 
49

 	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*	
 
50

 	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*	
 
51

 	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*	
 
52

 	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*	
 
53

 	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*	
 
54

 	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*	
 
55

 	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*	
 
56

 	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:	 	 	 	 	
 
[INSERT SIGNATURE BLOCKS FOR 
REPRESENTATIVES OF THE UNDERWRITERS]
 
By:	 	 	
 		 	
Name:	 	
Title:	 	 	
 
On behalf of itself and each of the other several Underwriters
 
57

ANNEX I
 
PRICING AGREEMENT
 
_____________ __, 200_
 
[INSERT NAME OF REPRESENTATIVES]
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 _________ __, 200_ (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 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 Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to 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 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of 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*	
 	 	 	 	 	 	 	
 	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*	
 
I-5

 	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*	
 
I-6

 	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*	
 
I-7

 	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*	
 
I-8

 	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*	
 
I-9

 	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*	
 
I-10

 	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*	
 
I-11

 	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*	
 
I-12

 	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:	 	 	 	

[INSERT SIGNATURE BLOCKS FOR 
REPRESENTATIVES OF THE UNDERWRITERS]
 
By:	 	 	
 		 	
Name:	 	 	
Title:	 	 	
 
On behalf of itself and each of the other several Underwriters
 
I-33

SCHEDULE I
 
Underwriter	 	 	Principal Amount
of Designated
Securities
to be Purchased	

 	 	 	 	
[Insert Underwriters]	 	$	________________	
Total	 	$	________________	
 
I-34

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 (the “Indenture”) among the Operating Partnership, the Guarantors and The Bank of New York, as Trustee	
 
MATURITY:
 
          ___________ ___, 20___ 
 
I-35

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 Prospectus Supplement dated the date hereof relating to the Designated Securities.	
 
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]
 
I-36

NAMES AND ADDRESSES OF REPRESENTATIVES:
 
          Designated Representatives:
 
                    [Insert names of Representatives]                
 
I-37

          Address for Notices, etc.:
 
                    [Insert addresses of Representatives]
 
UNDERWRITERS COUNSEL:
 
          [Insert name of counsel to Underwriters]  
 
I-38

SCHEDULE III
 
[Insert as appropriate.]
 
I-39

SCHEDULE IV
 
[Insert as appropriate.]
 
I-40

EXHIBIT 3.151
 
CERTIFICATE OF LIMITED PARTNERSHIP
OF
BRANDYWINE BYBERRY LP
 
          This Certificate of Limited Partnership of Brandywine Byberry LP (the “Partnership”) has been duly executed and is being filed by the undersigned in accordance with the provisions of 6 Del. C.§17-101, et seq. to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the “Act”).
          1.      Name. The name of the limited partnership formed is Brandywine Byberry LP.
          2.      Registered Office. The address of the registered office of the Partnership in the State of Delaware, County of New Castle, is c/o PHS Corporate Services, Inc., 1313 North North Market Street, Suite 5100, Wilmington, Delaware 19801.
          3.      Registered Agent. The name and address of the registered agent for service of process on the Partnership in the State of Delaware is PHS Corporate Services, Inc., 1313 North Market Street, Suite 5100, Wilmington, Delaware 19801.
          4.      General Partners. The name and mailing address of the general partner of the Partnership is:
Brandywine Byberry LLC
401 Plymouth Road
Suite 500
Plymouth Meeting, Pennsylvania 19462
          5.      Limitation of Liability. Pursuant to § 17-218 of the Act, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series of the Partnership shall be enforceable only against the assets of such series and not against the assets of the Partnership generally, any other series thereof, or any general partner not associated with such series. 
 
 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 02:53 PM 01/31/2005	
 	Filed 02:53 PM 01/31/2005	
 	SRV 050076877 – 3919695 FILE	

 
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          IN WITNESS WHEREOF, the undersigned general partners have duly executed this Certificate of Limited Partnership as of this 31st day of January, 2005.
 	 	BRANDYWINE BYBERRY LLC	
 	 	 	
 	By:	BRANDYWINE OPERATING PARTNERSHIP, L.P.,
Its Sole Member	
 	 	 	
 	By:	BRANDYWINE REALTY TRUST,	
 	 	Its General Partner	
 	 	 	
 	 	/s/ Gerard H. Sweeney	
	 		
 	By:	Gerard H. Sweeney	
 	Title: 	President and Chief Executive Officer	

 
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BRANDYWINE BYBERRY LLC
401 PLYMOUTH ROAD, SUITE 500
PLYMOUTH MEETING, PENNSYLVANIA 19462
CONSENT TO USE OF NAME
          Brandywine Byberry LLC, a limited liability company organized under the laws of the State of Delaware, hereby consents to the organization of Brandywine Byberry LP in the State of Delaware.
          IN WITNESS WHEREOF, the said Brandywine Byberry LLC has caused this consent to be executed by its general partner, this 31st day of January, 2005.
 	BRANDYWINE OPERATING PARTNERSHIP, L.P., Its Sole Member	
 	 	
 	By: BRANDYWINE REALTY TRUST,	
 	Its General Partner	
 	 	
 	/s/ Gerard H. Sweeney	
 		
 	By: Gerard H. Sweeney	
 	Title: President and Chief Executive Officer	

 
3

EXHIBIT 3.152

 
AGREEMENT OF LIMITED PARTNERSHIP
 
OF
 
BRANDYWINE BYBERRY LP
 
A Delaware Limited Partnership

 

                    THIS AGREEMENT OF LIMITED PARTNERSHIP of Brandywine Byberry LP (the “Partnership”) is made and entered into as of this 19th day of February, 2005, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”), and Brandywine Byberry LLC, a Delaware limited liability company, as the general partner (“General Partner” and together with the Limited Partner, the “Partners”).  Capitalized terms are defined below.
 
                    NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound, the Partners hereby agree as follows:
 
ARTICLE 1
GENERAL PROVISIONS
 
          1.1.    Formation.  The Partners hereby agree to form the Partnership as a limited partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement.  The General Partner shall file or cause to be filed the Certificate with the Delaware Secretary of State in accordance with the provisions of the Act and shall do or cause to be done all such other filings, recordings or other acts, including amendments to the Certificate, as may be necessary or appropriate to comply with the laws of formation and operation of a limited partnership in the State of Delaware and any other jurisdiction in which the Partnership may conduct business.
 
          1.2.    Name.  The name of the Partnership is BRANDYWINE BYBERRY LP or such other name as the General Partner from time to time may select.
 
          1.3.    Place of Business.  The principal place of business of the Partnership shall be at 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, or such other place as the General Partner may from time to time designate.  The Partnership may maintain such other offices at such other places as the General Partner deems advisable.
 
          1.4.    Purpose.  The Partnership is organized to pursue any lawful purpose.
 
          1.5.    Term.  The Partnership shall commence upon the filing of the Certificate and shall continue until the Partnership is terminated in accordance with the terms of this Agreement.
 
ARTICLE 2
CAPITAL MATTERS
 
          2.1.    Initial Capital Contributions.  The General Partner shall contribute to the capital of the Partnership on the date hereof cash in the aggregate amount of $1.00, and the Limited Partner shall contribute to the capital of the Partnership on the date hereof cash in the aggregate amount of $99.00.
 
          2.2.    Additional Capital Contributions or Loans.  Except as specifically required under Section 2.1, no Partner shall be obligated or required to make any additional capital contributions or advance any funds to the Partnership unless all of the Partners unanimously agree to do so and unanimously agree as to the amount to be so contributed.

 
          2.3.    Allocations and Distributions.  All allocations of profits and losses and all distributions of cash shall be made in accordance with the Partners’ Percentage Interests.  The Percentage Interest of the General Partner shall be one percent (1.0%), and the Percentage Interest of the Limited Partner shall be ninety nine percent (99.0%). Distributions out of funds legally available therefor shall be made at such times as the General Partner determines.
 
ARTICLE 3
MANAGEMENT
 
                    3.1.1.    Management and Control.  The General Partner shall manage and control the business and affairs of the Partnership and shall have all of the rights and powers which may be possessed by a general partner under the Act.  Except as otherwise required under the Act or as provided herein, the General Partner shall make all decisions with respect to the business and affairs of the Partnership, and the Limited Partner shall have no right to participate in the management of the Partnership.
 
ARTICLE 4
TRANSFERS OF PARTNER INTERESTS
 
          4.1.    Restriction.  A Partner shall not, without the consent of the other Partner, make any Transfer of all or any portion of its Interest.
 
          4.2.    Transfer in Violation of Agreement.  Any purported Transfer of an Interest which is not made in compliance with this Agreement shall be null and void ab initio and of no force or effect whatsoever.
 
ARTICLE 5
FINANCIAL MATTERS
 
          5.1.    Records.  The Partnership shall maintain at its principal place of business:  (i) true and full information regarding the status of the business and financial affairs of the Partnership; (ii) a current list of the name and last known address of each of its Partners; (iii) a copy of this Agreement and the Certificate and all amendments thereto; (iv) the accounting books and records and minutes of proceedings of the Partners; and (v) any other information regarding the affairs of the Partnership as the General Partner determines is just and reasonable.
 
          5.2.    Fiscal Year.  Unless otherwise designated by the Partners, the fiscal year of the Partnership shall end on December 31.
 
          5.3.    Partnership Funds.  Pending application or distribution, the funds of the Partnership shall be deposited in such bank accounts, or invested in such interest-bearing or non-interest-bearing investments, including without limitation, federally insured checking and savings accounts, certificates of deposit and time or demand-deposits in U.S. government agencies or government backed securities or such other investments as the General Partner deems appropriate and consistent with the maintenance of Brandywine Realty Trust’s qualification as a real estate investment trust under the Code.
 
-2-

          5.4.    Tax Returns.  The General Partner shall cause all tax returns for the Partnership to be prepared and timely filed with the appropriate authorities and shall deliver or cause to be delivered to each Partner such information as is necessary for such Partner to prepare such Partner’s federal, state and local tax returns.
 
          5.5.    Tax Matters Partner.  The General Partner shall be the initial Tax Matters Partner and shall represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partners.
 
ARTICLE 6
DISSOLUTION
 
          6.1.    Dissolution.  The Partnership shall be dissolved upon the earliest to occur of the following:
 
                              (a)       December 31, 2050;
 
                              (b)       the sale of all or substantially all of the Partnership’s assets and properties;
 
                              (c)       the unanimous agreement of the Partners to effect such dissolution; or
 
                              (d)       the entry of an order of judicial dissolution under Section 8572 of the Act.
 
          6.2.    Liquidation.  Upon dissolution of the Partnership, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors.  The General Partner or in the event there is no General Partner, such Person or Persons as is designated by the Partners (the General Partner or such Person or Persons being hereinafter referred to as the “Liquidator”) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall cause distributions to be made in accordance with Section 6.3 hereof.
 
          6.3.    Distributions Upon Liquidation.  Upon dissolution of the Partnership, the Liquidator shall proceed to wind up the business and affairs of the Partnership and shall distribute the assets of the Partnership in the following order and priority:
 
                              (a)       First, to payment of the debts and liabilities of the Partnership (other than those to Partners) in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable.
 
                              (b)       Second, to payment of the expenses of liquidation of the Partnership in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities or debts owed to Partners.
 
-3-

                              (c)       Third, to the setting up of such reserves as the Partners may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business.
 
                              (d)       The balance of the proceeds, in accordance with the Percentage Interests of the Partners.
 
          6.4.    Reasonable Time for Winding Up.  A reasonable amount of time shall be allowed for the orderly winding up of the business and affairs of the Partnership in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Partnership assets.  This Agreement shall remain in full force and effect during the period of winding up.
 
          6.5.    Certificate of Cancellation.  Following the completion of the winding up of the affairs of the Partnership and the distribution of its assets, the Liquidator shall file all necessary certificates of cancellation required under the Act.
 
ARTICLE 7
DEFINITIONS AND RULES OF CONSTRUCTION
 
          7.1.    Definitions.
 
                    7.1.1.    The following terms, as used herein, shall have the following respective meanings:
 
                    “Act” means the Delaware Limited Partnership Act, as amended from time to time.
 
                    “Agreement” means this Agreement of Limited Partnership, as amended or restated from time to time.
 
                    “Certificate” means the Certificate of Limited Partnership, as amended or restated from time to time, filed with the Delaware Secretary of State in accordance with the Act.
 
                    “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.
 
                    “Fiscal Year” means the twelve month period ending December 31 of each year, unless otherwise provided pursuant to Section 5.2 of this Agreement.
 
                    “Interest” means the interest of a Partner in the Partnership representing such Partner’s rights, powers and privileges, as specified in this Agreement, including, without limitation, such Partner’s right to profits, losses, allocations and distributions and such Partner’s right to vote with respect to Partnership matters, and “Percentage Interest” means a Partner’s Interest expressed as a percentage of all Interests.
 
                    “Partners” means the General Partner and Limited Partner.
 
-4-

                    “Partnership” means the limited partnership which is the subject of this Agreement, as such limited partnership may from time to time be constituted.
 
                    “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, limited liability companies, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign.
 
                    “Tax Matters Partner” means the tax matters member as defined in Code Section 6231(a)(7).
 
                    “Transfer” means to sell, assign, transfer, give, donate, pledge, deposit, alienate, bequeath, devise or otherwise dispose of or encumber to any Person other than the Partnership.
 
          7.2.    Rules of Construction:  Unless the context otherwise requires, references to the plural shall include the singular and the singular shall include the plural, and the words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provisions of this Agreement.  Any use of the masculine, feminine or neuter herein shall be deemed to include a reference to each other gender.
 
ARTICLE 8
MISCELLANEOUS
 
          8.1.    Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions of said jurisdiction.
 
          8.2.    Entire Agreement.  This Agreement represents the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, arrangements and understandings between the parties relating to the subject matter hereto.
 
          8.3.    Binding Effect.  Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the Partners and their respective successors, heirs, and to the extent permitted, transfers and assigns.
 
          8.4.    Additional Documents.  Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge, and deliver any documents that may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.
 
          8.5.    Waiver of Action for Partition.  Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership property.
 
          8.6.    Headings.  The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.
 
          8.7.    Notice.  Notices to the Partners shall be deemed sufficiently given if delivered by hand, mailed by certified mail, return receipt requested, postage prepaid, to the addresses provided in writing by any Partner to the other Partner or mailed via any reliable overnight courier service.
 
-5-

          8.8.    Non-Recourse.  No recourse shall be had for any obligation of Brandywine Realty Trust against any past, present or future trustee, shareholder, officer or employee thereof.
 
          8.9.    Execution of Documents.  The Partners agree that they shall execute such instruments as may be necessary or appropriate to carry out the terms of this Agreement and the actions contemplated thereby.
 
          8.10.   Amendment.  This Agreement may not be amended except by unanimous written agreement of all of the Partners.
 
          8.11.   Time is of Essence.  Time is of the essence in the performance of this Agreement.
 
          8.12.   Counterparts.  This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.
 
(signature page follows)
 
-6-

                    IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.
 
 	General Partner:	
 	 	
 	BRANDYWINE BYBERRY LLC 	
 	 	
 	/s/  Gerard H. Sweeney	
 		
 	By:    Gerard H. Sweeney	
 	Title:  President and Chief	
 	           Executive Officer	

 	Limited Partner:	
 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	 	
 	By:  BRANDYWINE REALTY TRUST,	
 	          Its General Partner	
 	 	
 	/s/  Gerard H. Sweeney	
 		
 	By:     Gerard H. Sweeney	
 	Title:  President and Chief	
 	           Executive Officer	
 
-7-

EXHIBIT 3.153
 
CERTIFICATE OF LIMITED PARTNERSHIP
OF 
THE RUBENSTEIN COMPANY, L.P.
 
          This Certificate of Limited Partnership of The Rubenstein Company, L.P. (the “Limited Partnership”) is being executed by the undersigned for the purpose of forming a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act.
 
                              1.          The name of the Limited Partnership is:
 
                                                              The Rubenstein Company, L.P.
 
                              2.           The address of the registered office of the Limited Partnership in Delaware is 1013 Centre Road, Wilmington, Delaware 19805-1297. The Limited Partnership’s registered agent at that address is Corporation Service Company.
 
                              3.           The name and address of the general partners are:
 
NAME	 	ADDRESS	
	 		
TRC Realty, Inc.-GP	 	The Rubenstein Company	
 	 	600 West Germantown Pike 	
 	 	Suite 221 	
 	 	Plymouth Meeting, Pennsylvania 19462	
 	 	 	
Prometheus Mid-Atlantic Investors Trust	 	Lazard Freres Real Estate Investors L.L.C	
 	 	30 Rockefeller Plaza, 63rd Floor 	
 	 	New York, New York 10020	
 
                              IN WITNESS WHEREOF, the undersigned, as the general partners of the Limited Partnership, have caused this Certificate of Limited Partnership to be duly executed as of this 22nd day of December, 1997.
 
 	TRC Realty, Inc.-GP	
 	General Partner	
 	 	
 	By:	/s/  David B. Rubenstein	
 	 		
 	 	Name: David B. Rubenstein 	
 	 	Title:  Vice President	
 	 	 	
 	Prometheus Mid-Atlantic Investors Trust	
 	General Partner	
 	 	
 	By:	/s/  Murry Gunty	
 	 		
 	 	Name: Murry Gunty	
 	 	Title: Vice President	
 
STATE OF DELAWARE	 	
SECRETARY OF STATE	 	
DIVISION OF CORPORATIONS	 	
FILED 09 : 00 AM 12/22/1997	 	
971442123 - 2836584	 	

 
 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	FILED 09 : 00 AM 08/19/1998	
 	981324813  -  2836584	
 
CERTIFICATE TO RESTORE TO GOOD STANDING
 
A DELAWARE LIMITED PARTNERSHIP
 
PURSUANT TO TITLE 6, SEC. 17-1109
 
1.          Name of Limited Partnership
 
             THE RUBENSTEIN COMPANY, L.P.
 
2.          Date of original filing with Delaware Secretary of state:
 
             December 22, 1997
 
I,    David B. Rubenstein, President of TRC Realty, Inc.-GP, the general partner of this Limited Partnership, do hereby certify that this Limited Partnership is paying all annual taxes, penalties and interest due to the State of Delaware.
 
I do hereby request this Limited Partnership be restored to Good Standing.
 
 	/s/ David B. Rubenstein	
 		
 	David B. Rubenstein	

 
EXECUTION COPY
 
CERTIFICATE OF AMENDMENT
 
TO 
 
CERTIFICATE OP LIMITED PARTNERSHIP
 
OF 
 
THE RUBENSTEIN COMPANY, L.P.
 
          The undersigned, desiring to amend the Certificate of Limited Partnership of The Rubenstein Company, L.P. (hereinafter called the “Partnership”), do hereby certify that:
 
          FIRST:                 The name of the limited partnership is The Rubenstein Company, L.P.
 
          SECOND:            Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership is amended as follows:
 
 	Prometheus Mid-Atlantic Investors Trust, a Maryland real estate investment trust, withdraws from the Partnership as a general partner of the Partnership.	
 
          IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of limited Partnership on this 30th day of APRIL, 2004.
 
 	TRC REALTY, INC.-GP. a Pennsylvania corporation, general partner	
 	 	 	
 	By:	/s/  Frank J. Ferro	
 	 		
 	 	Frank J. Ferro	
 	 	Executive Vice President	
 	 	 	
 	PROMETHEUS MID-ATLANTIC INVESTORS TRUST, a Pennsylvania corporation, withdrawing general partner	
 	 	 	
 	By:	/s/  Douglas N. Wells	
 	 		
 	 	Douglas N. Wells 	
 	 	Vice President	
 
 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered  05:03 PM 05/06/2004	
 	FILED 05:03 PM 05/06/2004	
 	SRV 040332438 - 2836584 FILE	

 
AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
THE RUBENSTEIN COMPANY, L.P.
 
          The Rubenstein Company, L.P., a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act (the “Act”), for the purpose of amending and restating its Certificate of Limited Partnership filed with the office of the Secretary of State of Delaware on December 22, 1997, hereby certifies that its Certificate of Limited Partnership is amended and restated to read in its entirely as follows
 
          1.     The name of the Partnership is Brandywine Midatlantic LP
 
          2.     The address of the registered office of the Partnership in Delaware is 1313 North Market Street, Suite 5100, Wilmington, Delaware 19801. The Partnership’s registered agent at that address is PHS Corporate Services, Inc.
 
          3.     The name and mailing address of the sole general partner is;
 
 	Brandywine Midatlantic LLC	
 	c/o Brandywine Realty Trust	
 	401 Plymouth Road	
 	Suite 500	
 	Plymouth Meeting, Pennsylvania 19462	
 
          IN WITNESS WHEREOF, this Amended and Restated Certificate of Limited Partnership, which restates and integrates and also further amends the Certificate of Limited Partnership, has been duly executed as of the 21st day of September , 2004, and is being filed in accordance with Section 17-210 of the Act by a general partner thereunto duly authorized.
 
 	Brandywine Midatlantic LLC	
 	 	
 	By:	/s/  Gerard H. Sweeney	
 	 		
 	 	Gerard H. Sweeney	
 	 	President and Chief Executive Officer	
 
 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 05:04 PM 09/22/2004	
 	FILED 05:04  PM 09/22/2004	
 	SRV 040686689 - 2836584 FILE	

 
CONSENT TO USE OF NAME
 
          Brandywine Midatlantic LLC, a limited liability company organized under the laws of the State of Delaware, hereby consents to the organization of Brandywine Midatlantic LP in the State of Delaware.
 
          IN WITNESS WHEREOF, the said Brandywine Midatlantic LLC has caused this consent to be executed by its general partner, this 21st day of September, 2004.
 
 	BRANDYWINE OPERATING PARTNERSHIP, L.P., Its Sole Member	
 	 	 	
 	By: 	BRANDYWINE REALTY TRUST,	
 	Its General Partner	
 	 	 	
 	 	/s/  Gerard H. Sweeney	
 	 		
 	By: 	Gerard H. Sweeney	
 	Title:	President and Chief Executive Officer	

EXHIBIT 3.154

 
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
 
OF
 
BRANDYWINE MIDATLANTIC LP
 
A Delaware Limited Partnership

 

                    THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Brandywine Midatlantic LP (the “Partnership”) (formerly known as The Rubenstein Company, L.P.) is made and entered into as of this 21st day of September, 2004 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the sole limited partner (the “Limited Partner”) and Brandywine Midatlantic LLC, a Delaware limited liability company as sole general partner (the “General Partner” and together with the Limited Partner, the “Partners”)and amends and restates in its entirety the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of the 3rd day of May, 2004 (the “Original Agreement”) among TRC Realty, Inc.-GP, as the sole general partner (the “Prior General partner”), and TRC Associates Limited Partnership and TRC-LB LLC as the sole limited partners (the “Prior Limited Partners).  Capitalized terms used herein as defined terms  are defined below.
 
                    By Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on December 22, 1997, The Rubenstein Company, L.P. was formed.  Immediately prior to the date hereof, the partners in the Partnership consisted of the Prior General Partner and the Prior Limited Partners.
 
                    On the date hereof, the Prior General Partner has transferred and assigned to the General Partner all of its right, title and interest in and to the Partnership (consisting of a .000392% interest as the sole general partner), and the Prior General Partner has withdrawn completely from the Partnership.  On the date hereof, TRC Associates Limited Partnership has transferred and assigned to the Limited Partner all of its right, title and interest in and to the Partnership (consisting of a 27.694114 % interest as a limited partner), and TRC Associates Limited Partnership has withdrawn completely from the Partnership.  On the date hereof, TRC-LB LLC has transferred and assigned to the Limited Partner all of its right, title and interest in and to the Partnership (consisting of a 72.305494 % interest as a limited partner), and TRC-LB LLC has withdrawn completely from the Partnership.
 
                    On the date hereof, an Amended and Restated Certificate of Limited Partnership was filed with the Secretary of State of the State of Delaware to reflect the change of the name of The Rubenstein Company, L.P. to Brandywine Midatlantic LP.
 
                    The General Partner and the Limited Partner desire to amend and restate in its entirety the Original Agreement as set forth herein.
 
                    NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound, the Partners hereby agree as follows that the Original Agreement is amended and restated in its entirety to read as follows:
 
ARTICLE 1
GENERAL PROVISIONS
 
          1.1.    Continuation and Name.  The Partners hereby elect to continue the Partnership as a limited partnership pursuant to the provisions of the Act and under the name Brandywine Midatlantic LP.  The General Partner shall have authority to execute and cause to be filed such applications, elections, certificates and documents as may be necessary or appropriate

 
for the continuation of a limited partnership under the Act.  The business and affairs of the Partnership shall be conducted under the name set forth above or such other name as the General Partner from time to time select.  
 
          1.2.    Place of Business.  The principal place of business of the Partnership shall be at 401 Plymouth Road, Suite 500, Plymouth Meeting, PA  19462, or such other place as the General Partner may from time to time designate.  The Partnership may maintain such other offices at such other places as the General Partner deems advisable.
 
          1.3.    Purpose.  The Partnership is organized to pursue any lawful purpose.
 
          1.4.    Term.  The term of the Partnership has commenced and shall continue until the Partnership is terminated in accordance with the terms of this Agreement.
 
ARTICLE 2
CAPITAL MATTERS
 
          2.1.    Initial Capital Contributions.  On the date hereof, the Partners shall be deemed to have contributed aggregate capital to the Partnership equal to the amount of the consideration payable under the Contribution Agreement dated as of August 18, 2004 that provided for the acquisition by the Partners of the Interests (with the amount of such capital allocated between the Partners in accordance with their respective Percentage Interests set forth on Exhibit A hereto).
 
          2.2.    Additional Capital Contributions or Loans.  No Partner shall be obligated or required to make any additional capital contributions or advance any funds to the Partnership unless all of the Partners unanimously agree to do so and unanimously agree as to the amount to be so contributed.
 
          2.3.    Allocations and Distributions.  All allocations of profits and losses and all distributions of cash shall be made in accordance with the Partners’ Percentage Interests, as set forth on Exhibit A hereto.  Distributions out of funds legally available therefor shall be made at such times as the General Partner determines.
 
ARTICLE 3
MANAGEMENT
 
          3.1.    Management and Control.  The General Partner shall manage and control the business and affairs of the Partnership and shall have all of the rights and powers which may be possessed by a general partner under the Act.  Except as otherwise provided in the Act, the General Partner shall make all decisions with respect to the business and affairs of the Partnership, and the Limited Partner shall have no right to participate in the management of the Partnership.
 
-2-

ARTICLE 4
TRANSFERS OF PARTNER INTERESTS
 
          4.1.    Restriction.  A Partner shall not, without the consent of the other Partner, make any Transfer of all or any portion of its Interest.
 
          4.2.    Transfer in Violation of Agreement.  Any purported Transfer of an Interest which is not made in compliance with this Agreement shall be null and void ab initio and of no force or effect whatsoever.
 
ARTICLE 5
FINANCIAL MATTERS
 
          5.1.    Records.  The Partnership shall maintain at its principal place of business:  (i) true and full information regarding the status of the business and financial affairs of the Partnership; (ii) a current list of the name and last known address of each of its Partners; (iii) a copy of this Agreement and all amendments thereto; (iv) the accounting books and records and minutes of proceedings of the Partners; and (v) any other information regarding the affairs of the Partnership as the General Partner determines is just and reasonable.
 
          5.2.    Fiscal Year.  Unless otherwise designated by the Partners, the fiscal year of the Partnership shall end on December 31.
 
          5.3.    Partnership Funds.  Pending application or distribution, the funds of the Partnership shall be deposited in such bank accounts, or invested in such interest-bearing or non-interest-bearing investments, including without limitation, federally insured checking and savings accounts, certificates of deposit and time or demand-deposits in U.S. government agencies or government backed securities or such other investments as the General Partner deems appropriate and consistent with the maintenance of Brandywine Realty Trust’s qualification as a real estate investment trust under the Code.
 
          5.4.    Tax Returns.  The General Partner shall cause all tax returns for the Partnership to be prepared and timely filed with the appropriate authorities and shall deliver or cause to be delivered to each Partner such information as is necessary for such Partner to prepare such Partner’s federal, state and local tax returns.
 
          5.5.    Tax Matters Partner.  The General Partner shall be the initial Tax Matters Partner and shall represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partners.
 
ARTICLE 6
DISSOLUTION
 
          6.1.    Dissolution.  The Partnership shall be dissolved upon the earliest to occur of the following:
 
-3-

                              (a)       December 31, 2099;
 
                              (b)       the withdrawal, bankruptcy or liquidation of the General Partner or the occurrence of any other event of withdrawal that causes the General Partner to cease to be a general partner under the Act (other than by reason of a permitted Transfer of a Partner’s entire Interest under this Agreement);
 
                              (c)       the sale of all of the Partnership’s assets and properties;
 
                              (d)       the unanimous agreement of the Partners to effect such dissolution; or
 
                              (e)       the entry of an order of judicial dissolution under Section 17-802 of the Act.
 
          6.2.    Liquidation.  Upon dissolution of the Partnership, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors.  The General Partner, or in the event there is no General Partner, such Person or Persons as is designated by the Partners (the General Partner or such Person or Persons being hereinafter referred to as the “Liquidator”) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall cause distributions to be made in accordance with Section 6.3 hereof.
 
          6.3.    Distributions Upon Liquidation.  Upon dissolution of the Partnership, the Liquidator shall proceed to wind up the business and affairs of the Partnership and shall distribute the assets of the Partnership in the following order and priority:
 
                              (a)       First, to payment of the debts and liabilities of the Partnership (other than those to Partners) in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable.
 
                              (b)       Second, to payment of the expenses of liquidation of the Partnership in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities or debts owed to Partners.
 
                              (c)       Third, to the setting up of such reserves as the Partners may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business.
 
                              (d)       The balance of the proceeds, in accordance with the Percentage Interests of the Partners.
 
          6.4.    Reasonable Time for Winding Up.  A reasonable amount of time shall be allowed for the orderly winding up of the business and affairs of the Partnership in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Partnership assets.  This Agreement shall remain in full force and effect during the period of winding up.
 
-4-

          6.5.    Certificate of Cancellation.  Following the completion of the winding up of the affairs of the Partnership and the distribution of its assets, the Liquidator shall file all necessary certificates of cancellation required under the Act.
 
ARTICLE 7
DEFINITIONS AND RULES OF CONSTRUCTION
 
          7.1.    Definitions.
 
                    7.1.1.  The following terms, as used herein, shall have the following respective meanings:
 
                    “Act” means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time.
 
                    “Agreement” means this Second Amended and Restated Agreement of Limited Partnership, as amended or restated from time to time.
 
                    “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.
 
                    “Interest” means the interest of a Partner in the Partnership representing such Partner’s rights, powers and privileges, as specified in this Agreement, including, without limitation, such Partner’s right to profits, losses, allocations and distributions and such Partner’s right to vote with respect to Partnership matters, and “Percentage Interest” means a Partner’s Interest expressed as a percentage of all Interests.
 
                    “Partners” means the General Partner and Limited Partner.
 
                    “Partnership” means the limited partnership which is the subject of this Agreement, as such limited partnership may from time to time be constituted.
 
                    “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, limited liability companies, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign.
 
                    “Tax Matters Partner” means the tax matters member as defined in Code Section 6231(a)(7).
 
                    “Transfer” means to sell, assign, transfer, give, donate, pledge, deposit, alienate, bequeath, devise or otherwise dispose of or encumber to any Person other than the Partnership.
 
-5-

          7.2.    Rules of Construction:  Unless the context otherwise requires, references to the plural shall include the singular and the singular shall include the plural, and the words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provisions of this Agreement.  Any use of the masculine, feminine or neuter herein shall be deemed to include a reference to each other gender.
 
ARTICLE 8
MISCELLANEOUS
 
          8.1.    Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions of said jurisdiction.
 
          8.2.    Entire Agreement.  This Agreement represents the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, arrangements and understandings between the parties relating to the subject matter hereto.
 
          8.3.    Binding Effect.  Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the Partners and their respective successors, heirs, and to the extent permitted, transfers and assigns.
 
          8.4.    Additional Documents.  Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.
 
          8.5.    Waiver of Action for Partition.  Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership property.
 
          8.6.    Headings.  The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.
 
          8.7.    Notice.  Notices to the Partners shall be deemed sufficiently given if delivered by hand, mailed by certified mail, return receipt requested, postage prepaid, to the addresses provided in writing by any Partner to the other Partner or mailed via any reliable overnight courier service.
 
          8.8.    Non-Recourse.  No recourse shall be had for any obligation of Brandywine Realty Trust against any past, present or future trustee, shareholder, officer or employee thereof.
 
          8.9.    Amendment.  This Agreement may not be amended except by unanimous written agreement of all of the Partners.
 
          8.10.   Time is of Essence.  Time is of the essence in the performance of this Agreement.
 
-6-

          8.11.   Severability.  If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.
 
          8.12.   Counterparts.  This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.  Any and all counterparts may be executed by facsimile.
 
(Signature page follows)
 
-7-

                    IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.
 
 	General Partner:	
 	 	
 	BRANDYWINE MIDATLANTIC LLC	
 	 	
 	/s/ Gerard H. Sweeney	
 		
 	By:    Gerard H. Sweeney	
 	Title:  President and Chief Executive Officer	

 	Limited Partner:	
 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	 	
 	By:    BRANDYWINE REALTY TRUST,	
 	          Its General Partner	

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

 
EXHIBIT A
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE MIDATLANTIC LP
 
NAME, ADDRESS, CAPITAL CONTRIBUTIONS
AND PERCENTAGE INTERESTS
 
Partner	 	Percentage Interest	
	 		
General Partner:	 	 	
 	 	 	
Brandywine Midatlantic LLC	 	.000392%	
401 Plymouth Road,	 	 	
Suite 500	 	 	
Plymouth Meeting, PA	 	 	
19462	 	 	

Limited Partner:	 	 	
 	 	 	
Brandywine Operating Partnership, L.P.	 	99.999608%	
401 Plymouth Road,	 	 	
Suite 500	 	 	
Plymouth Meeting, PA	 	 	
19462	 	 	

EXHIBIT 3.155
 
 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	FILED 02:30 PM 02/19/1997	
 	971055626 - 2707531	
 
CERTIFICATE OF LIMITED PARTNERSHIP
 
OF
 
OLS OFFICE PARTNERS L.P.
 
                    The undersigned, desiring to form a limited partnership under Section 17 - 201 of the Delaware Revised Uniform Limited Partnership Act, hereby certifies as follows:
 
                    1.      Name.  The name of the limited partnership formed hereby is OLS Office Partners L.P. (the “Partnership”).
 
                    2.      Registered Office.  The address of the registered office of the Partnership in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
 
                    3.      Registered Agent.  The name and address of the registered agent of the Partnership in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
 
                    4.      General Partner.  The name and the business address of the general partner of the Partnership is BRE Logan Office Inc., 345 Park Avenue, New York, New York 10017.
 
                    IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Limited Partnership on February 18, 1997 and submits it for filing in accordance with Sections 17-201 and 17-206 of the Delaware Revised Uniform Limited Partnership Act.
 
 	BRE LOGAN OFFICE INC.,	
 	   as General Partner	
 	 	 	
 	By:	/s/ Martin Burger	
 	 		
 	 	Martin Burger	
 	 	Vice President	

 
 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	FILED 09:00 AM 12/21/1998	
 	981495068 - 2707531	
 
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF LIMITED PARTNERSHIP
OF
OLS OFFICE PARTNERS L.P.
 
          IT IS HEREBY CERTIFIED THAT:
 
                    FIRST:          The name of the limited partnership is OLS Office Partners L.P. (the “Partnership”).
 
                    SECOND:      Pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act, Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership of the Partnership is amended as follows:
 
 	          2.         Registered Office.  The address of the registered office of the Partnership in the State of Delaware is c/o Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19085.	
 	 	
 	          3.         Registered Agent.  The name and address of the registered agent of the Partnership in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19085.	
 	 	
 	          4.         General Partner.  The name and business address of the general partner of the Partnership is TRC One Logan, L.L.C., Plymouth Meeting Executive Campus, 600 West Germantown Pike, Suite 221, Plymouth Meeting, Pennsylvania 19462.	
 
          IN WITNESS WHEREOF, the undersigned, the General Partner of the Partnership, has duly executed this Certificate of Amendment on December 21, 1998.
 
 	TRC ONE LOGAN, L.L.C.	
 	as General Partner	
 	 	 	
 	By:	/s/ David B. Rubenstein	
 	 		
 	 	David B. Rubenstein	
 	 	President	

EXHIBIT 3.156

 
AMENDED AND RESTATED
 
LIMITED PARTNERSHIP AGREEMENT
 
OF
 
OLS OFFICE PARTNERS L.P.
 
A Delaware Limited Partnership

 

                    THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of OLS Office Partners L.P. (the “Partnership”) is made and entered into as of this 14th day of April, 2005, by and between Brandywine Midatlantic LP, a Delaware limited partnership as the limited partner (“Limited Partner”), and Brandywine One Logan LLC, a Pennsylvania limited liability company, as the general partner (“General Partner” and together with the Limited Partner, the “Partners”).  This Agreement amends and restates in its entirety the Partnership’s Limited Partnership Agreement dated February 28, 1997 by and between the parties listed on Amended Schedule A thereto.  Capitalized terms are defined below.
 
                    NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound, the Partners hereby agree as follows:
 
ARTICLE 1
GENERAL PROVISIONS
 
          1.1.    Formation.  The Partnership is an existing Delaware limited partnership originally formed and organized on February 19, 1997 pursuant to the provisions of the Act.
 
          1.2.    Name.  The name of the Partnership is OLS OFFICE PARTNERS L.P. or such other name as the General Partner from time to time may select.
 
          1.3.    Place of Business.  The principal place of business of the Partnership shall be at 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, or such other place as the General Partner may from time to time designate.  The Partnership may maintain such other offices at such other places as the General Partner deems advisable.
 
          1.4.    Purpose.  The Partnership is organized to pursue any lawful purpose.
 
          1.5.    Term.  The Partnership shall continue until the Partnership is terminated in accordance with the terms of this Agreement.
 
ARTICLE 2
CAPITAL MATTERS
 
          2.1.    Additional Capital Contributions or Loans.  No Partner shall be obligated or required to make any additional capital contributions or advance any funds to the Partnership unless all of the Partners unanimously agree to do so and unanimously agree as to the amount to be so contributed.
 
          2.2.    Allocations and Distributions.  All allocations of profits and losses and all distributions of cash shall be made in accordance with the Partners’ Percentage Interests.  The Percentage Interest of the General Partner shall be one percent (1%), and the Percentage Interest of the Limited Partner shall be ninety nine percent (99%).  Distributions out of funds legally available therefor shall be made at such times as the General Partner determines.

 
ARTICLE 3
MANAGEMENT
 
          3.1.1.    Management and Control.  The General Partner shall manage and control the business and affairs of the Partnership and shall have all of the rights and powers which may be possessed by a general partner under the Act.  Except as otherwise required under the Act or as provided herein, the General Partner shall make all decisions with respect to the business and affairs of the Partnership, and the Limited Partner shall have no right to participate in the management of the Partnership.
 
ARTICLE 4
TRANSFERS OF PARTNER INTERESTS
 
          4.1.    Restriction.  A Partner shall not, without the consent of the other Partner, make any Transfer of all or any portion of its Interest.
 
          4.2.    Transfer in Violation of Agreement.  Any purported Transfer of an Interest which is not made in compliance with this Agreement shall be null and void ab initio and of no force or effect whatsoever.
 
ARTICLE 5
FINANCIAL MATTERS
 
          5.1.    Records.  The Partnership shall maintain at its principal place of business:  (i) true and full information regarding the status of the business and financial affairs of the Partnership; (ii) a current list of the name and last known address of each of its Partners; (iii) a copy of this Agreement and the Partnership’s Certificate of Limited Partnership and all amendments thereto; (iv) the accounting books and records and minutes of proceedings of the Partners; and (v) any other information regarding the affairs of the Partnership as the General Partner determines is just and reasonable.
 
          5.2.    Fiscal Year.  Unless otherwise designated by the Partners, the fiscal year of the Partnership shall end on December 31.
 
          5.3.    Partnership Funds.  Pending application or distribution, the funds of the Partnership shall be deposited in such bank accounts, or invested in such interest-bearing or non-interest-bearing investments, including without limitation, federally insured checking and savings accounts, certificates of deposit and time or demand-deposits in U.S. government agencies or government backed securities or such other investments as the General Partner deems appropriate and consistent with the maintenance of Brandywine Realty Trust’s qualification as a real estate investment trust under the Code.
 
          5.4.    Tax Returns.  The General Partner shall cause all tax returns for the Partnership to be prepared and timely filed with the appropriate authorities and shall deliver or cause to be delivered to each Partner such information as is necessary for such Partner to prepare such Partner’s federal, state and local tax returns.
 
-2-

          5.5.    Tax Matters Partner.  The General Partner shall be the initial Tax Matters Partner and shall represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partners.
 
ARTICLE 6
DISSOLUTION
 
          6.1.    Dissolution.  The Partnership shall be dissolved upon the earliest to occur of the following:
 
                              (a)       December 31, 2050;
 
                              (b)       the sale of all or substantially all of the Partnership’s assets and properties;
 
                              (c)       the unanimous agreement of the Partners to effect such dissolution; or
 
                              (d)       the entry of an order of judicial dissolution under Section 8572 of the Act.
 
          6.2.    Liquidation.  Upon dissolution of the Partnership, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors.  The General Partner or in the event there is no General Partner, such Person or Persons as is designated by the Partners (the General Partner or such Person or Persons being hereinafter referred to as the “Liquidator”) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall cause distributions to be made in accordance with Section 6.3 hereof.
 
          6.3.    Distributions Upon Liquidation.  Upon dissolution of the Partnership, the Liquidator shall proceed to wind up the business and affairs of the Partnership and shall distribute the assets of the Partnership in the following order and priority:
 
                              (a)       First, to payment of the debts and liabilities of the Partnership (other than those to Partners) in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable.
 
                              (b)       Second, to payment of the expenses of liquidation of the Partnership in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities or debts owed to Partners.
 
                              (c)       Third, to the setting up of such reserves as the Partners may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business.
 
-3-

                              (d)       The balance of the proceeds, in accordance with the Percentage Interests of the Partners.
 
          6.4.    Reasonable Time for Winding Up.  A reasonable amount of time shall be allowed for the orderly winding up of the business and affairs of the Partnership in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Partnership assets.  This Agreement shall remain in full force and effect during the period of winding up.
 
          6.5.    Certificate of Cancellation.  Following the completion of the winding up of the affairs of the Partnership and the distribution of its assets, the Liquidator shall file all necessary certificates of cancellation required under the Act.
 
ARTICLE 7
DEFINITIONS AND RULES OF CONSTRUCTION
 
          7.1.    Definitions.
 
                    7.1.1.    The following terms, as used herein, shall have the following respective meanings:
 
                    “Act” means the Delaware Limited Partnership Act, as amended from time to time.
 
                    “Agreement” means this Limited Partnership Agreement, as amended or restated from time to time.
 
                    “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.
 
                    “Fiscal Year” means the twelve month period ending December 31 of each year, unless otherwise provided pursuant to Section 5.2 of this Agreement.
 
                    “Interest” means the interest of a Partner in the Partnership representing such Partner’s rights, powers and privileges, as specified in this Agreement, including, without limitation, such Partner’s right to profits, losses, allocations and distributions and such Partner’s right to vote with respect to Partnership matters, and “Percentage Interest” means a Partner’s Interest expressed as a percentage of all Interests.
 
                    “Partners” means the General Partner and Limited Partner.
 
                    “Partnership” means the limited partnership which is the subject of this Agreement, as such limited partnership may from time to time be constituted.
 
                    “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, limited liability companies, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign.
 
-4-

                    “Tax Matters Partner” means the tax matters member as defined in Code Section 6231(a)(7).
 
                    “Transfer” means to sell, assign, transfer, give, donate, pledge, deposit, alienate, bequeath, devise or otherwise dispose of or encumber to any Person other than the Partnership.
 
          7.2.    Rules of Construction:  Unless the context otherwise requires, references to the plural shall include the singular and the singular shall include the plural, and the words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provisions of this Agreement.  Any use of the masculine, feminine or neuter herein shall be deemed to include a reference to each other gender.
 
ARTICLE 8
MISCELLANEOUS
 
          8.1.    Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions of said jurisdiction.
 
          8.2.    Entire Agreement.  This Agreement represents the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, arrangements and understandings between the parties relating to the subject matter hereto.
 
          8.3.    Binding Effect.  Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the Partners and their respective successors, heirs, and to the extent permitted, transfers and assigns.
 
          8.4.    Additional Documents.  Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge, and deliver any documents that may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.
 
          8.5.    Waiver of Action for Partition.  Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership property.
 
          8.6.    Headings.  The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.
 
          8.7.    Notice.  Notices to the Partners shall be deemed sufficiently given if delivered by hand, mailed by certified mail, return receipt requested, postage prepaid, to the addresses provided in writing by any Partner to the other Partner or mailed via any reliable overnight courier service.
 
          8.8.    Non-Recourse.  No recourse shall be had for any obligation of Brandywine Realty Trust against any past, present or future trustee, shareholder, officer or employee thereof.
 
-5-

          8.9.    Execution of Documents.  The Partners agree that they shall execute such instruments as may be necessary or appropriate to carry out the terms of this Agreement and the actions contemplated thereby.
 
          8.10.   Amendment.  This Agreement may not be amended except by unanimous written agreement of all of the Partners.
 
          8.11.   Time is of Essence.  Time is of the essence in the performance of this Agreement.
 
          8.12.   Counterparts.  This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.
 
(signature page follows)
 
-6-

                    IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.
 
 	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	
 	 	 	 	 	 	
 	 	 	 	 	/s/  Gerard H. Sweeney	
 	 	 	 	By:		
 	 	 	 	 	Name:  Gerard H. Sweeney	
 	 	 	 	 	Title:    President & CEO	
 	 	 	 	 	 	
 	 	Limited 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	
 	 	 	 	 	
 	 	 	 	/s/  Gerard H. Sweeney	
 	 	 	By:		
 	 	 	 	Name:  Gerard H. Sweeney 	
 	 	 	 	Title:  President & CEO	

EXHIBIT 3.157
 
200196 - 889
 
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
 
Certificate of Amendment-Domestic
(15 Pa.C.S.)
 
Entity Number	 	 	
2586919	 	Limited Partnership (§ 8512)	
 	 	Limited Liability Company (§ 8951)	
 
Name	 	 	Document will be returned to the name and address you enter to the left.	
______________________________________________________________________________		
Address	 	 		
______________________________________________________________________________	<=	
City	State	Zip Code	 	
______________________________________________________________________________	 	
 
Fee: $52	Filed in the Department of State on DEC 28 2001	
 	 	
 	/s/ [ILLEGIBLE]	
 		
 	Secretary of the Commonwealth	
 
          In compliance with the requirements of the applicable provisions (relating to certificate of amendment), the undersigned, desiring to amend its Certificate of Limited Partnership/Organization, hereby certifies that:
 
1.	The name of the limited partnership/limited liability company is:	
 	Radnor Center Associates	

2.	The date of filing of the original Certificate of Limited Partnership/Organization: June 22, 1994	
 	 	
3.	Check, and if appropriate complete, one of the following:	
 	 	
 	The amendment adopted by the limited partnership/limited liability company, set forth in full, is as follows:	

 	 	
 	The amendment adopted by the limited partnership/limited liability company is set forth in full in Exhibit A attached hereto and made a part hereof.	
 	 	
4.	Check, and if appropriate complete, one of the following:	
 	 	
 	The amendment shall be effective upon filing this Certificate of Amendment in the Department of State.	
 	 	
 	The amendment shall be effective on:__________at__________.	
 	                                                                   Date                Hour	

 
200196 - 890
DSCB:15-8512/8951-2
 
5.	Check if the amendment restates the Certificate of Limited Partnership/Organization:	
 	 	
 	The restated Certificate of Limited Partnership/Organization supersedes the original Certificate of Limited 	
 	Partnership/Organization and all previous amendments thereon.	

 	IN TESTIMONY WHEREOF, the undersigned limited partnership/limited liability company has caused this Certificate of Amendment to be executed as of the 1st day of January, 2001.	
 	 	 	
 	RADNOR CENTER ASSOCIATES	
 	 	 	
 	By:	TRC Radnor Center, L.L.C.,	
 	 	a Pennsylvania limited liability company,	
 	 	its sole general partner	
 	 	 	
 	By:	The Rubenstein Company, L.P., sole member	
 	 	 	
 	By:	TRC Realty, Inc.-GP, Managing General Partner	
 	 	 	
 	By:	/s/ Frank J. Ferro	
 	 		
 	 	Frank J. Ferro	
 	 	Executive Vice President	

 
200196 - 891
 
EXHIBIT A
 
AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP
 
OF
 
RADNOR CENTER ASSOCIATES
 
          THIS AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP OF RADNOR CENTER ASSOCIATES, a Pennsylvania limited partnership (the “Partnership”), is made by TRC Radnor Center, L.L.C., a Pennsylvania limited liability company (the “General Partner”).
 
BACKGROUND
 
          A.          The Partnership filed a Certificate of Limited Partnership with the Department of State of the Commonwealth of Pennsylvania (the “Department of State”) on June 22, 1994, and thereafter filed a Certificate of Amendment - Limited Partnership (pursuant to which it amended and restated its Certificate of Limited Partnership) with the Department of State on December 24, 1997.
 
          B.          The Rubenstein Company, L.P., the former general partner of the Partnership, has assigned a portion of its partnership interest in the Partnership to the General Partner as the successor general partner of the Partnership, and has converted its remaining partnership interest in the Partnership to a limited partnership interest.
 
          C.          The partners of the Partnership have entered into a First Amendment to Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of January 1, 2001.
 
          D.          The Partnership wishes to continue its existence pursuant to the provisions of the Pennsylvania Revised Uniform Limited Partnership Act, 15 Pa.C.S.A. Section 8501, et, seq., and, in accordance therewith, the General Partner, which is the sole general partner of the Partnership, wishes to amend and restate the Certificate of Limited Partnership of the Partnership as follows:
 
AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP
 
1.	The Partnership shall continue its existence pursuant to the provisions of the Pennsylvania Revised Uniform Limited Partnership Act, 15 Pa.C.S.A. Section 8501, et. seq. The Partnership’s name shall continue to be “Radnor Center Associates”.	
 	 	
2.	The address of the Partnership’s registered office in this Commonwealth is:	
 	 	
 	Plymouth Meeting Executive Campus, 600 West Germantown Pike, Suite 221	
 	          Number and Street	
 	 	
 	Plymouth Meeting          Pennsylvania          19462          Montgomery	
 	City                                 State                       Zip               County	
 
EXHIBIT A - Page 1

 
200196 - 892
 
3.	The Rubenstein Company, L.P., the former general partner of the Partnership, (a) has assigned a portion of its partnership interest in the Partnership to TRC Radnor Center, L.L.C., a Pennsylvania limited liability company, as the successor general partner of the Partnership, (b) has converted its remaining partnership interest in the Partnership to a limited partnership interest, and (c) has withdrawn as the general partner of the Partnership. TRC Radnor Center, L.L.C., Pennsylvania limited liability company, is admitted as the sole general partner of the Partnership. The name and business address of the general partner of the Partnership is:	
 
 	                Name	 	Address	
 		 		
 	TRC Radnor Center, L.L.C.	 	Plymouth Meeting Executive Campus	
 	 	 	600 West Germantown Pike, Suite 221	
 	 	 	Plymouth Meeting, Pennsylvania 19462	
 
          IN TESTIMONY WHEREOF, the undersigned withdrawing general partner and the admitted general partner of the limited partnership have executed this Amended and Restated Certificate of Limited Partnership as of the 1st day of January, 2001.
 
 	WITHDRAWING GENERAL PARTNER:	
 	 	
 	The Rubenstein Company, L.P.	
 	 	
 	By:	TRC Realty, Inc.-GP, Managing General Partner	
 	 	 	
 	 	By:	/s/ Frank J. Ferro	
 	 	 		
 	 	 	Frank J. Ferro	
 	 	 	Executive Vice President	
 	 	 	 	 	 	
 	ADMITTED GENERAL PARTNER:	
 	 	 	 	 	 	
 	TRC Radnor Center, L.L.C.,	
 	a Pennsylvania limited liability company	
 	 	
 	By:	The Rubenstein Company, L.P., sole member	
 	 	 	
 	 	By:	TRC Realty, Inc.-GP, Managing General Partner	
 	 	 	 	
 	 	 	By:	/s/ Frank J. Ferro	
 	 	 	 		
 	 	 	 	Frank J. Ferro	
 	 	 	 	Executive Vice President	
 
EXHIBIT A - Page 2

 
2002037 - 445
 
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
 
Statement of Change of Registered Office (15 Pa.C.S.)	
Entity Number	 	Domestic Business Corporation (§ 1507)	
2586919	 	Foreign Business Corporation (§ 4144)	
 	 	Domestic Nonprofit Corporation (§ 5507)	
 	 	Foreign Nonprofit Corporation (§ 6144)	
 	 	Domestic Limited Partnership (§ 8506)	
 
Name	 	 	Document will be returned to the name and address you enter to the left.	
______________________________________________________________________________		
Address	 	 		
______________________________________________________________________________	<=	
City	State	Zip Code	 	
______________________________________________________________________________	 	
 
Fee: $52
 
 	Filed in the Department of State on APR ???	
 	 	
 	/s/ [ILLEGIBLE]	
 		
 	Acting Secretary of the Commonwealth	
 
          In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations), the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:
 
1.	The name is:	
 	Radnor Center Associates	

2.	The (a) address of its initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	
 	(a) Number and street                         City                          State                          Zip                          County	
 	600 West Germantown Pike, Suite 221, Plymouth Meeting, Pennsylvania 19462	

 	(b) Name of Commercial Registered Office Provider                                                                         County	
c/o:	 	

3.	Complete part (a) or (b):	
 
 	(a) 	The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is:	
 	4100 One Commerce Square, 2005 Market Street, Phila., PA 19103-7041	
	
 	          Number and street          City          State          Zip          County	
 	 	 	
 	(b) The registered office of the corporation or limited partnership shall be provided by:	
 	 	 	
c/o:	 	 	
	
 	Name of Commercial Registered Office Provider                                                                                County	

 
2002037 - 446
 
DSCB: 15-1507/4144/5507/6144/8506-2
 
 	IN TESTIMONY WHEREOF, the undersigned has caused this Application for Registration to be signed by a duly authorized officer thereof this 10th day of April, 2002.	
 	 	 	
 	RADNOR CENTER ASSOCIATES	
 	 	 	
 	By:	TRC Radnor Center, L.L.C.,	
 	 	a Pennsylvania limited liability company,	
 	 	its sole general partner	
 	 	 	
 	By:	The Rubenstein Company, L.P.,
sole member	
 	 	 	
 	By:	TRC Realty, Inc.-GP,
Managing General Partner	
 	 	 	
 	By:	/s/ Frank J. Ferro	
 	 		
 	 	Frank J. Ferro	
 	 	Executive Vice President	

 
2004090 - 682
 
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
 
Certificate of Amendment-Domestic
(15 Pa.C.S.)
 
Entity Number	 	 	
2586919	 	Limited Partnership (§ 8512)	
 	 	Limited Liability Company (§ 8951)	
 
Name	Pepper Hamilton LLP	 	Document will be returned to the name and address you enter to the left	
______________________________________________________________________________ 		
Address	200 One Keystone Plaza	 		
 	North Front and Market Streets	 		
 	P.O. Box 1181	 	<=	
______________________________________________________________________________ 	 	
City	State	Zip Code	 	
Harrisburg,	PA	17108-1181	 	
______________________________________________________________________________	 	
 
Fee: $70
 
 	Filed in the Department State on SEP 22 2004	
 	 	
 	/s/ [ILLEGIBLE] 	
 		
 	Secretary of the Commonwealth	
 
          In compliance with the requirements of the applicable provisions (relating to certificate of amendment), the undersigned, desiring to amend its Certificate of Limited Partnership/Organization, hereby certifies that:
 
1.	The name of the limited partnership/limited liability company is:	
 	Radnor Center Associates	

2.	The date of filing of the original Certificate of Limited Partnership/Organization: June 22, 1994	
 	 	
3.	Check, and if appropriate complete, one of the following:	
 	 	
 	The amendment adopted by the limited partnership/limited liability company, set forth in full, is as follows:	
 	 	
 	The address of the limited partnership’s initial registered office in this Commonwealth and the county of venue is: 401 Plymouth Road, Suite 500, Plymouth Meeting, Pennsylvania 19462, County of Montgomery	

 	The amendment adopted by the limited partnership/limited liability company is set forth in full in Exhibit A attached hereto and made a part hereof	
 	 	
4.	Check, and if appropriate complete, one of the following:	
 	 	
 	The amendment shall be effective upon filing this Certificate of Amendment in the Department of State.	
 	 	
 	The amendment shall be effective on:__________at__________.	
 	                                                                   Date                Hour	

 
DSCB: 15-8512/8951-2
2004090 - 683
 
5.	Check if the amendment restates the Certificate of Limited Partnership/Organization:	
 	 	
 	The restated Certificate of Limited Partnership/Organization supersedes the original Certificate of Limited Partnership/Organization and all previous amendments thereto.	
 
 	IN TESTIMONY WHEREOF, the undersigned limited partnership/limited liability company has caused this Certificate of Amendment to be executed this	
 	 	
 	21st day of September, 2004.	
 	 	
 	Radnor Center Associates	
 	By: TRC Radnor Center, L.L.C., its General Partner	
 		
 	Name of Limited Partnership/Limited Liability Company	
 	 	
 	/s/ Gerard H. Sweeney	
 		
 	Signature	
 	 	
 	PRESIDENT & CEO	
 		
 	Title	

EXHIBIT 3.158

 
SECOND AMENDED AND RESTATED
 
LIMITED PARTNERSHIP AGREEMENT
 
OF
 
RADNOR CENTER ASSOCIATES
 
A Pennsylvania Limited Partnership

 

                    THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of Radnor Center Associates (the “Partnership”) is made and entered into as of this 14th day of April, 2005, by and between Brandywine Midatlantic LP, a Delaware limited partnership (f/k/a The Rubenstein Company, L.P.) (successor in interest as the limited partner to Mark E. Rubenstein as a result of an assignment of its interest in the Partnership dated January 1, 2001), as the limited partner (“Limited Partner”), and Brandywine Radnor Center LLC, a Pennsylvania limited liability company (f/k/a TRC Radnor Center, L.L.C.) (successor in interest as the general partner to The Rubenstein Company, L.P. as a result of an assignment of its interest in the Partnership dated January 1, 2001), as the general partner (“General Partner” and together with the Limited Partner, the “Partners”).  This Agreement amends and restates in its entirety the Partnership’s Amended and Restated Limited Partnership Agreement dated, December 23, 1997 by and between The Rubenstein Company, L.P. and Mark Rubenstein, as amended.  Capitalized terms are defined below.
 
                    NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound, the Partners hereby agree as follows:
 
ARTICLE 1
GENERAL PROVISIONS
 
          1.1.    Formation.  The Partnership is an existing Pennsylvania limited partnership originally formed and organized on June 22, 1994 pursuant to the provisions of the Act.
 
          1.2.    Name.  The name of the Partnership is RADNOR CENTER ASSOCIATES, or such other name as the General Partner from time to time may select.
 
          1.3.    Place of Business.  The principal place of business of the Partnership shall be at 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, or such other place as the General Partner may from time to time designate.  The Partnership may maintain such other offices at such other places as the General Partner deems advisable.
 
          1.4.    Purpose.  The Partnership is organized to pursue any lawful purpose.
 
          1.5.    Term.  The Partnership shall continue until the Partnership is terminated in accordance with the terms of this Agreement.
 
ARTICLE 2
CAPITAL MATTERS
 
          2.1.    Additional Capital Contributions or Loans.  No Partner shall be obligated or required to make any additional capital contributions or advance any funds to the Partnership unless all of the Partners unanimously agree to do so and unanimously agree as to the amount to be so contributed.
 
          2.2.    Allocations and Distributions.  All allocations of profits and losses and all distributions of cash shall be made in accordance with the Partners’ Percentage Interests.  The Percentage Interest of the General Partner shall be one percent (1%), and the Percentage Interest of the Limited Partner shall be ninety nine percent (99%).  Distributions out of funds legally available therefor shall be made at such times as the General Partner determines.

 
ARTICLE 3
MANAGEMENT
 
          3.1.1.    Management and Control.  The General Partner shall manage and control the business and affairs of the Partnership and shall have all of the rights and powers which may be possessed by a general partner under the Act.  Except as otherwise required under the Act or as provided herein, the General Partner shall make all decisions with respect to the business and affairs of the Partnership, and the Limited Partner shall have no right to participate in the management of the Partnership.
 
ARTICLE 4
TRANSFERS OF PARTNER INTERESTS
 
          4.1.    Restriction.  A Partner shall not, without the consent of the other Partner, make any Transfer of all or any portion of its Interest.
 
          4.2.    Transfer in Violation of Agreement.  Any purported Transfer of an Interest which is not made in compliance with this Agreement shall be null and void ab initio and of no force or effect whatsoever.
 
ARTICLE 5
FINANCIAL MATTERS
 
          5.1.    Records.  The Partnership shall maintain at its principal place of business:  (i) true and full information regarding the status of the business and financial affairs of the Partnership; (ii) a current list of the name and last known address of each of its Partners; (iii) a copy of this Agreement and the Partnership’s Certificate of Limited Partnership and all amendments thereto; (iv) the accounting books and records and minutes of proceedings of the Partners; and (v) any other information regarding the affairs of the Partnership as the General Partner determines is just and reasonable.
 
          5.2.    Fiscal Year.  Unless otherwise designated by the Partners, the fiscal year of the Partnership shall end on December 31.
 
          5.3.    Partnership Funds.  Pending application or distribution, the funds of the Partnership shall be deposited in such bank accounts, or invested in such interest-bearing or non-interest-bearing investments, including without limitation, federally insured checking and savings accounts, certificates of deposit and time or demand-deposits in U.S. government agencies or government backed securities or such other investments as the General Partner deems appropriate and consistent with the maintenance of Brandywine Realty Trust’s qualification as a real estate investment trust under the Code.
 
          5.4.    Tax Returns.  The General Partner shall cause all tax returns for the Partnership to be prepared and timely filed with the appropriate authorities and shall deliver or cause to be delivered to each Partner such information as is necessary for such Partner to prepare such Partner’s federal, state and local tax returns.
 
-2-

          5.5.    Tax Matters Partner.  The General Partner shall be the initial Tax Matters Partner and shall represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partners.
 
ARTICLE 6
DISSOLUTION
 
          6.1.    Dissolution.  The Partnership shall be dissolved upon the earliest to occur of the following:
 
                              (a)       December 31, 2050;
 
                              (b)       the sale of all or substantially all of the Partnership’s assets and properties;
 
                              (c)       the unanimous agreement of the Partners to effect such dissolution; or
 
                              (d)       the entry of an order of judicial dissolution under Section 8572 of the Act.
 
          6.2.    Liquidation.  Upon dissolution of the Partnership, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors.  The General Partner or in the event there is no General Partner, such Person or Persons as is designated by the Partners (the General Partner or such Person or Persons being hereinafter referred to as the “Liquidator”) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall cause distributions to be made in accordance with Section 6.3 hereof.
 
          6.3.    Distributions Upon Liquidation.  Upon dissolution of the Partnership, the Liquidator shall proceed to wind up the business and affairs of the Partnership and shall distribute the assets of the Partnership in the following order and priority:
 
                              (a)       First, to payment of the debts and liabilities of the Partnership (other than those to Partners) in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable.
 
                              (b)       Second, to payment of the expenses of liquidation of the Partnership in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities or debts owed to Partners.
 
-3-

                              (c)       Third, to the setting up of such reserves as the Partners may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business.
 
                              (d)       The balance of the proceeds, in accordance with the Percentage Interests of the Partners.
 
          6.4.    Reasonable Time for Winding Up.  A reasonable amount of time shall be allowed for the orderly winding up of the business and affairs of the Partnership in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Partnership assets.  This Agreement shall remain in full force and effect during the period of winding up.
 
          6.5.    Certificate of Cancellation.  Following the completion of the winding up of the affairs of the Partnership and the distribution of its assets, the Liquidator shall file all necessary certificates of cancellation required under the Act.
 
ARTICLE 7
DEFINITIONS AND RULES OF CONSTRUCTION
 
          7.1.    Definitions.
 
                    7.1.1.    The following terms, as used herein, shall have the following respective meanings:
 
                    “Act” means the Pennsylvania Revised Uniform Limited Partnership Act, as amended from time to time.
 
                    “Agreement” means this Second Amended and Restated Limited Partnership Agreement, as amended or restated from time to time.
 
                    “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.
 
                    “Fiscal Year” means the twelve month period ending December 31 of each year, unless otherwise provided pursuant to Section 5.2 of this Agreement.
 
                    “Interest” means the interest of a Partner in the Partnership representing such Partner’s rights, powers and privileges, as specified in this Agreement, including, without limitation, such Partner’s right to profits, losses, allocations and distributions and such Partner’s right to vote with respect to Partnership matters, and “Percentage Interest” means a Partner’s Interest expressed as a percentage of all Interests.
 
                    “Partners” means the General Partner and Limited Partner.
 
                    “Partnership” means the limited partnership which is the subject of this Agreement, as such limited partnership may from time to time be constituted.
 
-4-

                    “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, limited liability companies, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign.
 
                    “Tax Matters Partner” means the tax matters member as defined in Code Section 6231(a)(7).
 
                    “Transfer” means to sell, assign, transfer, give, donate, pledge, deposit, alienate, bequeath, devise or otherwise dispose of or encumber to any Person other than the Partnership.
 
          7.2.    Rules of Construction:  Unless the context otherwise requires, references to the plural shall include the singular and the singular shall include the plural, and the words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provisions of this Agreement.  Any use of the masculine, feminine or neuter herein shall be deemed to include a reference to each other gender.
 
ARTICLE 8
MISCELLANEOUS
 
          8.1.    Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania without regard to the conflict of laws provisions of said jurisdiction.
 
          8.2.    Entire Agreement.  This Agreement represents the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, arrangements and understandings between the parties relating to the subject matter hereto.
 
          8.3.    Binding Effect.  Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the Partners and their respective successors, heirs, and to the extent permitted, transfers and assigns.
 
          8.4.    Additional Documents.  Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge, and deliver any documents that may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.
 
          8.5.    Waiver of Action for Partition.  Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership property.
 
          8.6.    Headings.  The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.
 
          8.7.    Notice.  Notices to the Partners shall be deemed sufficiently given if delivered by hand, mailed by certified mail, return receipt requested, postage prepaid, to the addresses provided in writing by any Partner to the other Partner or mailed via any reliable overnight courier service.
 
-5-

          8.8.    Non-Recourse.  No recourse shall be had for any obligation of Brandywine Realty Trust against any past, present or future trustee, shareholder, officer or employee thereof.
 
          8.9.    Execution of Documents.  The Partners agree that they shall execute such instruments as may be necessary or appropriate to carry out the terms of this Agreement and the actions contemplated thereby.
 
          8.10.   Amendment.  This Agreement may not be amended except by unanimous written agreement of all of the Partners.
 
          8.11.   Time is of Essence.  Time is of the essence in the performance of this Agreement.
 
          8.12.   Counterparts.  This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.
 
(signature page follows)
 
-6-

                    IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.
 
 	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	
 	 	 	 	 	
 	 	 	By:	/s/  Gerard H. Sweeney	
 	 	 			
 	 	 	 	Name:   Gerard H. Sweeney	
 	 	 	 	Title:     President & CEO	
 	 	 	
 	 	Limited 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	
 	 	 			 	
 	 	 	By:	/s/  Gerard H. Sweeney	
 	 	 			
 	 	 	 	Name:   Gerard H. Sweeney	
 	 	 	 	Title:     President & CEO	

EXHIBIT 3.159
 
 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	FILED 09:00 AM 03/19/2001	
 	010135275 – 3370529	
 
STATE OF DELAWARE
CERTIFICATE OF LIMITED PARTNERSHIP
 
RADNOR PROPERTIES ASSOCIATES-II, L.P.
 
          The UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:
 
          FIRST: The name of the limited partnership is Radnor Properties Associates-II, L.P.
 
          SECOND: The name and address of the Registered Agent is:
 
          Corporation Service Company
          2711 Centerville Road, Suite 400
          Wilmington, Delaware 19808.
 
          THIRD: The name and mailing address of the general partner is as follows:
 
          Radnor GP, L.L.C.
          Plymouth Meeting Office Campus
          600 W. Germantown Pike, Suite 221
          Plymouth Meeting, PA 19462
 
          IN WITNESS WHEREOF, the undersigned have executed this Certificate of Limited Partnership of Radnor Properties Associates-II, L.P. as of the 19th day of March, 2001.
 
 	 	GENERAL PARTNER:	
 	 	 	
 	 	RADNOR GP, L.L.C.	
 	 	 	
 	By:	/s/ Frank J. Ferro	
 	 		
 	 	Frank J. Ferro, Executive Vice President	

EXHIBIT 3.160

 
SECOND AMENDED AND RESTATED
 
AGREEMENT OF LIMITED PARTNERSHIP
 
OF
 
RADNOR PROPERTIES ASSOCIATES-II, L.P.
 
A Delaware Limited Partnership

 

                         THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Radnor Properties Associates-II, L.P. (the “Partnership”) is made and entered into as of this 14th day of April, 2005, by and between Brandywine Midatlantic LP, a Delaware limited partnership (f/k/a The Rubenstein Company, L.P.), as the limited partner (“Limited Partner”), and Radnor GP, L.L.C., a Delaware limited liability company, as the general partner (“General Partner” and together with the Limited Partner, the “Partners”).  This Agreement amends and restates in its entirety the Partnership’s Amended and Restated Agreement of Limited Partnership dated January 1, 2004 by and between the Partners.  Capitalized terms are defined below.
 
                         NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound, the Partners hereby agree as follows:
 
ARTICLE 1
GENERAL PROVISIONS
 
          1.1          Formation.  The Partnership is an existing Delaware limited partnership originally formed and organized on March 19, 2001 pursuant to the provisions of the Act.
 
          1.2.         Name.  The name of the Partnership is RADNOR PROPERTIES ASSOCIATES-II L.P. or such other name as the General Partner from time to time may select.
 
          1.3.         Place of Business.  The principal place of business of the Partnership shall be at 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, or such other place as the General Partner may from time to time designate.  The Partnership may maintain such other offices at such other places as the General Partner deems advisable.
 
          1.4.         Purpose.  The Partnership is organized to pursue any lawful purpose.
 
          1.5.         Term.  The Partnership shall continue until the Partnership is terminated in accordance with the terms of this Agreement.
 
ARTICLE 2
CAPITAL MATTERS
 
          2.1.         No Partner shall be obligated or required to make any additional capital contributions or advance any funds to the Partnership unless all of the Partners unanimously agree to do so and unanimously agree as to the amount to be so contributed.
 
          2.2.         Allocations and Distributions.  All allocations of profits and losses and all distributions of cash shall be made in accordance with the Partners’ Percentage Interests.  The Percentage Interest of the General Partner shall be one-half percent (0.5%), and the Percentage Interest of the Limited Partner shall be ninety nine and on-half percent (99.5%). Distributions out of funds legally available therefor shall be made at such times as the General Partner determines.

 
ARTICLE 3
MANAGEMENT
 
                         3.1.1.          Management and Control.  The General Partner shall manage and control the business and affairs of the Partnership and shall have all of the rights and powers which may be possessed by a general partner under the Act.  Except as otherwise required under the Act or as provided herein, the General Partner shall make all decisions with respect to the business and affairs of the Partnership, and the Limited Partner shall have no right to participate in the management of the Partnership.
 
ARTICLE 4
TRANSFERS OF PARTNER INTERESTS
 
          4.1.         Restriction.  A Partner shall not, without the consent of the other Partner, make any Transfer of all or any portion of its Interest.
 
          4.2.         Transfer in Violation of Agreement.  Any purported Transfer of an Interest which is not made in compliance with this Agreement shall be null and void ab initio and of no force or effect whatsoever.
 
ARTICLE 5
FINANCIAL MATTERS
 
          5.1.         Records.  The Partnership shall maintain at its principal place of business:  (i) true and full information regarding the status of the business and financial affairs of the Partnership; (ii) a current list of the name and last known address of each of its Partners; (iii) a copy of this Agreement and the Partnership’s Certificate of Limited Partnership and all amendments thereto; (iv) the accounting books and records and minutes of proceedings of the Partners; and (v) any other information regarding the affairs of the Partnership as the General Partner determines is just and reasonable.
 
          5.2.         Fiscal Year.  Unless otherwise designated by the Partners, the fiscal year of the Partnership shall end on December 31.
 
          5.3.         Partnership Funds.  Pending application or distribution, the funds of the Partnership shall be deposited in such bank accounts, or invested in such interest-bearing or non-interest-bearing investments, including without limitation, federally insured checking and savings accounts, certificates of deposit and time or demand-deposits in U.S. government agencies or government backed securities or such other investments as the General Partner deems appropriate and consistent with the maintenance of Brandywine Realty Trust’s qualification as a real estate investment trust under the Code.
 
          5.4.         Tax Returns.  The General Partner shall cause all tax returns for the Partnership to be prepared and timely filed with the appropriate authorities and shall deliver or cause to be delivered to each Partner such information as is necessary for such Partner to prepare such Partner’s federal, state and local tax returns.
 
-2-

          5.5.         Tax Matters Partner.  The General Partner shall be the initial Tax Matters Partner and shall represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partners.
 
ARTICLE 6
DISSOLUTION
 
          6.1.         Dissolution.     The Partnership shall be dissolved upon the earliest to occur of the following:
 
                                        (a)     December 31, 2050;
                                        (b)     the sale of all or substantially all of the Partnership’s assets and properties;
                                        (c)     the unanimous agreement of the Partners to effect such dissolution; or
                                        (d)     the entry of an order of judicial dissolution under Section 8572 of the Act.
 
          6.2.          Liquidation.    Upon dissolution of the Partnership, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors.  The General Partner or in the event there is no General Partner, such Person or Persons as is designated by the Partners (the General Partner or such Person or Persons being hereinafter referred to as the “Liquidator”) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall cause distributions to be made in accordance with Section 6.3 hereof.
 
          6.3.          Distributions Upon Liquidation.  Upon dissolution of the Partnership, the Liquidator shall proceed to wind up the business and affairs of the Partnership and shall distribute the assets of the Partnership in the following order and priority:
 
                                        (a)     First, to payment of the debts and liabilities of the Partnership (other than those to Partners) in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable.
 
                                        (b)     Second, to payment of the expenses of liquidation of the Partnership in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities or debts owed to Partners.
 
                                        (c)     Third, to the setting up of such reserves as the Partners may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business.
 
-3-

                                        (d)     The balance of the proceeds, in accordance with the Percentage Interests of the Partners.
 
          6.4.          Reasonable Time for Winding Up.  A reasonable amount of time shall be allowed for the orderly winding up of the business and affairs of the Partnership in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Partnership assets.  This Agreement shall remain in full force and effect during the period of winding up.
 
          6.5.          Certificate of Cancellation.  Following the completion of the winding up of the affairs of the Partnership and the distribution of its assets, the Liquidator shall file all necessary certificates of cancellation required under the Act.
 
ARTICLE 7
DEFINITIONS AND RULES OF CONSTRUCTION
 
          7.1.          Definitions.
 
                          7.1.1.     The following terms, as used herein, shall have the following respective meanings:
 
                          “Act” means the Delaware Limited Partnership Act, as amended from time to time.
 
                          “Agreement” means this Second Amended and Restated Agreement of Limited Partnership, as amended or restated from time to time.
 
                          “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.
 
                          “Fiscal Year” means the twelve month period ending December 31 of each year, unless otherwise provided pursuant to Section 5.2 of this Agreement.
 
                          “Interest” means the interest of a Partner in the Partnership representing such Partner’s rights, powers and privileges, as specified in this Agreement, including, without limitation, such Partner’s right to profits, losses, allocations and distributions and such Partner’s right to vote with respect to Partnership matters, and “Percentage Interest” means a Partner’s Interest expressed as a percentage of all Interests.
 
                          “Partners” means the General Partner and Limited Partner.
 
                          “Partnership” means the limited partnership which is the subject of this Agreement, as such limited partnership may from time to time be constituted.
 
                          “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, limited liability companies, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign.
 
-4-

                          “Tax Matters Partner” means the tax matters member as defined in Code Section 6231(a)(7).
 
                          “Transfer” means to sell, assign, transfer, give, donate, pledge, deposit, alienate, bequeath, devise or otherwise dispose of or encumber to any Person other than the Partnership.
 
          7.2.          Rules of Construction:  Unless the context otherwise requires, references to the plural shall include the singular and the singular shall include the plural, and the words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provisions of this Agreement.  Any use of the masculine, feminine or neuter herein shall be deemed to include a reference to each other gender.
 
ARTICLE 8
MISCELLANEOUS
 
          8.1.          Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions of said jurisdiction.
 
          8.2.          Entire Agreement.  This Agreement represents the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, arrangements and understandings between the parties relating to the subject matter hereto.
 
          8.3.          Binding Effect.  Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the Partners and their respective successors, heirs, and to the extent permitted, transfers and assigns.
 
          8.4.          Additional Documents.  Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge, and deliver any documents that may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.
 
          8.5.          Waiver of Action for Partition.  Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership property.
 
          8.6.          Headings.  The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.
 
          8.7.          Notice.  Notices to the Partners shall be deemed sufficiently given if delivered by hand, mailed by certified mail, return receipt requested, postage prepaid, to the addresses provided in writing by any Partner to the other Partner or mailed via any reliable overnight courier service.
 
          8.8.          Non-Recourse.  No recourse shall be had for any obligation of Brandywine Realty Trust against any past, present or future trustee, shareholder, officer or employee thereof.
 
-5-

          8.9.          Execution of Documents.  The Partners agree that they shall execute such instruments as may be necessary or appropriate to carry out the terms of this Agreement and the actions contemplated thereby.
 
          8.10.        Amendment.  This Agreement may not be amended except by unanimous written agreement of all of the Partners.
 
          8.11.        Time is of Essence.  Time is of the essence in the performance of this Agreement.
 
          8.12.        Counterparts.  This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.
 
(signature page follows)
 
-6-

                    IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.
 
 	General Partner:	
 	 	 	 	 	 	
 	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	
 	 	 	 	 	 	
 	 	 	 	By:	/s/  Gerard H. Sweeney	
 	 	 	 	 		
 	 	 	 	 	Name:  Gerard H. Sweeney	
 	 	 	 	 	Title:  President & CEO	
 
 	Limited 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	

 	 	 	By:  	/s/  Gerard H. Sweeney	 	
 	 	 	 		
 	 	 	 	Name:  Gerard H. Sweeney 	
 	 	 	 	Title:  President & CEO	

EXHIBIT 3.161
 
 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	FILED 09:03  AM  01/12/2002	
 	010135411 – 3370552	
 
STATE OF DELAWARE
CERTIFICATE OF LIMITED PARTNERSHIP
 
RADNOR PROPERTIES-SDC, L.P.
 
          THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:
 
          FIRST: The name of the limited partnership is Radnor Properties-SDC, L.P.
 
          SECOND: The name and address of the Registered Agent is:
 
 	Corporation Service Company	
 	2711 Centerville Road, Suite 400	
 	Wilmington, Delaware 19808.	
 
          THIRD: The name and mailing address of the general partner is as follows:
 
 	Radnor GP-SDC, L.L.C.	
 	Plymouth Meeting Office Campus	
 	600 W. Germantown Pike, Suite 221	
 	Plymouth Meeting, PA 19462	
 
          IN WITNESS WHEREOF, the undersigned have executed this Certificate of Limited Partnership of Radnor Properties-SDC, L.P. as of the 19th day of March, 2001.
 
 	GENERAL PARTNER:	
 	 	 	
 	RADNOR GP-SDC, L.L.C.	
 	 	 	
 	By:	/s/ Frank J. Ferro	
 	 		
 	 	Frank J. Ferro, Executive Vice President	

EXHIBIT 3.162

 
SECOND AMENDED AND RESTATED
 
AGREEMENT OF LIMITED PARTNERSHIP
 
OF
 
RADNOR PROPERTIES-SDC, L.P.
 
A Delaware Limited Partnership

 

                    THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Radnor Properties-SDC, L.P. (the “Partnership”) is made and entered into as of this 14th day of April, 2005, by and between Radnor Properties Associates-II, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”), and Radnor GP-SDC L.L.C., a Delaware limited liability company, as the general partner (“General Partner” and together with the Limited Partner, the “Partners”).  This Agreement amends and restates in its entirety the Partnership’s Amended and Restated Agreement of Limited Partnership dated January 1, 2004 by and between the Partners.  Capitalized terms are defined below.
 
                    NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound, the Partners hereby agree as follows:
 
ARTICLE 1
GENERAL PROVISIONS
 
          1.1.          Formation.  The Partnership is an existing Delaware limited partnership originally formed and organized on March 19, 2001 pursuant to the provisions of the Act.
 
          1.2.          Name.  The name of the Partnership is RADNOR PROPERTIES-SDC, L.P. or such other name as the General Partner from time to time may select.
 
          1.3.          Place of Business.  The principal place of business of the Partnership shall be at 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, or such other place as the General Partner may from time to time designate.  The Partnership may maintain such other offices at such other places as the General Partner deems advisable.
 
          1.4.          Purpose.  The Partnership is organized to pursue any lawful purpose.
 
          1.5.          Term.  The Partnership shall continue until the Partnership is terminated in accordance with the terms of this Agreement.
 
ARTICLE 2
CAPITAL MATTERS
 
          2.1.          Additional Capital Contributions or Loans.  No Partner shall be obligated or required to make any additional capital contributions or advance any funds to the Partnership unless all of the Partners unanimously agree to do so and unanimously agree as to the amount to be so contributed.
 
          2.2.          Allocations and Distributions.  All allocations of profits and losses and all distributions of cash shall be made in accordance with the Partners’ Percentage Interests.  The Percentage Interest of the General Partner shall be one-half percent (0.5%), and the Percentage Interest of the Limited Partner shall be ninety nine and on-half percent (99.5%). Distributions out of funds legally available therefor shall be made at such times as the General Partner determines.

 
ARTICLE 3
MANAGEMENT
 
                          3.1.1.          Management and Control.  The General Partner shall manage and control the business and affairs of the Partnership and shall have all of the rights and powers which may be possessed by a general partner under the Act.  Except as otherwise required under the Act or as provided herein, the General Partner shall make all decisions with respect to the business and affairs of the Partnership, and the Limited Partner shall have no right to participate in the management of the Partnership.
 
ARTICLE 4
TRANSFERS OF PARTNER INTERESTS
 
          4.1.          Restriction.  A Partner shall not, without the consent of the other Partner, make any Transfer of all or any portion of its Interest.
 
          4.2.          Transfer in Violation of Agreement.  Any purported Transfer of an Interest which is not made in compliance with this Agreement shall be null and void ab initio and of no force or effect whatsoever.
 
ARTICLE 5
FINANCIAL MATTERS
 
          5.1.          Records.  The Partnership shall maintain at its principal place of business:  (i) true and full information regarding the status of the business and financial affairs of the Partnership; (ii) a current list of the name and last known address of each of its Partners; (iii) a copy of this Agreement and the Partnership’s Certificate of Limited Partnership and all amendments thereto; (iv) the accounting books and records and minutes of proceedings of the Partners; and (v) any other information regarding the affairs of the Partnership as the General Partner determines is just and reasonable.
 
          5.2.          Fiscal Year.  Unless otherwise designated by the Partners, the fiscal year of the Partnership shall end on December 31.
 
          5.3.          Partnership Funds.  Pending application or distribution, the funds of the Partnership shall be deposited in such bank accounts, or invested in such interest-bearing or non-interest-bearing investments, including without limitation, federally insured checking and savings accounts, certificates of deposit and time or demand-deposits in U.S. government agencies or government backed securities or such other investments as the General Partner deems appropriate and consistent with the maintenance of Brandywine Realty Trust’s qualification as a real estate investment trust under the Code.
 
          5.4.          Tax Returns.  The General Partner shall cause all tax returns for the Partnership to be prepared and timely filed with the appropriate authorities and shall deliver or cause to be delivered to each Partner such information as is necessary for such Partner to prepare such Partner’s federal, state and local tax returns.
 
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          5.5.          Tax Matters Partner.  The General Partner shall be the initial Tax Matters Partner and shall represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partners.
 
ARTICLE 6
DISSOLUTION
 
          6.1.          Dissolution.     The Partnership shall be dissolved upon the earliest to occur of the following:
 
                                        (a)     December 31, 2050;
 
                                        (b)     the sale of all or substantially all of the Partnership’s assets and properties;
 
                                        (c)     the unanimous agreement of the Partners to effect such dissolution; or
 
                                        (d)     the entry of an order of judicial dissolution under Section 8572 of the Act.
 
          6.2.          Liquidation.  Upon dissolution of the Partnership, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors.  The General Partner or in the event there is no General Partner, such Person or Persons as is designated by the Partners (the General Partner or such Person or Persons being hereinafter referred to as the “Liquidator”) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall cause distributions to be made in accordance with Section 6.3 hereof.
 
          6.3.          Distributions Upon Liquidation.  Upon dissolution of the Partnership, the Liquidator shall proceed to wind up the business and affairs of the Partnership and shall distribute the assets of the Partnership in the following order and priority:
 
                                        (a)     First, to payment of the debts and liabilities of the Partnership (other than those to Partners) in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable.
 
                                        (b)     Second, to payment of the expenses of liquidation of the Partnership in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities or debts owed to Partners.
 
                                        (c)     Third, to the setting up of such reserves as the Partners may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business.
 
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                                        (d)     The balance of the proceeds, in accordance with the Percentage Interests of the Partners.
 
          6.4.          Reasonable Time for Winding Up.  A reasonable amount of time shall be allowed for the orderly winding up of the business and affairs of the Partnership in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Partnership assets.  This Agreement shall remain in full force and effect during the period of winding up.
 
          6.5.          Certificate of Cancellation.  Following the completion of the winding up of the affairs of the Partnership and the distribution of its assets, the Liquidator shall file all necessary certificates of cancellation required under the Act.
 
ARTICLE 7
DEFINITIONS AND RULES OF CONSTRUCTION
 
          7.1.         Definitions.
 
                         7.1.1.          The following terms, as used herein, shall have the following respective meanings:
 
                         “Act” means the Delaware Limited Partnership Act, as amended from time to time.
 
                         “Agreement” means this Second Amended and Restated Agreement of Limited Partnership, as amended or restated from time to time.
 
                         “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.
 
                         “Fiscal Year” means the twelve month period ending December 31 of each year, unless otherwise provided pursuant to Section 5.2 of this Agreement.
 
                         “Interest” means the interest of a Partner in the Partnership representing such Partner’s rights, powers and privileges, as specified in this Agreement, including, without limitation, such Partner’s right to profits, losses, allocations and distributions and such Partner’s right to vote with respect to Partnership matters, and “Percentage Interest” means a Partner’s Interest expressed as a percentage of all Interests.
 
                         “Partners” means the General Partner and Limited Partner.
 
                         “Partnership” means the limited partnership which is the subject of this Agreement, as such limited partnership may from time to time be constituted.
 
                         “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, limited liability companies, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign.
 
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                         “Tax Matters Partner” means the tax matters member as defined in Code Section 6231(a)(7).
 
                         “Transfer” means to sell, assign, transfer, give, donate, pledge, deposit, alienate, bequeath, devise or otherwise dispose of or encumber to any Person other than the Partnership.
 
          7.2.          Rules of Construction:  Unless the context otherwise requires, references to the plural shall include the singular and the singular shall include the plural, and the words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provisions of this Agreement.  Any use of the masculine, feminine or neuter herein shall be deemed to include a reference to each other gender.
 
ARTICLE 8
MISCELLANEOUS
 
          8.1.          Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions of said jurisdiction.
 
          8.2.          Entire Agreement.  This Agreement represents the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, arrangements and understandings between the parties relating to the subject matter hereto.
 
          8.3.          Binding Effect.  Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the Partners and their respective successors, heirs, and to the extent permitted, transfers and assigns.
 
          8.4.          Additional Documents.  Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge, and deliver any documents that may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.
 
          8.5.          Waiver of Action for Partition.  Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership property.
 
          8.6.          Headings.  The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.
 
          8.7.          Notice.  Notices to the Partners shall be deemed sufficiently given if delivered by hand, mailed by certified mail, return receipt requested, postage prepaid, to the addresses provided in writing by any Partner to the other Partner or mailed via any reliable overnight courier service.
 
          8.8.          Non-Recourse.  No recourse shall be had for any obligation of Brandywine Realty Trust against any past, present or future trustee, shareholder, officer or employee thereof.
 
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          8.9.          Execution of Documents.  The Partners agree that they shall execute such instruments as may be necessary or appropriate to carry out the terms of this Agreement and the actions contemplated thereby.
 
          8.10.          Amendment.  This Agreement may not be amended except by unanimous written agreement of all of the Partners.
 
          8.11.          Time is of Essence.  Time is of the essence in the performance of this Agreement.
 
          8.12.          Counterparts.  This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.
 
(signature page follows)
 
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                    IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.
 
 	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	
 	 	 	 	 	 	 	 	
 	 	 	 	 	By:	/s/  Gerard H. Sweeney	
 	 	 	 	 	 		
 	 	 	 	 	 	Name:  Gerard H. Sweeney	
 	 	 	 	 	 	Title: President & CEO	

 
 	Limited 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	
 	 	 	 	 	 	 	
 	 	 	 	By:  	/s/  Gerard H. Sweeney	
 	 	 	 	 		
 	 	 	 	 	Name:  Gerard H. Sweeney	
 	 	 	 	 	Title:  President & CEO	

EXHIBIT 3.163
 
 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 10:52 AM 09/20/2004	
 	FILED 10:45 AM 09/20/2004	
 	SRV 040676764 - 3856670 FILE	
 
CERTIFICATE OF
LIMITED PARTNERSHIP OF
RADNOR PROPERTIES-200 RC HOLDINGS, L.P.
 
          This Certificate of Limited Partnership of Radnor Properties-200 RC Holdings, L.P., a Delaware limited partnership (the “Partnership”), is being executed for the purpose of establishing the limited partnership.
 
          It is, therefore, certified and agreed as follows:
 
          1. Name. The name of the partnership will be:
 
RADNOR PROPERTIES-200 RC HOLDINGS, L.P.
 
          2. Registered Office and Agent. The registered office of the partnership in the state of Delaware is located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The registered agent of the partnership for service of process at such address is Corporation Service Company.
 
          3. Name and Mailing Address of General Partner. The name and mailing address of the general partner is as follows:
 
 	RADNOR GP-200 RC HOLDINGS, L.L.C.	
 	4100 One Commerce Square	
 	2005 Market Street	
 	Philadelphia, PA 19103	
 
          IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 20th day of September, 2004.
 
 	RADNOR PROPERTIES-200 RC HOLDINGS, L.P.	
 	 	
 	By:	Radnor GP-200 RC Holdings, L.L.C, its sole general partner	
 	 	 	
 	 	By:	TRC Associates Limited Partnership, its sole member	
 	 	 	 	
 	 	 	By:	TRC Realty, Inc.-GP II, its managing general partner	
 	 	 	 	 	
 	 	 	 	By:	/s/ R. Bruce Balderson, Jr.	
 	 	 	 	 		
 	 	 	 	 	Name: R. Bruce Balderson, Jr.	
 	 	 	 	 	Title: Vice President	

 
 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 12:01 PM 02/24/2005	
 	FILED 12:01 PM 02/24/2005	
 	SRV 050154260 - 3856670 FILE	
 
CERTIFICATE OF AMENDMENT 
TO THE 
CERTIFICATE OF LIMITED PARTNERSHIP 
OF 
RADNOR PROPERTIES-200 RC HOLDINGS, L.P.
 
                    The undersigned, desiring to amend the Certificate of Limited Partnership of Radnor Properties-200 RC Holdings, L.P. (the “Limited Partnership”) pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, do hereby certify as follows:
 
                    FIRST:           The name of the Limited Partnership is Radnor Properties-200 RC Holdings, L.P.
 
                    SECOND:     Article 3 of the Certificate of Limited Partnership shall be amended to reflect:
 
                    The name and mailing address of the sole general partner is:
 
Brandywine Radnor 200 Holdings LLC
c/o Brandywine Realty Trust
401 Plymouth Road, Suite 500
Plymouth Meeting, Pennsylvania 19462
 
                    IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Certificate of Limited Partnership on this 22nd day of February, 2005.
 
 	BRANDYWINE RADNOR 200 HOLDINGS LLC	
 	General Partner	
 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	 	Gerard H. Sweeney	
 	 	President and Chief Executive Officer	

EXHIBIT 3.164

 
AMENDED AND RESTATED
 
AGREEMENT OF LIMITED PARTNERSHIP
 
OF
 
RADNOR PROPERTIES-200 RC HOLDINGS, L.P.
 
A Delaware Limited Partnership

 

                           THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Radnor Properties-200 RC Holdings, L.P. (the “Partnership”) is made and entered into as of this 14th day of April, 2005, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (successor in interest to TRC Associates Limited Partnership as a result of an assignment of its interest in the Partnership to the Limited Partner dated January 21, 2005), as the limited partner (“Limited Partner”), and Brandywine Radnor 200 Holdings LLC, a Delaware limited liability company (successor in interest to Radnor GP-200 RC Holdings, L.L.C. as a result of an assignment of its interest in the Partnership to the Limited Partner dated January 21, 2005), as the general partner (“General Partner” and together with the Limited Partner, the “Partners”).  This Agreement amends and restates in its entirety the Partnership’s Agreement of Limited Partnership dated September 20, 2004 by and between Radnor GP-200 RC Holdings, L.L.C. and TRC Associates Limited Partnership.  Capitalized terms are defined below.
 
                           NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound, the Partners hereby agree as follows:
 
ARTICLE 1
GENERAL PROVISIONS
 
          1.1.          Formation.  The Partnership is an existing Delaware limited partnership originally formed and organized on September 20, 2004 pursuant to the provisions of the Act.
 
          1.2.          Name.  The name of the Partnership is RADNOR PROPERTIES-200 RC HOLDINGS, L.P. or such other name as the General Partner from time to time may select.
 
          1.3.          Place of Business.  The principal place of business of the Partnership shall be at 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, or such other place as the General Partner may from time to time designate.  The Partnership may maintain such other offices at such other places as the General Partner deems advisable.
 
          1.4.          Purpose.  The Partnership is organized to pursue any lawful purpose.
 
          1.5.          Term.  The Partnership shall continue until the Partnership is terminated in accordance with the terms of this Agreement.
 
ARTICLE 2
CAPITAL MATTERS
 
          2.1.          Additional Capital Contributions or Loans.  No Partner shall be obligated or required to make any additional capital contributions or advance any funds to the Partnership unless all of the Partners unanimously agree to do so and unanimously agree as to the amount to be so contributed.
 
          2.2.          Allocations and Distributions.  All allocations of profits and losses and all distributions of cash shall be made in accordance with the Partners’ Percentage Interests.  The Percentage Interest of the General Partner shall be one-half percent (0.5%), and the Percentage 

 
Interest of the Limited Partner shall be ninety nine and on-half percent (99.5%). Distributions out of funds legally available therefor shall be made at such times as the General Partner determines.
 
ARTICLE 3
MANAGEMENT
 
                           3.1.1.          Management and Control.  The General Partner shall manage and control the business and affairs of the Partnership and shall have all of the rights and powers which may be possessed by a general partner under the Act.  Except as otherwise required under the Act or as provided herein, the General Partner shall make all decisions with respect to the business and affairs of the Partnership, and the Limited Partner shall have no right to participate in the management of the Partnership.
 
ARTICLE 4
TRANSFERS OF PARTNER INTERESTS
 
          4.1.          Restriction.  A Partner shall not, without the consent of the other Partner, make any Transfer of all or any portion of its Interest.
 
          4.2.          Transfer in Violation of Agreement.  Any purported Transfer of an Interest which is not made in compliance with this Agreement shall be null and void ab initio and of no force or effect whatsoever.
 
ARTICLE 5
FINANCIAL MATTERS
 
          5.1.          Records.  The Partnership shall maintain at its principal place of business:  (i) true and full information regarding the status of the business and financial affairs of the Partnership; (ii) a current list of the name and last known address of each of its Partners; (iii) a copy of this Agreement and the Partnership’s Certificate of Limited Partnership and all amendments thereto; (iv) the accounting books and records and minutes of proceedings of the Partners; and (v) any other information regarding the affairs of the Partnership as the General Partner determines is just and reasonable.
 
          5.2.          Fiscal Year.  Unless otherwise designated by the Partners, the fiscal year of the Partnership shall end on December 31.
 
          5.3.          Partnership Funds.  Pending application or distribution, the funds of the Partnership shall be deposited in such bank accounts, or invested in such interest-bearing or non-interest-bearing investments, including without limitation, federally insured checking and savings accounts, certificates of deposit and time or demand-deposits in U.S. government agencies or government backed securities or such other investments as the General Partner deems appropriate and consistent with the maintenance of Brandywine Realty Trust’s qualification as a real estate investment trust under the Code.
 
          5.4.          Tax Returns.  The General Partner shall cause all tax returns for the Partnership to be prepared and timely filed with the appropriate authorities and shall deliver or cause to be 
 
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delivered to each Partner such information as is necessary for such Partner to prepare such Partner’s federal, state and local tax returns.
 
          5.5.          Tax Matters Partner.  The General Partner shall be the initial Tax Matters Partner and shall represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partners.
 
ARTICLE 6
DISSOLUTION
 
          6.1.          Dissolution.     The Partnership shall be dissolved upon the earliest to occur of the following:
 
                                        (a)     December 31, 2050;
 
                                        (b)     the sale of all or substantially all of the Partnership’s assets and properties;
 
                                        (c)     the unanimous agreement of the Partners to effect such dissolution; or
 
                                        (d)     the entry of an order of judicial dissolution under Section 8572 of the Act.
 
          6.2.          Liquidation.  Upon dissolution of the Partnership, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors.  The General Partner or in the event there is no General Partner, such Person or Persons as is designated by the Partners (the General Partner or such Person or Persons being hereinafter referred to as the “Liquidator”) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall cause distributions to be made in accordance with Section 6.3 hereof.
 
          6.3.          Distributions Upon Liquidation.  Upon dissolution of the Partnership, the Liquidator shall proceed to wind up the business and affairs of the Partnership and shall distribute the assets of the Partnership in the following order and priority:
 
                                        (a)     First, to payment of the debts and liabilities of the Partnership (other than those to Partners) in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable.
 
                                        (b)     Second, to payment of the expenses of liquidation of the Partnership in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities or debts owed to Partners.
 
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                                        (c)     Third, to the setting up of such reserves as the Partners may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business.
 
                                        (d)     The balance of the proceeds, in accordance with the Percentage Interests of the Partners.
 
          6.4.          Reasonable Time for Winding Up.  A reasonable amount of time shall be allowed for the orderly winding up of the business and affairs of the Partnership in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Partnership assets.  This Agreement shall remain in full force and effect during the period of winding up.
 
          6.5.          Certificate of Cancellation.  Following the completion of the winding up of the affairs of the Partnership and the distribution of its assets, the Liquidator shall file all necessary certificates of cancellation required under the Act.
 
ARTICLE 7
DEFINITIONS AND RULES OF CONSTRUCTION
 
          7.1.          Definitions.
 
                         7.1.1.          The following terms, as used herein, shall have the following respective meanings:
 
                         “Act” means the Delaware Limited Partnership Act, as amended from time to time.
 
                         “Agreement” means this Amended and Restated Agreement of Limited Partnership, as amended or restated from time to time.
 
                         “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.
 
                         “Fiscal Year” means the twelve month period ending December 31 of each year, unless otherwise provided pursuant to Section 5.2 of this Agreement.
 
                         “Interest” means the interest of a Partner in the Partnership representing such Partner’s rights, powers and privileges, as specified in this Agreement, including, without limitation, such Partner’s right to profits, losses, allocations and distributions and such Partner’s right to vote with respect to Partnership matters, and “Percentage Interest” means a Partner’s Interest expressed as a percentage of all Interests.
 
                         “Partners” means the General Partner and Limited Partner.
 
                         “Partnership” means the limited partnership which is the subject of this Agreement, as such limited partnership may from time to time be constituted.
 
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                         “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, limited liability companies, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign.
 
                         “Tax Matters Partner” means the tax matters member as defined in Code Section 6231(a)(7).
 
                         “Transfer” means to sell, assign, transfer, give, donate, pledge, deposit, alienate, bequeath, devise or otherwise dispose of or encumber to any Person other than the Partnership.
 
          7.2.          Rules of Construction:  Unless the context otherwise requires, references to the plural shall include the singular and the singular shall include the plural, and the words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provisions of this Agreement.  Any use of the masculine, feminine or neuter herein shall be deemed to include a reference to each other gender.
 
ARTICLE 8
MISCELLANEOUS
 
          8.1.          Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions of said jurisdiction.
 
          8.2.          Entire Agreement.  This Agreement represents the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, arrangements and understandings between the parties relating to the subject matter hereto.
 
          8.3.          Binding Effect.  Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the Partners and their respective successors, heirs, and to the extent permitted, transfers and assigns.
 
          8.4.          Additional Documents.  Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge, and deliver any documents that may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.
 
          8.5.          Waiver of Action for Partition.  Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership property.
 
          8.6.          Headings.  The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.
 
          8.7.          Notice.  Notices to the Partners shall be deemed sufficiently given if delivered by hand, mailed by certified mail, return receipt requested, postage prepaid, to the addresses provided in writing by any Partner to the other Partner or mailed via any reliable overnight courier service.
 
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          8.8.          Non-Recourse.  No recourse shall be had for any obligation of Brandywine Realty Trust against any past, present or future trustee, shareholder, officer or employee thereof.
 
          8.9.          Execution of Documents.  The Partners agree that they shall execute such instruments as may be necessary or appropriate to carry out the terms of this Agreement and the actions contemplated thereby.
 
          8.10.        Amendment.  This Agreement may not be amended except by unanimous written agreement of all of the Partners.
 
          8.11.        Time is of Essence.  Time is of the essence in the performance of this Agreement.
 
          8.12.        Counterparts.  This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.
 
(signature page follows)
 
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                    IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.
 
 	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	
 	 	 	 	 	
 	 	 	 	By:	/s/  Gerard H. Sweeney	
 	 	 	 	 		
 	 	 	 	 	Name:  Gerard H. Sweeney	
 	 	 	 	 	Title:  President & CEO	
 
 	Limited Partner:	
 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership	
 	 	
 	 	By:	Brandywine Realty Trust, a Maryland real estate investment trust, its general partner	
 	 	 	 	
 	 	 	By:	/s/  Gerard H. Sweeney	
 	 	 	 		
 	 	 	 	Name:  Gerard H. Sweeney	
 	 	 	 	Title:  President & CEO	
 
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EXHIBIT 3.165
 
 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	FILED 09:05 AM 03/19/2001	
 	010135386 - 3370548	
 
STATE OF DELAWARE
CERTIFICATE OF LIMITED PARTNERSHIP
 
RADNOR PROPERTIES-200 RC, L.P.
 
           THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:
 
           FIRST: The name of the limited partnership is Radnor Properties-200 RC, L.P.
 
           SECOND: The name and address of the Registered Agent is:
 
 	Corporation Service Company	
 	2711 Centerville Road, Suite 400	
 	Wilmington, Delaware 19808.	
 	 	
 	THIRD: The name and mailing address of the general partner is as follows:	
 	 	
 	Radnor GP-200 RC, L.L.C.	
 	Plymouth Meeting Office Campus	
 	600 W. Germantown Pike, Suite 221	
 	Plymouth Meeting, PA 19462.	
 
           IN WITNESS WHEREOF, the undersigned have executed this Certificate of Limited Partnership of Radnor Properties-200 RC, L.P. as of the 19th day of March, 2001.
 
 	 	GENERAL PARTNER:	
 	 	 	
 	 	RADNOR GP-200 RC, L.L.C.	
 	 	 	
 	By:	/s/ Frank J. Ferro	
 	 		
 	 	Frank J. Ferro, Executive Vice President	

EXHIBIT 3.166

 
AMENDED AND RESTATED
 
AGREEMENT OF LIMITED PARTNERSHIP
 
OF
 
RADNOR PROPERTIES-200 RC, L.P.
 
A Delaware Limited Partnership

 

                         THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Radnor Properties-200 RC, L.P. (the “Partnership”) is made and entered into as of this 22nd day of March, 2005, by and between Radnor Properties-200 RC Holdings, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) (successor in interest to The Rubenstein Company, L.P. as a result of an assignment of its interest in the Partnership to the Limited Partner dated September 21, 2004), and Radnor GP-200 RC, L.L.C., a Delaware limited liability company, as the general partner (“General Partner” and together with the Limited Partner, the “Partners”).  This Agreement amends and restates in its entirety the Agreement of Limited Partnership dated April 6, 2001 by and between the General Partner and The Rubenstein Company, L.P.  Capitalized terms are defined below.
 
                         NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound, the Partners hereby agree as follows:
 
ARTICLE 1
GENERAL PROVISIONS
 
          1.1.          Formation.  The Partnership is an existing Delaware limited partnership originally formed and organized on March 19, 2001 pursuant to the provisions of the Act.
 
          1.2.          Name.  The name of the Partnership is RADNOR PROPERTIES-200 RC, L.P. or such other name as the General Partner from time to time may select.
 
          1.3.          Place of Business.  The principal place of business of the Partnership shall be at 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, or such other place as the General Partner may from time to time designate.  The Partnership may maintain such other offices at such other places as the General Partner deems advisable.
 
          1.4.          Purpose.  The Partnership is organized to pursue any lawful purpose.
 
          1.5.          Term.  The Partnership shall continue until the Partnership is terminated in accordance with the terms of this Agreement.
 
ARTICLE 2
CAPITAL MATTERS
 
          2.1.          Capital Contributions.  The General Partner has contributed to the capital of the Partnership cash in the aggregate amount of $10,000.00, and the Limited Partner has contributed to the capital of the Partnership cash in the aggregate amount of $1,990,000.00.
 
          2.2.          Additional Capital Contributions or Loans.  Except as specifically required under Section 2.1, no Partner shall be obligated or required to make any additional capital contributions or advance any funds to the Partnership unless all of the Partners unanimously agree to do so and unanimously agree as to the amount to be so contributed.
 
          2.3.          Allocations and Distributions.  All allocations of profits and losses and all distributions of cash shall be made in accordance with the Partners’ Percentage Interests.  The Percentage Interest of the General Partner shall be one-half percent (0.5%), and the Percentage

 
Interest of the Limited Partner shall be ninety nine and on-half percent (99.5%). Distributions out of funds legally available therefor shall be made at such times as the General Partner determines.
 
ARTICLE 3
MANAGEMENT
 
                    3.1.1.          Management and Control.  The General Partner shall manage and control the business and affairs of the Partnership and shall have all of the rights and powers which may be possessed by a general partner under the Act.  Except as otherwise required under the Act or as provided herein, the General Partner shall make all decisions with respect to the business and affairs of the Partnership, and the Limited Partner shall have no right to participate in the management of the Partnership.
 
ARTICLE 4
TRANSFERS OF PARTNER INTERESTS
 
          4.1.          Restriction.  A Partner shall not, without the consent of the other Partner, make any Transfer of all or any portion of its Interest.
 
          4.2.          Transfer in Violation of Agreement.  Any purported Transfer of an Interest which is not made in compliance with this Agreement shall be null and void ab initio and of no force or effect whatsoever.
 
ARTICLE 5
FINANCIAL MATTERS
 
          5.1.          Records.  The Partnership shall maintain at its principal place of business:  (i) true and full information regarding the status of the business and financial affairs of the Partnership; (ii) a current list of the name and last known address of each of its Partners; (iii) a copy of this Agreement and the Partnership’s Certificate of Limited Partnership and all amendments thereto; (iv) the accounting books and records and minutes of proceedings of the Partners; and (v) any other information regarding the affairs of the Partnership as the General Partner determines is just and reasonable.
 
          5.2.          Fiscal Year.  Unless otherwise designated by the Partners, the fiscal year of the Partnership shall end on December 31.
 
          5.3.          Partnership Funds.  Pending application or distribution, the funds of the Partnership shall be deposited in such bank accounts, or invested in such interest-bearing or non-interest-bearing investments, including without limitation, federally insured checking and savings accounts, certificates of deposit and time or demand-deposits in U.S. government agencies or government backed securities or such other investments as the General Partner deems appropriate and consistent with the maintenance of Brandywine Realty Trust’s qualification as a real estate investment trust under the Code.
 
          5.4.          Tax Returns.  The General Partner shall cause all tax returns for the Partnership to be prepared and timely filed with the appropriate authorities and shall deliver or cause to be
 
-2-

delivered to each Partner such information as is necessary for such Partner to prepare such Partner’s federal, state and local tax returns.
 
          5.5.          Tax Matters Partner.  The General Partner shall be the initial Tax Matters Partner and shall represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partners.
 
ARTICLE 6
DISSOLUTION
 
          6.1.          Dissolution.  The Partnership shall be dissolved upon the earliest to occur of the following:
 
                                        (a)          December 31, 2050;
 
                                        (b)          the sale of all or substantially all of the Partnership’s assets and properties;
 
                                        (c)          the unanimous agreement of the Partners to effect such dissolution; or
 
                                        (d)          the entry of an order of judicial dissolution under Section 8572 of the Act.
 
          6.2.          Liquidation.  Upon dissolution of the Partnership, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors.  The General Partner or in the event there is no General Partner, such Person or Persons as is designated by the Partners (the General Partner or such Person or Persons being hereinafter referred to as the “Liquidator”) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall cause distributions to be made in accordance with Section 6.3 hereof.
 
          6.3.          Distributions Upon Liquidation.  Upon dissolution of the Partnership, the Liquidator shall proceed to wind up the business and affairs of the Partnership and shall distribute the assets of the Partnership in the following order and priority:
 
                                        (a)          First, to payment of the debts and liabilities of the Partnership (other than those to Partners) in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable.
 
                                        (b)          Second, to payment of the expenses of liquidation of the Partnership in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities or debts owed to Partners.
 
-3-

                                        (c)          Third, to the setting up of such reserves as the Partners may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business.
 
                                        (d)          The balance of the proceeds, in accordance with the Percentage Interests of the Partners.
 
          6.4.          Reasonable Time for Winding Up.  A reasonable amount of time shall be allowed for the orderly winding up of the business and affairs of the Partnership in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Partnership assets.  This Agreement shall remain in full force and effect during the period of winding up.
 
          6.5.          Certificate of Cancellation.  Following the completion of the winding up of the affairs of the Partnership and the distribution of its assets, the Liquidator shall file all necessary certificates of cancellation required under the Act.
 
ARTICLE 7
DEFINITIONS AND RULES OF CONSTRUCTION
 
          7.1.          Definitions.
 
                          7.1.1.             The following terms, as used herein, shall have the following respective meanings:
 
                          “Act” means the Delaware Limited Partnership Act, as amended from time to time.
 
                          “Agreement” means this Agreement of Limited Partnership, as amended or restated from time to time.
 
                          “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.
 
                          “Fiscal Year” means the twelve month period ending December 31 of each year, unless otherwise provided pursuant to Section 5.2 of this Agreement.
 
                          “Interest” means the interest of a Partner in the Partnership representing such Partner’s rights, powers and privileges, as specified in this Agreement, including, without limitation, such Partner’s right to profits, losses, allocations and distributions and such Partner’s right to vote with respect to Partnership matters, and “Percentage Interest” means a Partner’s Interest expressed as a percentage of all Interests.
 
                          “Partners” means the General Partner and Limited Partner.
 
                          “Partnership” means the limited partnership which is the subject of this Agreement, as such limited partnership may from time to time be constituted.
 
-4-

                          “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, limited liability companies, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign.
 
                          “Tax Matters Partner” means the tax matters member as defined in Code Section 6231(a)(7).
 
                          “Transfer” means to sell, assign, transfer, give, donate, pledge, deposit, alienate, bequeath, devise or otherwise dispose of or encumber to any Person other than the Partnership.
 
          7.2.          Rules of Construction:  Unless the context otherwise requires, references to the plural shall include the singular and the singular shall include the plural, and the words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provisions of this Agreement.  Any use of the masculine, feminine or neuter herein shall be deemed to include a reference to each other gender.
 
ARTICLE 8
MISCELLANEOUS
 
          8.1.          Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions of said jurisdiction.
 
          8.2.          Entire Agreement.  This Agreement represents the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, arrangements and understandings between the parties relating to the subject matter hereto.
 
          8.3.          Binding Effect.  Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the Partners and their respective successors, heirs, and to the extent permitted, transfers and assigns.
 
          8.4.          Additional Documents.  Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge, and deliver any documents that may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.
 
          8.5.          Waiver of Action for Partition.  Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership property.
 
          8.6.          Headings.  The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.
 
          8.7.          Notice.  Notices to the Partners shall be deemed sufficiently given if delivered by hand, mailed by certified mail, return receipt requested, postage prepaid, to the addresses provided in writing by any Partner to the other Partner or mailed via any reliable overnight courier service.
 
-5-

          8.8.          Non-Recourse.  No recourse shall be had for any obligation of Brandywine Realty Trust against any past, present or future trustee, shareholder, officer or employee thereof.
 
          8.9.          Execution of Documents.  The Partners agree that they shall execute such instruments as may be necessary or appropriate to carry out the terms of this Agreement and the actions contemplated thereby.
 
          8.10.         Amendment.  This Agreement may not be amended except by unanimous written agreement of all of the Partners.
 
          8.11.         Time is of Essence.  Time is of the essence in the performance of this Agreement.
 
          8.12.         Counterparts.  This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.
 
(signature page follows)
 
-6-

                    IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.
 
 	General Partner:	
 	 	
 	RADNOR GP-200 RC, L.L.C.	
 	 	
 	By:	RADNOR PROPERTIES-200 RC
HOLDINGS, L.P., its Sole Member	
 	 	 	
 	 	By:	BRANDYWINE RADNOR 200	
 	 	HOLDINGS LLC, its General Partner	
 	 	 	
 	 	 	By:	BRANDYWINE OPERATING	
 	 	 	PARTNERSHIP, L.P., its Sole Member	
 	 	 	 	
 	 	 	 	By:	BRANDYWINE REALTY TRUST,	
 	 	 	 	its General Partner	
 	 	 	 	 	
 	 	/s/ Gerard H. Sweeney	
 	 		
 	 	By: 	Gerard H. Sweeney	
 	 	Title:	President and Chief
  Executive Officer	
 
 	Limited Partner:	
 	 	
 	RADNOR PROPERTIES-200 RC HOLDINGS, L.P.	
 	 	
 	By:	BRANDYWINE RADNOR 200	
 	HOLDINGS LLC, its General Partner	
 	 	
 	 	By:	BRANDYWINE OPERATING	
 	 	PARTNERSHIP, L.P., its Sole Member	
 	 	 	
 	 	 	By:	BRANDYWINE REALTY TRUST,	
 	 	 	its General Partner	
 	 	 	 	
 	 	/s/ Gerard H. Sweeney	
 	 		
 	 	By: 	Gerard H. Sweeney	
 	 	Title:	President and Chief	
 	 	 	  Executive Officer	
 
-7-

EXHIBIT 3.167
 
 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	FILED 09:05  AM  3/19/2001	
 	010135452 - 3370556	
 
STATE OF DELAWARE
CERTIFICATE OF LIMITED PARTNERSHIP
 
RADNOR PROPERTIES-201 KOP, L.P.
 
          THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:
 
          FIRST: The name of the limited partnership is Radnor Properties-201 KOP, L.P.
 
          SECOND: The name and address of the Registered Agent is:
 
 	Corporation Service Company	
 	2711 Centerville Road, Suite 400	
 	Wilmington, Delaware 19808.	
 
          THIRD: The name and mailing address of the general partner is as follows:
 
 	Radnor GP-201 KOP, L.L.C.	
 	Plymouth Meeting Office Campus	
 	600 W. Germantown Pike, Suite 221	
 	Plymouth Meeting, PA 19462	
 
          IN WITNESS WHEREOF, the undersigned have executed this Certificate of Limited Partnership of Radnor Properties-201 KOP, L.P. as of the 19th day of March, 2001.
 
 	GENERAL PARTNER:	
 	 	 	
 	RADNOR GP-201 KOP , L.L.C.	
 	 	 	
 	By:	/s/ Frank J. Ferro	
 	 		
 	 	Frank J. Ferro, Executive Vice President	

EXHIBIT 3.168

 
SECOND AMENDED AND RESTATED
 
AGREEMENT OF LIMITED PARTNERSHIP
 
OF
 
RADNOR PROPERTIES-201 KOP, L.P.
 
A Delaware Limited Partnership

 

                    THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Radnor Properties-201 KOP, L.P. (the “Partnership”) is made and entered into as of this 14th day of April, 2005, by and between Radnor Properties Associates-II, L.P., a Delaware limited partnership, as the limited partner (“Limited Partner”), and Radnor GP-201 KOP, L.L.C., a Delaware limited liability company, as the general partner (“General Partner” and together with the Limited Partner, the “Partners”).  This Agreement amends and restates in its entirety the Partnership’s Amended and Restated Agreement of Limited Partnership dated February 2004, by and between the Partners.  Capitalized terms are defined below.
 
                    NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound, the Partners hereby agree as follows:
 
ARTICLE 1
GENERAL PROVISIONS
 
          1.1.    Formation.  The Partnership is an existing Delaware limited partnership originally formed and organized on March 19, 2001 pursuant to the provisions of the Act.
 
          1.2.    Name.  The name of the Partnership is RADNOR PROPERTIES-201 KOP, L.P. or such other name as the General Partner from time to time may select.
 
          1.3.    Place of Business.  The principal place of business of the Partnership shall be at 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, or such other place as the General Partner may from time to time designate.  The Partnership may maintain such other offices at such other places as the General Partner deems advisable.
 
          1.4.    Purpose.  The Partnership is organized to pursue any lawful purpose.
 
          1.5.    Term.  The Partnership shall continue until the Partnership is terminated in accordance with the terms of this Agreement.
 
ARTICLE 2
CAPITAL MATTERS
 
          2.1.    Additional Capital Contributions or Loans.  No Partner shall be obligated or required to make any additional capital contributions or advance any funds to the Partnership unless all of the Partners unanimously agree to do so and unanimously agree as to the amount to be so contributed.
 
          2.2.    Allocations and Distributions.  All allocations of profits and losses and all distributions of cash shall be made in accordance with the Partners’ Percentage Interests.  The Percentage Interest of the General Partner shall be one-half percent (0.5%), and the Percentage Interest of the Limited Partner shall be ninety nine and on-half percent (99.5%). Distributions out of funds legally available therefor shall be made at such times as the General Partner determines.

 
ARTICLE 3
MANAGEMENT
 
                    3.1.1.    Management and Control.  The General Partner shall manage and control the business and affairs of the Partnership and shall have all of the rights and powers which may be possessed by a general partner under the Act.  Except as otherwise required under the Act or as provided herein, the General Partner shall make all decisions with respect to the business and affairs of the Partnership, and the Limited Partner shall have no right to participate in the management of the Partnership.
 
ARTICLE 4
TRANSFERS OF PARTNER INTERESTS
 
          4.1.    Restriction.  A Partner shall not, without the consent of the other Partner, make any Transfer of all or any portion of its Interest.
 
          4.2.    Transfer in Violation of Agreement.  Any purported Transfer of an Interest which is not made in compliance with this Agreement shall be null and void ab initio and of no force or effect whatsoever.
 
ARTICLE 5
FINANCIAL MATTERS
 
          5.1.    Records.  The Partnership shall maintain at its principal place of business:  (i) true and full information regarding the status of the business and financial affairs of the Partnership; (ii) a current list of the name and last known address of each of its Partners; (iii) a copy of this Agreement and the Partnership’s Certificate of Limited Partnership and all amendments thereto; (iv) the accounting books and records and minutes of proceedings of the Partners; and (v) any other information regarding the affairs of the Partnership as the General Partner determines is just and reasonable.
 
          5.2.    Fiscal Year.  Unless otherwise designated by the Partners, the fiscal year of the Partnership shall end on December 31.
 
          5.3.    Partnership Funds.  Pending application or distribution, the funds of the Partnership shall be deposited in such bank accounts, or invested in such interest-bearing or non-interest-bearing investments, including without limitation, federally insured checking and savings accounts, certificates of deposit and time or demand-deposits in U.S. government agencies or government backed securities or such other investments as the General Partner deems appropriate and consistent with the maintenance of Brandywine Realty Trust’s qualification as a real estate investment trust under the Code.
 
          5.4.    Tax Returns.  The General Partner shall cause all tax returns for the Partnership to be prepared and timely filed with the appropriate authorities and shall deliver or cause to be delivered to each Partner such information as is necessary for such Partner to prepare such Partner’s federal, state and local tax returns.
 
-2-

          5.5.    Tax Matters Partner.  The General Partner shall be the initial Tax Matters Partner and shall represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partners.
 
ARTICLE 6
DISSOLUTION
 
          6.1.    Dissolution.  The Partnership shall be dissolved upon the earliest to occur of the following:
 
                              (a)     December 31, 2050;
 
                              (b)     the sale of all or substantially all of the Partnership’s assets and properties;
 
                              (c)     the unanimous agreement of the Partners to effect such dissolution; or
 
                              (d)     the entry of an order of judicial dissolution under Section 8572 of the Act.
 
          6.2.    Liquidation.  Upon dissolution of the Partnership, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors.  The General Partner or in the event there is no General Partner, such Person or Persons as is designated by the Partners (the General Partner or such Person or Persons being hereinafter referred to as the “Liquidator”) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall cause distributions to be made in accordance with Section 6.3 hereof.
 
          6.3.    Distributions Upon Liquidation.  Upon dissolution of the Partnership, the Liquidator shall proceed to wind up the business and affairs of the Partnership and shall distribute the assets of the Partnership in the following order and priority:
 
                              (a)     First, to payment of the debts and liabilities of the Partnership (other than those to Partners) in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable.
 
                              (b)     Second, to payment of the expenses of liquidation of the Partnership in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities or debts owed to Partners.
 
                              (c)     Third, to the setting up of such reserves as the Partners may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business.
 
-3-

                              (d)     The balance of the proceeds, in accordance with the Percentage Interests of the Partners.
 
          6.4.    Reasonable Time for Winding Up.  A reasonable amount of time shall be allowed for the orderly winding up of the business and affairs of the Partnership in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Partnership assets.  This Agreement shall remain in full force and effect during the period of winding up.
 
          6.5.    Certificate of Cancellation.  Following the completion of the winding up of the affairs of the Partnership and the distribution of its assets, the Liquidator shall file all necessary certificates of cancellation required under the Act.
 
ARTICLE 7
DEFINITIONS AND RULES OF CONSTRUCTION
 
          7.1.    Definitions.
 
                    7.1.1.    The following terms, as used herein, shall have the following respective meanings:
 
                    “Act” means the Delaware Limited Partnership Act, as amended from time to time.
 
                    “Agreement” means this Second Amended and Restated Agreement of Limited Partnership, as amended or restated from time to time.
 
                    “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.
 
                    “Fiscal Year” means the twelve month period ending December 31 of each year, unless otherwise provided pursuant to Section 5.2 of this Agreement.
 
                    “Interest” means the interest of a Partner in the Partnership representing such Partner’s rights, powers and privileges, as specified in this Agreement, including, without limitation, such Partner’s right to profits, losses, allocations and distributions and such Partner’s right to vote with respect to Partnership matters, and “Percentage Interest” means a Partner’s Interest expressed as a percentage of all Interests.
 
                    “Partners” means the General Partner and Limited Partner.
 
                    “Partnership” means the limited partnership which is the subject of this Agreement, as such limited partnership may from time to time be constituted.
 
                    “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, limited liability companies, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign.
 
-4-

                     “Tax Matters Partner” means the tax matters member as defined in Code Section 6231(a)(7).
 
                     “Transfer” means to sell, assign, transfer, give, donate, pledge, deposit, alienate, bequeath, devise or otherwise dispose of or encumber to any Person other than the Partnership.
 
          7.2.    Rules of Construction:  Unless the context otherwise requires, references to the plural shall include the singular and the singular shall include the plural, and the words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provisions of this Agreement.  Any use of the masculine, feminine or neuter herein shall be deemed to include a reference to each other gender.
 
ARTICLE 8
MISCELLANEOUS
 
          8.1.    Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions of said jurisdiction.
 
          8.2.    Entire Agreement.  This Agreement represents the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, arrangements and understandings between the parties relating to the subject matter hereto.
 
          8.3.    Binding Effect.  Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the Partners and their respective successors, heirs, and to the extent permitted, transfers and assigns.
 
          8.4.    Additional Documents.  Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge, and deliver any documents that may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.
 
          8.5.    Waiver of Action for Partition.  Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership property.
 
          8.6.    Headings.  The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.
 
          8.7.    Notice.  Notices to the Partners shall be deemed sufficiently given if delivered by hand, mailed by certified mail, return receipt requested, postage prepaid, to the addresses provided in writing by any Partner to the other Partner or mailed via any reliable overnight courier service.
 
          8.8.    Non-Recourse.  No recourse shall be had for any obligation of Brandywine Realty Trust against any past, present or future trustee, shareholder, officer or employee thereof.
 
-5-

          8.9.    Execution of Documents.  The Partners agree that they shall execute such instruments as may be necessary or appropriate to carry out the terms of this Agreement and the actions contemplated thereby.
 
          8.10.    Amendment.  This Agreement may not be amended except by unanimous written agreement of all of the Partners.
 
          8.11.    Time is of Essence.  Time is of the essence in the performance of this Agreement.
 
          8.12.    Counterparts.  This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.
 
(signature page follows)
 
-6-

                    IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.
 
 	General Partner:	
 	 	 	 	 	 	 	
 	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	
 	 	 	 		 	 	
 	 	 	 	By:	/s/ Gerard H. Sweeney	
 	 	 	 	 		
 	 	 	 	 	Name:  Gerard H. Sweeney	
 	 	 	 	 	Title:  President & CEO 	

 
 	Limited 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	
 	 	 	 		 	 	
 	 	 	 	By:	/s/ Gerard H. Sweeney	
 	 	 	 	 		
 	 	 	 	 	Name:  Gerard H. Sweeney	
 	 	 	 	 	Title:  President & CEO	

EXHIBIT 3.169
 
 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	FILED 09:05  AM  03/20/2001	
 	010135423 – 3370553	
 
STATE OF DELAWARE
CERTIFICATE OF LIMITED PARTNERSHIP
 
RADNOR PROPERTIES-555 L.A, L.P.
 
          THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:
 
          FIRST: The name of the limited partnership is Radnor Properties-555 LA, L.P.
 
          SECOND: The name and address of the Registered Agent is:
 
 	Corporation Service Company	
 	2711 Centerville Road, Suite 400	
 	Wilmington, Delaware 19808.	
 
          THIRD: The name and mailing address of the general partner is as follows:
 
 	Radnor GP-555 L.A, L.L.C.	
 	Plymouth Meeting Office Campus	
 	600 W. Germantown Pike, Suite 221	
 	Plymouth Meeting, PA 19462	
 
          IN WITNESS WHEREOF, the undersigned have executed this Certificate of Limited Partnership of Radnor Properties-555 L.A, L.P. as of the 19th day of March, 2001.
 
 	 	GENERAL PARTNER:	
 	 	 	
 	 	RADNOR GP-555 L.A, L.L.C.	
 	 	 	
 	By:	/s/ Frank J. Ferro	
 	 		
 	 	Frank J. Ferro, Executive Vice President	

EXHIBIT 3.170

 
SECOND AMENDED AND RESTATED
 
AGREEMENT OF LIMITED PARTNERSHIP
 
OF
 
RADNOR PROPERTIES-555 LA, L.P.
 
A Delaware Limited Partnership

 

                    THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Radnor Properties-555 LA, L.P. (the “Partnership”) is made and entered into as of this 14th day of April, 2005, by and between Radnor Properties Associates-II, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Radnor GP-555 LA L.L.C., a Delaware limited liability company, as the general partner (“General Partner” and together with the Limited Partner, the “Partners”).  This Agreement amends and restates in its entirety the Partnership’s Amended and Restated Agreement of Limited Partnership dated January 1, 2004 by and between the Partners.  Capitalized terms are defined below.
 
                    NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound, the Partners hereby agree as follows:
 
ARTICLE 1
GENERAL PROVISIONS
 
          1.1.    Formation.  The Partnership is an existing Delaware limited partnership originally formed and organized on March 20, 2001 pursuant to the provisions of the Act.
 
          1.2.    Name.  The name of the Partnership is RADNOR PROPERTIES-555 LA, L.P. or such other name as the General Partner from time to time may select.
 
          1.3.    Place of Business.  The principal place of business of the Partnership shall be at 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, or such other place as the General Partner may from time to time designate.  The Partnership may maintain such other offices at such other places as the General Partner deems advisable.
 
          1.4.    Purpose.  The Partnership is organized to pursue any lawful purpose.
 
          1.5.    Term.  The Partnership shall continue until the Partnership is terminated in accordance with the terms of this Agreement.
 
ARTICLE 2
CAPITAL MATTERS
 
          2.1.    Additional Capital Contributions or Loans.  No Partner shall be obligated or required to make any additional capital contributions or advance any funds to the Partnership unless all of the Partners unanimously agree to do so and unanimously agree as to the amount to be so contributed.
 
          2.2.    Allocations and Distributions.  All allocations of profits and losses and all distributions of cash shall be made in accordance with the Partners’ Percentage Interests.  The Percentage Interest of the General Partner shall be one-half percent (0.5%), and the Percentage Interest of the Limited Partner shall be ninety nine and on-half percent (99.5%). Distributions out of funds legally available therefor shall be made at such times as the General Partner determines.

 
ARTICLE 3
MANAGEMENT
 
                    3.1.1.    Management and Control.  The General Partner shall manage and control the business and affairs of the Partnership and shall have all of the rights and powers which may be possessed by a general partner under the Act.  Except as otherwise required under the Act or as provided herein, the General Partner shall make all decisions with respect to the business and affairs of the Partnership, and the Limited Partner shall have no right to participate in the management of the Partnership.
 
ARTICLE 4
TRANSFERS OF PARTNER INTERESTS
 
          4.1.    Restriction.  A Partner shall not, without the consent of the other Partner, make any Transfer of all or any portion of its Interest.
 
          4.2.    Transfer in Violation of Agreement.  Any purported Transfer of an Interest which is not made in compliance with this Agreement shall be null and void ab initio and of no force or effect whatsoever.
 
ARTICLE 5
FINANCIAL MATTERS
 
          5.1.    Records.  The Partnership shall maintain at its principal place of business:  (i) true and full information regarding the status of the business and financial affairs of the Partnership; (ii) a current list of the name and last known address of each of its Partners; (iii) a copy of this Agreement and the Partnership’s Certificate of Limited Partnership and all amendments thereto; (iv) the accounting books and records and minutes of proceedings of the Partners; and (v) any other information regarding the affairs of the Partnership as the General Partner determines is just and reasonable.
 
          5.2.    Fiscal Year.  Unless otherwise designated by the Partners, the fiscal year of the Partnership shall end on December 31.
 
          5.3.    Partnership Funds.  Pending application or distribution, the funds of the Partnership shall be deposited in such bank accounts, or invested in such interest-bearing or non-interest-bearing investments, including without limitation, federally insured checking and savings accounts, certificates of deposit and time or demand-deposits in U.S. government agencies or government backed securities or such other investments as the General Partner deems appropriate and consistent with the maintenance of Brandywine Realty Trust’s qualification as a real estate investment trust under the Code.
 
          5.4.    Tax Returns.  The General Partner shall cause all tax returns for the Partnership to be prepared and timely filed with the appropriate authorities and shall deliver or cause to be delivered to each Partner such information as is necessary for such Partner to prepare such Partner’s federal, state and local tax returns.
 
-2-

          5.5.    Tax Matters Partner.  The General Partner shall be the initial Tax Matters Partner and shall represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partners.
 
ARTICLE 6
DISSOLUTION
 
          6.1.    Dissolution.  The Partnership shall be dissolved upon the earliest to occur of the following:
 
                              (a)     December 31, 2050;
 
                              (b)     the sale of all or substantially all of the Partnership’s assets and properties;
 
                              (c)     the unanimous agreement of the Partners to effect such dissolution; or
 
                              (d)     the entry of an order of judicial dissolution under Section 8572 of the Act.
 
          6.2.    Liquidation.  Upon dissolution of the Partnership, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors.  The General Partner or in the event there is no General Partner, such Person or Persons as is designated by the Partners (the General Partner or such Person or Persons being hereinafter referred to as the “Liquidator”) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall cause distributions to be made in accordance with Section 6.3 hereof.
 
          6.3.    Distributions Upon Liquidation.  Upon dissolution of the Partnership, the Liquidator shall proceed to wind up the business and affairs of the Partnership and shall distribute the assets of the Partnership in the following order and priority:
 
                              (a)     First, to payment of the debts and liabilities of the Partnership (other than those to Partners) in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable.
 
                              (b)     Second, to payment of the expenses of liquidation of the Partnership in the order of priority provided by law, provided that the Partnership shall first pay, to the extent permitted by law, liabilities or debts owed to Partners.
 
                              (c)     Third, to the setting up of such reserves as the Partners may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business.
 
-3-

                              (d)     The balance of the proceeds, in accordance with the Percentage Interests of the Partners.
 
          6.4.    Reasonable Time for Winding Up.  A reasonable amount of time shall be allowed for the orderly winding up of the business and affairs of the Partnership in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Partnership assets.  This Agreement shall remain in full force and effect during the period of winding up.
 
          6.5.    Certificate of Cancellation.  Following the completion of the winding up of the affairs of the Partnership and the distribution of its assets, the Liquidator shall file all necessary certificates of cancellation required under the Act.
 
ARTICLE 7
DEFINITIONS AND RULES OF CONSTRUCTION
 
          7.1.    Definitions.
 
                    7.1.1.    The following terms, as used herein, shall have the following respective meanings:
 
                    “Act” means the Delaware Limited Partnership Act, as amended from time to time.
 
                    “Agreement” means this Second Amended and Restated Agreement of Limited Partnership, as amended or restated from time to time.
 
                    “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.
 
                    “Fiscal Year” means the twelve month period ending December 31 of each year, unless otherwise provided pursuant to Section 5.2 of this Agreement.
 
                    “Interest” means the interest of a Partner in the Partnership representing such Partner’s rights, powers and privileges, as specified in this Agreement, including, without limitation, such Partner’s right to profits, losses, allocations and distributions and such Partner’s right to vote with respect to Partnership matters, and “Percentage Interest” means a Partner’s Interest expressed as a percentage of all Interests.
 
                    “Partners” means the General Partner and Limited Partner.
 
                    “Partnership” means the limited partnership which is the subject of this Agreement, as such limited partnership may from time to time be constituted.
 
                    “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, limited liability companies, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign.
 
-4-

                     “Tax Matters Partner” means the tax matters member as defined in Code Section 6231(a)(7).
 
                    “Transfer” means to sell, assign, transfer, give, donate, pledge, deposit, alienate, bequeath, devise or otherwise dispose of or encumber to any Person other than the Partnership.
 
          7.2.    Rules of Construction:  Unless the context otherwise requires, references to the plural shall include the singular and the singular shall include the plural, and the words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provisions of this Agreement.  Any use of the masculine, feminine or neuter herein shall be deemed to include a reference to each other gender.
 
ARTICLE 8
MISCELLANEOUS
 
          8.1.    Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions of said jurisdiction.
 
          8.2.    Entire Agreement.  This Agreement represents the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, arrangements and understandings between the parties relating to the subject matter hereto.
 
          8.3.    Binding Effect.  Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the Partners and their respective successors, heirs, and to the extent permitted, transfers and assigns.
 
          8.4.    Additional Documents.  Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge, and deliver any documents that may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.
 
          8.5.    Waiver of Action for Partition.  Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership property.
 
          8.6.    Headings.  The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.
 
          8.7.    Notice.  Notices to the Partners shall be deemed sufficiently given if delivered by hand, mailed by certified mail, return receipt requested, postage prepaid, to the addresses provided in writing by any Partner to the other Partner or mailed via any reliable overnight courier service.
 
          8.8.    Non-Recourse.  No recourse shall be had for any obligation of Brandywine Realty Trust against any past, present or future trustee, shareholder, officer or employee thereof.
 
-5-

          8.9.    Execution of Documents.  The Partners agree that they shall execute such instruments as may be necessary or appropriate to carry out the terms of this Agreement and the actions contemplated thereby.
 
          8.10.   Amendment.  This Agreement may not be amended except by unanimous written agreement of all of the Partners.
 
          8.11.   Time is of Essence.  Time is of the essence in the performance of this Agreement.
 
          8.12.   Counterparts.  This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.
 
(signature page follows)
 
-6-

                    IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.
 
 	General Partner:	
 	 	 	 	 	 	 	
 	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 & CEO	

 
 	Limited 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	

 	 	 	 	By:	/s/  Gerard H. Sweeney	
 	 	 	 	 		
 	 	 	 	 	Name:  Gerard H. Sweeney	
 	 	 	 	 	Title:  President & CEO	

EXHIBIT 3.171
 
CERTIFICATE OF FORMATION
OF
BRANDYWINE BYBERRY LLC

1. The name of the limited liability company is Brandywine Byberry LLC.
          2. The address of its registered office in the State of Delaware and New Castle County shall be 1313 North Market Street, Suite 5100, Wilmington, Delaware 19801. The registered agent at such address shall be PHS Corporate Services, Inc.
          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Brandywine Byberry LLC effective as of this 5th day of January, 2005.
 	/s/ Heather L. Reid	
 		
 	Heather L. Reid	
 	Authorized Person	

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 04:58 PM 01/05/2005	
 	Filed 04:55 PM 01/05/2005	
 	SRV 050009754 – 3907908 FILE	

1

EXHIBIT 3.172
 
BRANDYWINE BYBERRY LLC
 
OPERATING AGREEMENT
 
                    THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 19th day of February, 2005 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), the only admitted member of Brandywine Byberry LLC, a Delaware limited liability company (the “Company”), and the Company.
 
          1.       Organization.  BOP organizes the Company as a limited liability company under the Delaware Limited Liability Company Act, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Formation to be prepared, executed and filed with the Secretary of State of the State of Delaware on the same date as first above written.
 
          2.        Purpose.  The Company is organized to pursue any lawful purpose except for the purposes of banking or insurance.
 
          3.        Term.  The term of the Company shall commence upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware and shall continue until terminated by BOP, at which time BOP shall file a Certificate of Dissolution with the Secretary of State of the State of Delaware.
 
          4.        Principal Place of Business.  The Company’s principal place of business in the State of Delaware shall be such place as BOP, in its discretion, shall determine.
 
          5.        Management.  The Company shall be managed by BOP.  BOP hereby designates as its agents the individuals identified on Exhibit A (the “Individuals”), in the capacities identified on Exhibit A.  While serving in such capacities, the Individuals shall have active management of the operations of the Company, including, without limitation, the power and authority to execute and deliver in the name of and on behalf of the Company any and all documents which any of them may deem necessary, desirable or appropriate, subject, however, to the control of BOP, and shall make such reports of the affairs of the Company to BOP as BOP may require.  Such designation by BOP shall not cause any member to cease to be a member of the Company, nor shall such designation be deemed to confer member status, rights or interests upon the Individuals.  Such designation notwithstanding, BOP retains the power and authority to manage and control the business and affairs of the Company, including the right to remove and replace any Individual as its agent.
 
          6.        Limitation of Liability.  No person designated pursuant to this Agreement as authorized to act on behalf of the Company shall be liable, responsible or accountable, in damages or otherwise, to any member of the Company or to the Company for any action or inaction performed (or not performed) in good faith by him with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.
 
          7.        Additional Members.  Additional members shall be admitted only upon the written agreement of BOP.  The terms and conditions of this Agreement may not be modified or amended except by a written agreement signed by BOP.
 
-1-

          8.        Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of law rules in that jurisdiction.
 
[Signature Page to Follow]
 
-2-

                    IN WITNESS WHEREOF, the undersigned has, through its duly authorized representative, set its hand as of the date first written above.
 
 	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	

EXHIBIT A
 
 	Gerard H. Sweeney	-	President, Chief Executive Officer	
 	Christopher P. Marr	-	Senior Vice President and Chief Financial Officer	
 	H. Jeffrey DeVuono	-	Senior Vice President and Assistant Secretary	
 	Brad A. Molotsky	-	Senior Vice President, General Counsel, Corporate Secretary	
 	Anthony S. Rimikis	-	Senior Vice President and Assistant Secretary	
 	David Ryder	-	Senior Vice President and Assistant Secretary	
 	George D. Sowa	-	Senior Vice President and Assistant Secretary 	
 	George Hasenecz	-	Vice President and Assistant Secretary	
 	George D. Johnstone	-	Vice President and Assistant Secretary	
 	Margaret Kornblum	-	Vice President and Assistant Secretary	
 	Timothy M. Martin	-	Vice President of Finance and Chief Accounting Officer	
 	William D. Redd	-	Vice President and Assistant Secretary	
 	Philip M. Schenkel	-	Vice President and Assistant Secretary	
 	H. Leon Shadowen, Jr.	-	Vice President and Assistant Secretary	
 	Jean Sitler	-	Vice President and Assistant Secretary	
 	Suzanne Stumpf	-	Vice President and Assistant Secretary	
 	Jeffrey R. Weinstein	-	Vice President and Assistant Secretary	
 	Thomas Caputo	-	Vice President and Assistant Secretary	
 
-4-

EXHIBIT 3.173
 
CERTIFICATE OF FORMATION
OF
BRANDYWINE MIDATLANTIC LLC

          1. The name of the limited liability company is Brandywine Midatlantic LLC.
          2. The address of its registered office in the State of Delaware and New Castle County shall be 1313 North Market Street, Suite 5100, Wilmington, Delaware 19801. The registered agent at such address shall be PHS Corporate Services, Inc.
          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Brandywine Midatlantic LLC effective as of this 10th day of September, 2004.
 	/s/ Heather L. Reid	
 		
 	Heather L. Reid	
 	Authorized Person	

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 03:39 PM 09/10/2004	
 	Filed 03:45 PM 09/10/2004	
 	SRV 040658097 – 3853306 FILED	

1

EXHIBIT 3.174
 
BRANDYWINE MIDATLANTIC LLC
 
OPERATING AGREEMENT
 
                    THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 10th day of September, 2004 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), the only admitted member of Brandywine Midatlantic LLC, a Delaware limited liability company (the “Company”), and the Company.
 
          1.       Organization.  BOP organizes the Company as a limited liability company under the Delaware Limited Liability Company Act, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Formation to be prepared, executed and filed with the Secretary of State of the State of Delaware on the same date as first above written.
 
          2.       Purpose.  The Company is organized to pursue any lawful purpose except for the purposes of banking or insurance.
 
          3.       Term.  The term of the Company shall commence upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware and shall continue until terminated by BOP, at which time BOP shall file a Certificate of Dissolution with the Secretary of State of the State of Delaware.
 
          4.       Principal Place of Business.  The Company’s principal place of business in the State of Delaware shall be such place as BOP, in its discretion, shall determine.
 
          5.       Management.  The Company shall be managed by BOP.  BOP hereby designates as its agents, in the capacities set forth herein, the following individuals: Gerard H. Sweeney, as President and Chief Executive Officer, Christopher P. Marr, as Senior Vice President and Chief Financial Officer, and Brad A. Molotsky, as Senior Vice President, General Counsel and Secretary (the “Individuals”).  While serving in such capacities, the Individuals shall have active management of the operations of the Company, including, without limitation, the power and authority to execute and deliver in the name of and on behalf of the Company any and all documents which any of them may deem necessary, desirable or appropriate, subject, however, to the control of BOP, and shall make such reports of the affairs of the Company to BOP as BOP may require.  Such designation by BOP shall not cause any member to cease to be a member of the Company, nor shall such designation be deemed to confer member status, rights or interests upon the Individuals.  Such designation notwithstanding, BOP retains the power and authority to manage and control the business and affairs of the Company, including the right to remove and replace any Individual as its agent.
 
          6.       Limitation of Liability.  No person designated pursuant to this Agreement as authorized to act on behalf of the Company shall be liable, responsible or accountable, in damages or otherwise, to any member of the Company or to the Company for any action or inaction performed (or not performed) in good faith by him with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.
 
-1-

          7.       Additional Members.  Additional members shall be admitted only upon the written agreement of BOP.  The terms and conditions of this Agreement may not be modified or amended except by a written agreement signed by BOP.
 
          8.       Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of law rules in that jurisdiction.
 
[Signature Page to Follow]
 
-2-

                    IN WITNESS WHEREOF, the undersigned has, through its duly authorized representative, set its hand as of the date first written above.
 
 	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	

EXHIBIT 3.175
 
Microfilm Number ________________________	 	Filed with the Department of State on DEC 10 1998	
 	 	 	
Entity Number  2849754	 	/s/ [ILLEGIBLE]	
 	 		
 	 	Acting Secretary of the Commonwealth	
 
CERTIFICATE OF ORGANIZATION-DOMESTIC LIMITED LIABILITY COMPANY
DSCB. 15-8912 (Rev 95)
 
          In compliance with the requirements of 15 Pa.C.S. § 8913 (relating to certificate or organization), the undersigned, desiring to organize a limited liability company, hereby state(s) that:
 
1.	The name of the limited liability company is:          TRC One Logan, L.L.C.	
 	 	
2.	The (a) address of this limited liability company’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 
 	 	Plymouth Meeting Executive Campus	 	 	 	 	
 	(a)	600 West Germantown Pike, Suite 221	Plymouth Meeting,	PA	19462	Montgomery	
 	 						
 	 	Number and Street	City	State	Zip	County	
 
 	(b)	c/o:	N/A	 	 	 	
 	 	 		 	 		
 	 	 	Name of Commercial Registered Office Provider	 	 	County	
 
 	For a limited liability company represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited liability company is located for venue and official publication purposes.	
 	 	
3.	The name and address, including street and number, if any, of each organizer are:	
 
 	NAME	ADDRESS	
 			
 	Frank J. Ferro	4100 One Commerce Square, 2005 Market Street	
 	 	Philadelphia, PA 19103-7041	
 
4.	(Strike out if inapplicable): A member’s interest in the company is to be evidenced by a certificate of membership interest:	
 	 	
5.	(Strike out if inapplicable): Management of the company is vested in a manager or managers.	
 	 	
6.	The specified effective date, if any is: N/A	
 
 	Month	Day	Year	Hour, if any	
 
7.	(Strike out if inapplicable): The company is a restricted professional company organized to render the following restricted professional service(s):	

 	 	

 		
 	 	
8.	For additional provisions of the certificate, If any, attach an 8 1/2 x 11 sheet.	
 	 	
 	IN TESTIMONY WHEREOF, the organizer(s) has (have) signed this Certificate of Organization this 18th day of December, 1998.	

 	/s/ Frank J. Ferro	
 		
 	Frank J. Ferro	

 
2004091 - 330
 
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
 
Certificate of Amendment-Domestic
(15 Pa.C.S.)
 
Entity Number	 	
2849754	 Limited Partnership (§ 8512)	
 	 Limited Liability Company (§ 8951)	
 
Name	Pepper Hamilton LLP	 	Document will be returned to the name and address you enter to the left.	
________________________________________________________________________________		
Address	200 One Keystone Plaza	 	 	
 	North Front and Market Streets	 	 <=	
 	P.O. Box 1101	 	 	
________________________________________________________________________________	 	
City	State	Zip Code	 	
Harrisburg,	PA	17108-1181	 	
________________________________________________________________________________	 	
 
Fee: $70
 
 	Filed in the Department of State on SEP 22 2004	
 	 	
 	/s/ [ILLEGIBLE]	
 		
 	Secretary of the Commonwealth	
 
     In compliance with the requirements of the applicable provisions (relating to certificate of amendment), the undersigned, desiring to amend its Certificate of Limited Partnership/Organization, hereby certifies that:
 
1.	The name of the limited partnership/limited liability company is:	
TRC One Logan, L.L.C.	
 	 	
2.	The date of filing of the original Certificate of Limited Partnership/Organization: 12/10/1998	
 	 	
3.	Check, and if appropriate complete, one of the following:	
 	 	
 	The amendment adopted by the limited partnership/limited liability company, set forth in full, is as follows:	

 	

 	The amendment adopted by the limited partnership/limited liability company is set forth in full in Exhibit A attached hereto and made a part hereof.	
 	 	
4.	Check, and if appropriate complete, one of the following	
 	 	
 	The amendment shall be effective upon filing this Certificate of Amendment in the Department of State.	
 	 	
 	The amendment shall be effective on:__________ at__________.	
 	Date	Hour	 	

 
2004091 - 331
 
5.	Check if the amendment restates the Certificate of Limited Partnership/Organization:	
 	 	
 	The restated Certificate of Limited partnership/Organization supersedes the original Certificate of Limited Partnership/Organization and all previous amendments thereto.	
 
 	IN TESTIMONY WHEREOF, the undersigned limited partnership/limited liability company has caused this Certificate of Amendment to be executed this	
 	 	
 	21st day of September, 2004.	
 	 	
 	TRC One Logan, L.L.C.	
 		
 	Name of Limited Partnership/Limited Liability Company	
 	 	
 	/s/Gerard H. Sweeney	
 		
 	Signature	
 	 	
 	President & CEO	
 		
 	Title	

 
2004091 - 332
 
EXHIBIT A
 
CERTIFICATE OF AMENDMENT
 
OF
 
TRC ONE LOGAN, L.L.C.
 
The Certificate of Organization of TRC One Logan, L.L.C. shall be amended as follows:
 
          1. The name of the limited liability company is Brandywine One Logan LLC.
 
          2. The address of the limited liability company’s initial registered office in this Commonwealth and in the county of venue is 401 Plymouth Road, Suite 500, Plymouth Meeting, Pennsylvania 19462, County of Montgomery.

EXHIBIT 3.176
 
BRANDYWINE ONE LOGAN LLC
 
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
 
                    THIS AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2005 by and between Brandywine Midatlantic LP, a Delaware limited partnership (f/k/a The Rubenstein Company, L.P.) (“BMLP”), the only admitted member of Brandywine One Logan LLC, a Pennsylvania limited liability company (f/k/a TRC One Logan, L.L.C.) (the “Company”), and the Company.  This Agreement amends and restates in its entirety the Company’s Limited Liability Company Agreement dated December 18, 1998 by and between BMLP and the Company. 
 
          1.        Organization.  The Company is an existing Pennsylvania limited liability company originally formed and organized on December 10, 1998 pursuant to the provisions of the Pennsylvania Limited Liability Company Act.
 
          2.        Purpose.  The Company is organized to pursue any lawful purpose except for the purposes of banking or insurance.
 
          3.        Term.  The term of the Company shall continue until terminated by BMLP, at which time BMLP shall file a Certificate of Dissolution with the Secretary of State of the Commonwealth of Pennsylvania.
 
          4.        Principal Place of Business.  The Company’s principal place of business in the Commonwealth of Pennsylvania shall be such place as BMLP, in its discretion, shall determine.
 
          5.        Management.  The Company shall be managed by BMLP.  BMLP hereby designates as its agents, in the capacities set forth herein, the following individuals: Gerard H. Sweeney, as President and Chief Executive Officer, Christopher P. Marr, as Senior Vice President and Chief Financial Officer, and Brad A. Molotsky, as Senior Vice President, General Counsel and Secretary (the “Individuals”).  While serving in such capacities, the Individuals shall have active management of the operations of the Company, including, without limitation, the power and authority to execute and deliver in the name of and on behalf of the Company any and all documents which any of them may deem necessary, desirable or appropriate, subject, however, to the control of BMLP, and shall make such reports of the affairs of the Company to BMLP as BMLP may require.  Such designation by BMLP shall not cause any member to cease to be a member of the Company, nor shall such designation be deemed to confer member status, rights or interests upon the Individuals.  Such designation notwithstanding, BMLP retains the power and authority to manage and control the business and affairs of the Company, including the right to remove and replace any Individual as its agent.
 
          6.        Limitation of Liability.  No person designated pursuant to this Agreement as authorized to act on behalf of the Company shall be liable, responsible or accountable, in damages or otherwise, to any member of the Company or to the Company for any action or inaction performed (or not performed) in good faith by him with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.

 
          7.        Additional Members.  Additional members shall be admitted only upon the written agreement of BMLP.  The terms and conditions of this Agreement may not be modified or amended except by a written agreement signed by BMLP.
 
          8.        Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of law rules in that jurisdiction.
 
[Signature Page to Follow]
 
-2-

                    IN WITNESS WHEREOF, the undersigned has, through its duly authorized representative, set its hand as of the date first written above.
 
 	BRANDYWINE MIDATLANTIC LP	
 	 	
 	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 & CEO	

EXHIBIT 3.177
 
CERTIFICATE OF FORMATION
 
OF
 
TRC ONE RODNEY SQUARE, L.L.C.

 
          1. The name of the limited liability company is TRC One Rodney Square, L.L.C.
 
          2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808-1643. The name of its registered agent at such address is Corporation Service Company.
 
          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 14th day of August, 2001.
 
 	/s/ Frank J. Ferro	
 		
 	Frank J. Ferro	
 	Authorized Person	
 
STATE OF DELAWARE	 	
SECRETARY OF STATE	 	
DIVISION OF CORPORATIONS	 	
FILED 09:00 AM 08/14/2001	 	
010397358  –  3418529	 	

 
 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	DELIVERED 05:10 PM 09/22/2004	
 	FILED 05:15 PM 09/22/2004	
 	SRV 040686726 - 3418529 FILE	
 
CERTIFICATE OF AMENDMENT
OF
TRC ONE RODNEY SQUARE, L.L.C.
 
                    1. The name of the limited liability company is TRC One Rodney Square, L.L.C.
 
                    2. The Certificate of Formation of the limited liability company is hereby amended as follows:
 
                    The name of the limited liability company is being amended to read:
                    “Brandywine One Rodney Square LLC”
 
                    3. This Certificate of Amendment shall be effective upon filing.
 
                    IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of TRC One Rodney Square, L.L.C. this 21st day of September, 2004.
 
 	Brandywine Midatlantic LP, its Sole 	
 	Member	
 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	Name: Gerard H. Sweeney	
 	Title: President and Chief Executive Officer	

EXHIBIT 3.178
 
BRANDYWINE ONE RODNEY SQUARE LLC
 
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
 
                    THIS AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2005 by and between Brandywine Midatlantic LP, a Delaware limited partnership (f/k/a The Rubenstein Company, L.P.) (“BMLP”), the only admitted member of Brandywine One Rodney Square LLC, a Delaware limited liability company (f/k/a TRC One Rodney Square, L.L.C.) (the “Company”), and the Company.  This Agreement amends and restates in its entirety the Company’s Limited Liability Company Agreement dated September 7, 2001 by and between BMLP and the Company.
 
          1.       Organization.  The Company is an existing Delaware limited liability company originally formed and organized on August 14, 2001 pursuant to the provisions of the Delaware Limited Liability Company Act.
 
          2.       Purpose.  The Company is organized to pursue any lawful purpose except for the purposes of banking or insurance.
 
          3.       Term.  The term of the Company shall continue until terminated by BMLP, at which time BMLP shall file a Certificate of Dissolution with the Secretary of State of the State of Delaware.
 
          4.       Principal Place of Business.  The Company’s principal place of business in the State of Delaware shall be such place as BMLP, in its discretion, shall determine.
 
          5.       Management.  The Company shall be managed by BMLP.  BMLP hereby designates as its agents, in the capacities set forth herein, the following individuals: Gerard H. Sweeney, as President and Chief Executive Officer, Christopher P. Marr, as Senior Vice President and Chief Financial Officer, and Brad A. Molotsky, as Senior Vice President, General Counsel and Secretary (the “Individuals”).  While serving in such capacities, the Individuals shall have active management of the operations of the Company, including, without limitation, the power and authority to execute and deliver in the name of and on behalf of the Company any and all documents which any of them may deem necessary, desirable or appropriate, subject, however, to the control of BMLP, and shall make such reports of the affairs of the Company to BMLP as BMLP may require.  Such designation by BMLP shall not cause any member to cease to be a member of the Company, nor shall such designation be deemed to confer member status, rights or interests upon the Individuals.  Such designation notwithstanding, BMLP retains the power and authority to manage and control the business and affairs of the Company, including the right to remove and replace any Individual as its agent.
 
          6.       Limitation of Liability.  No person designated pursuant to this Agreement as authorized to act on behalf of the Company shall be liable, responsible or accountable, in damages or otherwise, to any member of the Company or to the Company for any action or inaction performed (or not performed) in good faith by him with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.

 
          7.       Additional Members.  Additional members shall be admitted only upon the written agreement of BMLP.  The terms and conditions of this Agreement may not be modified or amended except by a written agreement signed by BMLP.
 
          8.       Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of law rules in that jurisdiction.
 
[Signature Page to Follow]
 
-2-

                    IN WITNESS WHEREOF, the undersigned has, through its duly authorized representative, set its hand as of the date first written above.
 
 	BRANDYWINE MIDATLANTIC LP	
 	 	 	 	 	
 	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 & CEO	

EXHIBIT 3.179
 
200094 - 70
 
Microfilm Number _______________	Filed with the Department of State on DEC 20 2000	
 	 	
Entity Number 2978603	/s/ [ILLEGIBLE]	
 		
 	Secretary of the Commonwealth	
 
CERTIFICATE OF ORGANIZATION-DOMESTIC LIMITED LIABILITY COMPANY
DSCB: 15-8913 (Rev 95)
 
          In compliance with the requirements of 15 Pa.C.S. § 8913 (relating to certificate of organization), the undersigned, desiring to organize a limited liability company, hereby state(s) that:
 
1.	The name of the limited liability company is: TRC Radnor Center, L.L.C.	

 	 	
2.	The (a) address of this limited liability company’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	
 	          Plymouth Meeting Executive Campus	
 
 	(a)	600 W. Germantown Pike, Suite 221	Plymouth Meeting	PA	19462	Montgomery	
 	 						
 	 	Number and Street	City	State	Zip	County	
 
 	(b)	c/o: ___________________________________________________________________________________________	
 	 	Name of Commercial Registered Office Provider	County	
 	 	 	
 	For a limited liability company represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited liability company is located for venue and official publication purposes.	
 	 	 	
3.	The name and address, including street and number, if any, of each organizer are:	
 
 	NAME	 	ADDRESS	
 		 		
 	Frank J. Ferro	 	2005 Market Street, Philadelphia, PA 19103-7041	

 	 	 	 	

4.	(Strike out if inapplicable):	
 	 	
5.	(Strike out if inapplicable): Management of the company is vested in a manager or managers.	
 	 	
6.	The specified effective date, if any is:           12          31          2000           5:00 P.M.  	
 	                                                                    month     day          year          hour, if any	
 	 	
7.	(Strike out if inapplicable):	

 	 	

 		
 	 	
8.	For additional provisions of the certificate, if any, attach an 8 1/2 x 11 sheet.	

 
200094 - 71
 
DSCB: 15-8913 (Rev 95)-2
 
          IN TESTIMONY WHEREOF, the organizer(s) has (have) signed this Certificate of Organization this 19th day of December, 2000.
 
/s/ Frank J. Ferro	 	
	 	
Frank J. Ferro	 	

	 	
(Signature)	 	

(Signature)	 	

 
2002037 - 441
 
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
 
Certificate of Change of Registered Office
Limited Liability Company
(15 P.C.S. § 8906)
 
Entity Number	 	
2978603	 	
 
Name	 	 	Document will be returned to the name and address you enter to the left.	
______________________________________________________________________________		
Address	 	 		
______________________________________________________________________________	<=	
City	State	Zip Code	 	
______________________________________________________________________________	 	
 
Fee: $52	Filed in the Department of State on APR 16 2002	
 	 	
 	/s/ [ILLEGIBLE]	
 		
 	Acting Secretary of the Commonwealth	
 
                    In compliance with the requirements of the 15 Pa.C.S. § 8906 (relating to change of registered office) the undersigned limited liability company, desiring to effect a change of registered office, hereby states that:
 
1.	The name of the company is:	
TRC Radnor Center, L.L.C.	

2.	The (a) address of the company’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department:	
 	 	
 	(a) Number and street                                         City                     State              Zip                     County	
 	600 West Germantown, Pike, Suite 221,   Plymouth Meeting,   Pennsylvania   19462	

 	(b) Name of Commercial Registered Office Provider	County	
c/o:	 	

3.	Complete part (a) or (b):	
 	 	
 	(a) The address to which the registered office of the company in this Commonwealth is to be changed is:	
 
 	100 Matsonford Road, Bldg. #2, Suite 205, 	Radnor,	Pennsylvania	19087	 	
 						
 	Number and street	City	State	Zip	County	
 
 	(b) The registered office of the company shall be provided by:	
 	 	
c/o:	 	
		
 	(b) Name of Commercial Registered Office Provider	County	

 
2002037 - 442
 
DSCB: 15-8906-2
 
 	IN TESTIMONY WHEREOF, the undersigned has caused this Application for Registration to be signed by a duty authorized officer thereof this 10th day of April, 2002.	
 	 	 	
 	TRC RADNOR CENTER, L.L.C.,	
 	A Pennsylvania limited liability company	
 	 	 	
 	By:	/s/ Frank J. Ferro	
 	 		
 	 	Frank J. Ferro	
 	 	Executive Vice President	

 
2004091 - 333
 
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
 
Certificate of Amendment-Domestic
(15 Pa.C.S.)
 
Entity Number	 	 	
2978603	 	Limited Partnership (§ 8512)	
 	 	Limited Liability Company (§ 8951)	
 
Name	Pepper Hamilton LLP	 	Document will be returned to the name and address you enter to the left.	
______________________________________________________________________________		
Address	200 One Keystone Plaza	 	 	
 	North Front and Market Streets	 	 <=	
 	P.O. Box 1101	 	 	
______________________________________________________________________________	 	
City	State	Zip Code	 	
Harrisburg,	PA	17108-1181	 	
______________________________________________________________________________	 	
 
Fee: $70	Filed in the Department of State on SEP 22 2004	
 	 	
 	/s/ [ILLEGIBLE] 	
 		
 	Secretary of the Commonwealth	
 
          In compliance with the requirements of the applicable provisions (relating to certificate of amendment), the undersigned, desiring to amend its Certificate of Limited Partnership/Organization, hereby certifies that:
 
1.	The name of the limited partnership/limited liability company is:	
 	TRC Radnor Center, L.L.C.	

2.	The date of filing of the original Certificate of Limited Partnership/Organization: 12/20/2000	
 	 	
3.	Check, and if appropriate complete, one of the following:	
 	 	
 	The amendment adopted by the limited partnership/limited liability company, set forth in full, is as follows:	

 	 	

 	The amendment adopted by the limited partnership/limited liability company is set forth in full in Exhibit A attached hereto and made a part hereof.	
 	 	
4.	Check, and if appropriate complete, one of the following:	
 	 	
 	The amendment shall be effective upon filing this Certificate of Amendment in the Department of State.	
 	 	
 	The amendment shall be effective on:__________at__________.	
 	                                                                   Date                Hour	

 
2004091 - 334
 
DSCB:15-8512/8951-2
 
5.	Check if the amendment restates the Certificate of Limited Partnership/Organization:	
 	 	
 	The restated Certificate of Limited Partnership/Organization supersedes the original Certificate of Limited Partnership/Organization and all previous amendments thereto.	
 
 	IN TESTIMONY WHEREOF, the undersigned limited partnership/limited liability company has caused this Certificate of Amendment to be executed this	
 	 	
 	21st day of September, 2004.	
 	 	
 	TRC Radnor Center, L.L.C.	
 		
 	Name of Limited Partnership/Limited Liability Company	
 	 	
 	/s/ Gerard H. Sweeney	
 		
 	Signature	
 	 	
 	President & CEO	
 		
 	Title	

 
2004091- 335
 
EXHIBIT A
 
CERTIFICATE OF AMENDMENT
 
OF
 
TRC RADNOR CENTER, L.L.C.
 
The Certificate of Organization of TRC Radnor Center, L.L.C. shall be amended as follows:
 
          1.  The name of the limited  liability company is Brandywine Radnor Center LLC.
 
          2.  The address of the limited liability company’s initial registered office in this Commonwealth and in the county of venue is 401 Plymouth Road, Suite 500, Plymouth Meeting, Pennsylvania 19462, County of Montgomery.

EXHIBIT 3.180
 
BRANDYWINE RADNOR CENTER LLC
 
AMENDED AND RESTATED
OPERATING AGREEMENT
 
                    THIS AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2005 by and between Brandywine Midatlantic LP (f/k/a The Rubenstein Company, L.P.), a Delaware limited partnership (“BMLP”), the only admitted member of Brandywine Radnor Center LLC (f/k/a TRC Radnor Center, L.L.C., a Pennsylvania limited liability company (the “Company”), and the Company.  This Agreement amends and restates in its entirety the Company’s Operating Agreement dated January 1, 2001 by and between BMLP and the Company, as amended.
 
          1.       Organization.  The Company is an existing Pennsylvania limited liability company originally formed and organized on December 20, 2000 pursuant to the provisions of the Pennsylvania Limited Liability Company Act.
 
          2.       Purpose.  The Company is organized to pursue any lawful purpose except for the purposes of banking or insurance.
 
          3.       Term.  The term of the Company shall continue until terminated by BMLP, at which time BMLP shall file a Certificate of Dissolution with the Secretary of State of the Commonwealth of Pennsylvania.
 
          4.       Principal Place of Business.  The Company’s principal place of business in the Commonwealth of Pennsylvania shall be such place as BMLP, in its discretion, shall determine.
 
          5.       Management.  The Company shall be managed by BMLP.  BMLP hereby designates as its agents, in the capacities set forth herein, the following individuals: Gerard H. Sweeney, as President and Chief Executive Officer, Christopher P. Marr, as Senior Vice President and Chief Financial Officer, and Brad A. Molotsky, as Senior Vice President, General Counsel and Secretary (the “Individuals”).  While serving in such capacities, the Individuals shall have active management of the operations of the Company, including, without limitation, the power and authority to execute and deliver in the name of and on behalf of the Company any and all documents which any of them may deem necessary, desirable or appropriate, subject, however, to the control of BMLP, and shall make such reports of the affairs of the Company to BMLP as BMLP may require.  Such designation by BMLP shall not cause any member to cease to be a member of the Company, nor shall such designation be deemed to confer member status, rights or interests upon the Individuals.  Such designation notwithstanding, BMLP retains the power and authority to manage and control the business and affairs of the Company, including the right to remove and replace any Individual as its agent.
 
          6.       Limitation of Liability.  No person designated pursuant to this Agreement as authorized to act on behalf of the Company shall be liable, responsible or accountable, in damages or otherwise, to any member of the Company or to the Company for any action or inaction performed (or not performed) in good faith by him with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.

 
          7.       Additional Members.  Additional members shall be admitted only upon the written agreement of BMLP.  The terms and conditions of this Agreement may not be modified or amended except by a written agreement signed by BMLP.
 
          8.       Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of law rules in that jurisdiction.
 
[Signature Page to Follow]
 
-2-

                    IN WITNESS WHEREOF, the undersigned has, through its duly authorized representative, set its hand as of the date first written above.
 
 	BRANDYWINE MIDATLANTIC LP	
 	 	
 	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 & CEO	

EXHIBIT 3.181
 
CERTIFICATE OF FORMATION
OF
BRANDYWINE RADNOR 200 HOLDINGS LLC

          1. The name of the limited liability company is Brandywine Radnor 200 Holdings LLC.
          2. The address of its registered office in the State of Delaware and New Castle County shall be 1313 North Market Street, Suite 5100, Wilmington, Delaware 19801. The registered agent at such address shall be PHS Corporate Services, Inc.
          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Brandywine Radnor 200 Holdings LLC effective as of this 13th day of January, 2005.
 	/s/ Heather L. Reid	
 		
 	Heather L. Reid	
 	Authorized Person	

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 05:07 PM 01/13/05	
 	Filed 05:07 PM 01/13/05	
 	SRV 050032785 – 3912021 FILE	
1

EXHIBIT 3.182
 
BRANDYWINE RADNOR 200 HOLDINGS LLC
 
OPERATING AGREEMENT
 
                    THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 19th day of February, 2005 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), the only admitted member of Brandywine Radnor 200 Holdings LLC, a Delaware limited liability company (the “Company”), and the Company.
 
          1.       Organization.  BOP organizes the Company as a limited liability company under the Delaware Limited Liability Company Act, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Formation to be prepared, executed and filed with the Secretary of State of the State of Delaware on the same date as first above written.
 
          2.        Purpose.  The Company is organized to pursue any lawful purpose except for the purposes of banking or insurance.
 
          3.        Term.  The term of the Company shall commence upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware and shall continue until terminated by BOP, at which time BOP shall file a Certificate of Dissolution with the Secretary of State of the State of Delaware.
 
          4.        Principal Place of Business.  The Company’s principal place of business in the State of Delaware shall be such place as BOP, in its discretion, shall determine.
 
          5.        Management.  The Company shall be managed by BOP.  BOP hereby designates as its agents the individuals identified on Exhibit A (the “Individuals”), in the capacities identified on Exhibit A.  While serving in such capacities, the Individuals shall have active management of the operations of the Company, including, without limitation, the power and authority to execute and deliver in the name of and on behalf of the Company any and all documents which any of them may deem necessary, desirable or appropriate, subject, however, to the control of BOP, and shall make such reports of the affairs of the Company to BOP as BOP may require.  Such designation by BOP shall not cause any member to cease to be a member of the Company, nor shall such designation be deemed to confer member status, rights or interests upon the Individuals.  Such designation notwithstanding, BOP retains the power and authority to manage and control the business and affairs of the Company, including the right to remove and replace any Individual as its agent.
 
          6.        Limitation of Liability.  No person designated pursuant to this Agreement as authorized to act on behalf of the Company shall be liable, responsible or accountable, in damages or otherwise, to any member of the Company or to the Company for any action or inaction performed (or not performed) in good faith by him with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.
 
          7.        Additional Members.  Additional members shall be admitted only upon the written agreement of BOP.  The terms and conditions of this Agreement may not be modified or amended except by a written agreement signed by BOP.
 
-1-

          8.        Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of law rules in that jurisdiction.
 
[Signature Page to Follow]
 
-2-

                    IN WITNESS WHEREOF, the undersigned has, through its duly authorized representative, set its hand as of the date first written above.
 
 	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	

 
EXHIBIT A
 
 	Gerard H. Sweeney	-	President, Chief Executive Officer	
 	Christopher P. Marr	-	Senior Vice President and Chief Financial Officer	
 	H. Jeffrey DeVuono	-	Senior Vice President and Assistant Secretary	
 	Brad A. Molotsky	-	Senior Vice President, General Counsel, Corporate Secretary	
 	Anthony S. Rimikis	-	Senior Vice President and Assistant Secretary	
 	David Ryder	-	Senior Vice President and Assistant Secretary	
 	George D. Sowa	-	Senior Vice President and Assistant Secretary 	
 	George Hasenecz	-	Vice President and Assistant Secretary	
 	George D. Johnstone	-	Vice President and Assistant Secretary	
 	Margaret Kornblum	-	Vice President and Assistant Secretary	
 	Timothy M. Martin	-	Vice President of Finance and Chief Accounting Officer	
 	William D. Redd	-	Vice President and Assistant Secretary	
 	Philip M. Schenkel	-	Vice President and Assistant Secretary	
 	H. Leon Shadowen, Jr.	-	Vice President and Assistant Secretary	
 	Jean Sitler	-	Vice President and Assistant Secretary	
 	Suzanne Stumpf	-	Vice President and Assistant Secretary	
 	Jeffrey R. Weinstein	-	Vice President and Assistant Secretary	
 	Thomas Caputo	-	Vice President and Assistant Secretary	

EXHIBIT 3.183
 
CERTIFICATE OF FORMATION
 
OF
 
TRC 300 DELAWARE, L.L.C.

 
                    1. The name of the limited liability company is TRC 300 Delaware, L.L.C.
 
                    2. The address of its registered office in the State of Delaware is 1013 Centre Road, Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
 
                    IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 16th day of June, 1999.
 
 	/s/ John M. Bloxom, IV	
 		
 	John M. Bloxom, IV	

 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	FILED 01:00 PM 06/16/1999	
 	991245847 - 3057338	

 
CERTIFICATE OF AMENDMENT
OF
TRC 300 DELAWARE, L.L.C.
 
                    1. The name of the limited liability company is TRC 300 Delaware, L.L.C.
 
                    2. The Certificate of Formation of the limited liability company is hereby amended as follows:
 
                    The name of the limited liability company is being amended to read: “Brandywine 300 Delaware LLC”
 
                    3. The Certificate of Amendment shall be effective upon filing.
 
                    IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of TRC 300 Delaware, L.L.C. this 21st day of September, 2004.
 
 	Brandywine Midatlantic LP, its sole Member	
 	 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	Name: Gerard H. Sweeney	
 	Title: President and Chief Executive Officer	
 
 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 05:11 PM 09/22/2004	
 	FILED 05:15 PM 09/22/2004	
 	SRV 040686731 - 3057338 FILE	

EXHIBIT 3.184
 
BRANDYWINE 300 DELAWARE LLC
 
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
 
                    THIS AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2005 by and between Brandywine Midatlantic LP, a Delaware limited partnership (f/k/a The Rubenstein Company, L.P.) (“BMLP”), the only admitted member of Brandywine 300 Delaware LLC, a Delaware limited liability company (f/k/a TRC 300 Delaware, L.L.C.) (the “Company”), and the Company.  This Agreement amends and restates in its entirety the Company’s Limited Liability Company Agreement dated June 16, 1999 by and between BMLP and the Company.
 
          1.       Organization.  The Company is an existing Delaware limited liability company originally formed and organized on June 16, 1999 pursuant to the provisions of the Delaware Limited Liability Company Act.
 
          2.       Purpose.  The Company is organized to pursue any lawful purpose except for the purposes of banking or insurance.
 
          3.       Term.  The term of the Company shall continue until terminated by BMLP, at which time BMLP shall file a Certificate of Dissolution with the Secretary of State of the State of Delaware.
 
          4.       Principal Place of Business.  The Company’s principal place of business in the State of Delaware shall be such place as BMLP, in its discretion, shall determine.
 
          5.       Management.  The Company shall be managed by BMLP.  BMLP hereby designates as its agents, in the capacities set forth herein, the following individuals: Gerard H. Sweeney, as President and Chief Executive Officer, Christopher P. Marr, as Senior Vice President and Chief Financial Officer, and Brad A. Molotsky, as Senior Vice President, General Counsel and Secretary (the “Individuals”).  While serving in such capacities, the Individuals shall have active management of the operations of the Company, including, without limitation, the power and authority to execute and deliver in the name of and on behalf of the Company any and all documents which any of them may deem necessary, desirable or appropriate, subject, however, to the control of BMLP, and shall make such reports of the affairs of the Company to BMLP as BMLP may require.  Such designation by BMLP shall not cause any member to cease to be a member of the Company, nor shall such designation be deemed to confer member status, rights or interests upon the Individuals.  Such designation notwithstanding, BMLP retains the power and authority to manage and control the business and affairs of the Company, including the right to remove and replace any Individual as its agent.
 
          6.       Limitation of Liability.  No person designated pursuant to this Agreement as authorized to act on behalf of the Company shall be liable, responsible or accountable, in damages or otherwise, to any member of the Company or to the Company for any action or inaction performed (or not performed) in good faith by him with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.

 
          7.       Additional Members.  Additional members shall be admitted only upon the written agreement of BMLP.  The terms and conditions of this Agreement may not be modified or amended except by a written agreement signed by BMLP.
 
          8.       Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of law rules in that jurisdiction.
 
[Signature Page to Follow]
 
-2-

                    IN WITNESS WHEREOF, the undersigned has, through its duly authorized representative, set its hand as of the date first written above.
 
 	BRANDYWINE MIDATLANTIC LP	
 	 	 	
 	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 & CEO	

EXHIBIT 3.185
 
 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	FILED 09:00 AM 12/13/2000	
 	001626311 - 3329759	
 
CERTIFICATE OF FORMATION
 
OF
RADNOR G.P., L.L.C.
A LIMITED LIABILITY COMPANY
 
          FIRST:          The name of the limited liability company is: RADNOR G.P., L.L.C.
 
          SECOND:     The address of the registered office of the limited liability company in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808, and its registered agent for service of process at such address is CORPORATION SERVICE COMPANY.
 
          IN WITNESS WHEREOF, the undersigned, being the individual forming the limited liability company, has executed, signed and acknowledged this Certificate of Formation this 13th day of December, 2000.
 
 	/s/ Martha Schwarz	
 		
 	Name: Martha Schwarz	
 	Title: Authorized Person	

EXHIBIT 3.186
 
RADNOR GP, L.L.C.
 
AMENDED AND RESTATED
OPERATING AGREEMENT
 
                    THIS AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2004 by and between Brandywine Midatlantic LP, a Delaware limited partnership (f/k/a The Rubenstein Company, L.P.) (“BMLP”), the only admitted member of Radnor GP, L.L.C., a Delaware limited liability company (the “Company”), and the Company.  This Agreement amends and restates in its entirety the Company’s Operating Agreement dated April 6, 2001 by BMLP.
 
          1.       Organization.  The Company is an existing Delaware limited liability company originally formed and organized on December 13, 2000 pursuant to the provisions of the Delaware Limited Liability Company Act.
 
          2.       Purpose.  The Company is organized to pursue any lawful purpose except for the purposes of banking or insurance.
 
          3.       Term.  The term of the Company shall continue until terminated by BMLP, at which time BMLP shall file a Certificate of Dissolution with the Secretary of State of the State of Delaware.
 
          4.       Principal Place of Business.  The Company’s principal place of business in the State of Delaware shall be such place as BMLP, in its discretion, shall determine.
 
          5.       Management.  The Company shall be managed by BMLP.  BMLP hereby designates as its agents, in the capacities set forth herein, the following individuals: Gerard H. Sweeney, as President and Chief Executive Officer, Christopher P. Marr, as Senior Vice President and Chief Financial Officer, and Brad A. Molotsky, as Senior Vice President, General Counsel and Secretary (the “Individuals”).  While serving in such capacities, the Individuals shall have active management of the operations of the Company, including, without limitation, the power and authority to execute and deliver in the name of and on behalf of the Company any and all documents which any of them may deem necessary, desirable or appropriate, subject, however, to the control of BMLP, and shall make such reports of the affairs of the Company to BMLP as BMLP may require.  Such designation by BMLP shall not cause any member to cease to be a member of the Company, nor shall such designation be deemed to confer member status, rights or interests upon the Individuals.  Such designation notwithstanding, BMLP retains the power and authority to manage and control the business and affairs of the Company, including the right to remove and replace any Individual as its agent.
 
          6.       Limitation of Liability.  No person designated pursuant to this Agreement as authorized to act on behalf of the Company shall be liable, responsible or accountable, in damages or otherwise, to any member of the Company or to the Company for any action or inaction performed (or not performed) in good faith by him with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.

 
          7.       Additional Members.  Additional members shall be admitted only upon the written agreement of BMLP.  The terms and conditions of this Agreement may not be modified or amended except by a written agreement signed by BMLP.
 
          8.       Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of law rules in that jurisdiction.
 
[Signature Page to Follow]
 
-2-

                    IN WITNESS WHEREOF, the undersigned has, through its duly authorized representative, set its hand as of the date first written above.
 
 	BRANDYWINE MIDATLANTIC LP	
 	 	 	
 	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 & CEO	

EXHIBIT 3.187
 
 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	FILED 09:00 AM 03/19/2001	
 	010135370 - 3370543	
 
CERTIFICATE OF FORMATION
 
OF
RADNOR GP-SDC, L.L.C.
A LIMITED LIABILITY COMPANY
 
                    FIRST:          The name of the limited liability company is: RADNOR GP-SDC, L.L.C.
 
                    SECOND:     The address of the registered office of the limited liability company in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808, and its registered agent for service of process at such address is CORPORATION SERVICE COMPANY.
 
                    IN WITNESS WHEREOF, the undersigned, being the individual forming the limited liability company, has executed, signed and acknowledged this Certificate of Formation this 19th day of March, 2001.
 
 	/s/ Frank J. Ferro	
 		
 	Name: Frank J. Ferro	
 	Title: Authorized Person	

 
STATE OF DELAWARE	 	
SECRETARY OF STATE	 	
DIVISION OF CORPORATIONS	 	
FILED 09:00 AM 12/18/2000	 	
001632972 - 3329759	 	
 
STATE OF DELAWARE
 
CERTIFICATE OF AMENDMENT
 
OF
 
CERTIFICATE OF FORMATION
 
OF
 
RADNOR G.P., L.L.C.
 
                    FIRST:          The name of the limited liability company is Radnor G.P., L.L.C.
 
                    SECOND:     The Certificate of Formation is amended by changing paragraph “FIRST” to read in full as follows:
 
                    FIRST:          The name of the limited liability company is Radnor G.P., L.L.C.
 
                    IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Formation this 18th day of December, 2000.
 
 	/s/ Martha Schwarz	
 		
 	Name: Martha Schwarz	
 	Title: Authorized Person	

EXHIBIT 3.188
 
RADNOR GP-SDC, L.L.C.
 
AMENDED AND RESTATED
OPERATING AGREEMENT
 
                    THIS AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2005 by and between Radnor Properties Associates-II, L.P., a Delaware limited partnership (“RPA”), the only admitted member of Radnor GP-SDC, L.L.C., a Delaware limited liability company (the “Company”), and the Company.  This Agreement amends and restates in its entirety the Company’s Operating Agreement dated April 6, 2001 by RPA. 
 
          1.       Organization.  The Company is an existing Delaware limited liability company originally formed and organized on March 19, 2001 pursuant to the provisions of the Delaware Limited Liability Company Act.
 
          2.       Purpose.  The Company is organized to pursue any lawful purpose except for the purposes of banking or insurance.
 
          3.       Term.  The term of the Company shall continue until terminated by RPA, at which time RPA shall file a Certificate of Dissolution with the Secretary of State of the State of Delaware.
 
          4.       Principal Place of Business.  The Company’s principal place of business in the State of Delaware shall be such place as RPA, in its discretion, shall determine.
 
          5.       Management.  The Company shall be managed by RPA.  RPA hereby designates as its agents, in the capacities set forth herein, the following individuals: Gerard H. Sweeney, as President and Chief Executive Officer, Christopher P. Marr, as Senior Vice President and Chief Financial Officer, and Brad A. Molotsky, as Senior Vice President, General Counsel and Secretary (the “Individuals”).  While serving in such capacities, the Individuals shall have active management of the operations of the Company, including, without limitation, the power and authority to execute and deliver in the name of and on behalf of the Company any and all documents which any of them may deem necessary, desirable or appropriate, subject, however, to the control of RPA, and shall make such reports of the affairs of the Company to RPA as RPA may require.  Such designation by RPA shall not cause any member to cease to be a member of the Company, nor shall such designation be deemed to confer member status, rights or interests upon the Individuals.  Such designation notwithstanding, RPA retains the power and authority to manage and control the business and affairs of the Company, including the right to remove and replace any Individual as its agent.
 
          6.       Limitation of Liability.  No person designated pursuant to this Agreement as authorized to act on behalf of the Company shall be liable, responsible or accountable, in damages or otherwise, to any member of the Company or to the Company for any action or inaction performed (or not performed) in good faith by him with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.

 
          7.       Additional Members.  Additional members shall be admitted only upon the written agreement of RPA.  The terms and conditions of this Agreement may not be modified or amended except by a written agreement signed by RPA.
 
          8.       Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of law rules in that jurisdiction.
 
[Signature Page to Follow]
 
-2-

                    IN WITNESS WHEREOF, the undersigned has, through its duly authorized representative, set its hand as of the date first written above.
 
 	RADNOR PROPERTIES ASSOCIATES-II, L.P.	
 	 	 	
 	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 & CEO	

EXHIBIT 3.189
 
 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	FILED 09:00 AM 03/19/2001	
 	010135375 - 3370546	
 
CERTIFICATE OF FORMATION
 
OF
RADNOR GP-200 RC, L.L.C.
A LIMITED LIABILITY COMPANY
 
          FIRST:          The name of the limited liability company is: RADNOR GP-200 RC, L.L.C.
 
          SECOND:     The address of the registered office of the limited liability company in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808, and its registered agent for service of process at such address is CORPORATION SERVICE COMPANY.
 
          IN WITNESS WHEREOF, the undersigned, being the individual forming the limited liability company, has executed, signed and acknowledged this Certificate of Formation this 19th day of March, 2001.
 
 	/s/ Frank J. Ferro	
 		
 	Name: Frank J. Ferro	
 	Title: Authorized Person	

EXHIBIT 3.190
 
RADNOR GP-200 RC, L.L.C.
 
SECOND AMENDED AND RESTATED
OPERATING AGREEMENT
 
                    THIS AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2005 by and between Radnor Properties-200 RC Holdings, L.P. a Delaware limited partnership (successor in interest to The Rubenstein Company, L.P. as a result of an assignment of its interest in the Partnership to the Limited Partner dated September 21, 2004) (“RP”), the only admitted member of Radnor GP-200 RC, L.C.C., a Delaware limited liability company (the “Company”), and the Company.  This Agreement amends and restates in its entirety the Company’s Amended and Restated Operating Agreement dated May 2, 2001 by The Rubenstein Company, L.P.
 
          1.       Organization.  The Company is an existing Delaware limited liability company originally formed and organized on March 19, 2001 pursuant to the provisions of the Delaware Limited Liability Company Act.
 
          2.       Purpose.  The Company is organized to pursue any lawful purpose except for the purposes of banking or insurance.
 
          3.       Term.  The term of the Company shall continue until terminated by RP, at which time RP shall file a Certificate of Dissolution with the Secretary of State of the State of Delaware.
 
          4.       Principal Place of Business.  The Company’s principal place of business in the State of Delaware shall be such place as RP, in its discretion, shall determine.
 
          5.       Management.  The Company shall be managed by RP.  RP hereby designates as its agents, in the capacities set forth herein, the following individuals: Gerard H. Sweeney, as President and Chief Executive Officer, Christopher P. Marr, as Senior Vice President and Chief Financial Officer, and Brad A. Molotsky, as Senior Vice President, General Counsel and Secretary (the “Individuals”).  While serving in such capacities, the Individuals shall have active management of the operations of the Company, including, without limitation, the power and authority to execute and deliver in the name of and on behalf of the Company any and all documents which any of them may deem necessary, desirable or appropriate, subject, however, to the control of RP, and shall make such reports of the affairs of the Company to RP as RP may require.  Such designation by RP shall not cause any member to cease to be a member of the Company, nor shall such designation be deemed to confer member status, rights or interests upon the Individuals.  Such designation notwithstanding, RP retains the power and authority to manage and control the business and affairs of the Company, including the right to remove and replace any Individual as its agent.
 
          6.       Limitation of Liability.  No person designated pursuant to this Agreement as authorized to act on behalf of the Company shall be liable, responsible or accountable, in damages or otherwise, to any member of the Company or to the Company for any action or inaction performed (or not performed) in good faith by him with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.

 
          7.       Additional Members.  Additional members shall be admitted only upon the written agreement of RP.  The terms and conditions of this Agreement may not be modified or amended except by a written agreement signed by RP.
 
          8.       Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of law rules in that jurisdiction.
 
[Signature Page to Follow]
 
-2-

                    IN WITNESS WHEREOF, the undersigned has, through its duly authorized representative, set its hand as of the date first written above.
 
 	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	

 	 	 	 	By:	/s/  Gerard H. Sweeney	
 	 	 	 	 		
 	 	 	 	 	Name:  Gerard H. Sweeney 	
 	 	 	 	 	Title:    President & CEO	

EXHIBIT 3.191
 
 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	FILED 09:00 AM 03/19/2001	
 	010135326 - 3370535	
 
CERTIFICATE OF FORMATION
 
OF
RADNOR GP-201 KOP, L.L.C.
A LIMITED LIABILITY COMPANY
 
          FIRST:          The name of the limited liability company is: RADNOR GP-201 KOP, L.L.C.
 
          SECOND:     The address of the registered office of the limited liability company in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808, and its registered agent for service of process at such address is CORPORATION SERVICE COMPANY.
 
          IN WITNESS WHEREOF, the undersigned, being the individual forming the limited liability company, has executed, signed and acknowledged this Certificate of Formation this 19th day of March, 2001.
 
 	/s/ Frank J. Ferro	
 		
 	Name: Frank J. Ferro	
 	Title: Authorized Person	

EXHIBIT 3.192
 
RADNOR GP-201 KOP, L.L.C.
 
SECOND AMENDED AND RESTATED 
LIMITED LIABILITY COMPANY AGREEMENT
 
                    THIS AGREEMENT (this “Agreement”) is entered into as of this 21st day of September, 2004 by and between Radnor Properties Associates-II, L.P., a Delaware limited partnership (“RPA”), the only admitted member of Radnor GP-201 KOP, L.L.C., a Delaware limited liability company (the “Company”), and the Company.  This Agreement amends and restates in its entirety the Amended and Restated Limited Liability Company Agreement dated February 3, 2004 by and among RPA, David B. Rubenstein and Frank J. Ferro.
 
          1.       Organization.  The Company is an existing Delaware limited liability company originally formed and organized on March 19, 2001 pursuant to the provisions of the Delaware Limited Liability Company Act.
 
          2.       Purpose.  The Company is organized to pursue any lawful purpose except for the purposes of banking or insurance.
 
          3.       Term.  The term of the Company shall continue until terminated by RPA, at which time RPA shall file a Certificate of Dissolution with the Secretary of State of the State of Delaware.
 
          4.       Principal Place of Business.  The Company’s principal place of business in the State of Delaware shall be such place as RPA, in its discretion, shall determine.
 
          5.       Management.  The Company shall be managed by RPA.  RPA hereby designates as its agents, in the capacities set forth herein, the following individuals: Gerard H. Sweeney, as President and Chief Executive Officer, Christopher P. Marr, as Senior Vice President and Chief Financial Officer, and Brad A. Molotsky, as Senior Vice President, General Counsel and Secretary (the “Individuals”).  While serving in such capacities, the Individuals shall have active management of the operations of the Company, including, without limitation, the power and authority to execute and deliver in the name of and on behalf of the Company any and all documents which any of them may deem necessary, desirable or appropriate, subject, however, to the control of RPA, and shall make such reports of the affairs of the Company to RPA as RPA may require.  Such designation by RPA shall not cause any member to cease to be a member of the Company, nor shall such designation be deemed to confer member status, rights or interests upon the Individuals.  Such designation notwithstanding, RPA retains the power and authority to manage and control the business and affairs of the Company, including the right to remove and replace any Individual as its agent.
 
          6.       Limitation of Liability.  No person designated pursuant to this Agreement as authorized to act on behalf of the Company shall be liable, responsible or accountable, in damages or otherwise, to any member of the Company or to the Company for any action or inaction performed (or not performed) in good faith by him with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.
 
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          7.       Additional Members.  Additional members shall be admitted only upon the written agreement of RPA.  The terms and conditions of this Agreement may not be modified or amended except by a written agreement signed by RPA.
 
          8.       Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of law rules in that jurisdiction.
 
[Signature Page to Follow]
 
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                    IN WITNESS WHEREOF, the undersigned has, through its duly authorized representative, set its hand as of the date first written above.
 
 	RADNOR PROPERTIES ASSOCIATES-II, L.P.	
 	 	 	 	 	 	 	
 	 By:	 Radnor GP, L.L.C., its general partner	
 	 	 	 	 	 	 	
 	 	By:	 Brandywine Midatlantic LP, its sole member	
 	 	 	 	 	 	 	
 	 	 	By:	 Brandywine Midatlantic LLC, its general partner	
 	 	 	 	 	 	 	
 	 	 	 	By:	 Brandywine Operating Partnership, L.P., its sole  member	
 	 	 	 	 	 	 	
 	 	 	 	 	By:	Brandywine Realty Trust, its general partner	
 	 	 	 	 	 	 	
 	 	 	 	 	By:	/s/ Gerard H. Sweeney	
 	 	 	 	 	 		
 	 	 	 	 	Name:	Gerard H. Sweeney	
 	 	 	 	 	Title:	President and Chief Executive Officer	

EXHIBIT 3.193
 
 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	FILED 09:00 AM 03/19/2001	
 	010135356 - 3370540	
 
CERTIFICATE OF FORMATION
 
OF
RADNOR GP-555 LA, L.L.C.
A LIMITED LIABILITY COMPANY
 
          FIRST:          The name of the limited liability company is: RADNOR GP-555 LA, L.L.C.
 
          SECOND:     The address of the registered office of the limited liability company in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808, and its registered agent for service of process at such address is CORPORATION SERVICE COMPANY.
 
          IN WITNESS WHEREOF, the undersigned, being the individual forming the limited liability company, has executed, signed and acknowledged this Certificate of Formation this 19th day of March, 2001.
 
 	/s/ Frank J. Ferro	
 		
 	Name: Frank J. Ferro	
 	Title: Authorized Person	

EXHIBIT 3.194
 
RADNOR GP-555 LA, L.L.C.
 
AMENDED AND RESTATED
OPERATING AGREEMENT
 
                    THIS AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2005 by and between Radnor Properties Associates-II, L.P., a Delaware limited partnership (“RPA”), the only admitted member of Radnor GP-555 LA, L.L.C., a Delaware limited liability company (the “Company”), and the Company.  This Agreement amends and restates in its entirety the Company’s Operating Agreement dated April 6, 2001 by RPA.  
 
          1.       Organization.  The Company is an existing Delaware limited liability company originally formed and organized on March 19, 2001 pursuant to the provisions of the Delaware Limited Liability Company Act.
 
          2.       Purpose.  The Company is organized to pursue any lawful purpose except for the purposes of banking or insurance.
 
          3.       Term.  The term of the Company shall continue until terminated by RPA, at which time RPA shall file a Certificate of Dissolution with the Secretary of State of the State of Delaware.
 
          4.       Principal Place of Business.  The Company’s principal place of business in the State of Delaware shall be such place as RPA, in its discretion, shall determine.
 
          5.       Management.  The Company shall be managed by RPA.  RPA hereby designates as its agents, in the capacities set forth herein, the following individuals: Gerard H. Sweeney, as President and Chief Executive Officer, Christopher P. Marr, as Senior Vice President and Chief Financial Officer, and Brad A. Molotsky, as Senior Vice President, General Counsel and Secretary (the “Individuals”).  While serving in such capacities, the Individuals shall have active management of the operations of the Company, including, without limitation, the power and authority to execute and deliver in the name of and on behalf of the Company any and all documents which any of them may deem necessary, desirable or appropriate, subject, however, to the control of RPA, and shall make such reports of the affairs of the Company to RPA as RPA may require.  Such designation by RPA shall not cause any member to cease to be a member of the Company, nor shall such designation be deemed to confer member status, rights or interests upon the Individuals.  Such designation notwithstanding, RPA retains the power and authority to manage and control the business and affairs of the Company, including the right to remove and replace any Individual as its agent.
 
          6.       Limitation of Liability.  No person designated pursuant to this Agreement as authorized to act on behalf of the Company shall be liable, responsible or accountable, in damages or otherwise, to any member of the Company or to the Company for any action or inaction performed (or not performed) in good faith by him with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.

 
          7.       Additional Members.  Additional members shall be admitted only upon the written agreement of RPA.  The terms and conditions of this Agreement may not be modified or amended except by a written agreement signed by RPA.
 
          8.       Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of law rules in that jurisdiction.
 
[Signature Page to Follow]
 
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                    IN WITNESS WHEREOF, the undersigned has, through its duly authorized representative, set its hand as of the date first written above.
 
 	RADNOR PROPERTIES ASSOCIATES-II, L.P.	
 	 	 	 	 	 	 	
 	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 & CEO	

Exhibit 5.1
 
May 6, 2005
 
Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
401 Plymouth Road
Plymouth Meeting, Pennsylvania 19462
 
Ladies and Gentlemen:
 
               We have acted as counsel to Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), Brandywine Operating Partnership, L.P., a Delaware limited partnership (the “Partnership”), and certain subsidiaries of the Partnership (the “Subsidiary Guarantors” and, together with the Company and the Partnership, the “Registrants”), in connection with the Registrants’ registration statement on Form S-3 (the “Registration Statement”), relating to the registration of (1) up to $750,000,000 in aggregate offering price of:  (a) common shares of beneficial interest, $.01 par value per share, of the Company (“Common Shares”), (b) one or more series of preferred shares of beneficial interest, $.01 par value per share, of the Company (“Preferred Shares”), (c) one or more series of Preferred Shares represented by depositary shares (“Depositary Shares”) and (d) warrants to purchase Common Shares, Preferred Shares or Depositary Shares (“Warrants”) and (2) up to $750,000,000 aggregate offering price of debt securities of the Partnership (“Debt Securities”), which will be fully and unconditionally guaranteed by the Company and the Subsidiary Guarantors (“Guarantees”) (collectively, the “Securities”).  The Securities may be offered and sold, from time to time, as set forth in the prospectus which forms a part of the Registration Statement, and as may be set forth in one or more supplements to the prospectus, after the Registration Statement becomes effective.  Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Registration Statement.
 
               In connection with our representation of the Company, the Partnership and the Subsidiary Guarantors, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
 
               1.          The Registration Statement and the related form of prospectus included therein in the form in which it was transmitted to the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”), on the date hereof;  
 
               2.          The form of indenture among the Operating Partnership, the Company and the Subsidiary Guarantors and a trustee to be named (the “Trustee”), a copy of which is filed as

 
Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
May 6, 2005
Page 2
 
an exhibit to the Registration Statement (such indenture, as authorized, executed and delivered by the parties thereto, and as so amended or supplemented, as the case may be, being referred to as the “Indenture”);   
 
               3.          The Amended and Restated Declaration of Trust of the Company, as amended (the “Declaration”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland;  
 
               4.          The Bylaws of the Company, as amended as of the date hereof (the “Bylaws”);  
 
               5.          The Certificate of Limited Partnership of the Partnership (the “Certificate”), certified as of a recent date by the Secretary of State of the State of Delaware;  
 
               6.          The Amended and Restated Agreement of Limited Partnership of the Partnership, as amended as of the date hereof (the “Partnership Agreement”);  
 
               7.          The certificate of limited partnership, partnership agreement, limited liability company agreement, certificate of formation, articles of incorporation and bylaws, as applicable, of each Subsidiary Guarantor (the “Subsidiary Charters”);  
 
               8.          Resolutions adopted by the Board of Trustees of the Company (acting on behalf of the Company in its own capacity and its capacity as general partner of the Partnership) and resolutions adopted by the boards of directors of the corporate Subsidiary Guarantors, relating to the registration of the Securities, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect; and  
 
               9.          Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth in this letter, subject to the assumptions, limitations and qualifications stated herein. 
 
               In expressing the opinion set forth below, we have assumed, and so far as is known to us there are no facts inconsistent with, the following:
 
               1.          Each individual executing any of the Documents is legally competent to do so;  

 
Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
May 6, 2005
Page 3
 
               2.          Each individual executing any of the Documents on behalf of a party (other than the Company, the Partnership or the Subsidiary Guarantors) is duly authorized to do so;  
 
               3.          Each of the parties (other than the Company, the Partnership or the Subsidiary Guarantors) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding;  
 
               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 such 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 and in the factual representations to us by officers of the Company are true and complete.  There are no oral or written modifications or amendments to the Documents, by action or conduct of the parties or otherwise;  
 
               5.          Securities will be issued against payment of valid consideration under applicable law; and  
 
               6.          The outstanding shares of beneficial interest of the Company have not been and will not be transferred in violation of any restriction or limitation contained in the Declaration.  The Securities will not be transferred in violation of any restriction or limitation contained in the Declaration.  
 
               For the purposes of the opinions set forth below, we have assumed that the issuance of, and certain terms of, the Securities that may be issued from time to time will have been duly authorized and established by proper action of the Partnership or the Company, as applicable, or, with respect to the Guarantees of the Company and the Subsidiary Guarantors, consistent with the procedures and terms described in the Registration Statement and in accordance with (a) the Certificate, the Partnership Agreement and applicable Delaware law, with respect to the Partnership, (b) the Declaration and Bylaws and applicable Maryland law, with respect to the Company and (c) the Subsidiary Charters and applicable law of Pennsylvania, New Jersey, Virginia or Delaware (as the case may be) with respect to the Subsidiary Guarantors, in a manner that does not violate any law, government or court-imposed order or restriction or agreement or instrument then binding on the Partnership, the Company or the Subsidiary Guarantors, respectively (the “Authorizing Proceedings”).  

 
Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
May 6, 2005
Page 4
 
               In expressing the opinions set forth below, we have further assumed that (i) prior to any issuance of Preferred Shares or Depositary Shares, such Preferred Shares shall be classified in accordance with the Declaration and applicable Maryland law, and appropriate Articles Supplementary to the Declaration shall be duly filed for recordation with the Maryland State Department of Assessments and Taxation; (ii) any Depositary Shares will be issued by a depositary (as defined below) under one or more deposit agreements (each, a “Deposit Agreement”), each between the Company and a financial institution identified therein as depositary (each, a “Depositary”); (iii) the Indenture will have been duly authorized, executed and delivered by the parties thereto; (iv) the Trustee will be duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and will be in compliance, generally, and with respect to acting as a Trustee, under the Indenture and all applicable laws and regulations; and (v) the terms of such Indenture shall be consistent with the form thereof, a copy of which is filed as an exhibit to the Registration Statement.  
 
               Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, we are of the opinion that:  
 
               1.          Upon the completion of all Authorizing Proceedings relating to the Securities that are Common Shares and the due execution, countersignature and delivery of certificates evidencing such Common Shares, and assuming that at the time of any offering or sale of such Common Shares, the Company shall have such number of Common Shares as are included in such offering or sale, authorized and available for issuance, the Common Shares will be duly authorized and, when and if delivered against payment therefor in accordance with the resolutions of the Board of Trustees of the Company authorizing their issuance, will be validly issued, fully paid and nonassessable.  
 
               2.          Upon the completion of all Authorizing Proceedings relating to the Securities that are Preferred Shares and the due execution, countersignature and delivery of certificates evidencing such Preferred Shares, and assuming that at the time of any offering or sale of such Preferred Shares, the Company shall have such number of Preferred Shares as are included in such offering or sale, authorized and available for issuance, the Preferred Shares will be duly authorized and, when and if delivered against payment therefor in accordance with the resolutions of the Board of Trustees of the Company authorizing their issuance, will be validly issued, fully paid and nonassessable.  
 
               3.          Upon completion of all Authorizing Proceedings relating to Securities that are Warrants and the due execution, authentication and delivery of certificates representing such Warrants, and assuming that at the time of any offering or sale of such Warrants, the Company

 
Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
May 6, 2005
Page 5
 
shall have such number of Common Shares and/or Preferred Shares as are issuable upon exercise of such Warrants, authorized and available for issuance, the Warrants will be duly authorized and will be binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).  
 
               The Warrants will be issued under one or more warrant agreements (each, a “Warrant Agreement”), each between the Company and a financial institution identified therein as a warrant agent (the “Warrant Agent”).  To the extent that the obligations of the Company under each Warrant Agreement may be dependent upon such matters, we have assumed for purposes of this opinion that the Warrant Agent will be duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Warrant Agent will be duly qualified to engage in the activities contemplated by the Warrant Agreement; that the terms of the Warrants and of their issuance will be consistent with the Warrant Agreement; that the Warrant Agreement will be duly authorized, executed and delivered by the Warrant Agent and will constitute the legal, valid and binding obligation of the Warrant Agent, enforceable against the Warrant Agent in accordance with its terms; that the Warrant Agent will be in compliance, generally, and with respect to acting as a Warrant Agent under the Warrant Agreement, with all applicable laws and regulations; and that the Warrant Agent will have the requisite organizational and legal power and authority to perform its obligations under the Warrant Agreement.
 
               4.          Upon the completion of all Authorizing Proceedings relating to a Deposit Agreement and a series of Preferred Shares underlying a series of Depositary Shares (and subject to the assumption expressed in paragraph 2 above), and upon the classification of such Preferred Shares in accordance with applicable law and the filing of appropriate Articles Supplementary to the Declaration and the due execution, countersignature and delivery of certificates evidencing the Preferred Shares and depositary receipts evidencing the Depositary Shares (the “Depositary Receipts”) in the form provided by a Deposit Agreement, such Depositary Shares will be validly issued and will entitle the holders thereof to the rights specified in the Depositary Receipts and the Deposit Agreement for such Depositary Shares.  
 
               5.          Upon completion of all Authorizing Proceedings relating to Securities that are Debt Securities, and upon the due execution and delivery of the Debt Securities pursuant to an Indenture, the Debt Securities will be duly authorized by all necessary partnership action of the Partnership, and such Debt Securities will be legally issued and will be binding obligations of

 
Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
May 6, 2005
Page 6
 
the Partnership, enforceable against the Partnership in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 
 
               6.          Upon completion of all Authorizing Proceedings relating to Securities that are Guarantees, and upon the due execution and delivery of the Guarantees pursuant to an Indenture, the Guarantees will be duly authorized by all necessary trust, partnership, limited liability company or corporate, as the case may be, action of the Company and of the Subsidiary Guarantors, and such Guarantees will be legally issued and will be binding obligations of the Company and the Subsidiary Guarantors, enforceable against the Company and the Subsidiary Guarantors in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).  
 
               We assume no obligation to supplement this opinion 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.
 
               We hereby consent to the reference to our firm under the Section “Legal Matters” in the prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the 1933 Act.
 
 	Very truly yours,	

 	/s/ Pepper Hamilton LLP  	
 		
 	PEPPER HAMILTON LLP	

EXHIBIT 8.1
 
May 6, 2005
 
Brandywine Realty Trust 
401 Plymouth Road
Plymouth Meeting, PA  19462
 
Ladies and Gentlemen:
 
               We have acted as counsel to Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), and to Brandywine Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the preparation of the Form S-3 Registration Statement filed with the Securities and Exchange Commission (the “Commission”) on May 6, 2005 (the “Registration Statement”).  All capitalized terms used but not defined herein have the meanings ascribed to them in the Registration Statement.
 
               The opinion set forth in this letter is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations thereunder (including proposed and temporary Treasury regulations) and interpretations of the foregoing as expressed in court decisions, legislative history and administrative determinations of the Internal Revenue Service (the “IRS”) (including its practices and policies in issuing private letter rulings, which are not binding on the IRS, except with respect to a taxpayer that receives such a ruling), all as of the date hereof.  This opinion represents our best legal judgment with respect to the probable outcome on the merits and is not binding on the IRS or the courts.  There can be no assurance that positions contrary to our opinion will not be taken by the IRS, or that a court considering the issues would not reach a conclusion contrary to such opinions.  Furthermore, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the accuracy of the opinion expressed herein.  Nevertheless, we undertake no responsibility to advise you of any new developments in the law or in the application or interpretation of the federal income tax laws.
 
               In rendering the following opinion, we have examined such statutes, regulations, records, certificates and other documents as we have considered necessary or appropriate as a basis for such opinion, including (but not limited to) the following:  (1) the Registration Statement and Prospectus (including the various Commission filings incorporated therein by reference); (2) the Amended and Restated Declaration of Trust of Company, as amended or supplemented through the date hereof including, with respect to each series of preferred shares of beneficial interest of the Company, the articles supplementary establishing and fixing the rights and preferences of such series of preferred shares of beneficial interest; (3) the Amended and Restated Agreement of Limited Partnership, as amended or supplemented through the date hereof, of the Operating Partnership; and (4) the Declaration of Trust, as amended or

 
Brandywine Realty Trust 
May 6, 2005
Page 2
 
supplemented through the date hereof, of Atlantic American Properties Trust, a Maryland real estate investment trust (“AAPT”).
 
               In providing the opinion set forth in this letter, we have relied upon written representations as to factual matters of (i) the Company and the Operating Partnership contained in a letter to us dated May 6, 2005 regarding their assets, operations and activities and (ii) AAPT contained in a letter to us dated May 6, 2005, regarding its assets, operations and activities (collectively, the “Management Representation Letters”). 
 
               For purposes of rendering our opinion, we have not made an independent investigation or audit of the facts set forth in any of the above-referenced documents, including the Management Representation Letters.  We consequently have relied upon the representations as to factual matters in the Management Representation Letters.  After inquiry, we are not aware of any facts or circumstances contrary to, or inconsistent with, the representations that we have relied upon as referenced herein or other assumptions set forth herein.  Finally, our opinion is limited to the tax matters specifically covered herein, and we have not addressed, nor have we been asked to address, any other tax matters relevant to the Company, the Operating Partnership, AAPT or any other person.
 
               Moreover, we have assumed, with your consent, that, insofar as relevant to the opinion set forth herein: 
 
               (1)          the Company, the Operating Partnership and AAPT have been and will be operated in the manner described in the Management Representation Letters and the Registration Statement (including the filings by the Company with the Commission incorporated therein by reference); 
 
               (2)          all of the obligations imposed by the documents that we reviewed have been and will continue to be performed or satisfied in accordance with their terms; 
 
               (3)          all representations made in the Management Representation Letters (and other information provided to us) are true, correct and complete and will continue to be true, correct and complete, and any representation or statement made in the Management Representation Letters “to the best of knowledge,” “to the knowledge” or “to the actual knowledge” of any person(s) or party(ies) or similarly qualified is true, correct and complete as if made without such qualification; and 
 
               (4)          all documents that we have reviewed have been properly executed, are valid originals or authentic copies of valid originals, and all signatures thereon are genuine. 

 
Brandywine Realty Trust 
May 6, 2005
Page 3
 
Opinion
 
                    Based upon, subject to and limited by the assumptions and qualifications set forth herein, we are of the opinion that:
 
 	1. Commencing with its taxable year ended December 31, 1986, the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Code, and the Company’s method of operation has enabled it, and its proposed method of operation will enable it, to meet the requirements under the Code for qualification and taxation as a REIT.	
 	 	
 	2. The discussion in the Registration Statement under the heading “Material Federal Income Tax Consequences,” to the extent that it describes provisions of federal income tax law and regulations or legal conclusions with respect thereto, is correct in all material respects.  	
 
                    We assume no obligation to advise you of any changes in our opinion subsequent to the date of this letter.  The Company’s qualification and taxation as a REIT depend upon (i) the Company’s ability to meet, on a continuing basis, through actual annual operating and other results, the requirements of the Code, including the requirements with regard to the sources of its gross income, the composition of its assets, the level of its distributions to shareholders and the diversity of its share ownership; and (ii) the satisfaction by AAPT, on a continuing basis, of the requirements for qualification and taxation as a REIT.  We will not review the Company’s or AAPT’s compliance with these requirements on a continuing basis.  Accordingly, no assurance can be given that the actual results of Company’s operations, the sources of its income, the nature of its assets, the level of its distributions to shareholders and the diversity of its share ownership for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT.
 
                    We hereby consent to the reference to our firm under the Section “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.  
 
 	Very truly yours,	
 	 	
 	/s/ Pepper Hamilton LLP	
 		
 	PEPPER HAMILTON LLP	

Brandywine Realty Trust
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Share Distributions
(in thousands)
 	 	For the three months
ended March 31,	 	 	For the years ended December 31,	 	
 	 		 	 		 	
 	 	 	2005	 	 	 	2004	 	 	 	2004	 	 	 	2003	 	 	 	2002	 	 	 	2001	 	 	 	2000	 	

Earnings before fixed charges:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Add:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income from continuing operations (a)	$	9,415 	 	 	$	12,255 	 	 	$	57,604 	 	 	$	75,832 	 	 	$	47,643 	 	 	$	19,462 	 	 	$	38,953 	 	
 	Minority interest attributable to continuing operations	 	327 	 	 	 	1,261 	 	 	 	2,472 	 	 	 	9,294 	 	 	 	9,375 	 	 	 	7,760 	 	 	 	8,800 	 	
 	Fixed charges – per below	 	20,221 	 	 	 	14,413 	 	 	 	61,894 	 	 	 	69,476 	 	 	 	76,950 	 	 	 	83,627 	 	 	 	84,604 	 	
Less:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income from equity method investments not distributed	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(518	)	
 	Capitalized interest	 	(1,772	)	 	 	(396	)	 	 	(3,030	)	 	 	(1,503	)	 	 	(2,949	)	 	 	(5,178	)	 	 	(8,182	)	
 	Preferred Distributions of consolidated subsidiaries	 	—	 	 	 	(832	)	 	 	(832	)	 	 	(7,069	)	 	 	(7,069	)	 	 	(7,069	)	 	 	(7,069	)	
 	 			 	 			 	 			 	 			 	 			 	 			 	 			 	
Earnings before fixed charges	$	28,191 	 	 	$	26,701 	 	 	$	118,108 	 	 	$	146,030 	 	 	$	123,950 	 	 	$	98,602 	 	 	$	116,588 	 	
 	 			 	 			 	 			 	 			 	 			 	 			 	 			 	
Fixed charges and Preferred Distributions: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense (including amortization)	$	17,797 	 	 	$	12,104 	 	 	$	55,061 	 	 	$	57,835 	 	 	$	63,522 	 	 	$	67,496 	 	 	$	64,746 	 	
Capitalized interest	 	1,772 	 	 	 	396 	 	 	 	3,030 	 	 	 	1,503 	 	 	 	2,949 	 	 	 	5,178 	 	 	 	8,182 	 	
Proportionate share of interest for unconsolidated real estate ventures	 	652 	 	 	 	1,081 	 	 	 	2,971 	 	 	 	3,069 	 	 	 	3,410 	 	 	 	3,884 	 	 	 	4,607 	 	
Distributions to preferred unitholders in Operating Partnership	 	—	 	 	 	832 	 	 	 	832 	 	 	 	7,069 	 	 	 	7,069 	 	 	 	7,069 	 	 	 	7,069 	 	
 	 			 	 			 	 			 	 			 	 			 	 			 	 			 	
 	Total Fixed Charges	 	20,221 	 	 	 	14,413 	 	 	 	61,894 	 	 	 	69,476 	 	 	 	76,950 	 	 	 	83,627 	 	 	 	84,604 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income allocated to preferred shareholders	 	1,998 	 	 	 	2,018 	 	 	 	9,720 	 	 	 	11,906 	 	 	 	11,906 	 	 	 	11,906 	 	 	 	11,906 	 	
 	 			 	 			 	 			 	 			 	 			 	 			 	 			 	
 	Total Preferred Distributions	 	1,998 	 	 	 	2,018 	 	 	 	9,720 	 	 	 	11,906 	 	 	 	11,906 	 	 	 	11,906 	 	 	 	11,906 	 	
 	 			 	 			 	 			 	 			 	 			 	 			 	 			 	
 	Total combined fixed charges and preferred distributions	$	22,219 	 	 	$	16,431 	 	 	$	71,614 	 	 	$	81,382 	 	 	$	88,856 	 	 	$	95,533 	 	 	$	96,510 	 	
 	 			 	 			 	 			 	 			 	 			 	 			 	 			 	
Ratio of earnings to combined fixed charges and preferred distributions	 	1.27	 	 	 	1.63	 	 	 	1.65	 	 	 	1.79	 	 	 	1.39	 	 	 	1.03	 	 	 	1.21	 	

(a)	Amounts for the three months ended March 31, 2005 and 2004 and for the years ended December 31, 2004, 2003, 2002, 2001 and 2000 have been reclassified to present properties identified as held for sale consistent with the presentation for the period ended December 31, 2004. As a result, operations have been reclassified to discontinued operations from continuing operations for all periods presented.	

Brandywine Operating Partnership, L.P.
Computation of Ratio of Earnings to Fixed Charges
(in thousands)
 	 	For the three months 
ended March 31, 	 	 	For the years ended December 31,	 	
 	 		 	 		 	
 	 	 	2005	 	 	 	2004	 	 	 	2004	 	 	 	2003	 	 	 	2002	 	 	 	2001	 	 	 	2000	 	

Earnings before fixed charges:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Add:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income from continuing operations (a)	$	9,691 	 	 	$	13,516 	 	 	$	60,281 	 	 	$	85,126 	 	 	$	57,018 	 	 	$	27,222 	 	 	$	47,753 	 	
 	Fixed charges – per below	 	20,221 	 	 	 	13,581 	 	 	 	61,062 	 	 	 	62,407 	 	 	 	69,881 	 	 	 	76,558 	 	 	 	77,535 	 	
Less:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income from equity method investments not distributed	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(518	)	
 	Capitalized interest	 	(1,772	)	 	 	(396	)	 	 	(3,030	)	 	 	(1,503	)	 	 	(2,949	)	 	 	(5,178	)	 	 	(8,182	)	
 	 			 	 			 	 			 	 			 	 			 	 			 	 			 	
Earnings before fixed charges	$	28,140 	 	 	$	26,701 	 	 	$	118,313 	 	 	$	146,030 	 	 	$	123,950 	 	 	$	98,602 	 	 	$	116,588 	 	
 	 			 	 			 	 			 	 			 	 			 	 			 	 			 	
Fixed charges:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense (including amortization)	$	17,797 	 	 	$	12,104 	 	 	$	55,061 	 	 	$	57,835 	 	 	$	63,522 	 	 	$	67,496 	 	 	$	64,746 	 	
Capitalized interest	 	1,772 	 	 	 	396 	 	 	 	3,030 	 	 	 	1,503 	 	 	 	2,949 	 	 	 	5,178 	 	 	 	8,182 	 	
Proportionate share of interest for unconsolidated subsidiaries	 	652 	 	 	 	1,081 	 	 	 	2,971 	 	 	 	3,069 	 	 	 	3,410 	 	 	 	3,884 	 	 	 	4,607 	 	
 	 			 	 			 	 			 	 			 	 			 	 			 	 			 	
 	Total Fixed Charges	$	20,221 	 	 	$	13,581 	 	 	$	61,062 	 	 	$	62,407 	 	 	$	69,881 	 	 	$	76,558 	 	 	$	77,535 	 	
 	 			 	 			 	 			 	 			 	 			 	 			 	 			 	
Ratio of earnings to fixed charges	 	1.39	 	 	 	1.97	 	 	 	1.94	 	 	 	2.34	 	 	 	1.77	 	 	 	1.29	 	 	 	1.50	 	

(a)	Amounts for the three months ended March 31, 2005 and 2004 and for the years ended December 31, 2004, 2003, 2002, 2001 and 2000 have been reclassified to present properties identified as held for sale consistent with the presentation for the period ended December 31, 2004. As a result, operations have been reclassified to discontinued operations from continuing operations for all periods presented.	

 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 14, 2005 relating to the financial statements, financial statement schedules, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Brandywine Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2004. We also consent to reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 5, 2005

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 16, 2005 relating to the financial statements and financial statement schedules, which appears in Brandywine Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2004. We also consent to reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 5, 2005

Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated August 31, 2004, with respect to the combined statement of revenue and certain expenses of The Rubenstein Portfolio for the year ended December 31, 2003 incorporated by reference in the Registration Statement (Form S-3) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. for the registration of securities (as defined) with a total offering price of up to $750,000,000 and debt securities with a total offering price of up to $750,000,000.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
May 5, 2005

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           |__|
___________________________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York
(State of incorporation
if not a U.S. national bank)	13-5160382
(I.R.S. employer
identification no.)	
 	 	
One Wall Street, New York, N.Y.
(Address of principal executive offices)	10286
(Zip code)	
___________________________
BRANDYWINE REALTY TRUST
(Exact name of obligor as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)	23-2413352
(I.R.S. employer
identification no.)	
BRANDYWINE OPERATING PARTNERSHIP, L.P.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)	23-2862640
(I.R.S. employer
identification no.)	

TABLE OF CO-REGISTRANTS
Name of Registrant as Specified in its Charter	 	State or Other Jurisdiction of Incorporation
or Organization	 	I.R.S. Employer
Identification Number	
					
AAPOP 2, L.P.	 	Delaware	 	23-2901049	
Brandywine Ambassador, L.P.	 	Pennsylvania	 	23-3012908	
Brandywine Central L.P.	 	Pennsylvania	 	23-1946970	
Brandywine Cira, L.P.	 	Pennsylvania	 	20-0342137	
Brandywine F.C., L.P.	 	Pennsylvania	 	20-1238432	
Brandywine Grande B, L.P.	 	Delaware	 	23-2977952	
Brandywine Metroplex, L.P.	 	Pennsylvania	 	23-3064291	
Brandywine P.M., L.P.	 	Pennsylvania	 	23-2947776	
Brandywine TB Florig, L.P.	 	Pennsylvania	 	23-3076172	
Brandywine TB Inn, L.P.	 	Pennsylvania	 	23-3081409	
Brandywine TB I, L.P.	 	Pennsylvania	 	23-2947784	
Brandywine TB II, L.P.	 	Pennsylvania	 	23-2947790	
Brandywine TB V, L.P.	 	Pennsylvania	 	23-2947794	
Brandywine TB VI, L.P.	 	Pennsylvania	 	23-2971995	
Brandywine TB VIII, L.P.	 	Pennsylvania	 	23-3076170	
C/N Iron Run Limited Partnership III	 	Pennsylvania	 	23-2895861	
C/N Leedom Limited Partnership II	 	Pennsylvania	 	23-2877566	
C/N Oaklands Limited Partnership I	 	Pennsylvania	 	23-2877569	
C/N Oaklands Limited Partnership III	 	Pennsylvania	 	23-2877558	
e-Tenants.com Holding, L.P.	 	Pennsylvania	 	23-3076174	
Fifteen Horsham, L.P.	 	Pennsylvania	 	23-2877570	
Iron Run Limited Partnership V	 	Pennsylvania	 	23-2877557	
LC/N Horsham Limited Partnership	 	Pennsylvania	 	23-2877563	
LC/N Keith Valley Limited Partnership I	 	Pennsylvania	 	23-2877564	
Newtech IV Limited Partnership	 	Pennsylvania	 	23-2877568	
Nichols Lansdale Limited Partnership III	 	Pennsylvania	 	23-2877561	
Witmer Operating Partnership I, L.P.	 	Delaware	 	23-2877571	
100 Arrandale Associates, L.P.	 	Pennsylvania	 	23-2864652	
111 Arrandale Associates, L.P.	 	Pennsylvania	 	23-2853429	
440 Creamery Way Associates, L.P.	 	Pennsylvania	 	23-2565917	
442 Creamery Way Associates, L.P.	 	Pennsylvania	 	23-2561338	
481 John Young Way Associates, L.P.	 	Pennsylvania	 	23-2853426	
Interstate Center Associates	 	Virginia	 	54-1815494	
IR Northlight II Associates	 	Pennsylvania	 	23-2926116	
Plymouth TFC General Partnership	 	Pennsylvania	 	23-2941286	
BTRS, Inc.	 	Delaware	 	23-3084141	
Southpoint Land Holdings, Inc.	 	Pennsylvania	 	23-2557504	
Valleybrooke Land Holdings, Inc.	 	Pennsylvania	 	23-2552215	
Brandywine Ambassador, L.L.C.	 	Pennsylvania	 	23-3012909	
Brandywine Charlottesville LLC	 	Virginia	 	54-1991092	
Brandywine Christina LLC	 	Delaware	 	23-3101977	
Brandywine Cira, LLC	 	Pennsylvania	 	20-0342081	
Brandywine Dabney, L.L.C.	 	Delaware	 	23-2977512	
Brandywine Dominion, L.L.C.	 	Pennsylvania	 	23-2947771	

Name of Registrant as Specified in its Charter	 	State or Other Jurisdiction of Incorporation
or Organization	 	I.R.S. Employer
Identification Number	
					
Brandywine F.C., L.L.C.	 	Pennsylvania	 	20-1238298	
Brandywine Grande B, LLC	 	Delaware	 	20-1244735	
Brandywine Greentree V, LLC	 	Delaware	 	20-1365606	
Brandywine Interstate 50, L.L.C.	 	Delaware	 	23-2983152	
Brandywine – Main Street, LLC	 	Delaware	 	23-2907342	
Brandywine Metroplex LLC	 	Pennsylvania	 	23-3064290	
Brandywine P.M., L.L.C.	 	Pennsylvania	 	23-2947779	
Brandywine Piazza, L.L.C.	 	New Jersey	 	23-3640190	
Brandywine Plaza 1000, L.L.C.	 	New Jersey	 	22-3640196	
Brandywine Promenade, L.L.C.	 	New Jersey	 	23-3640188	
Brandywine TB Florig, LLC	 	Pennsylvania	 	23-3076168	
Brandywine TB Inn, L.L.C.	 	Pennsylvania	 	23-3081407	
Brandywine TB I, L.L.C.	 	Pennsylvania	 	23-2947782	
Brandywine TB II, L.L.C.	 	Pennsylvania	 	23-2947787	
Brandywine TB V, L.L.C.	 	Pennsylvania	 	23-2947792	
Brandywine TB VI, L.L.C.	 	Pennsylvania	 	23-2971993	
Brandywine TB VIII, L.L.C.	 	Pennsylvania	 	23-3076169	
Brandywine Trenton Urban Renewal, L.L.C.	 	Delaware	 	52-2088312	
Brandywine Witmer, L.L.C.	 	Pennsylvania	 	23-2947796	
Christiana Center Operating Company III LLC	 	Delaware	 	23-3032421	
e-Tenants LLC	 	Delaware	 	23-3040699	
Brandywine Byberry LP	 	Delaware	 	20-2392951	
Brandywine Midatlantic LP	 	Delaware	 	23-2940643	
OLS Office Partners, L.P.	 	Delaware	 	23-3000010	
Radnor Center Associates	 	Pennsylvania	 	23-2767843	
Radnor Properties Associates-II, L.P.	 	Delaware	 	23-3074619	
Radnor Properties-SDC, L.P.	 	Delaware	 	23-3074633	
Radnor Properties-200 RC Holdings, L.P.	 	Delaware	 	16-1714258	
Radnor Properties-200 RC, L.P.	 	Delaware	 	23-3074635	
Radnor Properties-201 KOP, L.P.	 	Delaware	 	23-3074626	
Radnor Properties-555 LA, L.P.	 	Delaware	 	23-3074630	
Brandywine Byberry LLC	 	Delaware	 	20-2168640	
Brandywine Midatlantic LLC	 	Delaware	 	20-1626311	
Brandywine One Logan LLC	 	Pennsylvania	 	23-2984508	
Brandywine One Rodney Square LLC	 	Delaware	 	23-3091086	
Brandywine Radnor Center LLC	 	Pennsylvania	 	23-3066194	
Brandywine Radnor 200 Holdings LLC	 	Delaware	 	20-2215308	
Brandywine 300 Delaware LLC	 	Delaware	 	51-0391799	
Radnor GP, L.L.C.	 	Delaware	 	23-3063212	
Radnor GP-SDC, L.L.C.	 	Delaware	 	23-3074632	
Radnor GP-200 RC, L.L.C.	 	Delaware	 	23-3074634	
Radnor GP-201 KOP, L.L.C.	 	Delaware	 	23-3074624	
Radnor GP-555 LA, L.L.C.	 	Delaware	 	23-3074629	

401 Plymouth Road, Suite 500
Plymouth Meeting, Pennsylvania 
(Address of principal executive offices)	

19462
(Zip code)	
___________________________
Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

Back to Contents
1.	General information. Furnish the following information as to the Trustee:	
 	 	 	
 	(a)	Name and address of each examining or supervising authority to which it is subject.	

Name	Address	
		
          Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223	
 	 	
          Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045	
 	 	
          Federal Deposit Insurance Corporation	Washington, D.C. 20429	
 	 	
          New York Clearing House Association	New York, New York 10005	
 	 	 	
 	(b)	Whether it is authorized to exercise corporate trust powers.	
 	 	
 	Yes.	
 	 	
2.	Affiliations with Obligor.	
 	 	
 	If the obligor is an affiliate of the trustee, describe each such affiliation. 	
 	 	
 	None.	
 	 	
16.	List of Exhibits. 	
 	 	
 	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).	
 	 	 	
 	1.	A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form 
T-1 filed with Registration Statement No. 333-121195.)	
 	 	 	
 	4.	A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)	
 	 	 	
 	6.	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)	
 	 	 	
 	7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.	

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SIGNATURE
     Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 3rd day of May, 2005.
 	 		
 	THE BANK OF NEW YORK	
 	 	 	
 	By:	/S/    ROBERT A. MASSIMILLO 	
 	 	Name: ROBERT A. MASSIMILLO	
 	 	Title: VICE PRESIDENT	

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EXHIBIT 7

Consolidated Report of Condition of 
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31, 2004, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
ASSETS	Dollar Amounts
In Thousands	
Cash and balances due from depository institutions:	 	
     Noninterest-bearing balances and currency and coin	$  3,866,500	
     Interest-bearing balances	8,455,170	
Securities:	 	
     Held-to-maturity securities	1,885,665	
     Available-for-sale securities	20,781,508	
Federal funds sold and securities purchased under agreements to resell	 	
     Federal funds sold in domestic offices	3,730,007	
     Securities purchased under agreements to resell	847,805	
Loans and lease financing receivables:	 	
     Loans and leases held for sale	0	
     Loans and leases, net of unearned income	36,195,743	
     LESS: Allowance for loan and lease losses	587,611	
     Loans and leases, net of unearned income and allowance	35,608,132	
Trading Assets	4,174,521	
Premises and fixed assets (including capitalized leases)	949,424	
Other real estate owned	754	
Investments in unconsolidated subsidiaries and associated companies	268,366	
Customers' liability to this bank on acceptances outstanding	52,800	
Intangible assets	 	
     Goodwill	2,746,404	
     Other intangible assets	758,137	
Other assets	8,013,234	
 		
Total assets	$92,138,427	
 		
LIABILITIES	 	
Deposits:	 	
     In domestic offices	$41,480,131	
     Noninterest-bearing	16,898,525	
     Interest-bearing	24,581,606	
     In foreign offices, Edge and Agreement subsidiaries, and IBFs	24,028,722	
     Noninterest-bearing	576,431	
     Interest-bearing	23,452,291	
Federal funds purchased and securities sold under agreements to repurchase	 	
     Federal funds purchased in domestic offices	1,040,432	
     Securities sold under agreements to repurchase	491,007	
Trading liabilities	2,724,930	
Other borrowed money:
     (includes mortgage indebtedness and obligations under capitalized leases)	4,780,573	
Not applicable	 	
Bank's liability on acceptances executed and outstanding	54,517	
Subordinated notes and debentures	2,390,000	
Other liabilities	6,901,014	
 		
Total liabilities	$83,891,326	
 		
Minority interest in consolidated subsidiaries	140,499	
 	 	
EQUITY CAPITAL	 	
Perpetual preferred stock and related surplus	0	
Common stock	1,135,284	
Surplus (exclude all surplus related to preferred stock)	2,087,221	
Retained earnings	4,892,420	
Accumulated other comprehensive income	-8,323	
Other equity capital components	0	
 		
Total equity capital	8,106,602	
 		
Total liabilities, minority interest, and equity capital	$92,138,427	

     I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
          Thomas J. Mastro,
Senior Vice President and Comptroller
     We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Thomas A. Renyi
Gerald L. Hassell 
Alan R. Griffith		Directors