As filed with the Securities and Exchange Commission on September 7, 2004
Registration No. 333-117078

	
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, DC 20549 

PRE-EFFECTIVE AMENDMENT NO. 1 TO
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. 

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. 

	
Back to Contents
TABLE OF CO-REGISTRANTS
          	State or Other	 	 	
   	Jurisdiction of	 	 	
 	Incorporation	 	I.R.S. Employer	
Name of Registrant as Specified in its Charter	or Organization	 	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 I.S., L.P.	Pennsylvania	 	23-2947774	
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.	Delaware	 	23-2864652	
111 Arrandale Associates, L.P.	Delaware	 	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 I.S., L.L.C.	Pennsylvania	 	23-2947773	
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	

Back to Contents
 	State or Other	 	 	
 	Jurisdiction of	 	 	
 	Incorporation	 	I.R.S. Employer	
Name of Registrant as Specified in its Charter	or Organization	 	Identification Number	
	 		 		
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	

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 SEPTEMBER 7, 2004

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 ,                       2004

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	51	 	
Experts	53	 	
Legal Matters	53	 	
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. 

Back to Contents
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”). 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. These filings contain important information about us. 
-1-

Back to Contents
Report Filed	 	Date of Filing	
	 		
Annual Report on Form 10-K for the year ended	 	Filed on March 12, 2004	
   December 31, 2003 of Brandywine Realty Trust	 	 	
Annual Report on Form 10-K/A for the year ended	 	Filed on June 22, 2004	
   December 31, 2003 of Brandywine Realty Trust	 	 	
Quarterly Report on Form 10-Q for the quarter ended	 	Filed on May 10, 2004	
   March 31, 2004 of Brandywine Realty Trust	 	 	
Quarterly Report on Form 10-Q for the quarter ended June	 	Filed on August 6, 2004	
   30, 2004 of Brandywine Realty Trust	 	 	
Current Report on Form 8-K of Brandywine Realty Trust	 	Filed on January 7, 2004	
Current Report on Form 8-K of Brandywine Realty Trust	 	Filed on February 3, 2004	
Current Report on Form 8-K of Brandywine Realty Trust	 	Filed on February 5, 2004	
Current Report on Form 8-K of Brandywine Realty Trust	 	Filed on February 27, 2004	
Current Report on Form 8-K of Brandywine Realty Trust	 	Filed on May 27, 2004	
Current Report on Form 8-K of Brandywine Realty Trust	 	Filed on August 19, 2004	
Current Report on Form 8-K of Brandywine Realty Trust	 	Filed on September 3, 2004	
Current Report on Form 8-K of Brandywine Realty Trust	 	Filed on September 3, 2004	
Current Report on Form 8-K of Brandywine Operating Partnership, L.P.	 	Filed on July 1, 2004	
Current Report on Form 8-K of Brandywine Operating Partnership, L.P.	 	Filed on September 3, 2004	
Registration Statement on Form 8-A of Brandywine Realty Trust	 	Filed on October 14, 1997	
Registration Statement on Form 8-A of Brandywine Realty Trust	 	Filed on December 29, 2003	
Registration Statement on Form 8-A of Brandywine Realty Trust	 	Filed on February 5, 2004	
Registration Statement on Form 10 of Brandywine Operating Partnership, L.P.	 	Filed on June 23, 2004	
Registration Statement on Form 10/A of Brandywine Operating Partnership, L.P.	 	Filed on August 20, 2004	
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. 
-2- 

Back to Contents
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, 2003.	
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. 
-3- 

Back to Contents
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 June 30, 2004, we owned 206 office properties, 24 industrial facilities and one mixed-use property containing an aggregate of approximately 15.6 million net rentable square feet (excluding two office properties held by two consolidated real estate ventures). In addition, as of June 30, 2004, we held economic interests in nine unconsolidated real estate ventures that we formed with third parties to develop or own commercial properties. As of June 30, 2004, we had an aggregate investment in these real estate ventures of approximately $13.6 million (net of returns of investment received by us), excluding $2.4 million invested in two of the real estate ventures that were consolidated as of June 30, 2004. We also owned approximately 410 acres of undeveloped land and held options to purchase approximately 61 additional acres. Our properties are located in the office and industrial markets in and surrounding Philadelphia, Pennsylvania, 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 June 30, 2004, 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. 
-4- 

Back to Contents
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 six		 		 		 		 		 		
		months		For the years        		
		ended		ended December 31,        		
						
		June 30,		 	   	 	   	 	   	 	   	 		
		2004		2003		2002		2001		2000		1999		
														
Ratio of earnings to fixed charges	 	2.17		2.34		1.78		1.30		1.48		1.38	 	
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 six 		 		 		 		 		 		
		months 		For the years         		
		ended 		ended December 31,         		
						
		June 30, 		 	   	 	   	 	   	 	   	 		
		2004 		2003 		2002 		2001 		2000 		1999 		
														
Ratio of earnings to combined fixed charges and preferred share distributions 	 	1.80		1.79		1.40		1.04		1.19		1.20	 	
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. 
-5- 

Back to Contents
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 an indenture, as amended or supplemented from time to time, among the Operating Partnership, Brandywine, certain subsidiaries of the Operating Partnership, as guarantors, and a trustee. The form of 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 will be 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, among the Operating Partnership, Brandywine, the lenders party thereto and JP Morgan 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 other 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 of 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), that Subsidiary Guarantor will be deemed released from all of its obligations under the indenture and its guarantee will terminate (Sections 1401 and 1404). 
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. 
-6- 

Back to Contents
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;	
 	 	 	 	
 	(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;	
-7- 

Back to Contents
 	(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). 
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. 
-8- 

Back to Contents
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 that series to be redeemed and ending at the close of business of the day of mailing of the relevant notice of redemption; 	
-9- 

Back to Contents
 	(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.	
 	 	 	
-10- 

Back to Contents
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).	
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). 
-11- 

Back to Contents
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). 
-12- 

Back to Contents
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;	
-13- 

Back to Contents
 	(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). 
-14- 

Back to Contents
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 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).	
-15- 

Back to Contents
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);	
-16- 

Back to Contents
 	(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). 
-17-

Back to Contents
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 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. 
-18-

Back to Contents
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 def initive 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 applicable indenture. Beneficial owners of debt securities evidenced by a global security w ill 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 applicable 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 applicable 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 w ould otherwise act upon the instructions of beneficial owners holding through them. 
-19-

Back to Contents
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). 
-20- 

Back to Contents
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	
 	 	 	
 	(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;	
-21- 

Back to Contents
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, 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. 
-22- 

Back to Contents
“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. 
-23- 

Back to Contents
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, 750,000 have been designated as 7.25% Series A Cumulative Convertible Preferred Shares and are referred to in this prospectus as the Series A 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, 750,000 Series A Preferred Shares, 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 A Preferred Shares, the Series C Preferred Shares or the Series D Preferred Shares. Holders of Series A Preferred Shares, 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 A Preferred Shares, 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.	
-24- 

Back to Contents
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. 
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 A Preferred Shares, 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 o f 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 A Preferred Shares, 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 June 30, 2004, the following preferred shares were outstanding: 
 	•	750,000 Series A Preferred Shares;	
 	 	 	
 	•	2,000,000 Series C Preferred Shares; and	
 	 	 	
 	•	2,300,000 Series D Preferred Shares.	
The holders of the Series A Preferred Shares, 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 A Preferred Shares, 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 A Preferred Shares, 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: 
-25- 

Back to Contents
 	• 	the title and stated value;	
 	 	 	
 	•	the number of shares offered, liquidation preference and offering price;	
 	 	 	
 	• 	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 A Preferred Shares and 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. 
-26- 

Back to Contents
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. 
-27- 

Back to Contents
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. 
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. 
-28- 

Back to Contents
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 repr esented 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. 
-29-

Back to Contents
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. 
-30- 

Back to Contents
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. 
-31- 

Back to Contents
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 its 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. 
-32-

Back to Contents
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.	
-33-

Back to Contents
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 A Preferred Shares, 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 A Preferred Shares, 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.	
-34-

Back to Contents
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 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 sha res 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. 
-35-

Back to Contents
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 A Preferred Shares, 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, proper ty 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.
-36-

Back to Contents
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 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, off icer 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. 
-37-

Back to Contents
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. 
-38- 

Back to Contents
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.	
-39- 

Back to Contents
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;	
 	 	 	 	
 	 	(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. 
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” 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. 
-40- 

Back to Contents
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 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. 
-41- 

Back to Contents
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. 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: 
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. 
-42- 

Back to Contents
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 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. 
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 95%, 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. 
-43- 

Back to Contents
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 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 
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 Brandywine. 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 cor poration 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. 
-44- 

Back to Contents
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 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 pa rtners 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. 
-45- 

Back to Contents
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. 
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). 
-46- 

Back to Contents
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 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. 
-47- 

Back to Contents
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. 
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 qualif ied 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%. 
-48- 

Back to Contents
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 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 corpor ation). 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-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 describe d 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, 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 would thus 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. Brandy wine 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. 
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 treatme nt 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). 
-49- 

Back to Contents
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 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. 
Even if our common shares were not regularly traded on an established securities market, a Non-U.S. shareholder would not be subject to taxation under FIRPTA as a sale of a U.S. real property interest if such Non-U.S. shareholder’s common shares had a fair market value on the date of acquisition that was equal to or less than 5% of our regularly traded class of shares with the lowest fair market value. For purposes of this test, if a Non-U.S. shareholder acquired shares of common shares and subsequently acquired additional shares at a later date, then all such shares would be aggregated and valued as of the date of the subsequent acquisition. 
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. 
-50- 

Back to Contents
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.
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. 
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. 
-51- 

Back to Contents
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. 
-52- 

Back to Contents
EXPERTS 
The financial statements and financial statement schedules of Brandywine Realty Trust as of December 31, 2003 and 2002 and for each of the three years ended December 31, 2003 incorporated in this prospectus by reference to Brandywine Realty Trust’s Annual Report on Form 10-K/A dated June 22, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, given on the authority of said firm as experts in auditing and accounting. 
The financial statements and financial statement schedules of Brandywine Operating Partnership, L.P. as of December 31, 2003 and 2002 and for each of the three years ended December 31, 2003 incorporated in this prospectus by reference to Brandywine Operating Partnership L.P.’s Registration Statement on Form 10/A dated August 20, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, 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. 
-53- 

Back to Contents
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	$	190,050	 	
Printing and engraving expenses	$	50,000	 	
Legal fees and expenses	$	300,000	 	
Accounting fees and expenses	$	100,000	 	
Trustees and transfer agents fees	$	50,000	 	
Miscellaneous	$	50,000	 	
 	 		 	
   Total	$	740,050	 	
 	 		 	
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. 
II-1 

Back to Contents
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 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.	
 	 	 	
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 (Incorporated by reference to Exhibit 3.1 to Brandywine’s Current Report on Form 8-K dated October 13, 1998).	
II-2 

Back to Contents
Exhibit No.	 	Description	
	 		
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 (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 (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 (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).	
II-3 

Back to Contents
Exhibit No.	 	Description	
	 		
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.	
 	 	 	
3.24	 	Amended and Restated Agreement of Limited Partnership of AAPOP 2, L.P.	
 	 	 	
3.25	 	Certificate of Limited Partnership as amended of Brandywine Ambassador, L.P.	
 	 	 	
3.26	 	Agreement of Limited Partnership for Brandywine Ambassador, L.P.	
 	 	 	
3.27	 	Certificate of Limited Partnership as amended for Brandywine Central, L.P.	
 	 	 	
3.28	 	Second Amended and Restated Agreement of Limited Partnership for Brandywine Central, L.P.	
 	 	 	
3.29	 	Certificate of Limited Partnership for Brandywine Cira, L.P.	
 	 	 	
3.30	 	Agreement of Limited Partnership of Brandywine Cira, L.P.	
 	 	 	
3.31	 	Certificate of Limited Partnership as amended for Brandywine F.C., L.P.	
 	 	 	
3.32	 	Agreement of Limited Partnership of Brandywine F.C., L.P.	
 	 	 	
3.33	 	Certificate of Limited Partnership as amended for Brandywine Grande B, L.P.	
 	 	 	
3.34	 	Second Amended and Restated Agreement of Limited Partnership for Brandywine Grande B, L.P.	
 	 	 	
3.35	 	Certificate of Limited Partnership as amended for Brandywine I.S., L.P.	
 	 	 	
3.36	 	Agreement of Limited Partnership for Brandywine I.S., L.P.	
 	 	 	
3.37	 	Certificate of Limited Partnership as amended for Brandywine Metroplex, L.P.	
 	 	 	
3.38	 	Agreement of Limited Partnership for Brandywine Metroplex, L.P.	
 	 	 	
3.39	 	Certificate of Limited Partnership, as amended for Brandywine Operating Partnership, L.P.	
 	 	 	
3.40	 	Certificate of Limited Partnership as amended for Brandywine P.M., L.P.	
 	 	 	
3.41	 	Agreement of Limited Partnership for Brandywine P.M., L.P.	
II-4

Back to Contents
Exhibit No.	 	Description	
	 		
3.42	 	Certificate of Limited Partnership as amended for Brandywine TB Florig, L.P.	
 	 	 	
3.43	 	Agreement of Limited Partnership for Brandywine TB Florig, L.P.	
 	 	 	
3.44	 	Certificate of Limited Partnership as amended for Brandywine TB Inn L.P.	
 	 	 	
3.45	 	Agreement of Limited Partnership for Brandywine TB Inn, L.P.	
 	 	 	
3.46	 	Certificate of Limited Partnership as amended for Brandywine TB I, L.P.	
 	 	 	
3.47	 	Agreement of Limited Partnership for Brandywine TB I, L.P.	
 	 	 	
3.48	 	Certificate of Limited Partnership as amended for Brandywine TB II, L.P.	
 	 	 	
3.49	 	Agreement of Limited Partnership for Brandywine TB II, L.P.	
 	 	 	
3.50	 	Certificate of Limited Partnership as amended for Brandywine TB V, L.P.	
 	 	 	
3.51	 	Agreement of Limited Partnership for Brandywine TB V, L.P.	
 	 	 	
3.52	 	Certificate of Limited Partnership as amended for Brandywine TB VI, L.P.	
 	 	 	
3.53	 	Agreement of Limited Partnership for Brandywine TB VI, L.P.	
 	 	 	
3.54	 	Certificate of Limited Partnership as amended for Brandywine TB VIII, L.P.	
 	 	 	
3.55	 	Agreement of Limited Partnership for Brandywine TB VIII, L.P.	
 	 	 	
3.56	 	Amended and Restated Certificate of Limited Partnership as amended for C/N Iron Run Limited Partnership III.	
 	 	 	
3.57	 	Amended and Restated Agreement of Limited Partnership for C/N Iron Run Limited Partnership III. 	
 	 	 	
3.58	 	Amended and Restated Certificate of Limited Partnership as amended for C/N Leedom Limited Partnership II.	
 	 	 	
3.59	 	Amended and Restated Agreement of Limited Partnership for C/N Leedom Limited Partnership II. 	
 	 	 	
3.60	 	Amended and Restated Certificate of Limited Partnership I.	
 	 	 	
3.61	 	Amended and Restated Agreement of Limited Partnership for C/N Oaklands Limited Partnership I. 	
 	 	 	
3.62	 	Restated Certificate of Limited Partnership as amended for C/N Oaklands Limited Partnership III.	
 	 	 	
3.63	 	Amended and Restated Agreement of Limited Partnership for C/N Oaklands Limited Partnership III. 	
 	 	 	
3.64	 	Certificate of Limited Partnership as amended for e-Tenants.com Holding, L.P.	
 	 	 	
3.65	 	Amended and Restated Agreement of Limited Partnership for e-Tenants.com Holding, L.P.	
 	 	 	
3.66	 	Amended and Restated Certificate of Limited Partnership as amended for Fifteen Horsham, L.P.	
II-5

Back to Contents
Exhibit No.	 	Description	
	 		
3.67	 	Agreement of Limited Partnership for Fifteen Horsham, L.P.	
 	 	 	
3.68	 	Amended and Restated Certificate of Limited Partnership, as amended for Iron Run Limited Partnership V.	
 	 	 	
3.69	 	Amended and Restated Agreement of Limited Partnership for Iron Run Limited Partnership V.	
 	 	 	
3.70	 	Amended and Restated Certificate of Limited Partnership as amended for LC/N Horsham Limited Partnership.	
 	 	 	
3.71	 	Amended and Restated Agreement of Limited Partnership for LC/N Horsham Limited Partnership.	
 	 	 	
3.72	 	Amended and Restated Certificate of Limited Partnership as amended for LC/N Keith Valley Limited Partnership I.	
 	 	 	
3.73	 	Amended and Restated Agreement of Limited Partnership for LC/N Keith Valley Limited Partnership I.	
 	 	 	
3.74	 	Amended and Restated Certificate of Limited Partnership as amended for Newtech IV Limited Partnership.	
 	 	 	
3.75	 	Amended and Restated Agreement of Limited Partnership for Newtech IV Limited Partnership.	
 	 	 	
3.76	 	Amended and Restated Certificate of Limited Partnership as amended for Nichols Lansdale Limited Partnership III.	
 	 	 	
3.77	 	Amended and Restated Agreement of Limited Partnership for Nichols Lansdale Limited Partnership III.	
 	 	 	
3.78	 	Amended and Restated Certificate of Limited Partnership as amended for Witmer Operating Partnership I, L.P.	
 	 	 	
3.79	 	Amended and Restated Agreement of Limited Partnership for Witmer Operating Partnership I, L.P.	
 	 	 	
3.80	 	Certificate of Limited Partnership as amended for 100 Arrandale Associates, L.P.	
 	 	 	
3.81	 	Second Amended and Restated Agreement of Limited Partnership for 100 Arrandale Associates, L.P.	
 	 	 	
3.82	 	Certificate of Limited Partnership as amended for 111 Arrandale Associates, L.P.	
 	 	 	
3.83	 	Second Amended and Restated Agreement of Limited Partnership for 111 Arrandale Associates, L.P.	
 	 	 	
3.84	 	Certificate of Limited Partnership as amended for 440 Creamery Way Associates, L.P.	
 	 	 	
3.85	 	Second Amended and Restated Agreement of Limited Partnership for 440 Creamery Way Associates, L.P.	
 	 	 	
3.86	 	Certificate of Limited Partnership as amended for 442 Creamery Way Associates, L.P.	
II-6 

Back to Contents
Exhibit No.	 	Description	
	 		
3.87	 	Second Amended and Restated Agreement of Limited Partnership for 442 Creamery Way Associates, L.P.	
 	 	 	
3.88	 	Certificate of Limited Partnership as amended for 481 John Young Way Associates, L.P.	
 	 	 	
3.89	 	Second Amended and Restated Agreement of Limited Partnership for 481 John Young Way Associates, L.P.	
 	 	 	
3.90	 	Amended and Restated General Partnership Agreement for Interstate Center Associates.	
 	 	 	
3.91	 	Second Amendment to the General Partnership Agreement for IR Northlight II Associates.	
 	 	 	
3.92	 	Third Amended and Restated General Partnership Agreement for Plymouth TFC General Partnership.	
 	 	 	
3.93	 	Certificate of Incorporation for BTRS, Inc.	
 	 	 	
3.94	 	Bylaws of BTRS, Inc.	
 	 	 	
3.95	 	Articles of Incorporation as amended for Southpoint Land Holdings, Inc.	
 	 	 	
3.96	 	Bylaws of Southpoint Land Holdings, Inc.	
 	 	 	
3.97	 	Articles of Incorporation as amended for Valleybrooke Land Holdings, Inc.	
 	 	 	
3.98	 	Bylaws of Valleybrooke Land Holdings, Inc.	
 	 	 	
3.99	 	Certificate of Organization as amended for Brandywine Ambassador, L.L.C.	
 	 	 	
3.100	 	Operating Agreement for Brandywine Ambassador, L.L.C.	
 	 	 	
3.101	 	Articles of Organization for Brandywine Charlottesville LLC.	
 	 	 	
3.102	 	Operating Agreement for Brandywine Charlottesville LLC.	
 	 	 	
3.103	 	Certificate of Formation for Brandywine Christina LLC.	
 	 	 	
3.104	 	Operating Agreement for Brandywine Christina LLC.	
 	 	 	
3.105	 	Certificate of Organization for Brandywine Cira, LLC.	
 	 	 	
3.106	 	Operating Agreement for Brandywine Cira, LLC.	
 	 	 	
3.107	 	Certificate of Formation as amended for Brandywine Dabney, LLC.	
 	 	 	
3.108	 	Limited Liability Company Agreement for Brandywine Dabney, LLC.	
 	 	 	
3.109	 	Certificate of Organization as amended for Brandywine Dominion, LLC.	
 	 	 	
3.110	 	Operating Agreement for Brandywine Dominion, LLC.	
 	 	 	
3.111	 	Certificate of Organization as amended for Brandywine F.C., LLC.	
 	 	 	
3.112	 	Operating Agreement for Brandywine F.C., LLC.	
II-7

Back to Contents
Exhibit No.	 	Description	
	 		
3.113	 	Certificate of Organization as amended for Brandywine I.S., LLC.	
 	 	 	
3.114	 	Operating Agreement for Brandywine I.S., LLC.	
 	 	 	
3.115	 	Certificate of Formation for Brandywine Interstate 50, L.L.C.	
 	 	 	
3.116	 	Limited Liability Company Agreement for Brandywine Interstate 50, L.L.C.	
 	 	 	
3.117	 	Certificate of Formation as amended for Brandywine – Main Street, LLC.	
 	 	 	
3.118	 	Second Amended and Restated Operating Agreement for Brandywine – Main Street, LLC.	
 	 	 	
3.119	 	Certificate of Organization as amended for Brandywine Metroplex, LLC.	
 	 	 	
3.120	 	Operating Agreement for Brandywine Metroplex, LLC.	
 	 	 	
3.121	 	Certificate of Organization as amended for Brandywine P.M., LLC.	
 	 	 	
3.122	 	Operating Agreement for Brandywine P.M., LLC.	
 	 	 	
3.123	 	Limited Liability Company Agreement for Brandywine Piazza, L.L.C.	
 	 	 	
3.125	 	Certificate of Formation for Brandywine Plaza 1000, L.L.C.	
 	 	 	
3.126	 	Limited Liability Company Agreement for Brandywine Plaza 1000, L.L.C.	
 	 	 	
3.127	 	Certificate of Formation for Brandywine Promenade, L.L.C.	
 	 	 	
3.128	 	Limited Liability Company Agreement for Brandywine Promenade, L.L.C.	
 	 	 	
3.129	 	Certificate of Organization as amended for Brandywine TB Florig, LLC.	
 	 	 	
3.130	 	Operating Agreement of Brandywine TB Florig, LLC.	
 	 	 	
3.119	 	Certificate of Organization as amended for Brandywine Metroplex, LLC.	
 	 	 	
3.120	 	Operating Agreement for Brandywine Metroplex, LLC.	
 	 	 	
3.121	 	Certificate of Organization as amended for Brandywine P.M., LLC.	
 	 	 	
3.122	 	Operating Agreement for Brandywine P.M., LLC.	
 	 	 	
3.123	 	Limited Liability Company Agreement for Brandywine Piazza, L.L.C.	
 	 	 	
3.125	 	Certificate of Formation for Brandywine Plaza 1000, L.L.C.	
 	 	 	
3.126	 	Limited Liability Company Agreement for Brandywine Plaza 1000, L.L.C.	
 	 	 	
3.127	 	Certificate of Formation for Brandywine Promenade, L.L.C.	
 	 	 	
3.128	 	Limited Liability Company Agreement for Brandywine Promenade, L.L.C.	
 	 	 	
3.129	 	Certificate of Organization as amended for Brandywine TB Florig, LLC.	
 	 	 	
II-8

Back to Contents
Exhibit No.	 	Description	
	 		
3.130	 	Operating Agreement of Brandywine TB Florig, LLC.	
 	 	 	
3.131	 	Certificate of Organization as amended for Brandywine TB Inn, LLC.	
 	 	 	
3.132	 	Operating Agreement of Brandywine TB Inn, LLC.	
 	 	 	
3.133	 	Certificate of Organization as amended for Brandywine TB I, LLC.	
 	 	 	
3.134	 	Operating Agreement of Brandywine TB I, LLC.	
 	 	 	
3.135	 	Certificate of Organization as amended for Brandywine TB II, LLC.	
 	 	 	
3.136	 	Operating Agreement of Brandywine TB II, LLC.	
 	 	 	
3.137	 	Certificate of Organization as amended for Brandywine TB V, LLC.	
 	 	 	
3.138	 	Operating Agreement of Brandywine TB V, LLC.	
 	 	 	
3.139	 	Certificate of Organization as amended for Brandywine TB VI, LLC.	
 	 	 	
3.140	 	Operating Agreement of Brandywine TB VI, LLC.	
 	 	 	
3.141	 	Certificate of Organization as amended for Brandywine TB VIII, LLC.	
 	 	 	
3.142	 	Operating Agreement of Brandywine TB VIII, LLC.	
 	 	 	
3.143	 	Certificate of Formation as amended for Brandywine Trenton Urban Renewal, L.L.C.	
 	 	 	
3.144	 	Amended and Restated Operating Agreement of Brandywine Trenton Urban Renewal, L.L.C.	
 	 	 	
3.145	 	Certificate of Organization as amended for Brandywine Witmer, L.L.C.	
 	 	 	
3.146	 	Operating Agreement of Brandywine Witmer, L.L.C.	
 	 	 	
3.147	 	Certificate of Formation for Christiana Center Operating Company III, LLC.	
 	 	 	
3.148	 	Amended and Restated Operating Agreement for Christiana Center Operating Company III, LLC.	
 	 	 	
3.149	 	Certificate of Formation as amended for e-Tenants LLC.	
 	 	 	
3.150	 	Amended and Restated Limited Liability Company Agreement for e-Tenants LLC.	
 	 	 	
3.151	 	Certificate of Formation for Brandywine Greentree V, LLC.	
 	 	 	
3.152	 	Operating Agreement for Brandywine Greentree V, LLC.	
 	 	 	
3.153	 	Certificate of Formation of Brandywine Grande B, LLC.	
 	 	 	
3.154	 	Operating Agreement of Brandywine Grande B, LLC.	
 	 	 	
4.1	 	Form of Common Share Warrant Agreement.	
 	 	 	
4.2	 	Form of Deposit Agreement.	
II-9

Back to Contents
Exhibit No.	 	Description	
	 		
4.3	 	Form of Indenture.	
 	 	 	
4.4	 	Form of Note.	
 	 	 	
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	 	Consent of PricewaterhouseCoopers LLP.	
 	 	 	
23.2	 	Consent of Ernst & Young LLP (Incorporated by reference to Exhibit 23.1 to each of Brandywine’s and the Operating Partnership’s Current Reports on Form 8-K filed September 3, 2004).	
 	 	 	
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.**	
 	 	 	
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). 	
**	 Previously filed as an exhibit to this Registration Statement. 	
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;	
II-10 

Back to Contents
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 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.	
II-11 

Back to Contents
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 7th day of September, 2004. 
 	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	
II-12 

Back to Contents
 	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 Realty Trust, a Maryland real estate investment trust, its general partner 	
 	 	 	 	 	 	
 	BRANDYWINE I.S., L.P. 	
 	 	 	 	 	 	
 	By:	Brandywine I.S., 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-13 

Back to Contents
 	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 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 	
II-14 

Back to Contents
 	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 	
 	 	 	 	 	
 	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 	
II-15

Back to Contents
 	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 	
 	 	 	 	 	
 	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 	
II-16

Back to Contents
 	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 	
 	 	 	 	 	 	
 	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-17

Back to Contents
 	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-18

Back to Contents
 	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 	
 	 	 	 	 	
II-19

Back to Contents
 	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 	
 	 	 	 	
II-20

Back to Contents
 	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 	
 	 	 	 	 	 	
 	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 	
II-21 

Back to Contents
 	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 	
 	 	 	 	 	 	
 	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 	
II-22 

Back to Contents
 	BRANDYWINE I.S., 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 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 	
 	 	 	 	 	 	
 	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 	
II-23 

Back to Contents
 	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 	
 	 	 	 	
 	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 	
II-24

Back to Contents
  
 	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 	
 	 	 	 	 	
 	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 	
 	 	 	 	 	
 	 	By: /s/ Gerard H. Sweeney	
 	 		
 	 	Name: Gerard H. Sweeney	
 	 	Title: President and Chief Executive Officer of each of the above-named co-registrants	
II-25

Back to Contents
SIGNATURES 
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons on September 7, 2004 in the capacities indicated. 
* * * 
   Signature	 	Title(s)	

 	/s/ Gerard H. Sweeney	 	President, Chief Executive Officer and	
		 	Trustee (Principal Executive Officer)	
 	Gerard H. Sweeney	 	 	
 	 	 	 	
 	*	 	Senior Vice President and Chief Financial	
		 	Officer	
 	Christopher P. Marr	 	 	
 	 	 	 	
 	*	 	Vice President – Finance and Chief	
		 	Accounting Officer	
 	Timothy M. Martin	 	 	
 	 	 	 	
 	*	 	Chairman of the Board of Trustees	
		 	 	
 	Walter D’Alessio	 	 	
 	 	 	 	
 	*	 	Trustee	
		 	 	
 	D. Pike Aloian	 	 	
 	 	 	 	
 	*	 	Trustee	
		 	 	
 	Donald E. Axinn	 	 	
 	 	 	 	
 	*	 	Trustee	
		 	 	
 	Michael J. Joyce	 	 	
 	*	 	Trustee	
		 	 	
 	Robert C. Larson	 	 	
 	*	 	Trustee	
		 	 	
 	Anthony A. Nichols, Sr.	 	 	
 	*	 	Trustee	
		 	 	
 	Charles P. Pizzi	 	 	
 	 	 	 	
*By: Attorney-in-fact pursuant to power of attorney filed as part of this registration statement.	
 	 	 	 	
 	/s/ Gerard H. Sweeney	 	 	
		 	 	
 	Gerard H. Sweeney 	 	 	
II-26

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 (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 (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 (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 (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).	

Exhibit No.	 	Description	
	 		
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.	
 	 	 	
3.24	 	Amended and Restated Agreement of Limited Partnership of AAPOP 2, L.P.	
 	 	 	
3.25	 	Certificate of Limited Partnership as amended of Brandywine Ambassador, L.P.	
 	 	 	
3.26	 	Agreement of Limited Partnership for Brandywine Ambassador, L.P.	
 	 	 	
3.27	 	Certificate of Limited Partnership as amended for Brandywine Central, L.P.	
 	 	 	
3.28	 	Second Amended and Restated Agreement of Limited Partnership for Brandywine Central, L.P.	
 	 	 	
3.29	 	Certificate of Limited Partnership for Brandywine Cira, L.P.	
 	 	 	
3.30	 	Agreement of Limited Partnership of Brandywine Cira, L.P.	
 	 	 	
3.31	 	Certificate of Limited Partnership as amended for Brandywine F.C., L.P.	
 	 	 	
3.32	 	Agreement of Limited Partnership of Brandywine F.C., L.P.	
 	 	 	
3.33	 	Certificate of Limited Partnership as amended for Brandywine Grande B, L.P.	
 	 	 	
3.34	 	Third Amended and Restated Agreement of Limited Partnership for Brandywine Grande B, L.P.	
 	 	 	
3.35	 	Certificate of Limited Partnership as amended for Brandywine I.S., L.P.	
 	 	 	
3.36	 	Agreement of Limited Partnership for Brandywine I.S., L.P.	
 	 	 	
3.37	 	Certificate of Limited Partnership as amended for Brandywine Metroplex, L.P.	

Exhibit No.	 	Description	
	 		
3.38	 	Agreement of Limited Partnership for Brandywine Metroplex, L.P.	
 	 	 	
3.39	 	Certificate of Limited Partnership, as amended for Brandywine Operating Partnership, L.P.	
 	 	 	
3.40	 	Certificate of Limited Partnership as amended for Brandywine P.M., L.P.	
 	 	 	
3.41	 	Agreement of Limited Partnership for Brandywine P.M., L.P.	
 	 	 	
3.42	 	Certificate of Limited Partnership as amended for Brandywine TB Florig, L.P.	
 	 	 	
3.43	 	Agreement of Limited Partnership for Brandywine TB Florig, L.P.	
 	 	 	
3.44	 	Certificate of Limited Partnership as amended for Brandywine TB Inn L.P.	
 	 	 	
3.45	 	Agreement of Limited Partnership for Brandywine TB Inn, L.P.	
 	 	 	
3.46	 	Certificate of Limited Partnership as amended for Brandywine TB I, L.P.	
 	 	 	
3.47	 	Agreement of Limited Partnership for Brandywine TB I, L.P.	
 	 	 	
3.48	 	Certificate of Limited Partnership as amended for Brandywine TB II, L.P.	
 	 	 	
3.49	 	Agreement of Limited Partnership for Brandywine TB II, L.P.	
 	 	 	
3.50	 	Certificate of Limited Partnership as amended for Brandywine TB V, L.P.	
 	 	 	
3.51	 	Agreement of Limited Partnership for Brandywine TB V, L.P.	
 	 	 	
3.52	 	Certificate of Limited Partnership as amended for Brandywine TB VI, L.P.	
 	 	 	
3.53	 	Agreement of Limited Partnership for Brandywine TB VI, L.P.	
 	 	 	
3.54	 	Certificate of Limited Partnership as amended for Brandywine TB VIII, L.P.	
 	 	 	
3.55	 	Agreement of Limited Partnership for Brandywine TB VIII, L.P.	
 	 	 	
3.56	 	Amended and Restated Certificate of Limited Partnership as amended for C/N Iron Run Limited Partnership III.	
 	 	 	
3.57	 	Amended and Restated Agreement of Limited Partnership for C/N Iron Run Limited Partnership III.	
 	 	 	
3.58	 	Amended and Restated Certificate of Limited Partnership as amended for C/N Leedom Limited Partnership II.	
 	 	 	
3.59	 	Amended and Restated Agreement of Limited Partnership for C/N Leedom Limited Partnership II.	
 	 	 	
3.60	 	Amended and Restated Certificate of Limited Partnership for C/N Oaklands Limited Partnership I.	
 	 	 	
3.61	 	Amended and Restated Agreement of Limited Partnership for C/N Oaklands Limited Partnership I.	
 	 	 	
3.62	 	Restated Certificate of Limited Partnership as amended for C/N Oaklands Limited Partnership III.	
 	 	 	
3.63	 	Amended and Restated Agreement of Limited Partnership for C/N Oaklands Limited Partnership III.	

Back to Contents
Exhibit No.	 	Description	
	 		
3.64	 	Certificate of Limited Partnership as amended for e-Tenants.com Holding, L.P.	
 	 	 	
3.65	 	Amended and Restated Agreement of Limited Partnership for e-Tenants.com Holding, L.P.	
 	 	 	
3.66	 	Amended and Restated Certificate of Limited Partnership as amended for Fifteen Horsham, L.P.	
 	 	 	
3.67	 	Agreement of Limited Partnership for Fifteen Horsham, L.P.	
 	 	 	
3.68	 	Amended and Restated Certificate of Limited Partnership, as amended for Iron Run Limited Partnership V.	
 	 	 	
3.69	 	Amended and Restated Agreement of Limited Partnership for Iron Run Limited Partnership V.	
 	 	 	
3.70	 	Amended and Restated Certificate of Limited Partnership as amended for LC/N Horsham Limited Partnership.	
 	 	 	
3.71	 	Amended and Restated Agreement of Limited Partnership for LC/N Horsham Limited Partnership.	
 	 	 	
3.72	 	Amended and Restated Certificate of Limited Partnership as amended for LC/N Keith Valley Limited Partnership I.	
 	 	 	
3.73	 	Amended and Restated Agreement of Limited Partnership for LC/N Keith Valley Limited Partnership I.	
 	 	 	
3.74	 	Amended and Restated Certificate of Limited Partnership as amended for Newtech IV Limited Partnership.	
 	 	 	
3.75	 	Amended and Restated Agreement of Limited Partnership for Newtech IV Limited Partnership.	
 	 	 	
3.76	 	Amended and Restated Certificate of Limited Partnership as amended for Nichols Lansdale Limited Partnership III.	
 	 	 	
3.77	 	Amended and Restated Agreement of Limited Partnership for Nichols Lansdale Limited Partnership III.	
 	 	 	
3.78	 	Amended and Restated Certificate of Limited Partnership as amended for Witmer Operating Partnership I, L.P.	
 	 	 	
3.79	 	Amended and Restated Agreement of Limited Partnership for Witmer Operating Partnership I, L.P.	
 	 	 	
3.80	 	Certificate of Limited Partnership as amended for 100 Arrandale Associates, L.P.	
 	 	 	
3.81	 	Second Amended and Restated Agreement of Limited Partnership for 100 Arrandale Associates, L.P.	
 	 	 	
3.82	 	Certificate of Limited Partnership as amended for 111 Arrandale Associates, L.P.	
 	 	 	
3.83	 	Second Amended and Restated Agreement of Limited Partnership for 111 Arrandale Associates, L.P.	
 	 	 	
3.84	 	Certificate of Limited Partnership as amended for 440 Creamery Way Associates, L.P.	
 	 	 	
3.85	 	Second Amended and Restated Agreement of Limited Partnership for 440 Creamery Way Associates, L.P.	
 	 	 	
3.86	 	Certificate of Limited Partnership as amended for 442 Creamery Way Associates, L.P.	

Back to Contents
Exhibit No.	 	Description	
	 		
3.87	 	Second Amended and Restated Agreement of Limited Partnership for 442 Creamery Way Associates, L.P.	
 	 	 	
3.88	 	Certificate of Limited Partnership as amended for 481 John Young Way Associates, L.P.	
 	 	 	
3.89	 	Second Amended and Restated Agreement of Limited Partnership for 481 John Young Way Associates, L.P.	
 	 	 	
3.90	 	Amended and Restated General Partnership Agreement for Interstate Center Associates.	
 	 	 	
3.91	 	Second Amendment to the General Partnership Agreement for IR Northlight II Associates.	
 	 	 	
3.92	 	Third Amended and Restated General Partnership Agreement for Plymouth TFC General Partnership.	
 	 	 	
3.93	 	Certificate of Incorporation for BTRS, Inc.	
 	 	 	
3.94	 	Bylaws of BTRS, Inc.	
 	 	 	
3.95	 	Articles of Incorporation as amended for Southpoint Land Holdings, Inc.	
 	 	 	
3.96	 	Bylaws of Southpoint Land Holdings, Inc.	
 	 	 	
3.97	 	Articles of Incorporation as amended for Valleybrooke Land Holdings, Inc.	
 	 	 	
3.98	 	Bylaws of Valleybrooke Land Holdings, Inc.	
 	 	 	
3.99	 	Certificate of Organization as amended for Brandywine Ambassador, L.L.C.	
 	 	 	
3.100	 	Operating Agreement for Brandywine Ambassador, L.L.C.	
 	 	 	
3.101	 	Articles of Organization for Brandywine Charlottesville LLC.	
 	 	 	
3.102	 	Operating Agreement for Brandywine Charlottesville LLC.	
 	 	 	
3.103	 	Certificate of Formation for Brandywine Christina LLC.	
 	 	 	
3.104	 	Operating Agreement for Brandywine Christina LLC.	
 	 	 	
3.105	 	Certificate of Organization for Brandywine Cira, LLC.	
 	 	 	
3.106	 	First Amended and Restated Operating Agreement for Brandywine Cira, LLC.	
 	 	 	
3.107	 	Certificate of Formation as amended for Brandywine Dabney, LLC.	
 	 	 	
3.108	 	Limited Liability Company Agreement for Brandywine Dabney, LLC.	
 	 	 	
3.109	 	Certificate of Organization as amended for Brandywine Dominion, LLC.	
 	 	 	
3.110	 	Operating Agreement for Brandywine Dominion, LLC.	
 	 	 	
3.111	 	Certificate of Organization as amended for Brandywine F.C., LLC.	
 	 	 	
3.112	 	Operating Agreement for Brandywine F.C., LLC.	
 	 	 	
3.113	 	Certificate of Organization as amended for Brandywine I.S., LLC.	
 	 	 	
3.114	 	Operating Agreement for Brandywine I.S., LLC.	

Back to Contents
Exhibit No.	 	Description	
	 		
3.115	 	Certificate of Formation for Brandywine Interstate 50, L.L.C.	
 	 	 	
3.116	 	Limited Liability Company Agreement for Brandywine Interstate 50, L.L.C.	
 	 	 	
3.117	 	Certificate of Formation as amended for Brandywine – Main Street, LLC.	
 	 	 	
3.118	 	Second Amended and Restated Operating Agreement for Brandywine – Main Street, LLC.	
 	 	 	
3.119	 	Certificate of Organization as amended for Brandywine Metroplex, LLC.	
 	 	 	
3.120	 	Operating Agreement for Brandywine Metroplex, LLC.	
 	 	 	
3.121	 	Certificate of Organization as amended for Brandywine P.M., LLC.	
 	 	 	
3.122	 	Operating Agreement for Brandywine P.M., LLC.	
 	 	 	
3.123	 	Certificate of Formation for Brandywine Piazza, L.L.C.	
 	 	 	
3.124	 	Limited Liability Company Agreement for Brandywine Piazza, L.L.C.	
 	 	 	
3.125	 	Certificate of Formation for Brandywine Plaza 1000, L.L.C.	
 	 	 	
3.126	 	Limited Liability Company Agreement for Brandywine Plaza 1000, L.L.C.	
 	 	 	
3.127	 	Certificate of Formation for Brandywine Promenade, L.L.C.	
 	 	 	
3.128	 	Limited Liability Company Agreement for Brandywine Promenade, L.L.C.	
 	 	 	
3.129	 	Certificate of Organization as amended for Brandywine TB Florig, LLC.	
 	 	 	
3.130	 	Operating Agreement of Brandywine TB Florig, LLC.	
 	 	 	
3.131	 	Certificate of Organization as amended for Brandywine TB Inn, LLC.	
 	 	 	
3.132	 	Operating Agreement of Brandywine TB Inn, LLC.	
 	 	 	
3.133	 	Certificate of Organization as amended for Brandywine TB I, LLC.	
 	 	 	
3.134	 	Operating Agreement of Brandywine TB I, LLC.	
 	 	 	
3.135	 	Certificate of Organization as amended for Brandywine TB II, LLC.	
 	 	 	
3.136	 	Operating Agreement of Brandywine TB II, LLC.	
 	 	 	
3.137	 	Certificate of Organization as amended for Brandywine TB V, LLC.	
 	 	 	
3.138	 	Operating Agreement of Brandywine TB V, LLC.	
 	 	 	
3.139	 	Certificate of Organization as amended for Brandywine TB VI, LLC.	
 	 	 	
3.140	 	Operating Agreement of Brandywine TB VI, LLC.	
 	 	 	
3.141	 	Certificate of Organization as amended for Brandywine TB VIII, LLC.	
 	 	 	
3.142	 	Operating Agreement of Brandywine TB VIII, LLC.	
 	 	 	
3.143	 	Certificate of Formation as amended for Brandywine Trenton Urban Renewal, L.L.C.	
 	 	 	
3.144	 	Amended and Restated Operating Agreement of Brandywine Trenton Urban Renewal, L.L.C.	

Back to Contents
Exhibit No.	 	Description	
	 		
3.145	 	Certificate of Organization as amended for Brandywine Witmer, L.L.C.	
 	 	 	
3.146	 	Operating Agreement of Brandywine Witmer, L.L.C.	
 	 	 	
3.147	 	Certificate of Formation for Christiana Center Operating Company III, LLC.	
 	 	 	
3.148	 	Amended and Restated Operating Agreement for Christiana Center Operating Company III, LLC.	
 	 	 	
3.149	 	Certificate of Formation as amended for e-Tenants LLC.	
 	 	 	
3.150	 	Amended and Restated Limited Liability Company Agreement for e-Tenants LLC.	
 	 	 	
3.151	 	Certificate of Formation for Brandywine Greentree V, LLC.	
 	 	 	
3.152	 	Operating Agreement for Brandywine Greentree V, LLC.	
 	 	 	
3.153	 	Certificate of Formation of Brandywine Grande B, LLC.	
 	 	 	
3.154	 	Operating Agreement of Brandywine Grande B, LLC.	
 	 	 	
4.1	 	Form of Common Share Warrant Agreement.	
 	 	 	
4.2	 	Form of Deposit Agreement.	
 	 	 	
4.3	 	Form of Indenture.	
 	 	 	
4.4	 	Form of Note.	
 	 	 	
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	 	Consent of PricewaterhouseCoopers LLP.	
 	 	 	
23.2	 	Consent of Ernst & Young LLP (Incorporated by reference to Exhibit 23.1 to each of Brandywine’s and the Operating Partnership’s Current Reports on Form 8-K filed September 3, 2004).	
 	 	 	
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.**	
 	 	 	
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). 	
**	 Previously filed as an exhibit to this Registration Statement. 	

BRANDYWINE OPERATING PARTNERSHIP, L.P.
DEBT SECURITIES
UNDERWRITING AGREEMENT
________ __, 2004
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 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.	
2

                    (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; 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 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.	
3

                    (e)      The Parent Guarantor and its subsidiaries (including 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, 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 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 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 the Operating Partnership), taken as a whole, or (ii) an adverse effect on the ability to perform on the part of, or the performance by, the Operating Partnership and the Guarantors of their respective obligations hereunder and under the Indenture, the Securities and the Guarantees (collectively, a “Material Adverse Effect”); the Parent Guarantor has been duly formed and is validly existing as a real estate investment trust in good standing under the laws of the State of Maryland, with trust power and authority to own its properties and conduct its business as described in the 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.	
4

                    (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 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. 	
5

                    (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 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 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 the Operating Partnership) is a party or by which the Parent Guarantor or any of its subsidiaries (including the Operating Partnership) is bound or to which any of the property or assets of the Parent Guarantor or any of its subsidiaries (including 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 the Operating Partnership) or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issue and sale of the Designated Securities, the issue of the Guarantees or the consummation by the Operating Partnership and the Guarantors of the other transactions contemplated by this Agreement, the applicable Pricing Agreement or the Indenture, except such as have been, or shall have been prior to the Time of Delivery, obtained under the Securities Act or the Trust Indenture Act and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters.	
 	
                    (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 the Operating Partnership) is a party or to which any property of the Parent Guarantor or any of its consolidated subsidiaries (including 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.	
6

                    (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 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 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, 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 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. 	
7

                    (t)      The Parent Guarantor and its consolidated subsidiaries (including 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 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 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 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 the Operating Partnership) has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended; in the ordinary course of its business, the Operating Partnership and the Parent Guarantor periodically review the effect of Environmental Laws on the business, operations and properties of the Operating Partnership, Parent Guarantor and their respective consolidated subsidiaries, in the course of which they identify and evaluate associated costs and liabilities (including, without limitation, any capital or operating 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 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 the Operating Partnership) has fulfilled its obligations, if any, under Section 515 of ERISA; neither the Parent Guarantor nor any of its subsidiaries (including 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 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 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 the Operating Partnership) do not, and as of the Time of Delivery shall not, constitute “plan assets” under ERISA. 	
8

                    (x)      The Parent Guarantor and its consolidated subsidiaries (including 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 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.	
 	
                    (z)      The Parent Guarantor and its consolidated subsidiaries (including 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.	
 	
                    (aa)      The Parent Guarantor and each of its consolidated subsidiaries (including 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 Guarantors and its subsidiaries (including the Operating Partnership) all policies of insurance insuring the Parent Guarantor and its consolidated subsidiaries (including 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 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 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 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.	
9

                    (bb)      No consolidated subsidiary of the Parent Guarantor (including the Operating Partnership) is currently prohibited, directly or indirectly, from paying any dividends to the Operating Partnership, from making any other distribution on such subsidiary’s capital stock or other equity, from repaying to the Operating Partnership any loans or advances to such subsidiary from the Operating Partnership, or from transferring any of such subsidiary’s property or assets to the Operating Partnership or any other subsidiary of the Operating Partnership, [except that, as set forth in the Prospectus, _______, ________ and __________ 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 the Operating Partnership) such subsidiary may be prohibited from making distributions to the Operating Partnership]. 	
 	
                    (cc)      Neither the Parent Guarantor nor any of its affiliates (including 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.]	
 	
                    (dd)      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:	
10

                    (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 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;	
11

                    (d)      During the period beginning from the date of the Pricing Agreement for the Designated Securities and continuing to and including the date specified in the Pricing Agreement for such Designated Securities, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Operating Partnership or any of the Guarantors that mature more than one year after the Time of Delivery and that are substantially similar to such Designated Securities, without the prior written consent of the Representatives; 	
 	
                    (e)      To make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Operating Partnership and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder (including, at the option of the Operating Partnership, Rule 158);	
 	
                    (f)      To apply the net proceeds from the sale of the Designated Securities as described in the Preliminary Prospectus and the Prospectus;	
 	
                    (g)      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.	
12

     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 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;	
13

                    (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 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 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);	
14

 	          (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 the Operating Partnership) is a party, or of which any property of the Parent Guarantor or any of its subsidiaries (including 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, conscionability and materiality (regardless of whether the enforceability of the Designated Securities is considered in a proceeding at law or equity); 	
15

 	          (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 the Operating Partnership) is a party or by which the Parent Guarantor or any of its subsidiaries (including the Operating Partnership) is bound or to which any of the property or assets of the Parent Guarantor or any of its subsidiaries (including 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 the Operating Partnership) or any of their properties;	
16

 	          (xiii)     No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issue and sale of the Designated Securities, the issue of the Guarantees, or the consummation by the Operating Partnership and the Guarantors of the other transactions contemplated by this Agreement, the applicable Pricing Agreement or the Indenture, except such as have been obtained under the Securities Act or the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters; 	
 	 	
 	          (xiv)     The Registration Statement 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 	
17

 	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 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 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, there has not been any change in the beneficial interests of the Parent Guarantor (other than issuances of beneficial interests (A) pursuant to equity-based awards granted in the ordinary course of business, (B) upon exercise of options and upon conversion or redemption of convertible or redeemable securities, in each case which were outstanding as of the date of the latest audited financial statements included or incorporated by reference in the 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 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 the Operating Partnership), taken as a whole, except as set forth in the Prospectus, 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; 	
18

                    (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 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 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), (g) and (h) and as to such other matters (including, without limitation, with respect to compliance with debt agreements and instruments) as the Representatives may reasonably request.	
19

     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 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.	
20

                    (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 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.	
21

                    (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 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.	
22

                    (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 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 subsection (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.	
23

                    (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 subsection (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 subsection (b) above, or if the Operating Partnership shall not exercise the right described in subsection (b) 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 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.	
24

     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.	
25

 	 	 	 	 	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	
 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	By:	Brandywine Realty Trust, 
a Maryland real estate investment trust, 
its general partner*	
26

 	 	 	 	 	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 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*	
27

 	 	 	 	 	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 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*	
28

 	 	 	 	 	BRANDYWINE I.S., L.P. 	
 	 	 	 	 	 	 	
 	 	 	 	 	By:	Brandywine I.S., 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 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 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*	
29

 	 	 	 	 	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*	
30

 	 	 	 	 	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*	
 	 	 	 	 	 	
31

 	 	 	 	 	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*	
32

 	 	 	 	 	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*	
33

 	 	 	 	 	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*	
34

 	 	 	 	 	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*	
35

 	 	 	 	 	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*	
36

 	 	 	 	 	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*	
37

 	 	 	 	 	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*	
38

 	 	 	 	 	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*	
39

 	 	 	 	 	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*	
40

 	 	 	 	 	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 I.S., 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 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*	
41

 	 	 	 	 	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*	
 	 	 	 	 	 	
 	 	 	 	 	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*	
42

 	 	 	 	 	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*	
 	 	 	 	 	 	
 	 	 	 	 	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*	
43

 	 	 	 	 	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*	
44

 	 	 	 	 	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*	
 	 	 	 	 	 	 	
 	 	 	 	 	*	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
45

ANNEX I
PRICING AGREEMENT
_____________ __, 20__
[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 _________ __, 2004 (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 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*	
I-3

 	 	 	 	 	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 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*	
I-4

 	 	 	 	 	BRANDYWINE I.S., L.P. 	
 	 	 	 	 	 	 	
 	 	 	 	 	By:	Brandywine I.S., 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 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 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

 	 	 	 	 	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-12

 	 	 	 	 	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-13

 	 	 	 	 	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-14

 	 	 	 	 	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-15

 	 	 	 	 	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*	
I-16

 	 	 	 	 	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 I.S., 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 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*	
I-17

 	 	 	 	 	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*	
 	 	 	 	 	 	
 	 	 	 	 	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*	
I-18

 	 	 	 	 	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*	
 	 	 	 	 	 	
 	 	 	 	 	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*	
I-19

 	 	 	 	 	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*	
I-20

 	 	 	 	 	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*	
 	 	 	 	 	 	 	
 	 	 	 	 	*	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-21

SCHEDULE I
Underwriter	Principal Amount
of Designated
Securities
to be Purchased	

[Insert Underwriters]	$ _________	
Total	$__________	
I-22

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 ___________ __, 20__ (the “Indenture”) among the Operating Partnership, the Guarantors and __________________, as Trustee 	
MATURITY:
     ___________ __, 20__
I-23

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.
OTHER TERMS AND CONDITIONS:
          [Insert as appropriate.]
CLEAR MARKET PERIOD (Section 5(d) of the Underwriting Agreement):
     From date hereof through ________, 200_.
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
          [Insert address of counsel to Underwriters]
NAMES AND ADDRESSES OF REPRESENTATIVES:
     Designated Representatives:
           [Insert names of Representatives]	
I-24

     Address for Notices, etc.:
          [Insert addresses of Representatives]
UNDERWRITERS COUNSEL:
          [Insert name of counsel to Underwriters]
I-25

Exhibit 1.3
BRANDYWINE REALTY TRUST
DOCS® Financing Program
3,000,000 Common Shares of Beneficial Interest,
$.01 par value
SALES AGREEMENT
______ __, 2004

     THIS SALES AGREEMENT (the “Agreement”) dated as of __, 2004 between Brinson Patrick Securities Corporation, having its principal office at 330 Madison Avenue, 9th Floor, New York, New York 10017 (the “Sales Manager”) and Brandywine Realty Trust, a real estate investment trust formed under the laws of the State of Maryland (the “Company”).
     WHEREAS, the Company desires to issue and sell through the Sales Manager up to 3,000,000 (the “Maximum Amount”) of its shares (the “Shares”) of common shares of beneficial interest, par value $.01 per share (“Common Shares”), on the terms set forth in Article II below. The Maximum Amount shall be appropriately adjusted for share splits and reverse splits.
     IN CONSIDERATION of the mutual covenants contained in this Agreement, the Company and the Sales Manager agree as follows:
ARTICLE I.     

REPRESENTATIONS AND WARRANTIES
OF THE COMPANY	
 	 	
 	     1.1     For purposes of this Agreement, unless the context requires to the contrary, the term “Company” shall also include all significant subsidiaries (as defined by Section 1-02 of Regulation S-X) of the Company. The Company represents and warrants to, and agrees with, the Sales Manager that as of the date of this Agreement, as of the date the Registration Statement is declared effective, and as of each date that the Sales Manager is selling shares, that:	
 	 	 	
 	 	     (a)     The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (“Rules and Regulations”). A registration statement on Form S-3 with respect to, among other securities, the Shares, including a form of prospectus, will be prepared by the Company in conformity with the requirements of the Act and the Rules and Regulations and will be filed with the Securities and Exchange Commission (the “Commission”). Copies of such registration statement and prospectus, any such amendment or supplement thereto and all documents incorporated by reference therein that are filed shall be delivered to the Sales Manager or will be available to the Sales Manager on the Commission’s internet website. Such registration statement, as it may hereafter be amended, is referred to herein as the “Registration Statement,” and the final form of prospectus included in the Registration Statement for purposes of offers and sales of the Shares contemplated herein, as amended or supplemented from time to time, is referred to herein as the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated (or deemed to be incorporated) by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein.	
 	 	 	
 	 	     (b)     Each part of the Registration Statement, when such part becomes effective, and the Prospectus and any amendment or supplement thereto, on the date of filing thereof with the Commission and at each Settlement Date (as hereinafter defined), will conform in all material respects with the requirements of the Act and the Rules and Regulations; each part of the Registration Statement, when such part becomes effective, will 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; and the Prospectus and any amendment or supplement thereto, on the date of filing thereof with the Commission and at each Settlement Date, will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Sales Manager, specifically for use in the Registration Statement, the Prospectus or any amendment or supplement thereto.	
1

 	 	 	
 	 	     (c)     The documents incorporated by reference in the Registration Statement or the Prospectus, or any amendment or supplement thereto, when they are filed with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will conform in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder.	
 	 	 	
 	 	     (d)     The financial statements of the Company, together with the related schedules and notes thereto, set forth or included in the Registration Statement and Prospectus, fairly present the financial condition of the Company as of the dates indicated and the results of operations, changes in financial position, shareholders’ equity, and cash flows for the periods therein specified, in conformity with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise stated therein). The summary and selected financial and statistical data included in the Registration Statement and the Prospectus present fairly the information shown therein and, to the extent based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. 	
 	 	 	
 	 	     (e)     The accountants who certified the financial statements and the supporting schedules included in the Registration Statement are and, during the periods covered by their reports, were qualified and independent public accountants as required by Rule 2-01 of Regulation S-X.	
 	 	 	
 	 	     (f)     The Company has been duly formed and is validly existing as a real estate investment trust under and by virtue of the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of Maryland. The Company is duly qualified and in good standing in each jurisdiction in which the character or location of its assets or properties (owned, leased or licensed) or the nature of its business makes such qualification necessary (including every jurisdiction in which it owns or leases real property), except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect on the Company. For purposes of this Agreement, “Material Adverse Effect” means any adverse effect on the business, operations, properties or financial condition of the Company that is (either alone or together with all other adverse effects) material to the Company, and any material adverse effect on the transactions contemplated under this Agreement or any other agreement or document contemplated hereby or thereby. Each of the Company’s significant subsidiaries is validly existing as a trust, corporation, limited liability company or partnership, as applicable, in its respective jurisdiction of formation. Schedule 1.1(f) hereto identifies each of the Company’s subsidiaries that is a significant subsidiary (as defined in Section 1-02 of Regulation S-X) of the Company. All of the issued and outstanding shares of beneficial interest, capital stock, limited liability company interests or partnership interests, as applicable, of each significant subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and (except as otherwise disclosed in the Registration Statement and the Prospectus) is owned by the Company, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Except as disclosed in the Registration Statement and the Prospectus, the Company does not own, lease or license any asset or property or conduct any business outside the United States of America. The Company has all requisite real estate investment trust power and authority and all necessary authorizations, approvals, consents, orders, licenses, certificates and permits of and from all governmental orders or regulatory bodies or any other person or entity, to own, lease, license and operate its assets and properties and conduct its business as now being conducted and as described in the Registration Statement and the Prospectus; except for such authorizations, approvals, consents, orders, licenses, certificates and permits the absence of which would not have a Material Adverse Effect on the Company; and no such authorization, approval, consent, order, license, certificate or permit contains a materially burdensome restriction other than as disclosed in the Registration Statement and the Prospectus.	
2

 	 	 	
 	 	     (g)     The Company has good and marketable title to, or leasehold interests in, all properties and assets (including, without limitation, mortgaged assets) as described in the Registration Statement and the Prospectus owned by the Company, free and clear of all liens, charges, encumbrances or restrictions, except such as are described in the Registration Statement and the Prospectus and except such as would not have a Material Adverse Effect on the Company. The Company has such consents, easements, rights-of-way or licenses (collectively, “rights-of-way”) from any person as are necessary to conduct its business in the manner described in the Registration Statement, except for those which if not obtained would not, singly or in the aggregate, have a Material Adverse Effect on the Company, and none of such rights-of-way contains any restriction that is materially burdensome to the Company.	
 	 	 	
 	 	     (h)     There is no litigation or governmental or other proceeding or investigation before any court or before or by any public body or board pending or, to the knowledge of the Company, threatened against, or involving the assets, properties or businesses of the Company which would materially adversely affect the value or the operation of any such assets or otherwise have a Material Adverse Effect on the Company except as described in the Registration Statement.	
 	 	 	
 	 	     (i)     The Company maintains insurance (issued by insurers of recognized financial responsibility) of the types and in the amounts generally deemed adequate for its businesses and, to the knowledge of the Company, consistent with insurance coverage maintained by similar companies in similar businesses, including, but not limited to, insurance covering real and personal property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in full force and effect.	
 	 	 	
 	 	     (j)     Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, except as described therein, (i) there has not been any material adverse change in the assets or properties, business, results of operations, or condition (financial or otherwise) of the Company, whether or not arising from transactions in the ordinary course of business; (ii) the Company has not sustained any material loss or interference with its assets, businesses or properties (whether owned or leased) from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree; (iii) since the date of the latest balance sheet, included or incorporated by reference in the Registration Statement and the Prospectus, except as reflected therein, the Company has not undertaken any liability or obligation, direct or contingent, except such liabilities or obligations undertaken in the ordinary course of business; and (iv) there has not been any transaction that is material to the Company, except transactions in the ordinary course of business or as otherwise disclosed in the Registration Statement and the Prospectus.	
3

 	 	 	
 	 	     (k)     There is no document or contract of a character required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described or filed as required. Each document, instrument, contract and agreement of the Company described in the Registration Statement or the Prospectus or incorporated by reference therein or listed as exhibits to the Registration Statement is in full force and effect and is valid and enforceable by and against the Company in accordance with their terms, assuming the due authorization, execution and delivery thereof by each of the other parties thereto except as otherwise disclosed in the Registration Statement or Prospectus. The Company is not, nor to the knowledge of the Company is any other party, in default in the observance or performance of any term or obligation to be performed by it under any such agreement, and no event has occurred which with notice or lapse of time or both would constitute such a default, which default or event would have a Material Adverse Effect. No default exists, and no event has occurred which with notice or lapse of time or both would constitute a default, in the due performance and observance of any term, covenant or condition, by the Company of any other agreement or instrument to which the Company is a party or by which it or its properties or business may be bound or affected, which default or event would have a Material Adverse Effect.	
 	 	 	
 	 	     (l)     The Company is not in violation of any term or provision of its declaration of trust, by-laws or operating agreement, as applicable. The Company is not in violation of any franchise, license, permit, judgment, decree, order, statute, rule or regulation, where the consequences of such violation would have a Material Adverse Effect.	
 	 	 	
 	 	     (m)     Neither the execution, delivery and performance of this Agreement by the Company nor the consummation of any of the transactions contemplated hereby (including, without limitation, the issuance and sale by the Company of the Shares) will give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in the breach of any term or provision of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or require any consent or waiver under, or result in the execution or imposition of any lien, charge, encumbrance, claim, security interest, restriction or defect upon any properties or assets of the Company pursuant to the terms of, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which the Company is bound, or any of its properties or businesses are bound, or any franchise, license, permit, judgment, decree, order, statute, rule or regulation applicable to the Company or violate any provision of the declaration of trust or by-laws of the Company, except for such consents or waivers which have already been obtained and are in full force and effect.	
 	 	 	
 	 	     (n)     All of the outstanding Common Shares of the Company have been duly authorized and validly issued and are fully paid and nonassessable and none of such shares were issued in violation of any preemptive or other similar right. The Shares, when issued and sold pursuant to this Agreement, will be duly authorized and validly issued, fully paid and nonassessable and will not be issued in violation of any preemptive or other similar right. Except as disclosed in the Registration Statement and the Prospectus, there is no outstanding option, warrant or other right calling for the issuance of, and there is no commitment, plan or arrangement to issue, any shares of beneficial interest of the Company or any security convertible into or exercisable or exchangeable for such shares of beneficial interest, except for standard dividend and reinvestment and share purchase plans and employee and trustee incentive plans. The Shares conform in all material respects to all statements relating thereto contained in the Registration Statement and the Prospectus.	
4

 	 	 	
 	 	     (o)     Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, except as (x) described or referred to therein, or (y) are not material (as to clauses (i) and (ii) only), are consistent with past practice (as to clauses (i) and (ii) only), and are publicly disclosed, the Company has not (i) issued any securities or incurred any liability or obligation, direct or contingent, except such liabilities or obligations incurred in the ordinary course of business including, without limitation, debt financing to acquire and develop properties, (ii) entered into any transaction not in the ordinary course of business or (iii) declared or paid any dividend or made any distribution on any of its shares of beneficial interest or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or otherwise acquire any of its shares of beneficial interest. 	
 	 	 	
 	 	     (p)     Except as disclosed in the Registration Statement and Prospectus, no holder of any security of the Company has the right, which has not been waived, to have any security owned by such holder included in the Registration Statement.	
 	 	 	
 	 	     (q)     All necessary real estate investment trust action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Agreement and the issuance and sale of the Shares by the Company. This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes and will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Except for the post-effective amendment to the Registration Statement contemplated by Section 3.1(a) below (and any “blue sky” filings or Stock Exchange listing applications to be filed pursuant hereto), each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby and the issuance and sale of the Shares by the Company has been obtained or made and is in full force and effect. The Company will use its best reasonable efforts to cause the Shares to be listed for trading on the Trading Market. For purposes of this Agreement, the “Trading Market” is (i) the New York Stock Exchange, Inc., and (ii) each other securities exchange or market on which the Common Shares of the Company trade or are admitted for trading.	
 	 	 	
 	 	     (r)     The Company has not incurred any liability for a fee, commission or other compensation on account of the employment of a broker or finder in connection with the transactions contemplated by this Agreement other than as contemplated hereby or as described in the Registration Statement. 	
 	 	 	
 	 	     (s)     The Company is conducting its business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business, except where the failure to be so in compliance would not have a Material Adverse Effect.	
 	 	 	
 	 	     (t)     No transaction has occurred between or among the Company and any of its officers or trustees or any affiliate or affiliates of any such officer or trustee that is required to be described in and is not described in the Registration Statement and the Prospectus. 	
 	 	 	
 	 	     (u)     The Company has not taken, nor will it take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Shares of the Company to facilitate the sale or resale of any of the Shares.	
5

 	 	 	
 	 	     (v)     The Company has filed all federal, state, local and foreign tax returns that are required to be filed through the date hereof (and will file all such tax returns when and as required to be filed after the date hereof), or has received extensions thereof, and has paid all taxes shown on such returns to be due on or prior to the date hereof (and will pay all taxes shown on such returns to be due after the date hereof) and all assessments received by it to the extent that the same are material and have become due except where the failure to file such a return or pay such amount would not have a Material Adverse Effect.	
 	 	 	
 	 	     (w)     The Company has met the qualification requirements for a “real estate investment trust” during its taxable years ending on or after December 31, 1999 and its proposed method of operations will enable it to continue to meet the requirements for qualification and taxation as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (the “Code”), assuming no change in the applicable underlying law. The Company does not know of any event that would cause or is likely to cause the Company to fail to qualify as a “real estate investment trust” at any time. 	
 	 	 	
 	 	     (x)     The Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.	
 	 	 	
 	 	     (y)     The Company’s systems of internal accounting controls taken as a whole are sufficient to meet the broad objectives of internal accounting control insofar as those objectives pertain to the prevention or detection of errors or irregularities in amounts that would be material in relation to the Company’s financial statements; and, to the best of the Company’s knowledge, neither the Company nor any employee or agent thereof has made any payment of funds of the Company or received or retained any funds, and no funds of the Company have been set aside to be used for any payment, in each case in violation of any law, rule or regulation.	
 	 	 	
 	 	     (z)     The Company is not involved in any labor dispute and, to the knowledge of the Company, no such dispute has been threatened, except for such disputes as would not have a Material Adverse Effect on the Company, or subject the Company or its shareholders to any material liability or disability.	
Except as disclosed in the Registration Statement or the Prospectus, (i) there has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of toxic wastes, hazardous wastes or hazardous substances by the Company or any of its subsidiaries (or to the knowledge of the Company, any of their predecessors in interest) at, upon or from any of the property now or previously owned or leased by the Company or its subsidiaries in violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or which would require remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or permit, except for any violation or remedial action which would not have a Material Adverse Effect; (ii) there has been no material spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto such property or into the environment surrounding such property of any toxic wastes, solid wastes, hazardous wastes or hazardous substances due to or caused by the Company or any of its subsidiaries, except for any such spill, discharge, leak emission, injection, escape, dumping or release which would not have a Material Adverse Effect; and (iii) the terms “hazardous wastes,” “toxic wastes” and “hazardous substances” shall have the meanings specified in any applicable local, state, federal and foreign laws or regulations with respect to environmental protection.
6

ARTICLE II.     

SALE AND DELIVERY OF SECURITIES	
 	     2.1     Sale and Delivery of Securities.	
 	 	 	
 	 	     (a)     On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Sales Manager, as agent, and the Sales Manager agrees to sell, as agent for the Company, on a best efforts basis, up to the Maximum Amount of the Shares during the term of this Agreement on the terms set forth herein. The Shares will be sold from time to time as described in the Registration Statement and Prospectus, in amounts, and subject to price limitations, as directed by the Company and as agreed to by the Sales Manager. 	
 	 	 	
 	 	     (b)     The Company or the Sales Manager may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), at any time and from time to time suspend the offering of Shares; provided, however, that such suspension shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice.	
 	 	 	
 	 	     (c)     The compensation to the Sales Manager for sales of Shares shall be at a fixed commission rate of 3% of the gross sales price per share for the Shares sold under this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect to such sale shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”).	
 	 	 	
 	 	     (d)     The Company shall open and maintain a trading account (the “Trading Account”) at a clearing agent designated by the Sales Manager to facilitate the transactions contemplated by this Agreement. The Company shall, with respect to each sale of Shares, effect delivery of the applicable number of Shares to the Trading Account, on or before the third business day (or such other day as is industry practice for regular-way trading) following each sale of the Shares (each, a “Settlement Date”). The Net Proceeds from the sale of the Shares shall be available in the Trading Account following the settlement of the sale on the Settlement Date. The Sales Manager’s compensation shall be withheld from the sales proceeds on each Settlement Date and shall be paid to the Sales Manager.	
 	 	 	
 	 	     (e)     At each Settlement Date, the Company shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement. Any obligation of the Sales Manager under this Agreement shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Article IV below.	
 	 	 	
 	 	     (f)     If the Company shall default on its obligation to deliver Shares on any Settlement Date, the Company shall (i) hold the Sales Manager harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Sales Manager any commission to which it would otherwise be entitled absent such default.	
7

ARTICLE III.     

COVENANTS OF THE COMPANY	
 	 	
 	     3.1     The Company covenants and agrees with the Sales Manager that:	
 	 	 	
 	 	     (a)     As promptly as practicable after the date of this Agreement, the Company will file the Registration Statement naming the Sales Manager as an underwriter, to permit sales of the Shares under the Act. The Company will use its best reasonable efforts to cause such Registration Statement to become effective as promptly as possible thereafter. The Sales Manager shall have a reasonable opportunity to review and comment upon the Registration Statement before it is filed with the Commission.	
 	 	 	
 	 	     (b)     During the period in which a prospectus relating to the Shares is required to be delivered under the Act, the Company will notify the Sales Manager promptly of the time when any subsequent amendment to the Registration Statement has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information; the Company will prepare and file with the Commission, promptly upon the Sales Manager’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Manager’s reasonable opinion, may be necessary or advisable in connection with the sale of the Shares pursuant to this Agreement; the Company will not file any amendment or supplement to the Registration Statement or Prospectus (other than a supplement to the Prospectus that (i) relates solely to the issuance of securities other than the Shares of the Company and (ii) does not materially change the information about the Company or its business, operations, properties or financial condition disclosed in the Registration Statement or Prospectus previously thereto (an “Excluded Supplement”)) unless a copy thereof has been submitted to the Sales Manager a reasonable period of time before the filing; and it will notify the Sales Manager at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference in the Registration Statement or Prospectus, which will then be available on the Company’s website at www.brandywinerealty.com(and will furnish to the Sales Manager any such document that is not available on the Company’s website). The Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Rules and Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.	
 	 	 	
 	 	     (c)     The Company will advise the Sales Manager, promptly after it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and it will promptly use its best reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued.	
 	 	 	
 	 	     (d)     Within the time during which a prospectus relating to the Shares is required to be delivered under the Act, the Company will comply with all requirements imposed upon it by the Act and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Shares as contemplated by the provisions hereof and the Prospectus. If during such period any event occurs 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 a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Act, the Company will promptly notify the Sales Manager to suspend the offering of Shares during such period and the Company will amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such statement or omission or effect such compliance and will use its best reasonable efforts to have any amendment or supplement to the Registration Statement or Prospectus declared effective as soon as possible, unless the Company has reasonable business reasons to defer public disclosure of the relevant information.	
8

 	 	 	
 	 	     (e)     The Company will use its best reasonable efforts to qualify the Shares for sale under the securities laws of such jurisdictions within the United States as the Sales Manager designates and to continue such qualifications in effect so long as required for the sale of the Shares, except that the Company shall not be required in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction.	
 	 	 	
 	 	     (f)     The Company will furnish to the Sales Manager and its legal counsel (at the expense of the Company) copies of the Registration Statement and the Prospectus during the period in which a prospectus relating to the Shares is required to be delivered under the Act, in each case as soon as available and in such quantities as the Sales Manager may from time to time reasonably request and, in the case when the Trading Market is a national securities exchange, the Company will also furnish copies of the Prospectus to such exchange in accordance with Rule 153 of the Rules and Regulations.	
 	 	 	
 	 	     (g)     The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement (which need not be audited) covering a 12-month period that satisfies the provisions of Section 11(a) of the Act and Rule 158 of the Rules and Regulations.	
 	 	 	
 	 	     (h)     The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all of its expenses incident to the performance of its obligations hereunder (including, but not limited to, any transaction fees imposed by any governmental or self-regulatory organization with respect to transactions contemplated by this Agreement and any blue sky fees) and will pay the expenses of printing all documents relating to the offering. The Company will reimburse the Sales Manager for its reasonable out-of-pocket costs and expenses incurred in connection with entering into this Agreement, including, without limitation, reasonable travel, reproduction, printing and similar expenses, initial and ongoing due diligence, and reasonable fees and disbursements of its legal counsel; provided, however, that the Sales Manager shall not incur such expenses without the prior consent of the Company, if in excess of $10,000.	
 	 	 	
 	 	     (i)     The Company shall use its best reasonable efforts to list, subject to notice of issuance, the Shares on each applicable Trading Market.	
 	 	 	
 	 	     (j)     The Company will apply the Net Proceeds from the sale of the Shares as set forth in the Prospectus.	
 	 	 	
 	 	     (k)     The Company will not, directly or indirectly, offer or sell any Common Shares (other than the Shares) or securities convertible into or exchangeable for, or any rights to purchase or acquire, Common Shares, during the period from the date of this Agreement through the final Settlement Date for the sale of Shares hereunder without (i) giving the Sales Manager at least one business day prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) unless otherwise agreed by the Sales Manager, suspending activity under this program, until any public offering of Common Shares has been completed; provided, however, that no such notice and suspension shall be required in connection with the Company’s issuance or sale of (i) Common Shares pursuant to any employee or trustee share option or benefits plan, share ownership plan, dividend reinvestment and share purchase plan, as such plans may be amended from time to time, and (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding from time to time. Notwithstanding the foregoing, this paragraph (k) shall not apply during periods that the Company is neither selling Shares through the Sales Manager nor has requested the Sales Manager to sell Shares.	
9

 	 	 	
 	 	     (l)     The Company will, at any time during the term of this Agreement, as supplemented from time to time, advise the Sales Manager immediately after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter and other document provided to the Sales Manager pursuant to Article IV below.	
 	 	 	
 	 	     (m)     Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than an Excluded Supplement and other than via documents that are incorporated by reference into the Registration Statement or Prospectus), the Company shall (unless the Company is not then selling Shares through the Sales Manager and has not requested the Sales Manager to sell Shares) furnish or cause to be furnished to the Sales Manager forthwith a certificate dated the date of filing with the Commission of such amendment or supplement or the date of effectiveness of amendment, as the case may be, in form satisfactory to the Sales Manager to the effect that the statements contained in the certificates referred to in Section 4.1(f) below that were last furnished to the Sales Manager are true and correct in all material respects at the time of such amendment, supplement, filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 4.1(f) below, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate.	
 	 	 	
 	 	     (n)     Each time that a post-effective amendment to the Registration Statement is declared effective or the Company files a Form 10-K,and at such other times as may be reasonably requested by the Sales Manager, the Company shall (unless the Company is not then selling Shares through the Sales Manager and has not requested the Sales Manager to sell Shares) furnish or cause to be furnished forthwith to the Sales Manager and to its legal counsel, a written opinion of Pepper Hamilton, LLP, counsel to the Company (“Company Counsel”), or other counsel reasonably satisfactory to the Sales Manager, dated the date of effectiveness of such amendment or the date of filing with the Commission of such document, as the case may be, in form and substance satisfactory to the Sales Manager, of the same tenor as the opinion referred to in Section 4.1(d) below (“Opinion”), but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. In addition, each time the Company files a Form 10-Q, Company Counsel shall deliver to the Sales Manager a letter of the same tenor as the last paragraph of the Opinion and covering the matters covered therein, but modified as necessary to relate to the Registration Statement and Prospectus as amended and supplemented to the time of delivery of such letter. 	
10

 	 	 	
 	 	     (o)     Each time that a post-effective amendment to the Registration Statement is declared effective, the Company files a Form 10-K, and at such other times as may be reasonably requested by the Sales Manager, the Company shall (unless the Company is not then selling Shares through the Sales Manager and has not requested the Sales Manager to sell Shares) cause [Accountant], or other independent accountants then retained by the Company, forthwith to furnish to the Sales Manager a letter, dated the date of effectiveness of such amendment, or the date of filing of such supplement or other document with the Commission, as the case may be, in form satisfactory to the Sales Manager, of the same tenor as the letter referred to in Section 4.1(e) below but modified to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.	

ARTICLE IV.     

CONDITIONS OF THE SALES MANAGER’S OBLIGATIONS	
 	 	
 	     4.1     The obligations of the Sales Manager to sell the Shares as provided herein shall be subject to the accuracy, as of the date hereof, and as of each Settlement Date contemplated under this Agreement, of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the following additional conditions:	
 	 	 	
 	 	     (a)     The post-effective amendment to the Registration Statement contemplated by Section 3.1(a) above shall have been declared effective. No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or the Sales Manager, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the Sales Manager’s reasonable satisfaction.	
 	 	 	
 	 	     (b)     The Sales Manager shall not have advised the Company that the disclosures in the Registration Statement or the Prospectus are not reasonably acceptable to the Sales Manager.	
 	 	 	
 	 	     (c)     Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any material adverse change in the shares of beneficial interest of the Company, or any material adverse change, or any development that may reasonably be expected to cause a material adverse change, in the condition (financial or other), business, net worth or results of operations of the Company, or any adverse change in the rating assigned to any securities of the Company.	
 	 	 	
 	 	     (d)     (1)     The Sales Manager shall have received at the date of the first sale of Shares hereunder (the “Commencement Date”) and at every other date specified in Section 3.1(n) above, opinions of Company Counsel, dated as of the Commencement Date and dated as of such other date, in the form of Schedule A hereto. 	
 	 	 	
 	 	               (2)      The Sales Manager shall have received a letter from Company Counsel authorizing the Sales Manager to rely on the opinion on tax matters delivered by Company Counsel as Exhibit 8.1 to the Registration Statement.   	
		 	
		     (e)     At the Commencement Date and at such other dates specified in Section 3.1(o) above, the Sales Manager shall have received a “comfort letter” from [Accountant], independent public accountants for the Company, or other independent accountants then retained by the Company, dated the date of delivery thereof, in form and substance satisfactory to the Sales Manager.	
11

	 	
	     (f)     The Sales Manager shall have received from the Company a certificate, or certificates, signed by the Chief Financial Officer and President or Chief Executive Officer or any Vice President of the Company, dated as of the Commencement Date and (unless the Company is not then selling Shares through the Sales Manager and has not requested the Sales Manager to sell Shares) dated as of the first business day of each calendar month thereafter (each a “Certificate Date”), to the effect that, to the best of their knowledge based upon reasonable investigation:	
	 	 	
	 	     (i)     The representations and warranties of the Company in this Agreement are true and correct, as if made at and as of the Commencement Date or the Certificate Date (as the case may be), and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Commencement Date and each such Certificate Date (as the case may be);	
	 	 	
	 	     (ii)     No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of such officer after due inquiry, is threatened, by the Commission;	
	 	 	
	 	     (iii)     Since the date of this Agreement there has occurred no event required to be set forth in an amendment or supplement to the Registration Statement or Prospectus that has not been so set forth and there has been no document required to be filed under the Exchange Act and the rules and regulations of the Commission thereunder that upon such filing would be deemed to be incorporated by reference in the Prospectus that has not been so filed; and	
	 	 	
	 	     (iv)     Since the date of this Agreement, there has not been any material adverse change in the assets or properties, business, results of operations, or condition (financial or otherwise) of the Company, which has not been described in an amendment or supplement to the Registration Statement or Prospectus (directly or by incorporation).	
	 	
	     (g)     At the Commencement Date and on each Settlement Date, the Company shall have furnished to the Sales Manager such appropriate further information, certificates and documents as the Sales Manager may reasonably request.	
     All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Sales Manager. The Company will furnish the Sales Manager with such conformed copies of such opinions, certificates, letters and other documents, as the Sales Manager shall reasonably request.
ARTICLE V.     

INDEMNIFICATION AND CONTRIBUTION	
 	 	
 	     5.1     (a)     The Company agrees to indemnify and hold harmless the Sales Manager and each person, if any, who controls the Sales Manager within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, as follows:	
12

 	 	 	
 	 	       (i)     against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the representations in this Agreement or contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;	
 	 	 	 	
 	 	       (ii)     against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and	
 	 	 	 	
 	 	       (iii)     against any and all expense whatsoever, as incurred (including, subject to Section 5.1(c) below, the reasonable fees and disbursements of legal counsel chosen by the Sales Manager), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;	
provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Sales Manager expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).
	     (b)     The Sales Manager agrees to indemnify and hold harmless the Company and its trustees and each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1(a) above, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Sales Manager expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The total liability of the Sales Manager under this Section 5.1(b) shall not exceed the total actual sales price of Shares sold by the Sales Manager that is the subject of the dispute.	
13

	 	
	     (c)     Any indemnified party that proposes to assert the right to be indemnified under this Article V will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Article V, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from any liability that it might have to any indemnified party to the extent it is not materially prejudiced as a result thereof. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with legal counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below. The indemnified party will have the right to employ its own legal counsel in any such action, but the fees, expenses and other charges of such legal counsel will be at the expense of such indemnified party unless (1) the employment of legal counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on the written advice of legal counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on the written advice of legal counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed legal counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of legal counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld).	
	 	
	     (d)     In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs of this Article V is applicable in accordance with its terms but for any reason is held to be unavailable from the Company or the Sales Manager, the Company and the Sales Manager will contribute to the total losses, claims, liabilities, expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other than the Sales Manager, such as persons who control the Company within the meaning of the Act, officers of the Company who signed the Registration Statement and trustees of the Company, who also may be liable for contribution) to which the Company and the Sales Manager may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Sales Manager on the other. The relative benefits received by the Company on the one hand and the Sales Manager on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total compensation (before deducting expenses) received by the Sales Manager from the sale of Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Sales Manager, on the other, with respect to the statements or omission which resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Sales Manager, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Sales Manager agree that it would not be just and equitable if contributions pursuant to this Section 5.1(d) were to be determined by pro rata allocation or by any other method of allocation, which does not take into account, the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action in respect thereof, referred to above in this Section 5.1(d) shall be deemed to include, for the purpose of this Section 5.1(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the foregoing provisions of this Section 5.1(d), the Sales Manager shall not be required to contribute any amount in excess of the amount by which the total actual sales price at which Shares sold by the Sales Manager exceeds the amount of any damages that the Sales Manager has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 5.1(d), any person who controls a party to this Agreement within the meaning of the Act will have the same rights to contribution as that party, and each officer and director of the Company who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under this Section 5.1(d), will notify any such party or parties from whom contribution may be sought, but the omission so to notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 5.1(d). No party will be liable for contribution with respect to any action or claim settled without its written consent (which consent will not be unreasonably withheld).	
14

	 	
	     (e)     The indemnity and contribution provided by this Article V shall not relieve the Company and the Sales Manager from any liability the Company and the Sales Manager may otherwise have (including, without limitation, any liability the Sales Manager may have for a breach of its obligations under Article II above).	

ARTICLE VI.     

REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY	
 	 	
 	     6.1     All representations, warranties and agreements of the Company herein or in certificates delivered pursuant hereto, and the agreements of the Sales Manager contained in Article V above, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Sales Manager or any controlling persons, or the Company (or any of their officers, trustees or controlling persons), and shall survive delivery of and payment for the Shares.	
15

ARTICLE VII.     

TERMINATION	
 	 	
 	     7.1     The Company shall have the right, by giving notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3.1(h), Article V and Article VI above shall remain in full force and effect notwithstanding such termination.	
 	 	
 	     7.2     The Sales Manager shall have the right, by giving notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3.1(h), Article V and Article VI above shall remain in full force and effect notwithstanding such termination. 	
 	 	
 	     7.3     This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7.1 or 7.2 above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3.1(h), Article V and Article VI above shall remain in full force and effect.	
 	 	
 	     7.4     Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Manager or the Company, as the case may be. If such termination shall occur during a period when sales of Shares are being made pursuant to this Agreement, any sales of Shares made prior to the termination of this Agreement shall settle in accordance with the provisions of this Agreement.	

ARTICLE VIII.     

NOTICES	
 	 	
 	     8.1     All notices or communications hereunder shall be in writing and if sent to the Sales Manager shall be mailed, delivered or telecopied and confirmed to the Sales Manager at Brinson Patrick Securities Corporation, 330 Madison Avenue, 9th Floor, New York, New York 10017, facsimile number (212) 453-5555, Attention: Corporate Finance, or if sent to the Company, shall be mailed, delivered or telecopied and confirmed to the Company at 401 Plymouth Road, Suite 500, Plymouth Meeting, Pennsylvania 19462, Attention: Chief Financial Officer; facsimile number (610) 832-4919. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.	

ARTICLE IX.     

MISCELLANEOUS	
 	 	
 	     9.1     This Agreement shall inure to the benefit of and be binding upon the Company and the Sales Manager and their respective successors and the controlling persons, officers, trustees and directors referred to in Article V above, and no other person will have any right or obligation hereunder.	
16

 	 	
 	     9.2     This Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, between the parties hereto with regard to the subject matter hereof.	
 	 	
 	     9.3     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.	
 	 	
 	     9.4     This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile transmission shall be treated in all respects as having the same effect as an original signature.	
17

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date hereof.
 	 	 	 	 	BRANDYWINE REALTY TRUST	
 	 	 	 	 	 	
 	 	 	 	 	By:      _______________________________	
 	 	 	 	 	     Name: Gerard H. Sweeney	
 	 	 	 	 	     Title: President and Chief Executive Officer	
 	 	 	 	 	 	
 	 	 	 	 	BRINSON PATRICK SECURITIES CORPORATION	
 	 	 	 	 	 	
 	 	 	 	 	By:      _______________________________	
 	 	 	 	 	     Name:	
 	 	 	 	 	     Title:	
18

SCHEDULE 1.1(f)

List of Significant Subsidiaries

SCHEDULE A
Form of Legal Opinion
 	 	 	 	 	 	 	_________ ___, 2004	
Brinson Patrick Securities Corporation
330 Madison Avenue, 9th Floor
New York, New York 10017
Gentlemen:
     We have acted as legal counsel to Brandywine Realty Trust, a real estate investment trust formed under and by virtue of the laws of the State of Maryland (the “Company”), in connection with the negotiation of the Sales Agreement dated as of [Date of Execution] between the Company and you (the “Agreement”). This letter is being furnished to you pursuant to Section 4.1(d) of the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Agreement.
     For purposes of rendering the opinions expressed below, we have examined the executed original, or a copy certified or otherwise authenticated to our satisfaction, of the Agreement. We have also examined originals or copies, certified or otherwise authenticated to our satisfaction, of such other documents and certificates of public officials and officers of the Company, as we have deemed necessary or appropriate for purposes of this letter.
     In rendering the opinions expressed herein, we have assumed without independent verification the legal capacity of all natural persons, the genuineness of all signatures, the authenticity, completeness and accuracy of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies thereof and the authenticity, completeness and accuracy of the originals of such certified, photostatic or facsimile copies. In making our examination of documents executed by parties other than the Company, we have assumed that such parties had the power to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, and due execution and delivery by such parties of such documents and the validity and binding effect thereof. We have no knowledge of any fraud and have assumed that no fraud exists regarding the documents referenced herein or the transactions evidenced or contemplated thereby or otherwise regarding any matters relevant to the opinions set forth herein. As to questions of fact material to such opinions, we have also, when relevant facts were not independently established, relied upon the documents, trust records, agreements, instruments and certificates referenced in the second paragraph of this letter.
     With respect to the opinions set forth below, we have further assumed that the Company will continue (as it does on the date hereof) to have a sufficient number of Common Shares of Beneficial Interest (the “Shares”), $.01 par value, authorized for issuance under its declaration of trust from time to time to accommodate the issuances contemplated by the Agreement.

     Based upon the foregoing and subject to the assumptions and qualifications set forth herein, and with due regard to such legal considerations as we deem relevant, we are of the opinion that:
	     1.     The Company is a real estate investment trust duly formed and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the State Department of Assessments and taxation of Maryland, with full trust power and authority to conduct its business as described in the Registration Statement and Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which it owns or leases real property, except where the failure to so qualify and be in good standing would not result in a Material Adverse Effect.	
	 	
	     2.     The Board of Trustees of the Company has duly and validly authorized the issuance of the Shares at market price at the time of the transaction, and when issued and delivered to and paid for by the purchaser thereof pursuant to the Agreement, the Shares will be fully paid and nonassessable and will conform to the description thereof in the Prospectus. All trust action required to be taken for the authorization, issuance and sale of the Shares pursuant to the Agreement has been validly and sufficiently taken. The shareholders of the Company have no preemptive rights with respect to the Shares. The Shares are the subject of an effective registration statement permitting its sale in the manner contemplated by the Agreement.	
	 	
	     3.     The Registration Statement has become effective under the Act; (B) to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission; (C) if applicable, the filing of the Prospectus supplements have been made in the manner and within the time period required by the Rules and Regulations; and (D) the Shares have been approved for listing on the New York Stock Exchange.	
	 	
	     4.     The Registration Statement, when it became effective, and the Prospectus and any amendment or supplement thereto, on the date of filing thereof with the Commission and at the date hereof (except for the financial statements and notes and schedules and other financial information included therein), complied as to form in all material respects with the requirements of the Act and the Rules and Regulations; and the documents incorporated by reference in the Registration Statement or Prospectus or any amendment or supplement thereto, when filed with the Commission under the Exchange Act (except for the financial statements and notes and schedules and other financial information included therein), complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder.	
	 	
	     5.     The description in the Registration Statement and Prospectus of statutes, legal and governmental proceedings, contracts and other documents are accurate in all material respects; and we do not know of any statutes or legal or governmental proceedings required to be described in the Prospectus that are not described as required, or of any contracts or documents of a character required to be described in the Registration Statement or Prospectus (or required to be filed under the Exchange Act if upon such filing they would be incorporated by reference therein) or to be filed as exhibits to the Registration Statement that are not described and filed as required.	
	 	
	     6.     The Agreement has been duly authorized, executed and delivered by the Company.	
2

	 	
	     7.     The execution, delivery and performance of the Agreement by the Company and the consummation of the transactions contemplated therein by the Company do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any agreement or instrument known to us to which the Company is a party or by which the Company is bound or to which any of the property of the Company is subject, except for such breaches or defaults that would not in the aggregate have a Material Adverse Effect on the Company, nor will such action result in the violation of the Company’s declaration of trust or by-laws, or any statute or any order, rule or regulation known to us of any court or governmental agency or body having jurisdiction over the Company or any of its properties.	
	 	
	     8.     Except for permits and similar authorizations required under the securities or “blue sky” laws of certain states (as to which we express no opinion), no consent, waiver, approval, authorization or other order of any regulatory body, administrative agency or other governmental body is legally required for (i) the issuance or sale of the Shares by the Company, or (ii) the sale of the Shares by the Sales Manager, each as contemplated by the Agreement and the Prospectus.	
	 	
	     9.     We know of no actions, suits or proceedings pending or threatened against or affecting the Company or the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company or any of its officers in their capacity as such, before or by any federal or state or foreign court, commission, regulatory body, wherein an unfavorable ruling, decision or finding might have a Material Adverse Effect on the Company.	
	 	
	     10.     The Company is not, and upon issuance and sale of the Shares and the application of the net proceeds from the sale thereof in the manner described in the Prospectus will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.	
     In rendering the foregoing opinions we express no opinion as to the laws of any jurisdiction other than applicable federal law and the laws of the State of New York, and we assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.
     This letter and the matters addressed herein are as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein occurring after the date hereof. This letter is solely for your benefit, and no other persons shall be entitled to rely upon the opinions herein expressed. This letter is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Without our prior written consent, this letter may not be quoted in whole or in part or otherwise referred to in any document and may not be furnished to any other person or entity.
3

     We have participated in conferences with trustees, officers and other representatives of the Company, representatives of the Sales Manager and representatives of the Sales Manager’s legal counsel, at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed, and, although we have not independently verified and are not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except to the extent specified in the foregoing opinions), no facts have come to our attention that lead us to believe that the Registration Statement, at the time it became effective, 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 the Prospectus, on the date of filing thereof with the Commission and at the date hereof, included an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that we express no opinion or view as to the financial statements and related notes, the financial statement schedules or other financial and statistical data included in any of the documents mentioned in this paragraph.
 	 	 	 	 	 	Very truly yours,	
 	 	 	 	 	 	 	
 	 	 	 	 	 	[Legal Counsel]	
 	 	 	 	 	 	 	
 	 	 	 	 	 	By:                                                        	
4

Exhibit 10.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 04/30/1997
971140786 – 2744833	 	
AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP 
OF 
AAPOP 2, L.P. 

Adopted in accordance with the provisions of Section 17-210
of the Delaware Revised Uniform Limited Partnership Act

     WE, the general partners and the limited partner of AAPOP 2, L.P. (the ‘‘Partnership’’), a limited partnership existing under the laws of the State of Delaware, do hereby certify as follows:
     FIRST: That the name of the Partnership is AAPOP 2, L.P.
     SECOND: That the original certificate of limited partnership of the Partnership was filed on April 25, 1997.
     THIRD: That the certificate of limited partnership of the Partnership has been amended and restated in its entirety as follows:
     1.   Name. The name of the limited partnership shall be AAPOP 2, L.P.
     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 for service of process on the Partnership in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
     4.   Partners. AAP Sub Three, Inc., a Delaware corporation (‘‘Sub Three’’), shall be a general partner of the Partnership. AAPOP Umbrella, L.P., a Delaware

limited partnership (‘‘AAPOP Umbrella’’), shall be both a general partner and the limited partner of the Partnership (Sub Three and Umbrella together, the ‘‘Partners’’). The names and the business, residence or mailing addresses of the Partners are as follows: 
  
 	General Partner

AAP Sub Three, Inc.
c/o Lazard Frères Real Estate Investors LLC
30 Rockefeller Plaza, 63rd Floor
New York, NY 10020
Attention:      Robert P. Freeman
                      Murry N. Gunty	
 	 	
 	General Partner and Limited Partner

AAPOP Umbrella, L.P.
c/o Lazard Frères Real Estate Investors LLC
30 Rockefeller Plaza, 63rd Floor
New York, NY 10020
Attention:        Robert P. Freeman 
                        Murry N. Gunty	
     5.   Term. The Partnership shall dissolve, and its affairs shall be wound up, upon the cancellation of this Amended and Restated Certificate of Limited Partnership. 
     FOURTH: That this Amended and Restated Certificate of Limited Partnership has been duly executed and is being filed in accordance with Section 17-210 of the Delaware Revised Uniform Limited Partnership Act. 
2 

     IN WITNESS WHEREOF, we have signed this Amended and Restated Certificate of Limited Partnership on this 30th of April, 1997. 
  
 	GENERAL PARTNER:	
 	 	
 	AAP SUB THREE, INC.,	
 	a Delaware corporation	

 	By:   /s/ Murry N. Gunty	
 		
 	Name: Murry N. Gunty	
 	Title: Vice President	

 	GENERAL PARTNER AND LIMITED PARTNER:	
 	 	
 	AAPOP UMBRELLA, L.P.,	
 	a Delaware limited partnership	

 	By:   /s/ Murry N. Gunty	
 		
 	Name: Murry N. Gunty	
 	Title: Vice President of General Partner	
 	ATLANTIC AMERICAN PROPERTIES TRUST,	
 	a Maryland real estate investment trust	

 	STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 08/26/1998
981335726 – 2744833	
 CERTIFICATE TO RESTORE TO GOOD STANDING

A DELAWARE LIMITED PARTNERSHIP

PURSUANT TO TITLE 6, SEC. 17-1109
1.  	Name of Limited Partnership: AAPOP 2, L.P.	
 	 	
2.  	Date of filing with Delaware Secretary of State: April 25, 1997.	
 	 	
AAP Sub Three, Inc., General Partner of the above named limited partnership does hereby certify that this limited partnership is paying all annual taxes, penalties and interest due to the State of Delaware.	
 	
AAP Sub Three. Inc. does hereby request this limited partnership be restored to Good Standing.	
  
 	AAPOP 2. L.P., a Delaware limited partnership	
 	 	 	 	
 	 	By its General Partner:	
 	 	 	 	
 	 	 	By: AAP Sub Three, Inc., its General Partner 	

 	 	 	By:                        /s/ Joseph G. Nahas, Jr.	
 	 	 		
 	 	 	Name : Joseph G. Nahas, Jr.	
 	 	 	Title : Vice President – Investments	

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/07/1999 
991006011 – 2744833 	 	
STATE OF DELAWARE 
AMENDMENT 
TO THE 
CERTIFICATE OF LIMITED PARTNERSHIP
OF 
AAPOP 2, L.P. 
     The undersigned, desiring to amend the Amended and Restated Certificate of Limited Partnership of AAPOP 2, L.P. pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:	
 	
FIRST: The name of the Limited Partnership is AAPOP 2, L.P.	
 	
SECOND: Article 2 and Article 3 of the Amended and Restated Certificate of Limited Partnership shall be amended as follows:	
 	
 	2.  	The registered office of the partnership is 1201 Market Street, Suite 1600, Wilmington, DE 19801.	
 	 	 	
 	3.  	The registered agent of the partnership is PHS Corporate Services, Inc.	
 	 	 	
     IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on the 9th day of December, 1998.	
  
 	AAPOP 2, L.P.	
 	By: AAP Sub Three, Inc.	

 	By:                        /s/ Gerard H. Sweeney	
 		
 	Gerard H. Sweeney, President & CEO	

 	 	

  
 	STATE OF DELAWARE 
SECRETARY OF STATE 
DIVISION OF CORPORATIONS 
FILED 01:15 PM 06/28/2000 
001329816 – 2744833 	
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF 
AAPOP 2, L.P. 
     The undersigned, desiring to amend the Certificate of Limited Partnership of AAPOP 2, 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, to reflect the withdrawal of AAPOP Sub Three, Inc. as general partner and AAPOP Umbrella, L.P. as general and limited partner and the admission of new general partners, does hereby certify as follows:	
 	
FIRST: The name of the Limited Partnership is AAPOP 2, L.P.	
 	
SECOND: Article 4 Partners of the Certificate of Limited Partnership shall be amended to read in its entirety as follows:	
 	
	4.	Brandywine Witmer, L.L.C. a Pennsylvania limited liability company and Witmer Operating Partnership I, L.P., a Delaware limited partnership (together, the ‘‘Partners’’) shall be the general partners of the Limited Partnership. The names and the business addresses of the Partners are as follows:	
 	 	 	
 	 	Brandywine Witmer, L.L.C.
14 Campus Boulevard, Ste. 100 
Newtown Square, PA 19073	
 	 	 	
 	 	Witmer Operating Partnership I, L.P.
14 Campus Boulevard, Ste. 100
Newtown Square, PA 19073	
 	 	 	
 	 	SIGNATURES ON NEXT PAGE	

     IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment of Limited Partnership on the 29th day of June, 2000. 
  
 	 	Brandywine Witmer, L.L.C.	

 	By:	                      /s/ Gerard H. Sweeney	
 	 		
 	 	Gerard H. Sweeney, Sr., President & CEO	

 	 	Witmer Operating Partnership I, L.P.	
 	By:	Brandywine Witmer, L.L.C., general partner	

 	By:	                       /s/ Gerard H. Sweeney	
 	 		
 	 	Gerard H. Sweeney, Sr., President & CEO	

Exhibit 3.24
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
AAPOP 2, L.P.
This Amended and Restated Agreement of Limited Partnership (this “Agreement”) of AAPOP 2, L.P. (the “Partnership”) is dated as of June 29, 2000 and is entered into by and between Brandywine Witmer, L.L.C. (“Witmer”), as general partner, and Witmer Operating Partnership I, L.P. (“WOP”), as both general partner and limited partner. This Agreement amends and restates in its entirety the Agreement of Limited Partnership dated as of the 30th day of April, 1997 by and between AAP Sub Three, Inc., a Delaware corporation, as general partner (“Sub Three”), and AAPOP Umbrella, L.P., a Delaware limited partnership, as both general partner and limited partner (“AAPOP”), to reflect the transfer by Sub Three and AAPOP on the date hereof of all of their right, title and interest in and to the Partnership to Witmer and WOP, respectively.
WITNESSETH:
The Partnership was duly formed by filing a certificate of limited partnership (the “Certificate”) on April 25, 1997 with the Office of the Secretary of State of Delaware pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. (the “Act”). On the date hereof Sub Three and AAPOP are withdrawing as Partners in the Partnership and Witmer and WOP are executing this Agreement and hereby agree as follows:
1.      Name. The name of the Partnership shall be AAPOP 2, L.P.
2.      Registered Office, Registered Agent. The address of the Partnership’s registered office, and the name and address of the Partnership’s registered agent for service of process on the Partnership, in each case in the State of Delaware, is:
 	1201 Market Street
 Suite 1600
Wilmington, Delaware 19801
Attn: Pepper, Hamilton & Scheetz Corporate Securities, Inc.	

3.      Purpose. The nature of the business or purpose to be conducted or promoted by the Partnership is to engage in any lawful act or activity for which limited partnerships may be organized under the Act.
4.      Partners. The names and the mailing addresses of Witmer and WOP are as follows:
WITMER
Brandywine Witmer, L.L.C.
14 Campus Boulevard
Suite 100
Newtown Square, PA 19073
 
The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
WOP
Witmer Operating Partnership I, L.P.
14 Campus Boulevard
Suite 100
Newtown Square, PA 19073
 
5.      Term. The Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:
a.      unanimous written consent of all partners of the Partnership;
b.      an event of withdrawal of a general partner under the Act, though nothing in this Agreement shall preclude the business of the Partnership from being carried on by the remaining general partner, if there be one;
-2-

c.      cancellation of the Certificate pursuant to and in accordance with Section 17-203 of the Act; and
d.      entry of a decree of judicial dissolution under Section 17-802 of the Act; provided, however, that notwithstanding the foregoing, to the extent permitted by applicable law, the Partnership shall not dissolve or otherwise terminate except as a result of the bankruptcy of all the general partners, and the Partnership shall continue (and not dissolve) for so long as a single solvent general partner exists.
6.      Management of Partnership. Unless otherwise agreed to by all of the general partners, all management decisions will be made by unanimous consent of all of the general partners.
 	7.       Percentage Interests in the Partnership. The percentage interests of Witmer and WOP in the Partnership are as follows:	
 	 	 	 	
 	Partner	 	Interest	
 	 	 	 	
 	Witmer 	 	0.5% as general partner	
 	 	 	 	
 	WOP	 	98.5% as general partner	
 	 	 	1.0% as limited partner	
8.      Allocations of Profit and Losses. The Partnership’s profits and losses shall be allocated in proportion to the capital contributions of the partners of the Partnership.
9.      Capital Accounts. A capital account shall be maintained for each partner of the Partnership in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).
10.      Distributions. Cash available for distribution shall be distributed to the partners of the Partnership in the same proportion as their then capital account balances.
11.      Withdrawal. Except as provided in the following Section 12, no right is given to any partner of the Partnership to withdraw from the Partnership.
-3-

12.      Additional Partners.
a.      With the consent of all general partners of the Partnership, the Partnership may admit additional partners to the Partnership. Upon the admission of additional limited partners to the Partnership, any of the remaining limited partners may withdraw from the Partnership, and each withdrawing limited partner shall be entitled to receive forthwith the return of its capital contribution, without interest or deduction.
b.      The admission of additional partners to the Partnership pursuant to this Section 12 shall be accomplished by the amendment of this Agreement of Limited Partnership and, if required by the Act, the filing of an appropriate amendment of the Certificate in the office of the Secretary of State of the State of Delaware.
c.      After the admission of any additional partners pursuant to this Section 12, the Partnership shall continue as a limited partnership under the Act.
13.      Transfer or Pledge. Without the consent of all of the general partners, (i) a general partner’s interest in the Partnership shall not be assigned, pledged, sold or otherwise transferred, in whole or in part, to any entity or person (other than another general partner), and (ii) no assignee of a general partner’s interest in the Partnership shall be admitted into the Partnership as a substitute partner.
14.      Binding Effect. Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement shall be binding upon and inure to the benefit of the entities executing this Agreement as partners of the Partnership and their respective heirs, legatees, legal representatives, successors, transferees and assigns.
-4-

15.      Headings. Section or other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
16.      Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.
17.      Further Action. Each entity executing this Agreement as a partner of the Partnership agrees to perform all further acts and execute, acknowledge and deliver any documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.
18.      Governing Law. This Agreement, and all rights and remedies in connection therewith, shall be governed by, and construed under, the laws of the State of Delaware, without regard to otherwise governing principles of conflicts of law.
-5-

          IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement of Limited Partnership as of the day and year first above written.	
 	
 	PARTNERS:	
 	 	 	
 	BRANDYWINE WITMER, L.L.C.	
 	 	 	
 	By:	Brandywine Operating Partnership, L.P., its sole member, by Brandywine Realty Trust, its sole General Partner	
 	 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	Name: 	Gerard H. Sweeney	
 	Title:	President and Chief Executive Officer	
 	 	 	
 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	 	 	
 	By:	Brandywine Witmer, L.L.C., its sole General Partner, by Brandywine Operating Partnership, L.P., its sole member, by Brandywine Realty Trust, its sole General Partner	
 	 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	Name:	Gerard H. Sweeney	
 	Title:	President and Chief Executive Officer	
 	 	 	
 	WITHDRAWING PARTNERS:	
 	 	 	
 	AAP SUB THREE, INC.	
 	 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	Name:	Gerard H. Sweeney	
 	Title:	President and Chief Executive Officer	

 	AAPOP UMBRELLA, L.P.	
 	 	 	
 	By:	AAPOP Sub Two, Inc., its general partner	
 	 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	Name:	Gerard H. Sweeney	
 	Title:	President and Chief Executive Officer	

-6-

Exhibit 3.25
Microfilm Number                 	 	 	Filed with the Department of State on JUL 27 1999	 	
 	 	 	 	 	
Entity Number 2889796	 	 	Kim Pizzingrilli
	 	
 	 	 	Secretary of the Commonwealth	 	
 
CERTIFICATE OF LIMITED PARTNERSHIP 
DSCB:15-8511 (Rev 91)
     In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:
1.  	The name of the limited partnership is: BRANDYWINE AMBASSADOR, L.P		

 	 		
2.  	The (a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:		
 	 		
 	(a)	14 Campus Blvd., Suite 100, Newtown Square, Corporate Campus PA 19073 Delaware		
 	 			
 	 	Number and Street                 City                 State                                  Zip           County		
 	 	 	 	 		
 	(b)	c/o:	 	 		
 	 	 				
  	  	  	Name of Commercial Registered Office Provider 	County	
 		
 	For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	
3.  	The name and business address of each general partner of the partnership is:	
 	
	Name	Address 	
 	BRANDYWINE AMBASSADOR, LLC.	14 Campus Blvd., Suite 100, Newtown Square, Corporate Campus, PA 19073	

 			

 	 	 	

4.  	(Check, and if appropriate complete, one of the following):	
 	
		The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	
 	 	 	
 		The formation of the limited partnership shall be effective on                                  at                            	
 	 	                                                                                                                         Date                          Hour	
 	 	 	
5.	The specified effective date, if any, is:                                                                                  	
 	                                                                                month              day           year        hour, if any	

     IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 27th day of July, 1999.
By: Brandywine Ambassador, L.L.C.	 	 	
	 		
(Signature)	 	(Signature)	
 	 	 	
Gerard H. Sweeney, President and CEO	 	 	
/s/ Gerard H. Sweeney	 	 	
	 		
(Signature)	 	(Signature)	

CONSENT TO USE OF SIMILAR NAME
DSCB:17.3 (Rev 91)	
 	
Pursuant to 19 Pa. Code § 17.3 (relating to use of a confusingly similar name) the undersigned association, desiring to consent to the use by another association of a name which is confusingly similar to its name, hereby certifies that:	
 	 	
1.	The name of the association executing this Consent to Use of Similar Name is: Brandywine Ambassador, L.L.C.	

 	 	
2.	The (a) address of this association’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the country of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):	
 	 	
 	(a)  	14 Campus Blvd., Suite 100, Newtown Square PA         19073             Delaware 	
 	 		
 	 	Number and Brand                 City                         State      Zip               County	
 	 	 	
 	(b)  	c/o:	
 	 		
 	 	Name of Commercial Registered Office Provider                                    County	
 	
 	For an association represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purposes.	
 	 	
3.  	The date of its incorporation or other organization is: July 27, 1999	
 	 	
4.  	The statute under which it was incorporated or otherwise organized is: 15 Pa. C.S. Section 8913	
 	 	
5.  	The association(s) entitled to the benefit of this Consent to Use of Similar Name is (are): 	
 	 	
 	                            Brandywine Ambassador, L.P.	

 		
6.  	A check in this box    indicates that the association executing this Consent to Use of Similar Name is the parent or prime affiliate of a group of associations using the same name with geographic or other designations, and that such association is authorized to and does hereby act on behalf of all such affiliated associations, including the following (sec 19 Pa. Code § 17.3 (c) (6)):	

 	 	
 		
IN TESTIMONY WHEREOF, the undersigned association has caused this consent to be signed by a duly authorized officer thereof this 27th day of July, 1999.	
     	
	 	 	Brandywine Ambassador, L.L.C.	 	
 	 	 		 	
 	 	 	(Name of Association)	 	
 	 	 	 	 	
	BY:	 	/s/ Gerard H. Sweeney
	 	
 	 	 	(Signature)	 	
 	 	 	 	 	
 	TITLE:	 	Gerard H. Sweeney, President

PENNSYLVANIA DEPARTMENT OF STATE 
CORPORATION BUREAU

 	Certificate of Amendment-Domestic	 	
 	(15 Pa C.S.)	 	
Entity Number	 	
UNREADABLE TEXT	 	
 	 	
 	   Limited Partnership (§ 8512)	
 	   Limited Liability Company (§ 8951)	
 	 	 	 	 	Document will be returned to the name and address you enter to the left.

	
 	 	 	 	 		
 	 	Name	 	 		
 	 	 	PEPPER HAMILTON LLP	 		
 	 			 		
 	 	Address	200 ONE KEYSTONE PLAZA 	 		
 	 	 	NORTH FRONT AND MARKET STREETS	 		
 	 	 	P.O. BOX 1181 	 		
 	 	 	HARRISBURG, PA 17108-1181	 		
 	 			 		
 	 	 	City                    State Zip Code 	 		

 	 	 	 	 		

Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	  	 	
		 	XXXXXX
	 	
 	 	 	ACTING 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:	 	
 	 	Brandywine Ambassador, L.P.	 	

 	 	 	 	
 	2.	The date of filing of the original Certificate of Limited Partnership/Organization:	 	
 	 	July 27, 1999	 	

 	 	 	 	
 	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 	 	

 	 	 	 	
 	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	 	
     	 	 	 	
     	 	4th day of June, 2002	 	

 	 	Brandywine Ambassador, L.P.	 	
 	 		 	
 	 	Name of Limited Partnership/Limited Liability Company	 	
 	 	 	 	
 	  	/s/ Brad Molotsky	 	
     	 		 	
     	 	Signature	 	
 	 	 	 	
 	 	Secretary of Brandywine Ambassador, LLC,	 	
 	 		 	
 	 	                      Title General Partner	 	

EXHIBIT A
TO CERTIFICATE OF AMENDMENT
BRANDYWINE AMBASSADOR, L.P.
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine Ambassador, LLC 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

Exhibit 3.26
________________________________________
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE AMBASSADOR, L.P.
A Pennsylvania Limited Partnership
________________________________________

          THIS AGREEMENT OF LIMITED PARTNERSHIP of Brandywine Ambassador, L.P. is made and entered into as of this 19th day of July, 1999, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Brandywine Ambassador, L.L.C., a Pennsylvania limited liability company as general partner (“General Partner” and together with the Limited Partner, the “Partners”) for the purpose of forming a Pennsylvania limited partnership (the “Partnership”) in accordance with the provisions hereinafter set forth. 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 Pennsylvania Department 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 Commonwealth of Pennsylvania and any other jurisdiction in which the Partnership may conduct business.	
 	
          1.2.     Name. The name of the Partnership is BRANDYWINE AMBASSADOR, L.P. or such other name as the Partners from time to time may unanimously select.	
 	
          1.3.     Place of Business. The principal place of business of the Partnership shall be at 14 Campus Blvd., Suite 100, Newtown Square, PA 19073, 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. Simultaneously with the execution of this Agreement, the General Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $10.00, and the Limited Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $990.00.	
 	
          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 	
- 2 -

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%), 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.     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.	
 	
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	
- 3 -

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:	
 	
                    (a)     December 31, 2050;	
 	
                    (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 or substantially 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 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:	
- 4 -

                    (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.	
 	
          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, 15 P.S. §8500 et. seq. 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 Pennsylvania Department of State in accordance with the Act.	
 	
                    “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.	
- 5 -

                    “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.	
 	
                    “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.	
- 6 -

          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.     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)
- 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 AMBASSADOR, L.L.C.	
 	 	 	
 	/s/ Gerard H. Sweeney, Sr.	
 			
 	President and Chief Executive Officer	

 	 	 	
 	Limited Partner:	
 	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	

 	By:	BRANDYWINE REALTY TRUST,	
 	 	Its General Partner	
 	 	 	
 	/s/ Gerard H. Sweeney, Sr.	
 			
 	President and Chief Executive Officer	
- 8 -

Exhibit 3.27
 	 	 	 	 	
Microfilm Number_________	 	 	Filed with the Department of State on APR 03 1995	 	
 	 	 	 	 	
Entity Number 2630482	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
 	
CERTIFICATE OF LIMITED PARTNERSHIP
DSCB:15-8511 (Rev 89)	
 	
     In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:	
 	 	
1.	The name of the limited partnership is: First Commercial Development Company	

 	 	
2.	The address of this limited partnership’s initial (a) registered office in this Commonwealth or (b) commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following address to conform to the records of the Department):	
	 	  	 	
 	(a)	150 Corporate Center Drive, Camp Hill Corporate Center, Camp Hill, PA 17011, Cumberland Cty	 	
 	 			
 	 	Number and Street                                                                   City          State   Zip    County	 	
 	 	 	 	
 	(b)	 	 	
 	 			
 	 	Name of Commercial Registered Office Provider 	County	
 	 	 	 	
 	 	For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	 	
3.	The name and business address of each general partner of the partnership is:	
 	 	 	
 	Name	Address	
 	 	 	
 	John S. Trogner, Sr.,	150 Corporate Center Drive, Camp Hill, PA 17011	

 	John S. Trogner, Jr.,	150 Corporate Center Drive, Camp Hill, PA 17011	

 	Blair S. Trogner,	150 Corporate Center Drive, Camp Hill, PA 17011	

 	 	 	 	

4.	The specified effective date, if any:	April                       2                     1995	
 		
 	 	 	month                   day                   year                   hour, if any	
 	 	
 	IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this certificate this 30th day of MARCH, 1995. 	
	 		
/s/ John S. Trogner Sr.	 	/s/ John S. Trogner Jr.	
	 		
John S. Trogner, Sr.	 	John S. Trogner, Jr.	
 	 	 	
/s/ Blair S. Trogner	 	 	
	 	 	
Blair S. Trogner	 	 	

 	 	 	 	 	
Microfilm Number_________	 	 	Filed with the Department of State on MAY 14 1998	 	
 	 	 	 	 	
Entity Number  2630482	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP 
DSCB: UNREADABLE COPY
     In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that: 
1.	The name of the limited partnership is: FIRST COMMERCIAL DEVELOPMENT COMPANY	

2.	The date of filing of the original Certificate of Limited Partnership is April 3, 1995	

3.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment adopted by the limited partnership, set forth in full, is as follows:	

 	 	 	
 		The amendment adopted by the limited partnership 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	
 	 	 	
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
 	 	 	
 		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
 	 	 	
6. 	Withdrawing partners — See attached Exhibit A.	
 	 	 	
 	IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be execute this 8th day of May 1998.	

 	First Commercial Development Company, a PA limited partnership	
 	By:	Brandywine F.C., L.P., its sole general partner	
 	 	By:	Brandywine F.C., L.L.C., its sole general partner	
 	 	 	By:	Brandywine Operating Partnership, L.P., its sole member 	
 	 	 	 	By:	Brandywine Realty Trust, its sole general partner	
 	 	 	 	 	 	
 	 	 	 	 	By: /s/ Gerard H. Sweeney	
 	 	 	 	 		
 	 	 	 	 	Gerard H. Sweeney
President and CEO	

 	
     EXHIBIT “A”	
     TO CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP	
 	
3.	 The amendment adopted by the limited partnership, set forth in full, is as follows:	
 	 	 	
 	1.	The name of the limited partnership is: Brandywine Central L.P.	
 	 	 	
 	2.  	The address of this limited partnership’s registered office in this Commonwealth is: 16 Campus Boulevard, Suite 150, Newtown Square, PA 19073	
 	 	 	
 	3.  	By Amended and Restated Agreement of Limited Partnership dated as of May 8, 1998, John S. Trogner, Sr., John S. Trogner, Jr., and Blair S. Trogner, Sr. withdrew as general partners of First Commercial Development Company.	
 	 	 	
 	 	The name and business address of the new general partner is as follows:	
 	 	 	
 	 	Brandywine F.C., L.P.
c/o Brandywine Realty Trust
16 Campus Boulevard, Suite 150
Newtown Square, PA 19073
Attention: Gerard H. Sweeney, President
     and Chief Executive Officer 	
 	 	 	
6.	The Withdrawing General Partners have executed this Certificate of Amendment-Limited Partnership as of the 8th day of May, 1998.	
 	 	 	
 	/s/ John S. Trogner, Sr.	
 		
 	JOHN S. TROGNER, SR.,
Withdrawing General Partner	
 	 	 	
 	/s/ John S. Trogner, Jr.	
 		
 	JOHN S. TROGNER, JR.,
Withdrawing General Partner	
 	 	 	
 	/s/ Blair S. Trogner, Sr.	
 		
 	BLAIR S. TROGNER, SR.,
Withdrawing General Partner	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa.C.S.)	 	
 	Entity Number
UNREADABLE TEXT	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 		 	  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
HARRISBURG,   PA          17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	
 	 	 	 	
 	 	 	XXXXXX	
 	 	 		
 	 	 	ACTING 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:
Brandywine Central, L.P.	 	 	

 	 	 	
 	 	 	
 	2.	The date of filing of the original Certificate of limited Partnership/Organization:
April 3, 1995	

 	 	 	
 	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	

 	 	 	
 	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

4th day of June, 2002.

Brandywine Central,, L.P.
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

	 	
 	 	 	Signature	 	

(See Exhibit B attached)
	 	
 	 	 	Title	 	

EXHIBIT A 
TO CERTIFICATE OF AMENDMENT 
BRANDYWINE CENTRAL, L.P. 
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows: 	
 	 	
 	‘‘Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.’’ 	
 	 	
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows: 	
 	 	
 	‘‘Article 6. The name and business address of each general partner is: Brandywine F.C., L.P., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.’’ 	
 	 	
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows: 	
 	 	
 	‘‘Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.’’ 	

EXHIBIT B
to
CERTIFICATE OF AMENDMENT
of
BRANDYWINE CENTRAL, L..P.
 	By:	Brandywine F.C., L.L.C., a Pennsylvania limited partnership General Partner	
 	 	 	
 	By:	Brandywine F.C., L.L.C., a Pennsylvania limited liability company	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	Brad A. Molotsky, Secretary	

Exhibit 3.28
________________________________________
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE CENTRAL, L.P.
A Pennsylvania Limited Partnership
June ___, 2001
________________________________________

          THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Brandywine Central, L.P., a Pennsylvania limited partnership (the “Partnership”), is dated as of this ____ day of June, 2001, by and between Brandywine F.C., L.P., a Pennsylvania limited partnership, as the general partner (“BRT F.C.” or the “General Partner”), and BTRS, Inc., a Delaware corporation (“BTRS, Inc.”), as the limited partner (the “Limited Partner”). The General Partner and the Limited Partner are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner”.
          On January 1, 1975, John S. Trogner, Sr., John S. Trogner, Jr. and Blair S. Trogner, Sr. (collectively, the “Trogners”) formed a Pennsylvania general partnership (the “Original Partnership”) under the name “First Commercial Development Company.” Pursuant to an agreement entered into as of January 1, 1995 and identified as “First Commercial Development Company Amended and Restated Limited Partnership Agreement,” the Trogners converted the Original Partnership into the Partnership and, in furtherance of such conversion, filed a Certificate of Limited Partnership with the Secretary of State of the Commonwealth of Pennsylvania on April 3, 1995 (the “Original Certificate”). As of May 8, 1998, BRT F.C. was admitted into the Partnership as the sole general partner, and the then partners in the partnership (other than the three Trogners) withdrew from the Partnership, and the remaining interests of the three Trogners in the Partnership were converted into limited partner interests, as reflected in the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of May 8, 1998 (the “Prior Agreement”) among BRT F.C. and the three Trogners. In connection with the May 8, 1998 transaction, the Original Certificate was amended by a Certificate of Amendment executed on May 8, 1998 and filed with the Secretary of State of the Commonwealth of Pennsylvania on May 20, 1998 (the Original Certificate, as so amended, the “Certificate”). On the date hereof, the Trogners have assigned and transferred all of their right, title and interest in and to the Partnership to BRT F.C. and BTRS, Inc. and are withdrawing from the Partnership; and this Agreement is being executed and delivered in order to amend and restate in its entirety the Prior Agreement.
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that BTRS, Inc. is hereby admitted to the Partnership as the sole limited partner and BRT F.C. continues as the sole general partner in the Partnership, and the Prior Agreement is hereby amended and restated in its entirety as follows:
ARTICLE 1
GENERAL PROVISIONS	
 	
          1.1.     Continuation, Partners and Name. 	
 	
                    (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect in the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”). The partners shall consist of BRT F.C. as the sole general partner and BTRS, Inc. as the sole limited partner.	
- 2 -

                    (b)     By executing this Agreement, each Partner hereby agrees that the Partnership shall be governed by the Act. Upon or promptly after the execution of this Agreement, the General Partner may, if it deems it necessary, execute and cause to be filed an amended and restated Certificate of Limited Partnership and such other applications, elections, certificates and documents as may be required for the continuation of a limited partnership under the Act, or as may be necessary to permit the Partnership to engage in the activities contemplated by Section 1.4 hereof.	
 	
          1.2.     Name. The name of the Partnership is Brandywine Central, L.P. or such other name as the General Partner from time to time may hereafter select.	
 	
          1.3.     Place of Business. The principal place of business of the Partnership shall be at 14 Campus Blvd., Suite 100, Newtown Square, PA 19073, 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 term of the Partnership has commenced and shall continue until December 31, 2094, unless earlier dissolved pursuant to the terms of Section 6.1 hereof or by operation of law.	
 	
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 BRT F.C. shall be ninety-eight percent (98.0%), and the Percentage Interest of BTRS, Inc. shall be two percent (2%). 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.	
- 3 -

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 General Partner, 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 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:	
- 4 -

                    (a)      December 31, 2094;	
 	
                    (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 or substantially 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 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 General Partner 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	
- 5 -

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, 15 P.S. §8500 et. seq. 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.	
 	
                    “Tax Matters Partner”     means the tax matters member as defined in Code Section 6231(a)(7).	
- 6 -

                    “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 (including the Prior Agreement), 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.     Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.	
 	
          8.5.     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.	
 	
          8.6.     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.	
 	
          8.7.     Amendment. This Agreement may not be amended except by unanimous written agreement of all of the Partners.	
 	
          8.8.     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.	
 	
          IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.	
- 7 -

 	General Partner:		
 	 	 	 	 	 		
 	BRANDYWINE F.C., L.P., a Pennsylvania limited partnership		
 	 	 	 	 	 		
 	By:	Brandywine F.C., L.L.C., a Pennsylvania limited liability company, its sole general partner		
 	 	 	 	 	 		
 	 	By:	Brandywine Operating Partnership, L.P., its sole member		
 	 	 	 	 	 		
 	 	 	By:	Brandywine Realty Trust, its general partner		
 	 	 	 	 	 		
 	 	 	 	By:	/s/ Gerard H. Sweeney                	
 	 	 	 	 	Gerard H. Sweeney, President		
 	 	 	 	 	and Chief Executive Officer		
 
 	Limited Partner:	
 	 	 	
 	BTRS, INC.	
 	 	
 	/s/ Gerard H. Sweeney                                            	
 	By:	Gerard H. Sweeney	
 	Title:	President and Chief Executive Officer	
 	 	 	
          The undersigned are executing this Agreement solely for the purpose of evidencing their complete withdrawal on the date hereof from the Partnership.	
 	 	 	
 	/s/ John S. Trogner, Sr.                                            	
 	John S. Trogner, Sr.	
 	 	
 	/s/ John S. Trogner, Jr.                                            	
 	John S. Trogner, Jr.	
 	 	
 	/s/ Blair S. Trogner, Sr.                                            	
 	Blair S. Trogner, Sr.	
- 8 -

PENNSYLVANIA DEPARTMENT OF STATE	
CORPORATION BUREAU	
			
Certificate of Limited Partnership	
(15 Pa. C.S § 8511.)	
Entity Number 	 	 	 	 	

 	 	 	
Name  Kimberley K. Perez 
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	 		
	 	 	
City	State	Zip Code	 	 	
Harrisburg	PA	17108-1181	 	 	

 	 	 	
Fee: $100	Filed in the Department of State on                                         	 	

 		 	
 	Secretary of the Commonwealth	 	
 	
     In compliance with the requirements of 15 Pa. C.S § 8511 (relating to certificate of limited partnerhip), the undersigned, desiring to form a limited partnership, hereby certifies that:	
 	 	
1.  	The name of the limited partnership (may contain the word “company”, or “limited” or ”limited partnership” or any abbreviation): 

Brandywine Cira, L.P.	

2.  	The (a) address of the limited partnership’s 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	
401 Plymouth Road, Suite 500	Plymouth Meeting	PA	19462	Montgomery	

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

3.  	The name and business address of each general partner of the partnership is:	
 	 	
Name                                           Address	
Brandywine Cira, LLC             401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462	

 	

	

4.  	Check and if appropriate complete one of the following:	
 	
	The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	
 	 	
	The formation of the limited partnership shall be effective on__________________at__________________
                                                       Date                              Hour	
 	 	
5.  	The specified effective date, if any is:	

month	date	year	hour, if any	

 	 	IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Amendment to be executed this
       day of June, 2003
	
 	 	Brandywine Cira, LLC, its general partner	
 	 	By: /s/ Gerard H. Sweeney	
 	 		
 	 	Signature	

 	 	Signature	

 	 	Signature	

Department of State
Corporation Bureau
P.O. Box 8722
Harrisburg, PA 17105-8722
(717) 787-1057
web site: www.dos.state.pa.us/corp.htm 
  
Instructions for Completion of Form: 
A.	Typewritten is preferred. If not, the form shall be completed in black or blue-black ink in order to permit reproduction. The filing fee for this form is $100 made payable to the Department of State.	
 	 	
B.	Under 15 Pa.C.S. § 135(c) (relating to addresses) an actual street or rural route box number must be used as an address, and the Department of State is required to refuse to receive or file any document that sets forth only a post office box address.	
 	 	
C.	The following, in addition to the filing fee, shall accompany this form:	
 	 	 	
 	(1)  	Any necessary copies of form DSCB:17.2.3 (Consent to Appropriation or Use of Similar Name).	
 	 	 	
 	(2)  	Any necessary governmental approvals.	
 	 	
D.	For general instructions relating to the formation of limited partnerships see 19 Pa. Code Ch. 73 (relating to limited partnerships).	
 	 	
E.	This form shall be executed by all general partners named herein. Any natural person of full age, general partnership, limited partnership, corporation or business or other trust may form a limited partnership if the organizing entity is designated as a general partner in and executes this form. Under 15 Pa.C.S. § 8513 (relating to certificate of cancellation) the Certificate of Limited Partnership shall be canceled whenever there are no limited partners, but it is not necessary to name the limited partners in the Certificate of Limited Partnership.	
 	 	
F.	Optional provisions required or authorized by law may be added as Paragraphs 4, 5, and 6...etc. If a partner's interest in the limited partnership is to be evidenced by a certificate of partnership interest, a statement to that effect must be included in this form. See 15 Pa.C.S. § 8511(a)(4).	
 	 	
G.	This form and all accompanying documents shall be mailed to the address stated above.	
 	 	
H.	To receive confirmation of the file date prior to receiving the microfilmed original, send either a self-addressed, stamped postcard with the filing information noted or a self-addressed, stamped envelope with a copy of the filing document.	

Exhibit 3.30
________________________________________
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE CIRA, L.P.
A Pennsylvania Limited Partnership
________________________________________

          THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Brandywine Cira, L.P. is made and entered into as of this ___ day of June, 2004 and amends and restates in its entirety the Agreement of Limited Partnership dated as of the 19th day of June, 2003 (the “Original Agreement”), by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Brandywine Cira, LLC, a Pennsylvania limited liability company as general partner (“General Partner” and together with the Limited Partner, the “Partners”) for the purpose of forming a Pennsylvania limited partnership (the “Partnership”) in accordance with the provisions hereinafter set forth. 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 Pennsylvania Department 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 Commonwealth of Pennsylvania and any other jurisdiction in which the Partnership may conduct business.	
 	
          1.2.     Name. The name of the Partnership is BRANDYWINE CIRA, L.P. or such other name as the Partners from time to time may unanimously 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. Simultaneously with the execution of the Original Agreement, the General Partner contributed to the capital of the Partnership cash in the aggregate amount of $10.00, and the Limited Partner contributed to the capital of the Partnership cash in the aggregate amount of $990.00.	

          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%), 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.     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.	
 	
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	
- 2 -

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:	
 	
                    (a)     December 31, 2125;	
 	
                    (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 or substantially 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 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.	
- 3 -

          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.	
 	
          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, 15 P.S. §8500 et seq. 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 Pennsylvania Department of State in accordance with the Act.
- 4 -

                    “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.
                    “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.	
- 5 -

          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.     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 CIRA, 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 3.31
CONSENT TO USE OF SIMILAR NAME
DSCB 17:3 (Rev 91) 
Pursuant to 19 Pa. Code § 17.3 (relating to use of a confusingly similar name) the undersigned association, desiring to consent to the use by another association of a name which is confusingly similar to its name, hereby certifies that: 
1.	The name of the limited association executing this Consent to Use of Similar Name is: Brandywine F.C. L.L.C.	

 	 	
2.	The (a) address of this association's current registered office in this Commonwealth or (b) name of its commerical 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)	16 Campus Blvd., Ste. 150	Newtown Square 	PA	19073	Delaware	
 	 		
 	 	Number and Street	City	State	Zip	County	
 	 	 	 	 	 	 	
 	(b)	c/o: 	
 		
 	 	    Name of Commercial Registered Office Provider	County	
 	 	
 	For an association represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purposes. 	
 	 	
3.	The date of its incorporation or other organisation is: March 9, 1998	
 	 	
4.	The statute under which it was incorporated or otherwise organised is: 15 Pa C.S. Section 8913	
 	 	
5.	The association(s) entitled to the benefit of this Consent to Use of Similar Name is (are): Brandywine F.C. L.L.C.	

 	 	
6.	A check in this box  indicates that the association executing this Consent to Use of Similar Name is the parent or prime affiliate of a group of associations using the same name with geographic or other designations, and that such association is authorized to and does hereby act on behalf of all such affiliated associations, including the following (see 19 Pa. Code § 17.3(c)(8))	

 	 	

 	IN TESTIMONY WHEREOF, the undersigned association has caused this consent to be signed by a duly authorized officer thereof the 9th day of March 1998	

 	 	 	
 	 	
 	Brandywine F.C., L.L.C. 	
 		
 	(Name of Association)	
 	 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	 	(Signature)	
 	 	 	
 	Title:	Gerard H. Sweeney, President	

 	 	 	 	 	
Microfilm Number 9817-1388	 	 	Filed with the Department of State on MAR 9 1998	 	
 	 	 	 	 	
Entity Number 2804511	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF LIMITED PARTNERSHIP
DSCB: 15-8511 (Rev 91)
In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:
1.	The name of the limited partnership is: Brandywine F.C., L.P.

 		
 	 	
2.	The (a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	 	
 	(a)	16 Campus Blvd., Suite 150, Newtown Square Corporate Campus,      PA               19073            Delaware	
 	 		
 	 	Number and Street               City                                                                State             Zip                County	
 	 	 	 	
 	(b)	c/o:	 	
 	 	 		
 	 	 	Name of Commercial Registered Office Provider                                                                     County     	
 	 	
 	For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	
3.	The name and business address of each general partner of the partnership is:	
 	 	
 	               Name                                        Address          	
 	 	
 	Brandywine F.C., L.L.C.   16 Campus Blvd., Suite 150, Newtown Square Corporate Campus, PA 19073 

 	 	

 		

 	 	
4.	(Check, and if appropriate complete, one of the following):	
 	 	
 		The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	
 	 	
 		The formation of the limited partnership shall be effective on                        at              	
 	                                                                                                                         Date                  Hour	
 	 	
5.	The specified effective date, if any, is:                                                                 	
 	                                                    month   day    year        hour, if any	

 

UNREADABLE TEXT 
IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 9th day of March 1998.
 	Brandywine F.C., L.L.C.	 	 	 	 	
 	 	 	 	 	 	
By:	/s/ Gerard H. Sweeney	 	 	XXXXXX	 	
 		 	 		 	
 	(Signature)	 	 	(Signature)	 	
 	Gerard H. Sweeney, President	 	 	 	 	
 	 	 	 	 	 	
 	XXXXXX	 	 	XXXXXX	 	
 		 	 		 	
 	(Signature)	 	 	(Signature)	 	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa. C.S.)	 	
 	Entity Number	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 	 	 	 	  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
HARRISBURG,   PA          17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
Brandywine F.C., L.P.	

 	
 	2.	The date of filing of the original Certificate of Limited Partnership Organization:
MARCH 9, 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	

 
 	 	 	
 	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

4th day of June 2002

Brandywine F.C., L.P.
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

XXXXXX
	 	
 	 	 	Signature	 	

 	 	 	Secretary of Brandywine F.C. LLC.
	 	
 	 	 	         Title	 	
 	 	 	 General Partner	 	

EXHIBIT A

TO CERTIFICATE OF AMENDMENT

BRANDYWINE F.C., L.P.
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine F,C., L.L.C., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

Exhibit 3.32
________________________________________
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE F.C., L.P.
A Pennsylvania Limited Partnership
________________________________________

          THIS AGREEMENT OF LIMITED PARTNERSHIP of Brandywine F.C., L.P. is made and entered into as of this 9th day of March, 1998, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Brandywine F.C., L.L.C., a Pennsylvania limited liability company as general partner (“General Partner” and together with the Limited Partner, the “Partners”) for the purpose of forming a Pennsylvania limited partnership (the “Partnership”) in accordance with the provisions hereinafter set forth. 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 Pennsylvania Department 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 Commonwealth of Pennsylvania and any other jurisdiction in which the Partnership may conduct business.	
 	
          1.2.     Name. The name of the Partnership is BRANDYWINE F.C., L.P. or such other name as the Partners from time to time may unanimously select.	
 	
          1.3.     Place of Business. The principal place of business of the Partnership shall be at 16 Campus Blvd., Suite 150, Newtown Square, PA 19073, 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.	
 	
- 2 -

          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. Upon the closing under the Contribution Agreement between members of First Commercial Development Company and Brandywine Operating Partnership, L.P., the General Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $10.00, and the Limited Partner shall contribute to the capital of the Partnership its right to receive all of the general partner interests and certain limited partner interests in First Commercial Development Company, a Pennsylvania limited partnership ("First Commercial"), comprising in the aggregate a 99% profits interest and an 89% capital interest in First Commercial.	
 	
          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%), 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.     Management and Control. The General Partner shall manage and control the business and affairs of the 	
- 3 -

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.	
 	
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 	
- 4 -

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:	
 	
                    (a)     December 31, 2050;	
 	
- 5 -

                    (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 or substantially 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 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.	
 	
- 6 -

                    (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, 15 P.S. §8500 et. seq. 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 Pennsylvania Department of State in accordance with the Act.	
 	
                    “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.	
 	
- 7 -

                    “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.	
 	
                    “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	
 	
- 8 -

 	
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.	
 	
          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.	
 	
- 9 -

          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)

- - 10 -

        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 F.C., L.L.C.	
 	 	 	
 	 	/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	
 	 	 	
- 11 -

Exhibit 3.33
CERTIFICATE OF LIMITED PARTNERSHIP 
OF 
BRANDYWINE GRANDE B, L.P. 
THIS Certificate of Limited Partnership of Brandywine Grande B, L.P. (“the Partnership”) has been duly executed and is being filed by the undersigned in accordance with the provisions of 6 DELC. §17-101, et. seq. to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act.
 	1.	Name.  The name of the limited partnership formed is Brandywine Grande B, L.P.	
 	 	 	
 	2.	Registered Office.  The address of the registered office of the Partnership in the State of Delaware is c/o PHS Corporate Services, Inc., 1201 Market Street, Suite 1600, New Cards County, Wilmington, DE 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., 1201 Market Street, Suite 1600, Wilmington, DE 19801.	
 	 	 	
 	4.	General Partner.  The name and mailing address of the sole general partner of the Partnership is:	
 	 	 	
 	 	Brandywine Grande B Corp. 
c/o PHS Corporate Services, Inc., 
1201 Market Street, Suite 1600 
Wilmington, DE 19801. 	
 	 	 	
IN WITNESS WHEREOF, the undersigned general partner has duly executed this Certificate of Limited Partnership as of September 24, 1998.
 	BRANDYWINE GRANDE B CORP.	 	
 	 	 	 	
 	By:	/s/ Gerard H. Sweeney	 	
 	 		 	
 	 	Gerard H. Sweeney,
President	 	
 	 	 	 	
 	 	STATE OF DELAWARE
SECRETARY OF STATE 
DIVISION OF CORPORATIONS 
FILED 03:35 PM 09/25/1998 
981373114 – 2949904 	 	

 	CERTIFICATE OF AMENDMENT 

TO

CERTIFICATE OF LIMITED PARTNERSHIP 

OF 

BRANDYWINE GRANDE B, L.P. 	State of Delaware
Secretary of State
Division of Corporations
Delivered 03:50 PM 09/29/2003
FILED 03:40 PM 09/29/2003
SRV 030625520 – 2949904 FILE	 	
 	 	 	 	
It is hereby certified that:
FIRST: The name of the limited partnership (hereinafter called the “partnership”) is:	
 	 	 	 	
SECOND:  Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership is amended as follows:	
 	 	 	 	
 	4.	General Partner.  The name and mailing address of the sole general partner of the Partnership is:	
 	 	 	 	
Brandywine Realty Trust 
401 Plymouth Road, Suite 500 
Plymouth Meeting, PA 19462 
Montgomery County 	
The undersigned, a general partner of the partnership, executed this Certificate of Amendment on August 15, 2003.
Withdrawing General Partner: 	 	Added General Partner:	
 	 	 	 	 	
BRANDYWINE GRANDE B CORP. 	 	BRANDYWINE REALTY TRUST	
 	 	 	 	 	
By: 	/s/ Gerard H. Sweeney 	 	By: 	/s/ Gerard H. Sweeney	
 		 	 		
 	Name: 	Gerard H. Sweeney 	 	 	Name:	Gerard H. Sweeney	
 	Title: 	President 	 	 	Title:	President	

 

Exhibit 3.34
________________________________________
THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE GRANDE B, L.P.
A Delaware Limited Partnership
________________________________________

          THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Brandywine Grande B, L.P. (the “Partnership”) is made and entered into as of this 17th day of June, 2004 by and between Brandywine Grande B, LLC, a Delaware limited liability company, as the general partner (the “General Partner”), and Brandywine Operating Partnership, L.P., a Delaware limited partnership, as the limited partner (the “Limited Partner”), and amends and restates in its entirety the Second Amended and Restated Agreement of Limited Partnership dated as of the 29th day of September, 2003 (the “Second Amendment”) by and between the Limited Partner and Brandywine Realty Trust, a Maryland real estate investment trust, as the general partner, which in turn amended and restated in its entirety the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of the 21st day of February, 2001 (the “First Amendment”), by and between Brandywine Operating Partnership, L.P., as the limited partner, and Brandywine Grande B Corp., a Delaware corporation (“Grande B Corp.”), as the general partner. The First Amendment in turn amended and restated in its entirety the Agreement of Limited Partnership dated as of September 25, 1998 (the “Original Agreement”) of the Partnership. Capitalized terms are defined below. As of the date hereof, Brandywine Realty Trust has transferred and assigned its entire interest in the Partnership to the General Partner and has withdrawn from the Partnership.
          NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound, the Partners hereby agree that the Second Amendment is hereby amended and restated in its entirety to read as follows:
ARTICLE 1
GENERAL PROVISIONS	
 	
            1.1.     Formation. The Partners hereby agree to continue 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 Office of the Secretary of State of the State of Delaware 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 GRANDE B, L.P. or such other name as the Partners from time to time may unanimously 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 nature of the business or purpose to be conducted or promoted by the Partnership is to engage exclusively in the following business and financial activities, all in accordance with the terms of this Agreement:	
- 2 -

 	
                    (a)     to acquire, hold, own, finance, refinance, develop, construct, improve, maintain, operate, sell, lease, transfer, encumber, convey, exchange, and otherwise dispose of or deal with real property (the “Real Property”); and	
			 	
                    (b)     to engage in any other lawful activities, including those that are incidental, necessary or appropriate to the foregoing.	
		 	
          The Partnership shall have all powers necessary or desirable to effectuate the foregoing.	
		 	
          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.     Capital Contributions.	
 	 	 	
                       (a)     Grande B Corp., as a former general partner in the Partnership, contributed to the capital of the Partnership cash in an aggregate amount equal to $10,000.00 (and the General Partner has made no additional contributions to the capital of the Partnership) and the Limited Partner has contributed to the capital of the Partnership its right to receive all of the interests in and to the Real Property. 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%).	
 	 	 	
                       (b)     Except as specifically required under subsection 2.1(a) hereof, 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.     Maintenance of Capital Accounts.	
 	 	 	
                       (a)     The Partnership shall maintain a separate Capital Account for each Partner in accordance with Treasury Regulations promulgated under Section 704(b) of the Code, and each Partner’s Capital Account shall be as follows:	
 	 	 	 	
                                 (i)     Each Partner’s Capital Account shall be credited with the value of such Partner’s initial capital contribution set forth in subsection 2.1(a) hereof.	
 	 	 	 	
                                 (ii)     Each Partner’s Capital Account shall be (1) increased by (a) the amount of money contributed by such Partner to the capital of the Partnership, (b) the Gross Asset Value of any property contributed by such Partner to the capital of the Partnership (net of liabilities secured by such contributed property) and (c) the amount of Profits and other items of Partnership income or gain allocated to such Partner under this Agreement, and (2) decreased by (a) the amount of money distributed to such Partner by the Partnership pursuant to this Agreement, (b) the Gross Asset Value of property distributed to such Partner by the 	
- 3 -

Partnership (net of liabilities secured by such distributed property) and (c) the amount of Losses and other items of Partnership deduction, loss or expense allocated to such Partner under this Agreement.
                    (b)     It is intended that the Capital Accounts shall be determined and maintained throughout the full term of the Partnership in accordance with the capital accounting rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv), and that all provisions in this Agreement shall be interpreted and applied in a manner consistent therewith. In the event that the Partners determine that it is prudent to modify the manner in which the Capital Accounts, or any credits or charges thereto, are computed or maintained in order to comply with such Treasury Regulations, the Partners, upon agreement, shall make such modifications to the extent necessary to comply with such Treasury Regulations.	
		 	
          2.3.     Allocations of Profits. After giving effect to the special allocations set forth in Section 2.5 hereof, Profits for any Fiscal Year shall be allocated to the Partners in the following order and priority:	
		 	 	
                      (a)     First, to the Partners until the cumulative Profits allocated pursuant to this subsection (a) are equal to the cumulative Losses allocated to the Partners pursuant to Section 2.4 hereof for all prior periods (without duplication) in reverse order to which the prior Losses were allocated.	
		 	 	
                      (b)     Second, one hundred percent (100%) to the Limited Partner until the Limited Partner has been allocated an amount equal to the excess, if any, of (1) the cumulative distributions made to the Limited Partner pursuant to subsections 2.8(a), 2.9(a) and 7.3(d) hereof in respect of the Limited Partner Preferred Return on Initial Capital from the date hereof to the end of the Fiscal Year, over (2) the cumulative amounts allocated to the Limited Partner pursuant to this subsection (b) for all prior Fiscal Years.	
		 	 	
                      (c)     Third, one hundred percent (100%) to the General Partner until the General Partner has been allocated an amount equal to the excess, if any, of (1) the cumulative distributions made to the General Partner pursuant to subsections 2.8(b), 2.9(b) and 7.3(d) hereof in respect of the General Partner Preferred Return on Initial Capital from the date hereof to the end of the Fiscal Year, over (2) the cumulative amounts allocated to the General Partner pursuant to this subsection (c) for all prior Fiscal Years.	
		 	 	
                      (d)     Thereafter, to the Partners in accordance with their Percentage Interests.	
		 	
          2.4.     Allocation of Losses. After giving effect to the special allocations set forth in Section 2.5 hereof, Losses for any Fiscal Year shall be allocated to the Partners in the following order and priority:	
		 	 	
                      (a)     First, to the extent any Profits have been allocated pursuant to Section 2.3 hereof, Losses shall be allocated first to offset any Profits allocated pursuant to subsection 2.3(d) hereof, then to offset Profits allocated pursuant to subsection 2.3(c) hereof, and, then to offset Profits allocated pursuant to subection 2.3(b) hereof, in each case in an amount up to the amount of any Profits previously allocated under the respective subsection. To 	
- 4 -

the extent Profits are offset pursuant to this subsection (a), such allocations shall be disregarded for purposes of computing subsequent allocations pursuant to this subsection (a).
                    (b)     Next, to the Partners in accordance with their Percentage Interests.	
			 	
                    (c)     Notwithstanding subsections 2.4(a) and 2.4(b) hereof, no amount of Loss shall be allocated to a Partner to the extent that such allocation would cause or increase a deficit balance in such Partner’s Capital Account, as adjusted. Rather, such amount of Loss shall be allocated to the Partner with positive Capital Account, provided, however, that if no Partner has a positive Capital Account at the time of such allocation, Losses shall be allocated to the Partners in accordance with subsection 2.4(b) hereof, provided further, that to the extent that Losses have been allocated to a Partner pursuant to this subsection (c), then, notwithstanding Section 2.3 hereof, subsequent Profits shall be allocated to that Partner under this subsection (c) until the aggregate Profits allocated to such Partner hereunder shall be equal to the aggregate Losses allocated under this subsection (c) for all prior periods.	
		 	
          2.5.     Special Allocations. Notwithstanding anything in this Agreement to the contrary, the following special allocations shall be made as follows:	
		 	 	
                      (a)     All Nonrecourse Deductions for each Fiscal Year shall be allocated to the Partners in proportion to their respective Percentage Interests. For purposes of Treasury Regulation Section 1.752-3, all excess nonrecourse liabilities of the Partnership will be allocated between the Partners in proportion to their respective Percentage Interests.	
		 	 	
                      (b)     Any items of income, loss, gain or deduction that are attributable to Partner Nonrecourse Debt shall be allocated to those Partners who bear the economic risk of loss for such debt in accordance with Treasury Regulation §1.704-2(i).	
		 	 	
                      (c)     If there is a net decrease in Minimum Gain for a taxable year of the Partnership, then, unless and except to the extent that the exceptions provided in Treasury Regulations §1.704-2(f)(2) through (5) are applicable, before any other allocation is made for such taxable year, each Partner shall be allocated items of income and gain for such year (and, if necessary, for subsequent years) in an amount equal to the portion of such Partner’s share of the net decrease in Minimum Gain, as such share is determined in accordance with Treasury Regulations §1.704-2(g)(2). This subsection (c) is intended to qualify as a “minimum gain chargeback” under Treasury Regulation §1.704-2(f)(1) and shall be interpreted in a manner consistent therewith.	
		 	 	
                      (d)     To the extent that any Partner unexpectedly receives any adjustment, allocation, or distribution described in subparagraphs (4), (5), or (6) of Treasury Regulation §1.704-1(b)(2)(ii)(d), which adjustment, allocation or distribution creates or increases a deficit in that Partner’s Capital Account, then, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in its Capital Account created by such adjustment, allocation, or distribution as quickly as possible. Any special allocations of items of income or gain pursuant to this provision shall be taken into account in computing subsequent allocations of Profits so that the net amount of any items so allocated and the Profits, Losses and all other items allocated to each Partner shall, 	
- 5 -

to the extent possible, be equal to the net amount that would have been allocated to each such Partner pursuant to the other provisions of this Agreement if such unexpected adjustments, allocations or distributions had not occurred. The foregoing is intended to qualify as a “qualified income offset” within the meaning of Treasury Regulation §1.704-1(b)(2)(ii)(d) and shall be applied in a manner consistent with that Treasury Regulation.
          2.6.     Curative Allocations. The allocations set forth in subsection 2.4(c) and Section 2.5 hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulation Section 1.704-1(b) and 1.704-2. Notwithstanding any other provision of this Article 2 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other items of Partnership income, gain, loss, deduction or credit among the Partners so that, to the extent possible, the net amount of such allocations or other items of income, gain, loss, deduction or credit and the Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Regulatory Allocations had not occurred.	
		 	
          2.7.     Allocations for Tax Purposes. In the event the book value of any Partnership asset differs from its adjusted tax basis (upon contribution, revaluation or otherwise), all income, gain, loss and deduction with respect to such asset shall be allocated to the Partners in a manner that takes into account the variation between such book value and adjusted tax basis for such property for federal income tax purposes, pursuant to section 704(c) of the Code or pursuant to the principles thereof using any reasonable allocation method (including curative allocations) as may be determined by the Partners or, if the Partners so elect, the Partnership’s accountants. Allocations made under this Section 2.7 are made solely for federal, state or local income tax purposes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, or other items or distributions pursuant to any provision of this Agreement.	
		 	
          2.8.     Distribution of Net Cash From Operations. Except as otherwise provided in Section 7.3 hereof (relating to liquidating distributions), Net Cash From Operations shall be distributed not later than thirty (30) days after the end of each fiscal quarter of each Fiscal Year in the following order and priority:	
		 	 	
                      (a)     First, one hundred percent (100%) to the Limited Partner until: the Limited Partner has been distributed an amount equal to the excess, if any, of (1) the Limited Partner Preferred Return on Initial Capital from the date hereof to the end of such fiscal quarter over (2) the sum of all prior distributions to the Limited Partner in respect of the Limited Partner Preferred Return on Initial Capital pursuant to this subsection (a) and subsection 2.9(a) hereof.	
		 	 	
                      (b)     Second, one hundred percent (100%) to the General Partner until: the General Partner has been distributed an amount equal to the excess, if any, of (1) the General Partner Preferred Return on Initial Capital from the date hereof to the end of such fiscal quarter over (2) the sum of all prior distributions to the General Partner in respect of the General Partner Preferred Return on Initial Capital pursuant to this subsection (b) and subsection 2.9(b) hereof.	
		 	 	
                      (c)     Thereafter, to the Partners in accordance with their Percentage Interests.	
- 6 -

 	
          2.9.     Distribution of Net Cash From Sales or Refinancings. Except as otherwise provided in Section 7.3 hereof (relating to liquidating distributions), Net Cash From Sales or Refinancings, if any, realized or available to the Partnership shall be distributed as soon as practicable, as determined by the Partners, in the following order and priority:	
		 	 	
                      (a)     First, one hundred percent (100%) to the Limited Partner, until the Limited Partner has received an amount equal to the excess, if any, of (1) the Limited Partner Preferred Return on Initial Capital from the date hereof to the date on which the event giving rise to such Net Cash From Sales or Refinancings occurred over (2) the sum of all prior distributions to the Limited Partner in respect of the Limited Partner Preferred Return on Initial Capital pursuant to this subsection (a) and subsection 2.8(a) hereof.	
		 	 	
                      (b)     Second, one hundred percent (100%) to the General Partner, until the General Partner has received an amount equal to the excess, if any, of (1) the General Partner Preferred Return on Initial Capital from the date hereof to the date on which the event giving rise to such Net Cash From Sales or Refinancings occurred over (2) the sum of all prior distributions to the General Partner in respect of the General Partner Preferred Return on Initial Capital pursuant to this subsection (b) and subsection 2.8(b) hereof.	
		 	 	
                      (c)     Third, one hundred percent (100%) to the Limited Partner, until the Limited Partner has received an amount equal to the Limited Partner Unreturned Initial Capital.	
		 	 	
                      (d)     Fourth, one hundred percent (100%) to the General Partner, until the General Partner has received an amount equal to the General Partner Unreturned Initial Capital.	
		 	 	
                      (e)     Thereafter, to the Partners in accordance with their Percentage Interests.	
		 	
          2.10.     Authority to Withhold. Upon the written advice of the Partnership’s legal tax counsel, the Partnership shall be entitled to collect, withhold and make payments on behalf of or with respect to any Partner’s allocable share of Partnership income or gain, in amounts required to discharge any obligation of the Partnership to withhold or make payments to any governmental authority with respect to any federal, state, and local tax liability of such Partner arising as a result of such Partner’s Interest in the Partnership. Any amount withheld pursuant to the foregoing sentence shall be treated for all purposes of this Agreement as having been paid or distributed to such Partner and shall reduce, on a dollar for dollar basis, amounts otherwise payable of distributable to such Partner under this Agreement. Each Partner hereby agrees to indemnify and hold harmless the Partnership for, from and against any liability with respect to amounts paid or withheld under this Section 2.10 on behalf of or with respect to such Partner.	
 	
ARTICLE 3
MANAGEMENT	
 	 	
            3.1.     Management and Control. Subject to Article 5 hereof, 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 and without limiting Article 5 hereof, the General Partner shall 	
- 7 -

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
CONSENT OF GENERAL PARTNER REQUIRED	
 	 	
                      (a)     The Partnership shall not, without the consent of the General Partner, do any of the following:	
 	 	 	
                                 (i)     institute proceedings to be adjudicated bankrupt or insolvent,	
 	 	 	
                                 (ii)     consent to the institution of bankruptcy or insolvency proceedings against it,	
 	 	 	
                                 (iii)     file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy,	
 	 	 	
                                 (iv)     consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, conservator, custodian (or similar official) of the Partnership or a substantial part of the property of the Partnership,	
 	 	 	
                                 (v)     make any assignment for the benefit of creditors,	
 	 	 	
                                 (vi)     admit in writing its inability to pay its debts generally as they become due,	
 	 	 	
                                 (vii)     otherwise seek relief under any laws relating to the relief from debts or the protection of debtors generally, or	
 	 	 	
                                 (viii)     take any action in furtherance of the foregoing.	
 	 	
                      (b)     dissolve or liquidate, in whole or in part, or consolidate, merge, or sell, convey, or otherwise transfer all or substantially all of the assets of the Partnership;	
 	 	
                      (c)     engage in any business activity other than as contemplated by Section 1.4 hereof; or	
 	 	
                      (d)     amend this Agreement.	
- 8 -

 	
ARTICLE 6
FINANCIAL MATTERS	
 	
            6.1.     Records. The Partnership shall maintain at its principal place of business: (a) true and full information regarding the status of the business and financial affairs of the Partnership; (b) a current list of the name and last known address of each of its Partners; (c) a copy of this Agreement and the Certificate and all amendments thereto; (d) the accounting books and records and minutes of proceedings of the Partners; and (e) any other information regarding the affairs of the Partnership as the General Partner determines is just and reasonable.	
 	 	
            6.2.     Fiscal Year. Unless otherwise designated by the Partners, the fiscal year of the Partnership shall end on December 31.	
 	 	
            6.3.     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.	
 	 	
            6.4.     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.	
 	 	
            6.5.     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 7
DISSOLUTION	
 	
            7.1.     Dissolution. The Partnership shall be dissolved upon the earliest to occur of the following:	
 	 	 	
                       (a)     the unanimous written consent of the Partners;	
 	 	 	
                       (b)     an event of withdrawal of a General Partner under the Act;	
 	 	 	
                       (c)     cancellation of the Certificate pursuant to and in accordance with §17-203 of the Act; and	
 	 	 	
                       (d)     entry of a decree of judicial dissolution under §17-802 of the Act; provided, however, that notwithstanding the foregoing, to the extent permitted by applicable law, the Partnership shall not dissolve or otherwise terminate except as a result of the bankruptcy of 	
- 9 -

the General Partner, and the Partnership shall continue (and not dissolve) for so long as a single solvent General Partner exists.
          7.2.     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 that 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 7.3.	
		 	
          7.3.     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, if any, to be distributed on or before the later of (i) the end of the taxable year during which such liquidation occurs or (ii) ninety (90) days after the date of such liquidation, in accordance with and in the order set forth in Section 2.9 hereof.	
		 	
          7.4.     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.	
		 	
          7.5.     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 8
DEFINITIONS AND RULES OF CONSTRUCTION	
 	
            8.1.     Definitions. The following terms, as used herein, shall have the following respective meanings:	
- 10 -

          “Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §17-101 et. seq. as amended from time to time.
          “Affiliate” means any person or entity other than the Partnership that (i) owns beneficially, directly or indirectly, any outstanding shares of the General Partner’s stock or any partnership interest in the Partnership, or (ii) controls or is under common control with the General Partner or the Partnership. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise.
          “Agreement” means this Agreement of Limited Partnership, as amended or restated from time to time.
          “Capital Account” shall mean the accounting record of each Partner’s capital interest in the Partnership maintained pursuant to and in accordance with Section 2.2 hereof.
          “Certificate” means the Certificate of Limited Partnership, as amended or restated from time to time, filed with the Office of the Secretary of State of the State of Delaware in accordance with the Act.
          “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.
          “Depreciation” shall mean, for each Fiscal Year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Fiscal Year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or other period bears to such beginning adjusted tax basis. In the event that the federal income tax depreciation, amortization, or other cost recovery deduction is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method.
          “Fiscal Year” means the twelve month period ending December 31 of each year, unless otherwise provided pursuant to Section 6.2 hereof.
          “General Partner Initial Capital” shall mean the capital contribution made by Grande B Corp. as the prior owner of the general partner interest in the Partnership and as reflected in subsection 2.1(a) hereof.
          “General Partner Preferred Return on Initial Capital” shall mean the cumulative right given to the General Partner to receive in respect of each Fiscal Year a sum equal to ten percent (10%) per annum (determined on the basis of a year of 365 days, for the actual number of days occurring in the period for which the General Partner Preferred Return on Initial Capital is being determined, cumulative to the extent not distributed in any quarter pursuant to subsections 2.8(b) or 2.9(b) hereof, but not compounded) of the average daily balance of the General Partner Unreturned Initial Capital from time to time during the period to which the 
- 11 -

General Partner Preferred Return on Initial Capital relates. The General Partner Preferred Return on Initial Capital shall commence on the date hereof and shall be payable as provided in this Agreement.
          “General Partner Unreturned Initial Capital” shall mean the General Partner Initial Capital reduced by cash distributions in respect of the General Partner Initial Capital made pursuant to subsection 2.9(d) hereof.
          “Gross Asset Value” shall mean with respect to any asset of the Partnership, the asset’s adjusted basis for federal income tax purposes, except that (i) where an asset has been revalued on the books of the Partnership the Gross Asset Value shall be adjusted to reflect such revaluation, (ii) where an asset has been contributed to the Partnership by a Partner, the Gross Asset Value shall be its fair market value as established by the Partner and (iii) the Gross Asset Value of Partnership assets shall be adjusted to reflect Depreciation taken into account with respect to such assets for purposes of determining Profits or Losses.
          “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.
          “Limited Partner Initial Capital” shall mean the capital contribution made by the Limited Partner pursuant to subsection 2.1(a) hereof.
          “Limited Partner Preferred Return on Initial Capital” shall mean the cumulative right given to the Limited Partner to receive in respect of each Fiscal Year a sum equal to ten percent (10%) per annum (determined on the basis of a year of 365 days, for the actual number of days occurring in the period for which the Limited Partner Preferred Return on Initial Capital is being determined, cumulative to the extent not distributed in any quarter pursuant to subsections 2.8(a) or 2.9(a) hereof, but not compounded) of the average daily balance of the Limited Partner Unreturned Initial Capital from time to time during the period to which the Limited Partner Preferred Return on Initial Capital relates. The Limited Partner Preferred Return on Initial Capital shall commence on the date hereof and shall be payable as provided in this Agreement.
          “Limited Partner Unreturned Initial Capital” shall mean the Limited Partner Initial Capital reduced by cash distributions in respect of the Limited Partner Initial Capital made pursuant to subsection 2.9(c) hereof.
          “Minimum Gain” shall mean and refer to, at any time, with respect to all nonrecourse liabilities of the Partnership (within the meaning of Treasury Regulation §1.704-2(b)(3)) the aggregate amount of gain (of whatever character), if any, that would be realized by the Partnership if it disposed of (in a taxable transaction) all Partnership property subject to such liabilities in full satisfaction thereof, and as further defined in Treasury Regulation §1.704-2(d).
          “Net Cash From Operations” shall mean the gross cash proceeds from the ownership or operation of the Real Property (excluding capital contributions) less the portion 
- 12 -

thereof used to pay or establish reserves for all Partnership expenses, debt payments, capital improvements, replacements and contingencies, all as determined by the Partners. Net Cash From Operations shall not be reduced by depreciation, amortization, cost recovery deductions or similar allowances, but shall be increased by any reductions to reserves previously established.
          “Net Cash from Sales or Refinancings” shall mean the net cash proceeds from all sales or other dispositions of the Real Property (other than in the ordinary course of business) and all proceeds realized by the Partnership upon any refinancing of Partnership indebtedness, less (i) expenses incident to such refinancing and satisfaction of any indebtedness being refinanced, and (ii) any portion thereof used to establish reserves, all as determined by the Partners. “Net Cash from Sales or Refinancings” shall include all principal and interest payments with respect to any note or other obligation received by the Partnership in connection with any sales and other dispositions of the Real Property.
          “Nonrecourse Deductions” shall have the meaning set forth in Treasury Regulation §1.704-2(b)(1).
          “Partner Minimum Gain” shall mean an amount determined by computing with respect to each Partner Nonrecourse Debt, the Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a nonrecourse liability, determined in accordance with Treasury Regulation Section 1.704-2(i)(3).
          “Partner Nonrecourse Debt” shall mean nonrecourse indebtedness of the Partnership with respect to which any Partner has a direct or indirect risk of loss, as more fully defined in Treasury Regulation §1.704-2(b)(4).
          “Partner Nonrecourse Deduction” shall mean, for each Fiscal Year, the Partnership deductions which are attributable to Partner Nonrecourse Debt and are characterized as “partner nonrecourse deductions” under Treasury Regulation Section 1.704-2(i)(l).
          “Partners” means the General Partner and the 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.
          “Profits” and “Losses” shall mean, for each Fiscal Year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, as computed for federal income tax purposes and determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(l) of the Code shall be included in taxable income or loss), with the following adjustments:
- 13 -

                    (a)      Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;
                    (b)      Any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code or treated as such expenditures pursuant to Treasury Regulation §1.704-l(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss;
                    (c)      Gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value.
                    (d)      In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing taxable income or loss, Depreciation shall be taken into account for such Fiscal Year or other period in computing taxable income or loss;
                    (e)      Notwithstanding any other provision of this definition, Nonrecourse, Deductions, Partner Nonrecourse Deductions and any items of income, gain, loss or deduction which are specially allocated pursuant to Section 2.5 hereof, shall not be taken into account in computing taxable income or loss; and
                    (f)      In any case where, in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(e) or (f) Partnership property is revalued on the books of the Partnership to reflect its fair market value, the amount of such revaluation (to the extent not previously taken into account) shall be taken into account as gain or loss from a taxable disposition of such property for purposes of computing taxable income or loss.
          “Tax Matters Partner” means the tax matters partner 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.
          “Treasury Regulations” or “Regulations” shall mean pronouncements, as amended from time to time, or their successor pronouncements, which clarify, interpret and apply the provisions of the Code, and which are designated as “Treasury Regulations” by the United States Department of the Treasury.
          8.2.     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.
- 14 -

 	
ARTICLE 9
MISCELLANEOUS	
 	 	
            9.1.     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.	
 	 	
            9.2.     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.	
 	 	
            9.3.     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.	
 	 	
            9.4.     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.	
 	 	
            9.5.     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.	
 	 	
            9.6.     Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.	
 	 	
            9.7.     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.	
 	 	
            9.8.     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.	
 	 	
            9.9.     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.	
 	 	
            9.10.     Time is of Essence. Time is of the essence in the performance of this Agreement.	
 	 	
            9.11.     Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.	
- 15 -

 	
          9.12.     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)
- 16 -

          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 GRANDE B L.L.C.	
 	 	 	
 	/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	
- 17 -

Exhibit 3.35
 	 	 	 	 	
Microfilm Number            	 	 	Filed with the Department of State on DEC 30 1997	 	
 	 	 	 	 	
Entity Number 2792044	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF LIMITED PARTNERSHIP
DSCB:15-8511 (Rev 91)
In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:
1.	The name of the limited partnership is: Brandywine I.S., L.P.

 		
 	 	
2.	The (a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	 	
 	(a)	16 Campus Blvd., Suite 150, Newtown Square Corporate Campus, PA 19073 Delaware	
 	 		
 	 	Number and Street             City      State              Zip     County	
 	 	 	 	
 	(b)	c/o:	 	
 	 	 		
 	 	 	Name of Commercial Registered Office Provider         County     	
 	 	
 	For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	
3.	The name and business address of each general partner of the partnership is:	
 	 	
 	               Name                                        Address          	
 	Brandywine I.S., L.L.C.   16 Campus Blvd., Suite 150, Newtown Square Corporate Campus, PA 19073 

 	 	

 		

 	 	
4.	(Check, and if appropriate complete, one of the following):	
 	 	
 		The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	
 	 	
 		The formation of the limited partnership shall be effective on:                        at              	
 	                                                                                                                         Date                  Hour	
 	 	
5.	The specified effective date, if any, is:                                                                 	
 	                                                    month   day    year     hour, if any	

IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 29th day of December, 1997.
Brandywine I. S., L.L.C.
By:	XXXXXX	 	 	XXXXXX	 	
 		 	 		 	
 	(Signature)	 	 	(Signature)	 	
 	Gerard H. Sweeney, President and CEO	 	 	 	 	
 	 	 	 	 	 	
 	XXXXXX	 	 	XXXXXX	 	
 		 	 		 	
 	(Signature)	 	 	(Signature)	 	

CONSENT TO USE OF SIMILAR NAME
DSCB 17:3 (Rev 91) 
Pursuant to 19 Pa. Code § 17.3 (relating to use of a confusingly similar name) the undersigned association, desiring to consent to the use by another association of a name which is confusingly similar to its name, hereby certifiers that: 
1.	The name of the limited association executing this Consent to Use of Similar Name is : Brandywine I.S., L.L.C.	

 	 	
2.	The (a) address of this association's current registered office in this Commonwealth or (b) name of its commericial 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)	16 Campus Blvd., Suite 150, 	Newtown Square Corporate Campus	PA	19073	Delaware	
 	 		
 	 	Number and Street	City	State	Zip	County	
 	 	 	 	 	 	 	
 	(b)	c/o: 	
 		
 	 	    Name of Commercial Registered Office Provider	County	
 	 	
 	For an association represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purposes.	
 	 	
3.	The date of its incorporation or other organization is:   December 29, 1997	
 	 	
4.	The statute under which it was incorporated or otherwise organized is :DSCB : 15-8913 (Rev. 95)	
 	 	
5.	The association(s) entitled to the benefit of this Consent to Use of Similar Name is (are): Brandywine I.S., L.P.	

 	 	
6.	A check in this box  indicates that the association executing this Consent to Use of Similar Name is the parent or prim affiliate of a group of associations using the same name with geographic or other designations, and that such association is authorized to and does hereby act on behalf of all such affiliated associations, including the following (see 19 pa. Code § 17.3(c)(B)): 

 		

 	 	
 	IN TESTIMONY WHEREOF, the undersigned association has caused this consent to be signed by a duly authorized officer thereof this 29th day of December, 1997 	

 	 	 	
 	 	
 	Brandywine I.S., L.L.C. 	
 		
 	 	(Name of Association)	
 	 	 	
 	BY:	XXXXXXXX	
 	 		
 	 	(Signature)	
 	 	 	
 	TITLE:	Gerard H. Sweeney, President and CEO	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa C. S.)	 	
 	Entity Number
2792044 	 	 	 	 	 	 	

 	 	 	 	  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 1187
HARRISBURG,   PA          17108-1181	 		 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on JUN 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
Brandywine I.S., L.P.	

 	 	 	
 	2.	The date of filing of the original Certificate of Limited Partnership/Organization:
12/30/97	

 	 	 	
 	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	

 
 	 	 	
 	5.	Check if the amendment restates the Certificate of Limited Partnership/Organization:	
 	 	 	
 		The restated Certificate of Limited Patnership/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

4th day of June, 2002

Brandywine I.S., L.P.
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

XXXXXX
	 	
 	 	 	Signature	 	
 	 	 	 	 	
 	 	 	Secretary of Brandywine I.S.. LLC.
	 	
 	 	 	         Title   General Partner	 	

EXHIBIT A

TO CERTIFICATE OF AMENDMENT

BRANDYWINE I.S., L.P.
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine I.S., L.L.C., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

Exhibit 3.36
________________________________________
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE I.S., L.P.
A Pennsylvania Limited Partnership
________________________________________

          THIS AGREEMENT OF LIMITED PARTNERSHIP of Brandywine I.S., L.P. is made and entered into as of this 30th day of December, 1997, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Brandywine I.S., L.L.C., a Pennsylvania limited liability company as general partner (“General Partner” and together with the Limited Partner, the “Partners”) for the purpose of forming a Pennsylvania limited partnership (the “Partnership”) in accordance with the provisions hereinafter set forth. 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 Pennsylvania Department 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 Commonwealth of Pennsylvania and any other jurisdiction in which the Partnership may conduct business.	
 	
          1.2.     Name. The name of the Partnership is BRANDYWINE I.S., L.P. or such other name as the Partners from time to time may unanimously select.	
 	
          1.3.     Place of Business. The principal place of business of the Partnership shall be at 16 Campus Blvd., Suite 150, Newtown Square Corporate Campus, PA 19073, 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. Simultaneously with the execution of this Agreement, the General Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $10.00, and the Limited Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $990.00.	
 	
          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 	
- 2 -

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%), 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.     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.	
 	
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 	
- 3 -

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:	
 	
                    (a)     December 31, 2050;	
 	
                    (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 or substantially 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 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:	
- 4 -

                    (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.	
 	
          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, 15 P.S. §8500 et. seq. 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 Pennsylvania Department of State in accordance with the Act.	
 	
                    “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.	
- 5 -

                    “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.	
 	
                    “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.	
- 6 -

          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.     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)
- 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 I.S., L.L.C.	
 	 	 	
 	/s/ Gerard H. Sweeney	
 			
 	President and Chief Executive Officer	

 	 	 	
 	Limited Partner:	
 	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	

 	By: BRANDYWINE REALTY TRUST,	
 	Its General Partner	
 	 	 	
 	/s/ Gerard H. Sweeney	
 			
 	President and Chief Executive Officer	
- 8 -

Exhibit 3.37
Microfilm Number______________	Filed with the Department of State on	
 	___________________________	
Entity Number_______________	Secretary of the Commonwealth 	
CERTIFICATE OF LIMITED PARTNERSHIP
DSCB:15-8511 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:
1.	The name of the limited partnership is: Brandywine Metroplex, L.P.	
 	 	
2.	The (a) address of this limited partnership's initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	 	 	 	 	 	
 	(a)	4 Campus Blvd., Suite 100	Newtown Square,	     PA	19073	   Delaware	
 	 		
 	 	Number and Street	     City	State	Zip	County	
 	 	 	 	 	
 	(b)	c/o	_____________________________________________________________________________________________________________________________	
Name of Commercial Registered Office Provider	County	
For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.
3.	The name and business address of each general partner of the partnership is:	
 	 	 	
 	Name	Address	
 	Brandywine Metroplex, LLC	c/o Brandywine Realty Trust
14 Campus Blvd., Suite 100
Newtown Square, PA 19073	
 	 	
4.	(Check, and if appropriate complete, one of the following):	
 	 	
 	 The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	
 	 	
 	 The formation of the limited partnership shall be effective on: _________at _________	
 	                                                                                                                Date         Hour	
 	 	
5.	The specified effective date, if any, is: ___________________ 	
 	                                                                 month/day/year/hour, if any	
IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 13th day of December , 2000.
 	Brandywine Metroplex, LLC

By: ___________________
Gerard H. Sweeney, Sr., President & CEO
(Signature)	

Department of State
Corporation Bureau
P.O. Box 8722
Harrisburg, PA 17105-8722 
Instructions for Completion of Form: 
A.	One original of this form is required. The form shall be completed in black or blue-black ink in order to permit reproduction. The filing fee for this form is $100 made payable to the Department of State. PLEASE NOTE: A separate check is required for each form submitted.	
 	 	
B.	Under 15 Pa.C.S. § 135(c) (relating to addresses) an actual street or rural route box number must be used as an address, and the Department of State is required to refuse to receive or file any document that sets forth only a post office box address. 	
 	 	
C.	The following, in addition to the filing fee, shall accompany this form:	
 	 	 	
 	(1)	Any necessary copies of form DSCB:17.2 (Consent to Appropriation of Name) or form DSCB:17.3 (Consent to Use of Similar Name).	
 	 	 	
 	(2)	Any necessary governmental approvals. 	
 	 	
D.	For general instructions relating to the formation of limited partnerships see 19 Pa. Code Ch. 73 (relating to limited partnerships).	
 	 	
E.	This form shall be executed by all general partners named herein. Any natural person of full age, general partnership, limited partnership, corporation or business or other trust may form a limited partnership if the organizing entity is designated as a general partner in and executes this form. Under 15 Pa.C.S. § 8513 (relating to certificate of cancellation) the Certificate of Limited Partnership shall be cancelled whenever there are no limited partners, but it is not necessary to name the limited partners in the Certificate of Limited Partnership.	
 	 	
F.	Optional provisions required or authorized by law may be added as Paragraphs 4, 5, and 6...etc. If a partner's interest in the limited partnership is to be evidenced by a certificate of partnership interest, a statement to that effect must be included in this form. See 15 Pa.C.S. § 8511(a)(4).	
 	 	
G..	This form and all accompanying documents shall be mailed to:	
Department of State
Corporation Bureau
P.O. Box 8722
Harrisburg, PA 17105-8722
H.	To receive confirmation of the file date prior to receiving the microfilmed original, send either a self-addressed, stamped postcard with the filing information noted or a self-addressed, stamped envelope with a copy of the filing document.	

 	PENNSYLVANIA DEPARTMENT OF STATE	
 	CORPORATION BUREAU	
	
 	Statement of Change of Registered Office (15 Pa.C.S.)	
 	Entity Number		  Domestic Business Corporation (§ 1507)	 	 	 	
 			  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                  	

 	 	 		
 	 	 	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:	
 	 	Brandywine Metroplex, L.P.	

 	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	
 	 	14 Campus Boulevard, Suite 100,         Newtown Square,              PA             19073           Delaware County	

 	 	(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:	

 	 	401 Plymouth Road, Suite 500,         Plymouth Meeting,         PA              19462         Montgomery County	
 		
 	 	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	

DSCB:15-1507/4144/5507/6144/8506-2 
 	4.	Strike out if a limited partnership:	
 	 	 	
 	 	Such change was authorized by the Board of Directors of the corporation.	

 	 	

 	 	
 	 	
 	IN TESTIMONY WHEREOF, the undersigned has caused this Application for Registration to be signed by a duly authorized officer thereof this	
 	 	
 	            day of        May        , 2002 .	

 	 	
 	Brandywine Metroplex, L.P.	
 		
 	Name of Corporation/Limited Partnership	

 		
 	Signature	
 	 	
 	Secretary of Brandywine Metroplex, LLC, G.P.	
 		
 	Title	

     Department of State
Corporation Bureau
P.O. Box 8722
Harrisburg, PA 17105-8722 
(717) 787-1057 
Web site: www.dos.state.pa.us/corp.htm 
Instructions for Completion of Form: 
A.	Typewritten is preferred. If not, the form shall be completed in black or blue-black ink in order to permit reproduction. The filing fee for this form is $52 made payable to the Department of State.	
 	 	
B.	This form may not be used by a Foreign Limited Partnership which desires to amend its certificate of registration in order to reflect a change in address of registered office, change of name or other arrangements or facts that have changed. Foreign Limited Partnerships must use form DSCB:15-8585.	
 	 	
C.	If Paragraph 3(a) is completed, the actual street address or rural route box number must be used as the address. The Department is required to refuse to receive or file under Paragraph 3(a) a form that fails to set forth an address or sets forth only a post office box address. See 19 Pa. Code § 19.2 (relating to Change of Commercial Registered Office Provider).	
 	 	
D.	In the case of a corporation, if the change in registered office was authorized by a body other than the board of directors, Paragraph 4 should be modified accordingly.	
 	 	
E.	This form and all accompanying documents shall be mailed to the address stated above.	
 	 	
F.	To receive confirmation of the file date prior to receiving the microfilmed original, send either a self-addressed, stamped postcard with the filing information noted or a self-addressed, stamped envelope with a copy of the filing document.	

 	PENNSYLVANIA DEPARTMENT OF STATE	
 	CORPORATION BUREAU	
	
 	Certificate of Amendment-Domestic	
 	(15 Pa.C.S.)	
 	Entity Number
2978888 	 	 	 	 	 	
 			  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                  	

 	 	 	 		
 	 	 	 	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:	
 	 	Brandywine Metroplex, L.P.	

 	2.	The date of filing of the original Certificate of Limited Partnership/Organization:	
 	 	12/20/00	
 	 	 	
 	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	

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	
 	 	
 	            day of        June        , 2002 .	

 	 	

 	 	
 	Brandywine Metroplex, L.P.	
 		
 	Name of Limited Partnership/Limited Liability Company	

 		
 	Signature	
 	 	
 	Secretary of Brandywine Metroplex, LLC, G.P.	
 		
 	Title	

     Department of State 
Corporation Bureau
P.O. Box 8722
Harrisburg, PA 17105-8722
(717) 787-1057
web site: www.dos.state.pa.us/corp.htm 
General Instructions for Completion of Form:	
 	 	
A.	Typewritten is preferred. If not, the form shall be completed in black or blue-black ink in order to permit reproduction. The filing fee for this form is $52 made payable to the Department of State.	
 	 	
B.	The following, in addition to the filing fee, shall accompany this form:	
 	 	 	
 	(1)	If the amendment effects a change of name, two copies of a completed form DSCB:15-134B Docketing Statement-Changes).	
 	 	 	
 	(2)	If the amendment effects a change of name, any necessary copies of form DSCB:17.2.3 (Consent to Appropriation or Use of Similar Name).	
 	 	 	
 	(3)	Any necessary governmental approvals.	
 	 	
C.	This form and all accompanying documents shall be mailed to the above stated address.	
 	 	
D.	To receive confirmation of the file date prior to receiving the microfilmed original, send either a self-addressed, stamped postcard with the filing information noted or a self-addressed, stamped envelope with a copy of the filing document.	
 	
Instruction for Amendment for Domestic Limited Liability Company Only:	
 	 	
E.	A Certificate of Organization may be amended for any other proper purpose, including a restatement of the certificate in its entirety, omitting any matter that is obsolete or no longer required. Form DSCB:15-8906 (Certificate of Change of Registered Office) may be used if the only change in the certificate is a change of registered office.	
 	
Instruction for Amendment for Domestic Limited Partnership Only:	
 	 	
F.	This form shall be executed by any general partner and each other entity designated in the form as a new general partner. If this form is executed by an individual or by multiple parties, the execution portion of the form should be modified accordingly.	
 	 	
G.	This form shall be filed upon the occurrence of any of the following events:	
 	 	 	
 	(1)	A change in the name of the limited partnership.	
 	 	 	
 	(2)	The admission of a new general partner.	
 	 	 	
 	(3)	The withdrawal of a general partner not reflected by the filing of form DSCB:15-8524/8532 (Certificate of Withdrawal by General Partner-Limited Partnership/From Limited Partnership). This form should be used where the withdrawal is accompanied by another change in the Certificate of Limited Partnership, e.g., the addition of a new general partner.	
 	 	
H.	A Certificate of Limited Partnership may be amended for any other proper purpose, including a restatement of the certificate in its entirety, omitting any matter that is obsolete or no longer required. Form DSCB:15-1507/ 4144/5507/6144/8506 (Statement of Change of Registered Office) shall be used if the only change in the certificate is a change of registered office.	

Exhibit 3.38
________________________________________
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE METROPLEX, L.P.
A Pennsylvania Limited Partnership
________________________________________

          THIS AGREEMENT OF LIMITED PARTNERSHIP of Brandywine Metroplex, L.P. is made and entered into as of this 20th day of December, 2000, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Brandywine Metroplex, LLC, a Pennsylvania limited liability company as general partner (“General Partner” and together with the Limited Partner, the “Partners”) for the purpose of forming a Pennsylvania limited partnership (the “Partnership”) in accordance with the provisions hereinafter set forth. 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 Pennsylvania Department 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 Commonwealth of Pennsylvania and any other jurisdiction in which the Partnership may conduct business.	
 	
          1.2.     Name. The name of the Partnership is BRANDYWINE METROPLEX, L.P. or such other name as the Partners from time to time may unanimously select.	
 	
          1.3.     Place of Business. The principal place of business of the Partnership shall be at 14 Campus Blvd., Suite 100, Newtown Square, PA 19073, 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. Simultaneously with the execution of this Agreement, the General Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $10.00, and the Limited Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $990.00.	
 	
          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%), 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.     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.	
 	
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 	
- 2 -

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:	
 	
                    (a)     December 31, 2050;	
 	
                    (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 or substantially 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 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:	
- 3 -

                    (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.	
 	
          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, 15 P.S. §8500 et seq. 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 Pennsylvania Department of State in accordance with the Act.	
 	
                    “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.	
- 4 -

                    “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.	
 	
                    “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.	
- 5 -

          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.     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 METROPLEX, 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 3.39
 	 	STATE OF DELAWARE	
 	 	SECRETARY OF STATE	
 	 	DIVISION OF CORPORATION	
 	 	FILED 09:00 AM 08/13/1996	
 	 	960236472 - 2827980	
 	
CERTIFICATE OF LIMITED PARTNERSHIP	
 	
OF	
 	
BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	
The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, as amended, 6 Delaware Code, Chapter 17, does hereby certify as follows:	
 	 	 	
1.    The name of the Partnership is Brandywine Operating Partnership, L.P.	
 	 	 	
2.    The registered office of the Partnership is 1013 Centre Road, Wilmington, Delaware 19 19805. The name of the Registered Agent at such address is Corporation Service Company, in the County of New Castle.	
 	 	 	
3.    The name and address of the general partner of the Partnership is:	
 	
Brandywine Realty Trust 
Two Greentree Centre 
Suite 100
Marlton, NJ 08053	
 	
By its execution hereof, the general partner affirms under the penalties of perjury that, to the best of its knowledge and belief, the facts stated in this Certificate are true as of the 8th day of August, 1996.	
 	
 	 	BRANDYWINE REALTY TRUST 	
 	 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	 	Name: Gerard H. Sweeney	
 	 	Title: President CEO	

 
CERTIFICATE TO RESTORE TO GOOD STANDING 
A DELAWARE LIMITED PARTNERSHIP 
PURSUANT TO TITLE 6, SEC. 17-1109 
1.	Name of Limited Partnership	
 	Brandywine Operating Partnership, L.P.	
 	 	
2.	Date of original filing with Delaware Secretary of State August 13, 1996	
 	
I, Gerard H. Sweeney, President and Chief Executive Office of Brandywine Realty Trust, General Partner of the above named limited partnership does 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.	

 	BRANDYWINE OPERATING PARTNERSHIP, L.P,	
 	acting by and through its general	
 	partner BRANDYWINE REALTY TRUST	
 	 	
By:	/s/ Gerard H. Sweeney	
 		
 	Gerard H. Sweeney, President and	
 	Chief Executive Officer	

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/21/1997
971241260 - 2627560	 	 	

	 	 	

FILE NO: UNREADABLE TEXT 

STATE OF DELAWARE
CERTIFICATE TO RESTORE TO GOOD 
STANDING A DELAWARE LIMITED PARTNERSHIP
(Pursuant to Title 6, Sec. 17-1109)

1.  	Name of Limited Partnership:	
 	Brandywine Operating Partnership, L. P.	
 	 	
2.  	Date of original filing with Delaware Secretary of State, August 13, 1996	
 	
Gerard H. Sweeney, President and C.E.O.	
 	
I, Gerard H. Sweeney, President and C.E.O. of Brandywine Realty Trust, General Partner or Liquidating Trustee of the above named limited partnership do hereby certify that the limited partnership is paying all annual fees, penalties and interest due to the State of Delaware.	
 	
I do hereby request this limited partnership be restored to Good Standing.	
 
By:   	Brandywine Realty Trust	
 		
 	General Partner
or	
 	Liquidating Trustee	
 
Name:   	/s/ Gerard H. Sweeney	
 		
 	Type or Print	
 	Gerard H. Sweeney, Pres. & CEO	

 	 	 STATE OF DELAWARE
  SECRETARY OF STATE 
DIVISION OF CORPORATIONS 
FILED 02:25 PM 06/30/1999 
991267854 – 2627560  	

 	 		

 
 	 	 STATE OF DELAWARE 
SECRETARY OF STATE 
DIVISION OF CORPORATIONS
FILED 03:00 PM 09/24/1999
991402493 – 2627560	

 	 		
 	 		
STATE OF DELAWARE 
AMENDMENT 
TO THE 
CERTIFICATE OF LIMITED PARTNERSHIP 
OF 
BRANDYWINE OPERATING PARTNERSHIP, L.P. 
The undersigned, desiring to amend the Certificate of Limited Partnership of Brandywine Operating Partnership, L.P. pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows: 
 	 	
FIRST:	The name of the Limited Partnership is Brandywine Operating Partnership, L.P. 	
 	 	
SECOND:	Article 2. of the Certificate of Limited Partnership shall be amended as follows: 	
2.      Registered Office and Registered Agent. The address of the registered office of the Partnership in the State of Delaware is 1201 Market Street, Suite 1600, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is PHS Corporate Services, Inc.
     IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on the 23rd day of September, 1999. 
  
 	Brandywine Realty Trust, General Partner	
 	 	
By:   	/s/ Gerard H. Sweeney	
 		
 	      Name: Gerard H. Sweeney	
 	      Title: President and CEO	

Exhibit 3.40
CONSENT TO USE OF SIMILAR NAME
DSCB: 17.3 (Rev 91) 
Pursuant to 19 Pa. Code § 17.3 (relating to use of a confusingly similar name) the undersigned association, desiring to consent to the use by another association of a name which is confusingly similar to its name, hereby certifies that:
1.	The name of the association executing this Consent to Use of Similar Name is: Brandywine P.M., L.L.C.	

 	 	
2.	The (a) address of this association’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)	16 Campus Blvd., Ste 150, Newtown Square                 PA                                                          19073                                   Delaware	
 	 		
 	 	Number and Street                       City                               State                                                       Zip                                       County	
 	 	 	
 	(b)	c/o:	 	
 	 	 		
 	 	 	Name of Commercial Registered Office Provider                                                                                                                County	
 	 	 	 	
 	For an association represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purposes.	
 	 	
3.	The date of its incorporation or other organization is: November 19, 1997	
 	 	
4.	The statute under which it was incorporated or otherwise organized is: 15 Pa C.S. Section 8913	
 	 	
5.	The association(s) entitled to the benefit of this Consent to Use of Similar Name is (are):	
 	 	
 	Brandywine P.M., L.P.	

 		
 	 	
6.	A check in this box:  indicates that the association executing this Consent to Use of Similar Name is the parent or affiliate of a group of associations using the same name with geographic or other designations, and that such association is authorized to and does hereby act on behalf of all such affiliated associations, including the following (see 19 Pa. Code § 17.3 (c) (UNREADABLE TEXT)):	

 	 	
 		
IN TESTIMONY WHEREOF, the undersigned association has caused this consent to be signed by a duly authorized officer thereof this 19th day of November 1997
 	Brandywine P.M., L.L.C. 	
 		
 	(Name of Association)	
 	 	 	
 	BY:	/s/ Gerard H. Sweeney	
 	 		
 	 	(Signature)	
 	 	 	
 	TITLE:	Gerard H. Sweeney, President	

 
Microfilm Number_________	 	 	Filed with the Department of State on NOV 19 1997	 	
 	 	 	 	 	
Entity Number 2785641	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF LIMITED PARTNERSHIP
DSCB:15-8511 (Rev 91)
In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:
1.	The name of the limited partnership is: Brandywine P.M., L.P.

 		
 	 	
2.	The (a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	 	
 	(a)	16 Campus Blvd., Suite 150, Newtown Square Corporate Campus,                         PA                                    19073                Delaware	
 	 		
 	 	Number and Street                                                City                                                    State                                 Zip                    County	
 	 	 	 	
 	(b)	c/o:	 	
 	 	 		
 	 	 	Name of Commercial Registered Office Provider                                                                                                                     County     	
 	 	
 	For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	
3.	The name and business address of each general partner of the partnership is:	
 	 	
 	               Name                                                                                                                      Address          	
 	 	
 	Brandywine P.M., L.L.C,                                                                                16 Campus Blvd., Suite 150 
                                                                                                                            Newtown Square Corporation Campus, PA 19073

 		

 		

 	 	
4.	(Check, and if appropriate complete, one of the following):	
 	 	
 		The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	
 	 	
 		The formation of the limited partnership shall be effective on:                   at                      	
 	                                                                                                                     Date               Hour	
 	 	
5.	The specified effective date, if any                                                              	
	                                                     month       day       year       hour, if any	

 
IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 17th day of November, 1997.
BY: Brandywine P. M., L.L.C.	 	 	 	 	
/s/ Gerard H. Sweeney	 	 	 	 	
	 	 		 	
(Signature)	 	 	(Signature)	 	
 	 	 	 	 	
Gerard H. Sweeney, President and CEO	 	 	 	 	
	 	 		 	
(Signature)	 	 	(Signature)	 	

 
 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa C.S.)	 	
 	Entity Number
2785641	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 		 	  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
HARRISBURG,   PA          17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
Brandywine P.M., L.P.	

 	2.	The date of filing of the original Certificate of Limited Partnership/Organization:
Nov. 19, 1997	
 	 	 	
 	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	

 
 	 	 	
 	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

4th day of June, 2002

Brandywine P.M., L.P.
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

XXXXXX 
	 	
 	 	 	Signature	 	
 	 	 	Secretary of Brandywine P. M., L.L.C,	 	
 	 	 		 	
 	 	 	Title          General Partner	 	

 
EXHIBIT A

TO CERTIFICATE OF AMENDMENT

BRANDYWINE P.M., L. P. 
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine P.M., L.L.C., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

Exhibit 3.41
________________________________________
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE P.M., L.P.
A Pennsylvania Limited Partnership
________________________________________

          THIS AGREEMENT OF LIMITED PARTNERSHIP of Brandywine P.M., L.P. is made and entered into as of this 19th day of November, 1997, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Brandywine P.M., L.L.C., a Pennsylvania limited liability company as general partner (“General Partner” and together with the Limited Partner, the “Partners”) for the purpose of forming a Pennsylvania limited partnership (the “Partnership”) in accordance with the provisions hereinafter set forth. 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 Pennsylvania Department 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 Commonwealth of Pennsylvania and any other jurisdiction in which the Partnership may conduct business.	
 	
          1.2.     Name. The name of the Partnership is BRANDYWINE P.M., L.P. or such other name as the Partners from time to time may unanimously select.	
 	
          1.3.     Place of Business. The principal place of business of the Partnership shall be at 16 Campus Blvd., Suite 150, Newtown Square, PA 19073, 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.	
 	
- 2 -

          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. Simultaneously with the execution of this Agreement, the General Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $10.00, and the Limited Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $990.00.	
 	
          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%), 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.     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.	
 	
- 3 -

 	
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.	
 	
          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 	
- 4 -

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 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 or substantially 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 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.	
 	
- 5 -

          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.	
 	
          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.	
- 6 -

 	
                    7.1.1.     The following terms, as used herein, shall have the following respective meanings:	
 	
                    “Act” means the Pennsylvania Revised Uniform Limited Partnership Act, 15 P.S. §8500 et. seq. 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 Pennsylvania Department 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.	
 	
                    “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).	
 	
- 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 -

          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.     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)	
 	
- 9 -

          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 P.M., L.L.C.	
 	 	 	
 	/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	
- 10 -

Exhibit 3.42
Microfilm Number_________	 	 	Filed with the Department of State on FEB 16 2001	 	
 	 	 	 	 	
Entity Number “UNREADABLE TEXT”	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF LIMITED PARTNERSHIP
DSCB:15-8511 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:
1.	The name of the limited partnership is: Brandywine TB Florig, L. P.

 		
 	 	
2.	The (a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	 	
 	(a)	14 Campus Boulevard, Suite 100     Newtown Square     PA     19073     Delaware	
 	 		
 	 	Number and Street                                        City                State     Zip        County	
 	 	 	 	
 	(b)	c/o:	 	
 	 	 		
 	 	 	Name of Commercial Registered Office Provider                               County     	
 	 	
 	For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	
3.	The name and business address of each general partner of the partnership is:	
 	 	
 	               Name                                                                        Address          	
 	 	
 	Brandywine TB Florig, L.L.C.     14 Campus Boulevard, Suite 100, Newtown Square PA 19073

 	 

 	 	

 		
 	 	
4.	(Check, and if appropriate complete, one of the following):	
 	 	
 		The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	
 	 	
 		The formation of the limited partnership shall be effective on: ____________ at ________________	
 	                                                                                                                 Date                         Hour	
 	The specified effective daye, if any, is:                n/a                                                                                                              	
 	                                                                                 month              day             year              hour, if any	

IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 16th day of February, 2001.
Brandywine TB Florig, L.L.C.	 	 	 	 	
 	 	 	 	 	
By:	/s/ Gerard H. Sweeney	 	 	XXXXXXXXXX	 	
  		 	 		 	
 	(Signature)	 	 	(Signature)	 	
 	 	 	 	 	
 	Gerard H. Sweeney Sr. President & CEO	 	 	 	 	
 	 	 	 	 	 	
 	 	 	 	XXXXXXXXXX	 	
  		 	 		 	
 	(Signature)	 	 	(Signature)	 	

 
 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa.C.S.)	 	
 	Entity Number
“UNREADABLE TEXT”	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 		 	  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
HARRISBURG,   PA          17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
Brandywine TB Florig, L.P.	

 	2.	The date of filing of the original Certificate of limited Partnership/Organization:
Feb. 16, 2001	
 	 	 	
 	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	

 
 	 	 	
 	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

4th day of June, 2002.

Brandywine TB Florig, L.P.
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

XXXXXX
	 	
 	 	 	Signature	 	
 	 	 	Secretary of Brandywine TB Florig, LLC	 	
 	 	 		 	
 	 	 	Title	 	
 	 	 	General Partner  	 	

EXHIBIT A

TO CERTIFICATE OF AMENDMENT

BRANDYWINE TB FLORIG, L.P.
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine TB Florig, L.L.C., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

Exhibit 3.43
________________________________________
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE TB FLORIG, L.P.
A Pennsylvania Limited Partnership
________________________________________

          THIS AGREEMENT OF LIMITED PARTNERSHIP of Brandywine TB FLORIG, L.P. is made and entered into as of this 21st day of February, 2001, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Brandywine TB Florig, LLC, a Pennsylvania limited liability company as general partner (“General Partner” and together with the Limited Partner, the “Partners”) for the purpose of forming a Pennsylvania limited partnership (the “Partnership”) in accordance with the provisions hereinafter set forth. 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 Pennsylvania Department 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 Commonwealth of Pennsylvania and any other jurisdiction in which the Partnership may conduct business.	
 	
          1.2.     Name. The name of the Partnership is BRANDYWINE TB FLORIG, L.P. or such other name as the Partners from time to time may unanimously select.	
 	
          1.3.     Place of Business. The principal place of business of the Partnership shall be at 14 Campus Blvd., Suite 100, Newtown Square, PA 19073, 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. Simultaneously with the execution of this Agreement, the General Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $10.00, and the Limited Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $990.00.	
 	
          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 	
- 2 -

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%), 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.     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.	
 	
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 	
- 3 -

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:	
 	
                    (a)     December 31, 2050;	
 	
                    (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 or substantially 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 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:	
- 4 -

                    (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.	
 	
          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, 15 P.S. §8500 et. seq. 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 Pennsylvania Department of State in accordance with the Act.	
 	
                    “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.	
- 5 -

                    “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.	
 	
                    “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.	
- 6 -

          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.     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)
- 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 TB FLORIG, L.L.C.	
 	 	 	
 	/s/ Gerard H. Sweeney	
 			
 	President and Chief Executive Officer	

 	 	 	
 	Limited Partner:	
 	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	 	 	
 	By: BRANDYWINE REALTY TRUST,	
 	Its General Partner	
 	 	 	
 	/s/ Gerard H. Sweeney	
 			
 	President and Chief Executive Officer	
- 8 -

Exhibit 3.44

Microfilm Number_________	 	 	Filed with the Department of State on 10-8-99	 	
 	 	 	 	 	
Entity Number 2901980	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF LIMITED PARTNERSHIP
DSCB:15-8511 (Rev 91)
In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:
1.	The name of the limited partnership is: Brandywine TB Inn. L.P.

 		
 	 	
2.	The (a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	 	 	 	 	 	
 	(a)	 14 Campus Boulevard, Suite 100	Newtown Square	PA	19073	Delaware	
 	 		
 	 	Number and Street	City	State	Zip	County	

 	(b)	c/o:	 	
 	 	 		
 	 	 	Name of Commercial Registered Office Provider      	County	
 	 	
 	For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	
3.	The name and business address of each general partner of the partnership is:	
 	 	
 	               Name                                                                                                                                   Address          	
 	 	
 	Brandywine TB Inn, L.L.C.                                                                                          14 Campus Boulevard, Suite 100

 	                                                                                                                                         Newtown Square, PA 19073

 	 	

 		
 	 	
4.	(Check, and if appropriate complete, one of the following):	
 	 	
 	 	The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	
 	 	
 		The formation of the limited partnership shall be effective on:                     at                    	
 	                                                                                                                Date                Hour	
 	 	
5.	The specified effective date if any is:              N/A                                                         	
 	                                                                     month          day          year        hour, if any	

IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 8th day of October 1999.
By:	/s/ Brad A. Molotsky	 	 	XXXXXX	 	
 		 	 		 	
 	(Signature)	 	 	(Signature)	 	
 	 	 	 	 	 	
 	Brad A. Molotsky, Secretary	 	 	XXXXXX	 	
 		 	 		 	
 	(Signature)	 	 	(Signature)	 	

 	 	 	
 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa. C.S.)	 	
 	Entity Number
2901980	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 	 	 	 	  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
HARRISBURG,   PA  17108-1181	 	 	 	
 		 	 	 	
 	City	State	Zip	Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
Brandywine TB Inn, L.P.	

 	2.	The date of filing of the original Certificate of Limited Partnership/Organization:
Oct. 8, 1999	
 	 	 	
 	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	

 
 	 	 	
 	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

4th day of June, 2002.

Brandywine TB Inn, L.P.
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

XXXXXX
	 	
 	 	 	Signature	 	
 	 	 	Secretary of Brandywine TB Inn LLC,	 	
 	 	 		 	
 	 	 	Title	 	
 	 	 	General Partner	 	

EXHIBIT A

TO CERTIFICATE OF AMENDMENT

BRANDYWINE TB INN, L.P.
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine TB Inn, L.L.C., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

Exhibit 3.45
________________________________________
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE TB INN, L.P.
A Pennsylvania Limited Partnership
________________________________________

          THIS AGREEMENT OF LIMITED PARTNERSHIP of Brandywine TB Inn, L.P. is made and entered into as of this ___ day of October, 1999, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Brandywine TB Inn, L.L.C., a Pennsylvania limited liability company as general partner (“General Partner” and together with the Limited Partner, the “Partners”) for the purpose of forming a Pennsylvania limited partnership (the “Partnership”) in accordance with the provisions hereinafter set forth. 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 Pennsylvania Department 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 Commonwealth of Pennsylvania and any other jurisdiction in which the Partnership may conduct business.	
 	
          1.2.     Name. The name of the Partnership is BRANDYWINE TB Inn, L.P. or such other name as the Partners from time to time may unanimously select.	
 	
          1.3.     Place of Business. The principal place of business of the Partnership shall be at 14 Campus Blvd., Suite 100, Newtown Square, PA 19073, 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.	
- 2 -

          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. Simultaneously with the execution of this Agreement, the General Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $10.00, and the Limited Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $990.00.	
 	
          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%), 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.     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.	
- 3 -

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.	
 	
          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.	
- 4 -

          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 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 or substantially 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 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.	
- 5 -

          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.	
 	
          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.	
- 6 -

                    7.1.1.     The following terms, as used herein, shall have the following respective meanings:	
 	
                    “Act” means the Pennsylvania Revised Uniform Limited Partnership Act, 15 P.S. §8500 et. seq. 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 Pennsylvania Department 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.	
 	
                    “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).	
- 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 -

          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.     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)
- 9 -

          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 TB Inn, L.L.C.	
 	 	 	
 	/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	
- 10 -

Exhibit 3.46
CONSENT TO USE OF SIMILAR NAME
DSCB: 17.3 (Rev 91) 
Pursuant to 19 Pa. Code § 17.3 (relating to use of a confusingly similar name) the undersigned association, desiring to consent to the use by another association of a name which is confusingly similar to its name, hereby certifies that: 
1.	The name of the association executing this Consent to Use of Similar Name is: Brandywine TB I, L.L.C.	

2.	The (a) address of this association’s current registered office in this Commonwealth or (b) name of its commerical 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)	16 Campus Blvd.,	Newtown	PA	19073	Delaware	
 	 		
 	 	Number and Street	City	State	Zip	County	
 	 	c/o: 	 	 	 	 	
 	 	 	
 	(b)		
 	Name of Commercial Registered Office Provider	County	
 	 	
 	For an association represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purpose. 	
 	 	
3.	The date of its incorporation or other organization is: October 31, 1997	
 	 	
4.	The statute under which it was incorporated or otherwise organized is: 15 Pa C.S. Section 8511	
 	 	
5.	The association(s) entitled to the benefit of this Consent to Use of Similar Name is (are): 	

 	Brandywine TB I, L.P.	

 		
 	 	
6.	A check in this box  indicates that the association executing this Consent to Use of Similar Name is the parent or affiliate of a group of associations using the same name with geographic or other designations, and that such association is authorized to and does hereby act on behalf of all such affiliated associations, including the following (see 19 Pa. Code § 17.3(c)(6)): 

 		

 	 	
 	IN TESTIMONY WHEREOF, the undersigned association has caused this consent to be signed by a duly authorized officer thereof this 31st day of October 1997.	
 	 	
 	Brandywine TB I, L.L.C. 	
 		
 	(Name of Association)	
 	 	 	
 	BY:	/s/ Gerard H. Sweeney	
 	 		
 	(Signature)	
 	 	 	
 	TITLE:	Gerard H. Sweeney, President	

 	 	 	 	 	
Microfilm Number                         	 	 	Filed with the Department of State on OCT 31, 1997	 	
 	 	 	 	 	
Entity Number 2782869	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF LIMITED PARTNERSHIP
DSCB: 15.8511 (Rev 91)
In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:
1.	The name of the limited partnership is: Brandywine TB I, L.P.

 		
 	 	
2.	The (a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	 	
 	(a)	 	16 Campus Blvd.,	Newtown	PA	19073	Delaware	
 	 		
 	 	Number and Street	City	State	Zip	County	
 	 	c/o:	 	 	 	 	 	
 	(b)		
 	 	 	Name of Commercial Registered Office Provider	 	 	County	
 	 	 	 	 	 	 	
 	For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	
3.	The name and business address of each general partner of the partnership is:	
 	 	
 	               Name                                        Address          	
 	 	
 	Brandywine TB I, L.L.C.                    16 Campus Blvd., 

 	                                                              Newtown, PA 19073 	

 		

 	 	
4.	(Check, and if appropriate complete, one of the following):	
 	 	
 		The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	
 	 	
 		The formation of the limited partnership shall be effective on                        at              	
 	                                                                                                                          Date             Hour	
 	 	
5.	The specified effective date, if any, is:                                N/A                                            	
 	                                                    month        day         year          hour, if any	

IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 31st day of October, 1997.
By:	Brandywine TB I, L.P.	 	 	 	 	
 	 	 	 	 	 	
By:	/s/ Gerard H. Sweeney	 	 	 	 	
 		 	 		 	
 	(Signature)	 	 	(Signature)	 	
 	 	 	 	 	 	
 	Gerard H. Sweeney, President and CEO	 	 	 	 	
 		 	 		 	
 	(Signature)	 	 	(Signature)	 	

 
 	 	 	 	 	
Microfilm Number                         	 	 	Filed with the Department of State on UNREADABLE TEXT	 	
 	 	 	 	 	
Entity Number 2782869	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
STATEMENT OF CORRECTION
DSCB: 15.138 (Rev 91)
In compliance with the requirements of 15 Pa.C.S. § 138 (relating to statement of correction, the undersigned, associate or other person, desiring to correct an inaccurate record of corporate or other action or correct defective or erroneous execution of a document, hereby states that:
1.     	 The name of the association or other person is: Brandywine TB I, L.P.	

 	 	
2.     	The (a) address of this association’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)	 16 Campus Blvd., Suite 150,       Newtown Square Corporate Campus,         PA        19073        Delaware	
 	 		
 	 	 Number and Street                                               City                                        State         Zip         County	
 	 	 	 	
 	(b)	c/o	 	
 	 	 		
 	 	 	Name of Commercial Registered Office Provider	
 	 	 	 	
 	For an association represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purposes.	
 	 	 	 	
3.     	The statute by or under which it was incorporated or the preceding filing was made, in the case of a filing that does not constitute a part of the articles of incorporation of a corporation, is: 15 PA C.S. Sec. 8511	
 	 	 	 	
4.	The inaccuracy or defect, which appears in Department of State form DSCB: 15 - 8511 (Rev 91) filed on Oct. 31, 1997 and recorded in Roll and Film Number 9780-261 et seq. is: The name of the general partner who executed the Certificate was incorrectly typed as “Brandywine TB I, L.P.”	
 	 	 	 	
5.	(Check one of the following):	
 	 	 	 	
 		The portion of the document requiring correction in corrected form is set forth in Exhibit A attached hereto and made a part hereof.	
 	 	 	 	
 		The original document to which this statement relates shall be deemed reexecuted.	
 	 	 	 	
 		The original document to which this statement relates shall be deemed stricken from the records of the Department.	
 	 	 	 	
 	  IN TESTIMONY WHEREOF, the undersigned association or other person has caused this statement to be signed by a duly authorized officer thereof or otherwise in its name this 14th day of December, 1997.	

 	 	Brandywine TB I, L.L.C.	
 	 	 	
 	BY:	/s/ Gerard H. Sweeney	
 	 		
 	 	(Name)	
 	 	 	
 	 	Gerard H. Sweeney
President and CEO	
 	BY:		
 	 	(Signature)	
 	 	 	
 	TITLE:		

STATEMENT OF CORRECTION
OF
CERTIFICATE OF LIMITED PARTNERSHIP OF
BRANDYWINE TB I, L.P.
EXHIBIT A
The signature line of the Certificate of Limited Partnership should correctly read as follows:
IN WITNESS WHEREOF, the undersigned general partner of the limited partnership has executed this Certificate of Limited Partnership this 31st day of October, 1997.
BY:      Brandywine TB I, L.L.C.
BY:     /s/ Gerard H. Sweeney
           _______________________________ 
           Gerard H. Sweeney, President and CEO

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	

Certificate of Amendment-Domestic
(15 Pa.C.S)	 	
 	Entity Number
  2792869  	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 	 	 	 	  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
HARRISBURG,   PA          17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	

Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
Brandywine T B I, L.P.	

 	2.	The date of filing of the original Certificate of limited Partnership/Organization:
Oct. 31, 1997	
 	 	 	
 	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	

 
 	 	 	
 	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

4th day of June, 2002

Brandywine TB I, L.P.
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

XXXXXX
	 	
 	 	 	Signature	 	
 	 	 	Secretary of Brandywine TB I, LLC,	 	
 	 	 		 	
 	 	 	Title	 	
 	 	 	General Partner	 	

 
EXHIBIT A

TO CERTIFICATE OF AMENDMENT

BRANDYWINE TBI, L.P.
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine TB I, L.L.C., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

Exhibit 3.47
________________________________________
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE TB I, L.P.
A Pennsylvania Limited Partnership
________________________________________

          THIS AGREEMENT OF LIMITED PARTNERSHIP of Brandywine TB I, L.P. is made and entered into as of this 31st day of October, 1997, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Brandywine TB I, L.L.C., a Pennsylvania limited liability company as general partner (“General Partner” and together with the Limited Partner, the “Partners”) for the purpose of forming a Pennsylvania limited partnership (the “Partnership”) in accordance with the provisions hereinafter set forth. 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 Pennsylvania Department 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 Commonwealth of Pennsylvania and any other jurisdiction in which the Partnership may conduct business.	
 	
          1.2.     Name. The name of the Partnership is BRANDYWINE TB I, L.P. or such other name as the Partners from time to time may unanimously select.	
 	
          1.3.     Place of Business. The principal place of business of the Partnership shall be at 16 Campus Blvd., Newtown, PA 19073, 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. Simultaneously with the execution of this Agreement, the General Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $10.00, and the Limited Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $990.00.	
 	
          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 	
- 2 -

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%), 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.     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.	
 	
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 	
- 3 -

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:	
 	
                    (a)     December 31, 2050;	
 	
                    (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 or substantially 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 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:	
- 4 -

 	
                    (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.	
 	
          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, 15 P.S. §8500 et. seq. 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 Pennsylvania Department of State in accordance with the Act.	
 	
                    “Code” means the Internal Revenue Code of 1986, as amended or any successor statute thereto.	
- 5 -

 	
                    “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.	
 	
                    “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.	
- 6 -

 	
          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.     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)
- 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 TB I, L.L.C.	
 	 	
 	/s/ Gerard H. Sweeney	
 			
 	President and Chief Executive Officer	

 	Limited Partner:	
 	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	 	 	
 	By:  BRANDYWINE REALTY TRUST,	
 	Its General Partner	
 	 	
 	/s/ Gerard H. Sweeney	
 			
 	President and Chief Executive Officer	
- 8 -

Exhibit 3.48
CONSENT TO USE OF SIMILAR NAME
DSCB:17.3 (Rev 91)
Pursuant to 19 Pa. Code § 17.3 (relating to use of a confusingly similar name) the undersigned association, desiring to consent to the use by another association of a name which is confusingly similar to its name, hereby certifies that:
1.	The name of the association executing this Consent to Use of Similar Name is: Brandywine TB II, L.L.C.

 		
 	 	
2.	The (a) address of this association’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)	16 Campus Blvd.	Newtown	PA	 19073	Delaware	
 	 							
 	 	Number and Street	City	State	Zip	County	
 	 	 	 	 	 	 	 	
 	(b)	c/o:	 	 	 	 	 	
 	 	 						
 	 	 	Name of Commercial Registered Office Provider	 	 	 	County	

 	For an association represented by commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purposes.	
 	 	
3.	The date of its incorporation or other organization is: October 31, 1997	
 	 	
4.	The statute under which it was incorporated or otherwise organized is: 15 Pa.C.S. Section 8511	
 	 	
5.	The association(s) entitled to the benefit of this Consent to Use of Similar Name is (are):	
 	 	
 	Brandywine TB II, L.P.	

 		
 	 	
6.	A check in this box  indicates that the association executing this Consent to Use of Similar Name is the Person or Prime affiliate of a group of association using the same name with geographic or other designations, and that such associations is authorized to and does hereby act on behalf of all such affiliated associations, including the following (sec 19 Pa. Code § 17.3 (c) (6)):	

 	 	

 	IN TESTIMONY WHEREOF, the undersigned association has caused this consent to be signed by a duly authorized officer thereof this 31st day of October 1997.	
 	 	
 	Brandywine TB II, L.L.C.	
 			
 	 	(Name of Association)	
 	 	 	
 	BY:	/s/ Gerard H. Sweeney	
 	 		
UNREADABLE TEXT	 	(Signature)	
 	 	 	
 	TITLE:	Gerard H. Sweeney, President	

 
Microfilm Number_________	 	 	Filed with the Department of State on OCT 31 1997	 	
 	 	 	 	 	
Entity Number 2782866	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF LIMITED PARTNERSHIP
DSCB:15-8511 (Rev 91)
In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:
1.	The name of the limited partnership is: Brandywine TB II, L.P.

 		
 	 	
2.	The (a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	 	 	 	 	 	 	
 	(a)	16 Campus Blvd.	Newtown	PA	 19073	Delaware	
 	 							
 	 	Number and Street	City	 State	Zip	 County	
 	 	 	 	 	 	 	 	
 	(b)	c/o:	 	 	 	 	 	
 	 	 						
 	 	 	Name of Commercial Registered Office Provider	 	 	 	County	
 	 	 	 	 	 	 	 	
 	For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	
3.	The name and business address of each general partner of the partnership is:	
 	 	
 	               Name                                                            Address          	
 	 	
 	Brandywine TB II, L.L.C.                                  16 Campus Blvd.

 	                                                                              Newtown, PA 19073

 	 	

 		
 	 	
4.	(Check, and if appropriate complete, one of the following):	
 	 	
 		The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	
 	 	
 		The formation of the limited partnership shall be effective on:                                   at                                 	
 	                                                                                                                                 Date                                Hour	
 	 	
5.	The specified effective date, if any, is:                                          N/A                                             	
 	                                                                        month               day              year           hour, if any	

IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 31st day of October, 1997.
By:	Brandywine TB II, L.P.	 	 	
 	 	 	 	
By:	/s/ Gerard H. Sweeney	 	XXXXXX	
 		 		
 	(Signature)	 	(Signature)	
 	 	 	 	
 	Gerard H. Sweeney, President and CEO	 	 	
 	 	 	 	
 	 	 	XXXXXX	
 		 		
 	(Signature)	 	(Signature)	

 
Microfilm Number                     	 	 	Filed with the Department of State on DEC 15 1997	 	
 	 	 	 	 	
Entity Number 2782866	 	 	XXXXXX	 	
 	 		 	
 	 	 	Secretary of the Commonwealth	 	
STATEMENT OF CORRECTION
DSCB:15-138 (Rev 91)
In compliance with the requirements of 15 Pa.C.S. § 138 (relating to statement of correction) the undersigned associate or other person, desiring to correct an inaccurate record of corporate or other action or correct defective or erroneous executing of a document, hereby states that:
1.	The name of the association or other person is: Brandywine TB II, L.P.	
 	 	
2.	The (a) address of this association’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)	16 Campus Blvd., Suite 150, Newtown Square, Corporate Campus	 	 PA	19073	Delaware	
 	 							
 	 	Number and Street 	City	State	Zip	County	
 	 	 	 	 	 	 	 	
 	(b)	c/o:	 	 	 	 	 	
 	 	 						
 	 	 	Name of Commercial Registered Office Provider	 	 	 	County	

 	For an association represented by commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purposes.	
 	 	
3.	The statute by or under which it was incorporated or the proceeding filing was made in the case of a filing that does not constitute a part of the article of incorporation of a corporation, is: 15 PA C.S. Sec. 8511	
 	 	
4.	The inaccuracy or defect, which appears in Department of State form DSCB, 15-8511 (Rev 91) filed on Oct. 31, 1997 and recorded in Roll and Film Number 9780-264 of et seq. is: The name of the general partner who executed the Certificate was incorrectly typed as “Brandywine TB II, L.P” 	
 	 	
5.	(Check one of the following):	
 	 	 	
 		The portion of the document requiring correction in corrected form is set forth in Exhibit A attached hereto and made a part hereof.	
 		The original document to which this statement relates shall be deemed reexecuted.	
 		The original document to which this statement relates shall be deemed stricken from the records of the Department.	
IN TESTIMONY WHEREOF, the undersigned association or other person has caused this statement to be signed by a duly authorized officer thereof or otherwise in its name this 14th day of December, 1997.
 		Brandywine TB II, L.L.C	
 		  	
 		/s/ Gerard H. Sweeney	
 	BY:		
 		(Name)	
 		 	
 	BY:	Gerard H. Sweeney, President and CEO	
 			
 		(Signature)	
 		 	
 	TITLE:	       	

STATEMENT OF CORRECTION
OF
CERTIFICATE OF LIMITED PARTNERSHIP OF

BRANDYWINE TB II, L.P.
EXHIBIT A
The signature line of the Certificate of Limited Partnership should correctly read as follows:
IN WITNESS WHEREOF, the undersigned general partner of the limited partnership has executed this Certificate of Limited Partnership this 31st day of October, 1997.
BY:	Brandywine TB II, L.L.C.	 	
 	 	 	
BY:	/s/Gerard H. Sweeney 	 	
 		 	
 	Gerard H. Sweeney, President and CEO	 	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa.C.S.)	 	
 	Entity Number
2782866	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 		 	  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
HARRISBURG,   PA          17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on JUN 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
Brandywine TB II, L.P.	

 	 	 	
 	 	 	
 	2.	The date of filing of the original Certificate of Limited Partnership/Organization:
Oct. 31, 1997	

 	 	 	
 	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	

 
 	 	 	
 	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

4th day of June, 2002.

Brandywine TB II, L.P.
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

XXXXXX
	 	
 	 	 	Signature	 	
 	 	 	Secretary of Brandywine TB II, L.L.C.	 	
 	 	 		 	
 	 	 	Title	 	
 	 	 	General Partner	 	

EXHIBIT A

TO CERTIFICATE OF AMENDMENT

BRANDYWINE TB II, L.P..
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine TB II, L.L.C. 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

Exhibit 3.49
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE TB II, L.P.
A Pennsylvania Limited Partnership

          THIS AGREEMENT OF LIMITED PARTNERSHIP of BRANDYWINE TB II, L.P. is made and entered into as of this ____ day of ______, 1997, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Brandywine TB II, L.L.C., a Pennsylvania limited liability company as general partner (“General Partner” and together with the Limited Partner, the “Partners”) for the purpose of forming a Pennsylvania limited partnership (the “Partnership”) in accordance with the provisions hereinafter set forth. 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 Pennsylvania Department 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 Commonwealth of Pennsylvania and any other jurisdiction in which the Partnership may conduct business.	
 	
          1.2.     Name. The name of the Partnership is BRANDYWINE TB II, L.P. or such other name as the Partners from time to time may unanimously select.	
 	
          1.3.     Place of Business. The principal place of business of the Partnership shall be at 16 Campus Blvd., Newtown, PA 19073, 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. Simultaneously with the execution of this Agreement, the General Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $10.00, and the Limited Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $990.00.	
 	
- 2 -

          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%), 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.     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.	
 	
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.	
 	
- 3 -

          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:	
 	
                    (a)     December 31, 2050;	
 	
                    (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 or substantially 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 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	
- 4 -

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.	
 	
          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, 15 P.S. §8500 et. seq. as amended from time to time.	
 	
- 5 -

                    “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 Pennsylvania Department 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.	
 	
                    “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.	
 	
- 6 -

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.	
 	
          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.	
 	
- 7 -

          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)
- 8 -

          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 TB II, L.L.C.	
 	 	 	
 	/s/ Gerard H. Sweeney	
 		
 	President and Chief Executive Officer	

 	 	 	
 	Limited Partner:	
 	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	

 	By:	BRANDYWINE REALTY TRUST,	
 	 	Its General Partner	
 	 	 	
 	/s/ Gerard H. Sweeney	
 		
 	President and Chief Executive Officer	
- 9 -

Exhibit 3.50
CONSENT TO USE OF SIMILAR NAME
DSCB: 17-3 (Rev 91) 
Pursuant to 19 Pa. Code § 17.3 (relating to use of a confusingly similar name) the undersigned association, desiring to consent to the use by another association of a name which is confusingly similar to its name, hereby certifies that: 
1.	The name of the association executing this Consent to Use of Similar Name is: Brandywine TB III, L.L.C.	

 	 	
2.	The (a) address of this association’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)	16 Campus Blvd., 	Newtown	PA	19073	Delaware	
 	 		
 	 	Number and Street	City	State	Zip	County	
 	 	 	 	 	 	 	
 	(b)	c/o: 	
 		
 	Name of Commercial Registered Office Provider	County	
 	 	
 	For an association represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purposes. 	
 	 	
3.	The date of its incorporation or other organisation is: October 31, 1997	
 	 	
4.	The statute under which it was incorporated or otherwise organized is: 15 Pa C.S. Section 8913	
 	 	
5.	The association(s) entitled to the benefit of this Consent to Use of Similar Name is (are): 	
 	Brandywine TB III, L.P.	

 		
 	 	
6.	A check in this box  indicates that the association executing this Consent to Use of Similar Name is the parent or prime affiliate of a group of associations using the same name with geographic or other designations, and that such association is authorized to and does hereby act on behalf of all such affiliated associations, including the following (see 19 Pa. Code § 17.3(c)(8)):	

 	 	

 	IN TESTIMONY WHEREOF, the undersigned association has caused this consent to be signed by a duly authorized officer thereof this 31st day of October 1997	
 	 	
 	Brandywine TB III, L.L.C. 	
 		
 	 	(Name of Association)	
 	 	 	
 	BY:	/s/ Gerard H. Sweeney	
 	 		
 	 	(Signature)	
 	 	 	
 	TITLE:	Gerard H. Sweeney, President	

 	 	 	 	 	
Microfilm Number                     	 	 	Filed with the Department of State on OCT 31 1997	 	
 	 	 	 	 	
Entity Number 2782864	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF LIMITED PARTNERSHIP
DSCB:15-8511 (Rev 91)
In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:
1.	The name of the limited partnership is: Brandywine TB III, L.P.

 		
 	 	
2.	The (a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	 	
 	(a)	16 Campus Blvd., 	Newtown	PA	19073	Delaware	
 	 		
 	 	Number and Street	City	State	Zip	County	
 	 	 	 	 	 	 	
 	(b)	c/o: 	
 		
 	Name of Commercial Registered Office Provider	County	
 	 	
 	For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	
3.	The name and business address of each general partner of the partnership is:	
 	 	
 	               Name                                                                                Address          	
 	 	
 	Brandywine TB III, L.L.C.                                           16 Campus Blvd., Newtown, PA 19073 

 	 	

 		

 	 	
4.	(Check, and if appropriate complete, one of the following):	
 	 	
 		The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	
 	 	
 		The formation of the limited partnership shall be effective on:                        at              	
 	                                                                                                                  Date               Hour	
 	 	
5.	The specified effective date, if any, is:                              N/A                                   	
 	                                                    month      day        year         hour, if any	

DSCB: 15-8511 (Rev 91) - 2
IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 31st day of October 1997.
BY:	/s/ Gerard H. Sweeney	 	 	 	 	
 		 	 		 	
 	(Signature)	 	 	(Signature)	 	
 	Gerard H. Sweeney, President and CEO	 	 	 	 	

 	(Signature)	 	 	(Signature)	 	

  
 	 	 	 	 	
Microfilm Number                     	 	 	Filed with the Department of State on DEC 15 1997	 	
 	 	 	 	 	
Entity Number 2782864	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
STATEMENT OF CORRECTION
DSCB: 15-138 (Rev 91) 
In compliance with the requirements of 15 Pa. C.S. § 138 (relating to statement of correction) the undersigned association or other person, desiring to correct an inaccurate record of corporate or other action or correct defective or erroneous execution of a document, hereby states that:
1.	The name of the association or other person is: Brandywine TB III, L.P.	

 	 	
2.	The (a) address of this association’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)	16 Campus Blvd., Suite 150,	Newtown Square Corporate Campus,	PA	19073	Delaware	
 	 		
 	 	Number and Street	City	State	Zip	County	
 	 	 	 	 	 	 	
 	(b)	c/o: 	
 		
 	Name of Commercial Registered Office Provider	County	
 	 	
 	For an association represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purposes. 	
 	 	
3.	The statute by or under which it was incorporated or the preceding filing was made, in the case of a filing that does not constitute a part of the articles of incorporation of a corporation, is: 15 PA C.S. Sec. 8511	
 	 	
4.	The inaccuracy or defect which appears in Department of State form DSCB: 15-8511 (Rev 91) filed on Oct. 31, 1997 and recorded in Roll and Film Number 9787 - 1162 et seq. is: The name of the general partner who executed the Certificate was incorrectly typed as “Brandywine TB III, L.P.”	
 	 	
5.	(Check one of the following):	
 	 	 	
 		The portion of the document requiring correction in corrected form is set forth in Exhibit A attached hereto and made a part hereof.	
 		The original document to which this statement relates shall be deemed reexecuted.	
 		The original document to which this statement relates shall be deemed stricken from the records of the Department.	
 	 	
          IN TESTIMONY WHEREOF, the undersigned association or other person has caused this statement to be signed by a duly authorized officer thereof or otherwise in its name this 14th day of December 1997	

 	Brandywine TB III, L.L.C. 	
 	 	 	
 	BY:	/s/ Gerard H. Sweeney	
 	 		
 	 	(Name)	
 	 	Gerard H. Sweeney, 
President and CEO 	
 	 	 	
 	BY:	 	
 	 		
 	 	(Signature)	
 	 	 	
 	TITLE:	 	

 
STATEMENT OF CORRECTION
OF
CERTIFICATE OF LIMITED PARTNERSHIP OF

BRANDYWINE TB III, L.P.

EXHIBIT A
The signature line of the Certificate of Limited Partnership should correctly read as follows:
IN WITNESS WHEREOF, the undersigned general partner of the limited partnership has executed this Certificate of Limited Partnership this 31st day of October, 1997.
BY:	Brandywine TB III, L.L.C.	 	
 	 	 	
BY:	/s/ Gerard H. Sweeney	 	
 		 	
 	Gerard H. Sweeney, President and CEO	 	

 
Microfilm Number                     	 	 	Filed with the Department of State on NOV 10 1999	 	
 	 	 	 	 	
Entity Number 2782864	 	 	XXXXXX	 	
 	 		 	
 	 	 	Secretary of the Commonwealth	 	
 
CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB: 15-8512 (Rev 90)	
In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that:
1.	The name of the limited partnership is: Brandywine TB III, L.P.	

 	 	
2.	The date of filing of the original Certificate of Limited Partnership is: 10-31-97	
 	 	
3.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment adopted by the limited partnership, set forth in full, is as follows:	
 	 	 	
 	 	The name of the limited partnership is amended to: Brandywine TB V, L.P.	
 	 		
 	 	The name of the general partner was changed from Brandywine TB III, L.L.C.	
 	 		
 	 	to Brandywine TBV, L.L.C.	

 	 		
 	 	 	
 		The amendment adopted by the limited partnership 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	
 	 	
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
 	 	 	
 		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 10th day of November, 1999.
 	 	 	 	 	
 		 	 	Brandywine TB V, L.L.C., general partner	
 	 	 	 		
 	 	 	 	(Name of Partnership)	
 	 	 	 	 	
 	 	BY: 	/s/ Brad A. Molotsky	
 	 	 	 		
 	 	 	(Signature)	
 	 	 	 	
 	 	TITLE:	Brad A. Molotsky, Secretary	

  
 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa. C S)	 	
 	Entity Number
2782864	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 		 	  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 1187	 	 	 	
 		 	 	 	
 	 	City                        State             Zip Code                    	 	 	 	
 	 	HARRISBURG,    PA                17108-1181	 	 	 	

Fee: $52	 	 	Filed in the Department of State on JUN 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
BrandywineTB V., L.P.	

 	2.	The date of filing of the original Certificate of Limited Partnership/ Organization:
Oct. 31, 1997	
 	 	 	
 	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	

 
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

4th day of June, 2002.

Brandywine TB V, L.P.
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

/s/ Brad A. Molotsky
	 	
 	 	 	Signature	 	

 	 	 	Secretary of Brandywine TB V, LLC.
	 	
 	 	 	         Title   General Partner	 	

 
EXHIBIT A

TO CERTIFICATE OF AMENDMENT

BRANDYWINE TB V, L.P.
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine TB V, L.L.C. 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

Exhibit 3.51
________________________________________
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE TB III, L.P.
A Pennsylvania Limited Partnership
________________________________________

          THIS AGREEMENT OF LIMITED PARTNERSHIP of Brandywine TB III, L.P. is made and entered into as of this 31st day of October, 1997, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Brandywine TB III, L.L.C., a Pennsylvania limited liability company as general partner (“General Partner” and together with the Limited Partner, the “Partners”) for the purpose of forming a Pennsylvania limited partnership (the “Partnership”) in accordance with the provisions hereinafter set forth. 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:
I.     ARTICLE
GENERAL PROVISIONS	
 	
          A.     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 Pennsylvania Department 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 Commonwealth of Pennsylvania and any other jurisdiction in which the Partnership may conduct business.	
 	
          B.     Name. The name of the Partnership is BRANDYWINE TB III, L.P. or such other name as the Partners from time to time may unanimously select.	
 	
          C.     Place of Business. The principal place of business of the Partnership shall be at 16 Campus Blvd., Newtown, PA 19073, 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.	
 	
          D.     Purpose. The Partnership is organized to pursue any lawful purpose.	
 	
          E.     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.	

III.     ARTICLE
CAPITAL MATTERS	
 	
          A.     Initial Capital Contributions. Simultaneously with the execution of this Agreement, the General Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $10.00, and the Limited Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $990.00.	
 	
         B.     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.	
 	
          C.     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.	
 	
V.     ARTICLE
MANAGEMENT	
 	
          A.     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.	
 	
VII.     ARTICLE
TRANSFERS OF PARTNER INTERESTS	
 	
          A.     Restriction. A Partner shall not, without the consent of the other Partner, make any Transfer of all or any portion of its Interest.	
 	
          B.     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.	
 	
IX.     ARTICLE
FINANCIAL MATTERS	

          A.     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.	
 	
          B.     Fiscal Year. Unless otherwise designated by the Partners, the fiscal year of the Partnership shall end on December 31.	
 	
          C.     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.	
 	
          D.     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.	
 	
          E.     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.	
 	
XI.     ARTICLE
DISSOLUTION	
 	
          A.     Dissolution. The Partnership shall be dissolved upon the earliest to occur of the following:	
 	
                    a)     December 31, 2050;	
 	
                    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 or substantially 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 8572 of the Act.	
 	
          B.     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.	
 	
          C.     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.	

          D.     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.	
 	
          E.     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.	
 	
XIII.     ARTICLE
DEFINITIONS AND RULES OF CONSTRUCTION	
 	
          A.     Definitions.	
 	
                    1.     The following terms, as used herein, shall have the following respective meanings:	
 	
                    “Act” means the Pennsylvania Revised Uniform Limited Partnership Act, 15 P.S. §8500 et. seq. 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 Pennsylvania Department 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.	
 	
                    “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.	
 	
          B.     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.	
 	
XV.     ARTICLE
MISCELLANEOUS	
 	
          A.     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.	
 	
          B.     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.	
 	
          C.     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.	
 	
          D.     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.	
 	
          E.     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.	
 	
          F.     Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.	
 	
          G.     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.	
 	
          H.     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.	
 	
          I.      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.	
 	
          J.      Amendment. This Agreement may not be amended except by unanimous written agreement of all of the Partners.	
 	
          K.     Time is of Essence. Time is of the essence in the performance of this Agreement.	
 	
          L.     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)

          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 TB III, L.L.C.	
 	 	 	
 	/s/	Gerard H. Sweeney	
 			
 	By: 	Gerard H. Sweeney	
 	Title:	President and Chief Executive Officer	

 	 	 	
 	Limited Partner:	
 	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP,	

 	By:	BRANDYWINE REALTY TRUST,	
 	 	Its General Partner	
 	 	 	
 	/s/	Gerard H. Sweeney	
 			
 	By: 	Gerard H. Sweeney	
 	Title: 	President and Chief Executive Officer	

Exhibit 3.52
CONSENT TO USE OF SIMILAR NAME
DSCB: 17-3 (Rev 91) 
Pursuant to 19 Pa. Code § 17.3 (relating to use of a confusingly similar name) the undersigned association, desiring to consent to the use by another association of a name which is confusingly similar to its name, hereby certifies that: 
1.	The name of the association executing this Consent to Use of Similar Name is : Brandywine TB I, L.L.C.	

 	 	
2.	The (a) address of this association’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)	16 Campus Boulevard, Suite 150	Newtown Square	PA	19073	Delaware	
 	 		
 	 	Number and Street	City	State	Zip	County	
 	 	 	 	 	 	 	
 	(b)	c/o: 	
 		
 	Name of Commercial Registered Office Provider	County	
 	 	
 	For an association represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purposes. 	
 	 	
3.	The date of its incorporation or other organization is:   October 31, 1997	
 	 	
4.	The statute under which it was incorporated or otherwise organised is : 15 Pa C.S. Section 8511	
 	 	
5.	The association(s) entitled to the benefit of this Consent to Use of Similar Name is (are): 	
 	 	
 	Brandywine TB VI, L.P.	
 		
 	Brandywine TB VI, L.L.C.	

6.	A check in this box  indicates that the association executing this Consent to Use of Similar Name is the parent or prime affiliate of a group of associations using the same name with geographic or other designations, and that such association is authorized to and does hereby act on behalf of all such affiliated associations, including the following (see 19 Pa. Code § 17.3(c)(8)):	

 	 	

 	IN TESTIMONY WHEREOF, the undersigned association has caused this consent to be signed by a duly authorized officer thereof this 15th day of July 1998	

 	Brandywine TB I, L.L.C.	
 		
 	 	(Name of Association)	
 	 	 	
 	BY:	/s/ Brad A. Molotsky	
 	 		
 	 	(Signature)	
 	 	 	
 	TITLE:	Brad A. Molotsky, Secretary	

CONSENT TO USE OF SIMILAR NAME
DSCB: 17-3 (Rev 91) 
Pursuant to 19 Pa. Code § 17.3 (relating to use of a confusingly similar name) the undersigned association, desiring to consent to the use by another association of a name which is confusingly similar to its name, hereby certifies that: 
1.	The name of the association executing this Consent to Use of Similar Name is : Brandywine TB I, L.P.	

 	 	
2.	The (a) address of this association’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)	16 Campus Boulevard, Suite 150	Newtown Square	PA	19073	Delaware	
 	 		
 	 	Number and Street	City	State	Zip	County	
 	 	 	 	 	 	 	
 	(b)	c/o: 	
 		
 	Name of Commercial Registered Office Provider	County	
 	 	
 	For an association represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purposes. 	
 	 	
3.	The date of its incorporation or other organisation is:   October 31, 1997	
 	 	
4.	The statute under which it was incorporated or otherwise organized is : 15 Pa C.S. Section 8511	
 	 	
5.	The association(s) entitled to the benefit of this Consent to Use of Similar Name is (are): 	
 	 	
 	Brandywine TB VI, L.L.C.	
 		
 	Brandywine TB VI, L.P.	

6.	A check in this box  indicates that the association executing this Consent to Use of Similar Name is the parent or prime affiliate of a group of associations using the same name with geographic or other designations, and that such association is authorized to and does hereby act on behalf of all such affiliated associations, including the following (see 19 Pa. Code § 17.3(c)(8)):	

 	 	

 	IN TESTIMONY WHEREOF, the undersigned association has caused this consent to be signed by a duly authorized officer thereof this 15th day of July 1998	

 	Brandywine TB I, L.P.	
 	By:	Brandywine TB I, L.L.C., General Partner	
 	 		
 	 	(Name of Association)	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	(Signature)	
 	 	 	
 	Title:	Brad A. Molotsky, Secretary	

Microfilm Number_________	 	 	Filed with the Department of State on JULY 16 1998	 	
 	 	 	 	 	
Entity Number 2827110	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF LIMITED PARTNERSHIP
DSCB:15-8511 (Rev 91)
In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:
1.	The name of the limited partnership is: Brandywine TB VI, L.P.

 		
 	 	
2.	The (a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	 	
 	(a)	16 Campus Boulevard, Suite 150                  Newtown Square          PA                 19073              Delaware	
 	 		
 	 	Number and Street                                          City                                 State              Zip                  County	
 	 	 	 	
 	(b)	c/o:	 	
 	 	 			
 	 	 	Name of Commercial Registered Office Provider 	County	
 	 	
 	For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	
3.	The name and business address of each general partner of the partnership is:	
 	 	
 	               Name                                                                                                   Address          	
 	 	
 	Brandywine TB VI, L.L.C.                                                                               16 Campus Boulevard, Suite 150

 	                                                                                                                            Newtown Square, PA 19073

 	 	

 		
 	 	
4.	(Check, and if appropriate complete, one of the following):	
 	 	
 		The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	
 	 	
 		The formation of the limited partnership shall be effective on:                        at                      	
 	                                                                                                                            Date                  Hour	
 	 	
5.	The specified effective date if any, is:              N/A                                                         	
 	                                                                     month          day          year        hour, if any	

DBCB:15-8511 (Rev 91)-2 
IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 15th day of July, 1998.
By:	Brandywine TB VI, L.L.C.	 	 	 	 	
 	  	 	 	  	 	
By:	/s/ Brad A. Molotsky	 	 	 	 	
 		 	 		 	
 	(Signature)	 	 	(Signature)	 	
 	 	 	 	 	 	
 	Brad A. Molotsky, Secretary	 	 	 	 	
 		 	 		 	
 	(Signature)	 	 	(Signature)	 	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa C S)	 	
 	Entity Number	 	 	 	 	 	 	
 		 	  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: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
Brandywine TB VI, L.P.	

 	2.	The date of filing of the original Certificate of Limited Partnership/Organization:
July 16, 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	

 
 	 	 	
 	5.	Check if the amendment restates the Certificate of Limited Partnership/Organization:	
 	 	 	
 		The restated Certificate of Limited Patnership/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

4th day of June 2002

Brandywine TB VI, L.P.
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company	 	
 	 	 	/s/ Brad A. Molotsky	 	
 	 	 		 	
 	 	 	 Signature
  	 	
 	 	 	Secretary of Brandywine TB VI, LLC.,	 	
 	 	 		 	
 	 	 	                                                                Title General Partner	 	

EXHIBIT A

TO CERTIFICATE OF AMENDMENT

BRANDYWINE TB VI, L.P.
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine TB IV, L.L.C. 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

Exhibit 3.53
________________________________________
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE TB VI, L.P.
A Pennsylvania Limited Partnership
________________________________________

          THIS AGREEMENT OF LIMITED PARTNERSHIP of Brandywine TB VI, L.P. is made and entered into as of this 16th day of July, 1998, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Brandywine TB VI, L.L.C., a Pennsylvania limited liability company as general partner (“General Partner” and together with the Limited Partner, the “Partners”) for the purpose of forming a Pennsylvania limited partnership (the “Partnership”) in accordance with the provisions hereinafter set forth. 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 Pennsylvania Department 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 Commonwealth of Pennsylvania and any other jurisdiction in which the Partnership may conduct business.	
 	
          1.2.     Name. The name of the Partnership is BRANDYWINE TB VI, L.P. or such other name as the Partners from time to time may unanimously select.	
 	
          1.3.     Place of Business. The principal place of business of the Partnership shall be at 16 Campus Blvd., Newtown, PA 19073, 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.	
 	
- 2 -

          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. Simultaneously with the execution of this Agreement, the General Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $10.00, and the Limited Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $990.00.	
 	
          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%), 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.     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.	
 	
- 3 -

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.	
 	
          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	
- 4 -

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 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 or substantially 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 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.	
- 5 -

          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.	
 	
          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.	
 	
- 6 -

                    7.1.1.     The following terms, as used herein, shall have the following respective meanings:	
 	
                    “Act” means the Pennsylvania Revised Uniform Limited Partnership Act, 15 P.S. §8500 et. seq. 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 Pennsylvania Department 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.	
 	
                    “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).	
 	
- 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 -

 	
          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.     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) 
 
- 9 -

       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 TB VI, L.L.C.	
 	 	
 	/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	
- 10 -

Exhibit 3.54
 
Microfilm Number__________________ 	Filed with the Department of State on______________	

Entity Number__________________	XXXXXX	
 		
 	Secretary of the Commonwealth	
 
CERTIFICATE OF LIMITED PARTNERSHIP
DSCB:15-8511 (Rev 90)
          In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:
1.	The name of the limited partnership is:     Brandywine TB VIII, L.P.	
 	 	 	 	 	 	 	 	
2.	(a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	 	 	 	 	 	 	
 	(a)	 14 Campus Boulevard, Suite 100	Newtown Square	PA	19073	Delaware	
 	 		
 	 	Number and Street	City	State	Zip	County	
 	 	 	 	 	 	 	 	
 	(b)	c/o:	 	 	 	 	 	
 	 	 		
 	 	 	Name of Commercial Registered Office Provider	 	 	 	County	
 	 	 	 	 	 	 	 	
 	For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	 	 	 	 	 	 	
3.	The name and business address of each general partner of the partnership is:	
 	 	 	 	 	 	 	 	
 	               Name                                                                       Address          	
 	Brandywine TB VIII, L.L.C.          14 Campus Boulevard, Suite 100, Newtown Square, PA  19073  	
 	 	 	 	 	 	 	 	
4.	(Check, and if appropriate complete, one of the following):	
 	 	 	 	 	 	 	 	
 		The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	
 	 	 	 	 	 	 	 	
 	The formation of the limited partnership shall be effective on:                      at                   	
 	                                                                                                                    Date               Hour	
 	 	 	 	 	 	 	 	
5.	The specified effective date, if any is:              n/a                                                         	
 	                                                                     month          day          year        hour, if any	

                    IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 26th day of July, 2000 .
 	 	Brandywine TB, VIII, L.L.C.	
 	 	 	
 	By:	/s/ Brad A. Molotsky                	
 	 	(Signature) 	
 	 	 	
 	 	Brad A. Molotsky, Secretary	

DSCB: 15-8511 (Rev 90)-2
-2-

Department of State
Corporation Bureau
P.O. Box 8722
Harrisburg, PA 17105-8722
     Instructions for Completion of Form:
          A.     One original of this form is required. The form shall be completed in black or blue-black ink in order to permit reproduction. The filing fee for this form is $100 made payable to the Department of State. PLEASE NOTE: A separate check is required for each form submitted.
          B.     Under 15 Pa.C.S. § 135(c) (relating to addresses) an actual street or rural route box number must be used as an address, and the Department of State is required to refuse to receive or file any document that sets forth only a post office box address.
          C.     The following, in addition to the filing fee, shall accompany this form:
                    (1)     Any necessary copies of form DSCB:17.2 (Consent to Appropriation of Name) or form DSCB:17.3 (Consent to Use of Similar Name).
                    (2)     Any necessary governmental approvals.
          D.     For general instructions relating to the formation of limited partnerships see 19 Pa. Code Ch. 73 (relating to limited partnerships).
          E.     This form shall be executed by all general partners named herein. Any natural person of full age, general partnership, limited partnership, corporation or business or other trust may form a limited partnership if the organizing entity is designated as a general partner in and executes this form. Under 15 Pa.C.S. § 8513 (relating to certificate of cancellation) the Certificate of Limited Partnership shall be cancelled whenever there are no limited partners, but it is not necessary to name the limited partners in the Certificate of Limited Partnership.
          F.     Optional provisions required or authorized by law may be added as Paragraphs 4, 5, and 6...etc. If a partner’s interest in the limited partnership is to be evidenced by a certificate of partnership interest, a statement to that effect must be included in this form. See 15 Pa.C.S. § 8511(a)(4).
          G.     This form and all accompanying documents shall be mailed to:
     Department of State
     Corporation Bureau
     P.O. Box 8722
     Harrisburg, PA 17105-8722
          H.     To receive confirmation of the file date prior to receiving the microfilmed original, send either a self-addressed, stamped postcard with the filing information noted or a self-addressed, stamped envelope with a copy of the filing document.

Exhibit 3.55
________________________________________
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE TB VIII, L.P.
A Pennsylvania Limited Partnership
________________________________________

          THIS AGREEMENT OF LIMITED PARTNERSHIP of Brandywine TB VIII, L.P. is made and entered into as of this 28th day of July, 2000, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Brandywine TB VIII, L.L.C., a Pennsylvania limited liability company as general partner (“General Partner” and together with the Limited Partner, the “Partners”) for the purpose of forming a Pennsylvania limited partnership (the “Partnership”) in accordance with the provisions hereinafter set forth. 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 Pennsylvania Department 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 Commonwealth of Pennsylvania and any other jurisdiction in which the Partnership may conduct business.	
 	
          1.2.     Name. The name of the Partnership is BRANDYWINE TB VIII, L.P. or such other name as the Partners from time to time may unanimously select.	
 	
          1.3.     Place of Business. The principal place of business of the Partnership shall be at 14 Campus Blvd., Suite 100, Newtown Square, PA 19073, 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. Simultaneously with the execution of this Agreement, the General Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $10.00, and the Limited Partner shall contribute to the capital of the Partnership cash in the aggregate amount of $990.00.	
 	
          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 	
- 2 -

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%), 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.     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.	
 	
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 	
- 3 -

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:	
 	
                    (a)     December 31, 2050;	
 	
                    (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 or substantially 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 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.	
- 4 -

          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.	
 	
          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, 15 P.S. §8500 et. seq. 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 Pennsylvania Department of State in accordance with the Act.	
- 5 -

                    “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.	
 	
                    “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.	
- 6 -

          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.     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)
- 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 TB VIII, L.L.C.	
 	 	 	
 	/s/ Gerard H. Sweeney, Sr.                                              	
 	By: 	Gerard H. Sweeney, Sr.	
 	Title:	President and Chief Executive Officer	

 	 	 	
 	Limited Partner:	
 	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	

 	By:	BRANDYWINE REALTY TRUST,	
 	 	Its General Partner	
 	 	 	
 	/s/ Gerard H. Sweeney, Sr.                                              	
 	By: 	Gerard H. Sweeney, Sr.	
 	Title: 	President and Chief Executive Officer	
- 8 -

Exhibit 3.56
Microfilm Number___________	 	Filed with the Department of State on “UNREADABLE TEXT”	
 	 	 	
 	 	 XXXXXXXX	
Entity Number          898604          	 		
 	 	Secretary of the Commonwealth	

CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB:15-8512 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that: 
 	 	 	
1.	The name of the limited partnership is: C/N Iron Run Limited Partnership III	

 	 	 	
2.	The date of filing of the original Certificate of Limited Partnership is:     12/17/85  	
 	 	 	
3.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment adopted by the limited partnership, set forth in full, is as follows:	

 	 	
 		The amendment adopted by the limited partnership 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	
 	 	 	
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
 	 	
 		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
 	
IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this “UNREADABLE TEXT” day of August, 1996. 	
 	 	 	
 	See Attached Exhibit A	
 		
 	(Name of Partnership)	
 	 	 	
 	By:		
  	 		
  	 	(Signature)	
 	 	 	
 	TITLE:	 	

 	 	 	

 	Chart #4.26	
 	Exhibit “A”	
AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF 
C/N IRON RUN LIMITED PARTNERSHIP III
1.   The name of the Partnership is C/N Iron Run Limited Partnership III.	
 	 	
2.   The registered office of the Partnership in the Commonwealth of Pennsylvania is c/o The Nichols Company, Newtown Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Delaware County, PA 19073.	
 	 	
3.   The date of filing of the original certificate was December 17, 1985.	
 	 	
4.   C/N Iron Run III, Inc. is withdrawing as the General Partner of the Partnership, effective as to the date of filing this Certificate.	
 	 	
5.   Effective as to the date of filing this Certificate, Brandywine Operating Partnership, L.P. is admitted as the General Partner of the Partnership. The name and address of the new General Partner of the Partnership is:	
 	 	
Brandywine Operating Partnership, L.P.
c/o The Nichols Company
Newtown Corporate Campus
16 Campus Boulevard, Suite 150
Newtown Square, PA 19073	
 	 	
6.   This Certificate may be executed in separate counterpart copies, each of which shall be considered an original and all of which shall be one and the same Certificate. 	
 	 	
WITHDRAWING GENERAL PARTNER:		
 	 	 	
 	 	C/N Iron Run III, Inc.	
 	 	 	
 	By:	/s/ Anthony A. Nichols	
  	 		
  	 	Name: Anthony A. Nichols	
 	 	Title: President	

NEW GENERAL PARTNER:		
 	 	 	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	 	 	 	 	
 	 	By:	BRANDYWINE REALTY TRUST, as General Partner	
 	 	 	 	 	
 	 	 	By:	/s/ Gerard H. Sweeney	
 	 	 	 		
  	 	 	 	Name: Gerard H. Sweeney	
 	 	 	 	Title: President	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa.C.S.)	 	
 	Entity Number	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 	 	 	 	  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 1187
HARRISBURG,   PA          17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on        Jun 06 2002       	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
c/n Iron Run Limited Partnership III	

 	 	 	
 	2.	The date of filing of the original Certificate of limited Partnership Organization:
12-17-85	
 	 	 	
 	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	

 	 	 	
 	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

4th day of June 2002

C/N Iron Run Limited Partnership III.
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

 	 	 		 	
 	 	 	Signature

 	 	 	(See Exhibit B attached)	 	
 	 	 		 	
 	 	 	Title	 	

EXHIBIT A 
TO CERTIFICATE OF AMENDMENT
C/N IRON RUN LIMITED PARTNERSHIP III
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine Operating Partnership, L.P., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

EXHIBIT B 
to 
CERTIFICATE OF AMENDMENT
of
C/N IRON RUN LIMITED PARTNERSHIP III
 	By:	Brandywine Operating Partnership, L.P., a Delaware limited partnership General Partner	
 	 	 	
 	By:	Brandywine Realty Trust, a Maryland real estate trust	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	Brad A. Molotsky, Secretary	

Exhibit 3.57
________________________________________
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
C/N IRON RUN LIMITED PARTNERSHIP III
A Pennsylvania Limited Partnership
September 1, 1999
________________________________________

          THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of C/N Iron Run Limited Partnership III, a Pennsylvania limited partnership (the “Partnership”) is dated as of this 1st day of September, 1999, by and among Brandywine Operating Partnership, L.P., a Delaware limited partnership, as the general partner (“BOP” or the “General Partner”), and BOP and Witmer Operating Partnership I, L.P., a Delaware limited partnership (“WOP”), as limited partners (together, the “Limited Partners”). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner”.
          The Partnership was formed pursuant to a Certificate of Limited Partnership (the “Certificate”), which was filed in the office of the Pennsylvania Department of State on December 17, 1985. This Agreement is amending and restating the amended and restated Agreement of Limited Partnership of C/N Iron Run Limited Partnership III dated as of August 22, 1996 (the “Prior Agreement”) between BOP and The Nichols Company (“TNC”). On the date hereof, TNC has assigned and transferred all of its right, title and interest in and to the Partnership to WOP and is withdrawing from the Partnership.
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that TNC does hereby withdraw as a limited partner of the Partnership, WOP is hereby admitted to the Partnership as a new Limited Partner and BOP continues as the General Partner and as a Limited Partner in the Partnership and the Prior Agreement is hereby amended and restated in its entirety, as follows:
  ARTICLE I
GENERAL PROVISIONS	
              1.1.     Continuation, Partners and Name.	
 	
                         (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect in the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”). The partners shall consist of BOP as the sole General Partner and as a limited partner, and WOP, as a new limited partner.	
 	
                         (b)     By executing this Agreement, each Partner hereby agrees that the Partnership shall be governed by the Act. Upon or promptly after the execution of this Agreement, the General Partner may, if it deems it necessary, execute and cause to be filed an amended and restated Certificate of Limited Partnership and such other applications, elections, certificates and documents as may be required for the continuation of a limited partnership under the Act, or as may be necessary to permit the Partnership to engage in the activities contemplated by Section 1.4 hereof.	
- 2 -

             1.2.     Name. The name of the Partnership is C/N IRON RUN LIMITED PARTNERSHIP III 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 14 Campus Blvd., Suite 100, Newtown Square, PA 19073, 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 term of the Partnership has commenced and shall continue until December 31, 2094, unless earlier dissolved pursuant to the terms of Section 6.1 hereof or by operation of law.	
 	
ARTICLE II
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 BOP, as General Partner, shall be two percent (2%), and the Percentage Interest of BOP, as a Limited Partner, shall be eighty-seven percent (87%), and the Percentage Interest of WOP, as a Limited Partner, shall be eleven percent (11%). Distributions out of funds legally available therefor shall be made at such times as the General Partner determines.	
 	
ARTICLE III
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 Partners shall have no right to participate in the management of the Partnership.	
- 3 -

ARTICLE IV
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 V
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 General Partner, 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 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.	
- 4 -

ARTICLE VI
DISSOLUTION	
 	
              6.1.     Dissolution. The Partnership shall be dissolved upon the earliest to occur of the following:	
 	
                         (a)     December 31, 2094;	
 	
                         (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 or substantially 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 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.	
               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.
- 5 -

                         (c)     Third, to the setting up of such reserves as the General Partner 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 VII
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, 15 P.S. §8500 et. seq. 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 Pennsylvania Department 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.	
 	
   - 6 -

                          “Partners” means the General Partner and Limited Partners.	
 	
                          “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 VIII
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.      Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.	
 	
              8.5.      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.	
- 7 -

             8.6.     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.	
 	
             8.7.     Amendment. This Agreement may not be amended except by unanimous written agreement of all of the Partners.	
 	
             8.8.     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.	
          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 OPERATING PARTNERSHIP, L.P.	

 	By:	BRANDYWINE REALTY TRUST,	
 	 	Its General Partner	
 	 	 	
 	 	/s/ Gerard H. Sweeney	
 	 		
 	 	President and Chief Executive Officer	

 	 	
 	Limited Partners:	
 	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P. 	
 	 	 	
 	By:	BRANDYWINE REALTY TRUST	
 	 	Its General Partner	
 	 	 	
 	 	/s/ Gerard H. Sweeney	
 	 		
 	 	President and Chief Executive Officer	
 	 	
(signature page continued)	
- 8 -

 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	 	 	
 	By:	BRANDYWINE WITMER, L.L.C.	
 	 	Its General Partner	
 	 	 	
 	 	/s/ Gerard H. Sweeney	
 	 		
 	 	President and Chief Executive Officer	
- 9 -

Exhibit 3.58
Microfilm Number                     	 	 	Filed with the Department of State on UNREADABLE TEXT 1996	
 	 	 	 	
Entity Number 779072	 	 	XXXXXX	
 	 		
 	 	 	Secretary of the Commonwealth	

CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB: 15-8512 (Rev 90)	
In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that:
1.	The name of the limited partnership is: C/N Leedom Limited Partnership II	

 	 	
2.	The date of filing of the original Certificate of Limited Partnership is: 09/01/83	
 	 	
3.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment adopted by the limited partnership, set forth in full, is as follows:	
 	 	 	
 		The amendment adopted by the limited partnership 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	
 	 	
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
 	 	 	
 		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this      day of August, 1996.
 	 	See Attached Exhibit “A”	
 	 		
	 	(Name of Partnership)	
 	 	 	 	 	
  		 	By:		
 	 	 	 		
  		 	 	(Signature)	
 	 	 	 	 	
  	  	 	TITLE:		

CHART #4.15
EXHIBIT “A”
AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
C/N LEEDOM LIMITED PARTNERSHIP II
1.   The name of the Partnership is C/N Leedom Limited Partnership II.	
 	 	
2.   The registered office of the Partnership in the Commonwealth of Pennsylvania is c/o Safeguard Scientifics, Inc., 800 The Safeguard Building, 435 Devon Park Drive, Wayne, Chester County, PA 19087.	
 	 	
3.   The date of filing of the original certificate was September 1, 1983.	
 	 	
4.   C/N Leedom II, Inc. is withdrawing as the General Partner of the Partnership, effective as to the date of filing this Certificate.	
 	 	
5.   Effective as to the date of filing this Certificate, Brandywine Operating Partnership, L.P. is admitted as the General Partner of the Partnership. The name and address of the new General Partner of the Partnership is:	
 	 	
 	 	Brandywine Operating Partnership, L.P.	
 	 	c/o The Nichols Company	
 	 	Newtown Corporate Campus	
 	 	16 Campus Boulevard, Suite 150	
 	 	Newtown Square, PA 19073	
 	 	
6.   This Certificate may be executed in separate counterpart copies, each of which shall be considered an original and all of which shall be one and the same Certificate.	
WITHDRAWING GENERAL PARTNER:
 	C/N LEEDOM II, INC.	

 	BY:	XXXXXXXX	
 	 		
 	Name:	 	
 	Title:	 	

 
NEW GENERAL PARTNER:	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	 	 	
 	BY:	BRANDYWINE REALTY TRUST, as
General Partner 	
 	 	 	
 	BY:	/s/ Gerard H. Sweeney	
 	 		
 	Name:	Gerard H. Sweeney	
 	Title:	President	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa C S)	 	
 	Entity Number
779072 	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 	 	 	 	  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
HARRISBURG, PA 17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
c/n Leedom Limited Partnership III	

 	2.	The date of filing of the original Certificate of limited Partnership Organization:
9-01-83	
 	 	 	
 	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	

 	 	 	
 	5.	Check if the amendment restates the Certificate of Limited Partnership/Organization:	
 	 	 	
 		The restated Certificate of Limited Patnership/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	 	
 	 	 	 	 	
 	 	 	4th day of June 2002	 	

C/N Leedom Limited Partnership II
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

	 	
 	 	 	Signature
	 	
 	 	 	(See Exhibit B attached) 
	 	
 	 	 	Title	 	

EXHIBIT A

TO CERTIFICATE OF AMENDMENT

C/N LEEDOM LIMITED PARTNERSHIP II
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine Operating Partnership, L.P., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

EXHIBIT B
to
CERTIFICATE OF AMENDMENT
of
C/N LEEDOM LIMITED PARTNERSHIP II
 	By:	Brandywine Operating Partnership, L.P., a Delaware limited partnership General Partner	
 	 	 	
 	By:	Brandywine Realty Trust, a Maryland real estate trust	
 	 	 	
 	By:	Brad A. Molotsky	
 	 		
 	 	Brad A. Molotsky, Secretary	

Exhibit 3.59
________________________________________
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
C/N LEEDOM LIMITED PARTNERSHIP II
A Pennsylvania Limited Partnership
September 1, 1999
________________________________________

          THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of C/N Leedom Limited Partnership II, a Pennsylvania limited partnership (the “Partnership”) is dated as of this 1st day of September, 1999, by and among Brandywine Operating Partnership, L.P., a Delaware limited partnership, as the general partner (“BOP” or the “General Partner”), and Witmer Operating Partnership I, L.P., a Delaware limited partnership (“WOP”), as a limited partner. The General Partner and the Limited Partner are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner”.
          The Partnership was formed pursuant to a Certificate of Limited Partnership (the “Certificate”), which was filed in the office of the Pennsylvania Department of State on September 1, 1983. This Agreement is amending and restating the amended and restated Agreement of Limited Partnership of C/N Leedom Limited Partnership II dated as of August 22, 1996 (the “Prior Agreement”) between BOP and Safeguard Scientifics, Inc. (“SSI”). On the date hereof, SSI has assigned and transferred all of its right, title and interest in and to the Partnership to WOP and is withdrawing from the Partnership.
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that SSI does hereby withdraw as a limited partner of the Partnership, WOP is hereby admitted to the Partnership as a new Limited Partner and BOP continues as the General Partner in the Partnership and the Prior Agreement is hereby amended and restated in its entirety, as follows:
ARTICLE 1     
GENERAL PROVISIONS	
 	
          1.1.     Continuation, Partners and Name.	
 	
                    (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect in the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”). The partners shall consist of BOP as the sole General Partner and WOP, as a new limited partner.	
 	
                    (b)     By executing this Agreement, each Partner hereby agrees that the Partnership shall be governed by the Act. Upon or promptly after the execution of this Agreement, the General Partner may, if it deems it necessary, execute and cause to be filed an amended and restated Certificate of Limited Partnership and such other applications, elections, certificates and documents as may be required for the continuation of a limited partnership under the Act, or as may be necessary to permit the Partnership to engage in the activities contemplated by Section 1.4 hereof.	
 	
          1.2.     Name. The name of the Partnership is C/N LEEDOM LIMITED PARTNERSHIP II or such other name as the General Partner from time to time may select.	
- 2 -

 	
           1.3.      Place of Business. The principal place of business of the Partnership shall be at 14 Campus Blvd., Suite 100, Newtown Square, PA 19073, 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 term of the Partnership has commenced and shall continue until December 31, 2094, unless earlier dissolved pursuant to the terms of Section 6.1 hereof or by operation of law.	
 	
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 BOP, as General Partner, shall be eighty-nine percent (89%), and the Percentage Interest of WOP, as a Limited Partner, shall be eleven percent (11%). 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.	
 	
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.	
- 3 -

 	
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 General Partner, 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 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, 2094;	
 	
                    (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 or substantially all of the Partnership’s assets and properties;	
- 4 -

 	
                    (d)     the unanimous agreement of the Partners to effect such dissolution; or	
 	
                    (e)     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 General Partner 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.	
- 5 -

 	
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, 15 P.S. §8500 et. seq. 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 Pennsylvania Department 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 Partners.
          “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 	
- 6 -

“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.     Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.	
 	
          8.5.     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.	
 	
          8.6.     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.	
 	
          8.7.     Amendment. This Agreement may not be amended except by unanimous written agreement of all of the Partners.	
 	
          8.8.     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.	
 	
- 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 OPERATING PARTNERSHIP, L.P.	
 	By:	BRANDYWINE REALTY TRUST,	
 	 	Its General Partner	

 	/s/ Gerard H. Sweeney	
 		
 	President and Chief Executive Officer	
 	 	 	
 	Limited Partner:	
 	 	 	
 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	By: 	BRANDYWINE WITMER, L.L.C.,	
 	 	Its General Partner	

 	/s/ Gerard H. Sweeney	
 		
 	President and Chief Executive Officer	
 	 	 	
- 8 -

Exhibit 3.60
 
Microfilm Number_________	 	 	Filed with the Department of State on NOV 28 1995	 	
 	 	 	 	 	
Entity Number 961214	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP 
DSCB:15-8512 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that: 
1.	The name of the limited partnership is: C/N OAKLANDS LIMITED PARTNERSHIP I	

 	 	
2.	The date of filing of the original Certificate of Limited Partnership is: 01/17/86	
 	 	 	
3.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment adopted by the limited partnership, set forth in full, is as follows:	
 	 	 	
 		The amendment adopted by the limited partnership 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	
 	 	 	
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
 	 	 	
 		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
 	 	 	
 	 	IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 28th day of November, 1995.	
 	 	 	
 	See Attached Exhibit A	
 		
 	 	(Name of Partnership)	
 	BY:	 	
 		
 	 	(Signature)	
 	 	 	
 	TITLE:	 	

AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
C/N OAKLANDS LIMITED PARTNERSHIP I
1.     The name of the Partnership is C/N Oaklands Limited Partnership I.
2.     The registered office of the Partnership in the Commonwealth of Pennsylvania is Horsham Business Center, 1155 Business Center Drive, Horsham, Montgomery County, PA 19044.
3.     The date of filing of the original certificate was January 17, 1986.
4.     C/N Oaklands I, Inc. is withdrawing as the General Partner of the Partnership, effective as to the date of filing this Certificate.
5.     Effective as to the date of filing, Witmer Operating Partnership I, L.P. is admitted as the General Partner of the Partnership. The name and address of the new General Partner of the Partnership is:
 	Witmer Operating Partnership I, L.P.	 	
 	Horsham Business Center	 	
 	1155 Business Center Drive, Suite 150	 	
 	Horsham, PA 19044	 	
6.     The Partnership hereby elects to be governed by the Pennsylvania Revised Uniform Limited Partnership Act, as amended. 15 Pa.C.S. Chapters 81 and 85.
7.     This Certificate may be executed in separate counterpart copies, each of which shall be considered an original and all of which shall be one and the same Certificate. 
WITHDRAWING GENERAL PARTNER:
 	C/N OAKLANDS I, INC.	

 	 	 	 	
 	BY:	/s/ Anthony A. Nichols 	
 	 			
 	 	Name:	Anthony A. Nichols	
 	 	Title:	President	

NEW GENERAL PARTNER:	 	 	 	 	
 	 	WITMER OPERATING PARTNERSHIP I, L.P,	
 	 	 	 	 	 	
 	 	By:	BRT WITMER, INC.	

 	 	 	 	 	 	
 	 	 	By:	/s/ Anthony A. Nichols 	
 	 	 	 			
 	 	 	 	Name:	Anthony A. Nichols	
 	 	 	 	Title:	President	

EXISTING LIMITED PARTNER:	 	 	 	 	

 	 	 	 	 	 	
/s/ Brian F. Belcher 	 	 	 	 	
		 	 	 	 	
Name:	Brian F. Belcher	 	 	 	 	
Title:	(as attorney in fact)	 	 	 	 	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa.C.S.)	 	
 	Entity Number
901212	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 	 	 	 	  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	 	 	 	
 		 	 	 	
 	 	HARRISBURG, PA 17108-1181	 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
C/N Oaklands Limited Partnership I	

 	2.	The date of filing of the original Certificate of Limited Partnership/Organization:
01/17/86	

 	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	

 
 	 	 	
 	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

4th day of June 2002

C/N Oaklands Limited Partnership I
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

 	 	 	Signature	 	
 	 	 	(See Exhibit B attached) 
	 	
 	 	 	Title	 	

EXHIBIT A

TO CERTIFICATE OF AMENDMENT

C/N OAKLANDS LIMITED PARTNERSHIP I
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Witmer Operating Partnership, L.P., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

EXHIBIT B
to
CERTIFICATE OF AMENDMENT
C/N OAKLANDS LIMITED PARTNERSHIP I
 	By:	Witmer Operating Partnership, L.P., a Delaware limited partnership General Partner	
 	 	 	
 	By:	Brandywine Witmer, L.L.C., a Pennsylvania limited liability company, its general partner	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	Brad A. Molotsky, Secretary	

Exhibit 3.61
________________________________________
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
C/N OAKLANDS LIMITED PARTNERSHIP I
A Pennsylvania Limited Partnership
September 1, 1999
________________________________________

          THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of C/N Oaklands Limited Partnership I, a Pennsylvania limited partnership (the “Partnership”) is dated as of this 1st day of September, 1999, by and among Witmer Operating Partnership I, L.P., a Delaware limited partnership, as the general partner (“WOP” or the “General Partner”), and WOP and Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), as limited partners (together, the “Limited Partners”). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner”.
          The Partnership was formed pursuant to a Certificate of Limited Partnership (the “Certificate”), which was filed in the office of the Pennsylvania Department of State on January 17, 1986. This Agreement is amending and restating the amended and restated Agreement of Limited Partnership of C/N Oaklands Limited Partnership I dated as of August 22, 1996 (the “Prior Agreement”) between WOP, BOP and The Nichols Company (“TNC”). On the date hereof, TNC has assigned and transferred all of its right, title and interest in and to the Partnership to WOP and is withdrawing from the Partnership.
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that TNC does hereby withdraw as a limited partner of the Partnership, WOP is hereby admitted to the Partnership as a new Limited Partner and WOP continues as the General Partner and BOP as a Limited Partner in the Partnership and the Prior Agreement is hereby amended and restated in its entirety, as follows:
ARTICLE 1
GENERAL PROVISIONS	
 	
          1.1.     Continuation, Partners and Name.	
 	
                    (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect in the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”). The partners shall consist of WOP as the sole General Partner, and as a new limited partner, and BOP continues as a limited partner.	
 	
                    (b)     By executing this Agreement, each Partner hereby agrees that the Partnership shall be governed by the Act. Upon or promptly after the execution of this Agreement, the General Partner may, if it deems it necessary, execute and cause to be filed an amended and restated Certificate of Limited Partnership and such other applications, elections, certificates and documents as may be required for the continuation of a limited partnership under the Act, or as may be necessary to permit the Partnership to engage in the activities contemplated by Section 1.4 hereof.	
 	
          1.2.     Name. The name of the Partnership is C/N Oaklands Limited Partnership I, or such other name as the General Partner from time to time may select.	
- 2 -

          1.3.     Place of Business. The principal place of business of the Partnership shall be at 14 Campus Blvd., Suite 100, Newtown Square, PA 19073, 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 term of the Partnership has commenced and shall continue until December 31, 2094, unless earlier dissolved pursuant to the terms of Section 6.1 hereof or by operation of law.	
 	
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 WOP, as General Partner, shall be eighty-eight point nine percent (88.9%), and the Percentage Interest of BOP, as a Limited Partner, shall be point one percent (.1%), and the Percentage Interest of WOP, as a Limited Partner, shall be eleven percent (11%). 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 Partners 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.	
- 3 -

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 General Partner, 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 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, 2094;	
 	
                    (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 or substantially all of the Partnership’s assets and properties;	
- 4 -

                    (d)     the unanimous agreement of the Partners to effect such dissolution; or	
 	
                    (e)     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 General Partner 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.	
- 5 -

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, 15 P.S. §8500 et. seq. 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 Pennsylvania Department 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 Partners.	
 	
          “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 	
- 6 -

“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.     Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.	
 	
          8.5.     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.	
 	
          8.6.     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.	
 	
          8.7.     Amendment. This Agreement may not be amended except by unanimous written agreement of all of the Partners.	
 	
          8.8.     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.	
          IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.
- 7 -

 	General Partner:	
 	 	 	
 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	By:	BRANDYWINE WITMER, L.L.C.	
 	 	Its General Partner	
 	 	
 	/s/ Gerard H. Sweeney          	
 		
 	President and Chief Executive Officer	

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

 	/s/ Gerard H. Sweeney          	
 		
 	President and Chief Executive Officer	
 	 	
(signature page continued)	
- 8 -

 	 	 	
 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	By:	BRANDYWINE WITMER, L.L.C.	
 	 	Its General Partner	

 	/s/ Gerard H. Sweeney          	
 		
 	President and Chief Executive Officer	
- 9 -

Exhibit 3.62
 
Microfilm Number  ______________	 	 	Filed with the Department of State on DEC 05 1997	 	
 	 	 	 	 	
Entity Number 901216	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP 
DSCB:15-8512 (Rev 90) 
In compliance with the requirements of 15 Pa.C.S. §8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that: 
1.	The name of the limited partnership is:   C/N OAKLANDS LIMITED PARTNERSHIP III	

 	 	 	
2.	The date of filing of the original Certificate of Limited Partnership is:   01/17/86	
 	 	
3.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment adopted by the limited partnership, set forth in full, is as follows:	

 	 		

		 	

 		The amendment adopted by the limited partnership 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	
 	 	 	
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
 	 	 	
 		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
 	 	 	
IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 18th day of November, 1997. 

	 	Brandywine Operating Partnership	
 	 	 	By:	Brandywine Realty Trust	
 		 	 		
 	 	 	 	(Name of Partnership)	

 		 	BY: 	XXXXXX	
 	  	 	 		
 	  	 	 	(Signature)	
 	  	 	 	 	
:	  	 	TITLE:	President and Chief Executive Officer	

AMENDED AND RESTATED 
CERTIFICATE OF LIMITED PARTNERSHIP
OF
C/N OAKLANDS LIMITED PARTNERSHIP III

1.   The name of the Partnership is C/N Oaklands Limited Partnership III.	
 	 	
2.   The registered office of the Partnership in the Commonwealth of Pennsylvania is c/o Brandywine Realty Trust, 16 Campus Boulevard, Suite 150, Newtown Square, Delaware County, PA 19073.	
 	 	
3.   The date of filing of the original certificate was January 17, 1986.	
 	 	
4.   Brandywine Holdings II, Inc. is withdrawing as the General Partner of the Partnership, effective as to the date of filing this Certificate.	
 	 	
5.   Effective as to the date of filing this Certificate, Brandywine Operating Partnership, L.P. is admitted as the General Partner of the Partnership. The name and address of the new General Partner of the Partnership is:	
 	 	
 	Brandywine Operating Partnership, L.P.
16 Campus Boulevard, Suite 150
Newtown Square, PA 19073	
 	 	
6.   This Certificate may be executed in separate counterpart copies, each of which shall be considered an original and all of which shall be one and the same Certificate.	
 	 	
WITHDRAWING GENERAL PARTNER:	 	 	
 	BRANDYWINE HOLDINGS II, INC.	
 	 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	Name:	Gerard H. Sweeney	
 	Title:	President	
 	 	 	
NEW GENERAL PARTNER:	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	 	 	
 	By:	BRANDYWINE REALTY TRUST, the general partner	

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

 
 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa C.S.)	 	
 	Entity Number
901216	 	 	 	 	 	 	

 	 	 	 	  Limited Partnership (§ 8512)	 	 	 	
 	 	 	 	  Limited Liability Company (§ 8951)	 	 	 	
 	 	 	 	 	 	 	 	 	
 	Name 	UNREADABLE TEXT	 	Document will be returned to the name and address you enter to the left.	 	
 		 		 	
 	Address	UNREADABLE TEXT	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on JUN 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
C/N Oaklands Limited Partnership III	

 	2.	The date of filing of the original Certificate of Limited Partnership Organization:
1-17-86	
 	 	 	
 	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	

 
 	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

4th day of June, 2002

C/N Oaklands Limited Partnership III
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company
	 	
 	 	 	Signature
  	 	
 	 	 	(See Exhibit B attached)	 	
 	 	 		 	
 	 	 	Title	 	

EXHIBIT A

TO CERTIFICATE OF AMENDMENT

C/N OAKLANDS LIMITED PARTNERSHIP III
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine Operating Partnership, L.P., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

EXHIBIT B
to
CERTIFICATE OF AMENDMENT
C/N OAKLANDS LIMITED PARTNERSHIP III 
 	By:	Brandywine Operating Partnership, L.P., a Delaware limited partnership General Partner	
 	 	 	
 	By:	Brandywine Realty Trust, a Maryland real estate trust	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	Brad A. Molotsky, Secretary	

Exhibit 3.63
________________________________________
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
C/N OAKLANDS LIMITED PARTNERSHIP III
A Pennsylvania Limited Partnership
September 1, 1999
________________________________________

          THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of C/N Oaklands Limited Partnership III, a Pennsylvania limited partnership (the “Partnership”) is dated as of this 1st day of September, 1999, by and among Brandywine Operating Partnership, L.P., a Delaware limited partnership, as the general partner (“BOP” or the “General Partner”), and BOP and Witmer Operating Partnership I, L.P., a Delaware limited partnership (“WOP”), as limited partners (together, the “Limited Partners”). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner”.
          The Partnership was formed pursuant to a Certificate of Limited Partnership (the “Certificate”), which was filed in the office of the Pennsylvania Department of State on January 17, 1986. This Agreement is amending and restating the amended and restated Agreement of Limited Partnership of C/N Oaklands Limited Partnership III dated as of November 18, 1997 (the “Prior Agreement”) between BOP and The Nichols Company (“TNC”). On the date hereof, TNC has assigned and transferred all of its right, title and interest in and to the Partnership to WOP and is withdrawing from the Partnership.
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that TNC does hereby withdraw as a limited partner of the Partnership, WOP is hereby admitted to the Partnership as a new Limited Partner and BOP continues as the General Partner and as a Limited Partner in the Partnership and the Prior Agreement is hereby amended and restated in its entirety, as follows:
ARTICLE 1     
GENERAL PROVISIONS	
 	
          1.1.      Continuation, Partners and Name.	
 	
                    (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect in the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”). The partners shall consist of BOP as the sole General Partner and as a limited partner, and WOP, as a new limited partner.	
 	
                    (b)     By executing this Agreement, each Partner hereby agrees that the Partnership shall be governed by the Act. Upon or promptly after the execution of this Agreement, the General Partner may, if it deems it necessary, execute and cause to be filed an amended and restated Certificate of Limited Partnership and such other applications, elections, certificates and documents as may be required for the continuation of a limited partnership under the Act, or as may be necessary to permit the Partnership to engage in the activities contemplated by Section 1.4 hereof.	
 	
          1.2.      Name. The name of the Partnership is C/N Oaklands Limited Partnership III or such other name as the General Partner from time to time may select.	
- 2 -

          1.3.      Place of Business. The principal place of business of the Partnership shall be at 14 Campus Blvd., Suite 100, Newtown Square, PA 19073, 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 term of the Partnership has commenced and shall continue until December 31, 2094, unless earlier dissolved pursuant to the terms of Section 6.1 hereof or by operation of law.	
 	
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 BOP, as General Partner, shall be two percent (2%), and the Percentage Interest of BOP, as a Limited Partner, shall be eighty-seven percent (87%), and the Percentage Interest of WOP, as a Limited Partner, shall be eleven percent (11%). 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 Partners 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.	
- 3 -

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 General Partner, 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 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, 2094;	
 	
                    (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 or substantially all of the Partnership’s assets and properties;	
- 4 -

                    (d)     the unanimous agreement of the Partners to effect such dissolution; or	
 	
                    (e)     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 General Partner 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.	
- 5 -

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, 15 P.S. §8500 et. seq. 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 Pennsylvania Department 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 Partners.
                    “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.
- 6 -

          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.      Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.	
 	
          8.5.      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.	
 	
          8.6.      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.	
 	
          8.7.      Amendment. This Agreement may not be amended except by unanimous written agreement of all of the Partners.	
 	
          8.8.      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.	
     
- 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 OPERATING PARTNERSHIP, L.P.	

 	By:	BRANDYWINE REALTY TRUST,	
 	 	Its General Partner	

 	/s/ Gerard H. Sweeney	
 		
 	President and Chief Executive Officer	

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

 	/s/ Gerard H. Sweeney	
 		
 	President and Chief Executive Officer	

 	(signature page continued)	
8

 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	By:	BRANDYWINE WITMER, L.L.C.	
 	 	Its General Partner	

 	/s/ Gerard H. Sweeney	
 		
 	President and Chief Executive Officer	
9

Exhibit 3.64
Microfilm Number 200094-193	 	 	Filed with the Department of State on 12-18-00	 	
 	 	 	 	 	
Entity Number 2978352	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF LIMITED PARTNERSHIP
DSCB:15-8511 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:
1.	The name of the limited partnership is: e-Tenants.com Holding, L. P.

 		
 	 	
2.	The (a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	 	
 	(a)	14 Campus Boulevard, Suite 100         Newtown Square          PA          19073          Delaware	
 	 		
 	 	Number and Street                                           City                     State           Zip             County	
 	 	 	 	
 	(b)	c/o:	 	
 	 	 		
 	 	 	Name of Commercial Registered Office Provider                                         County     	
 	 	
 	For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	
3.	The name and business address of each general partner of the partnership is:	
 	 	
 	               Name                                                       Address          	
 	 	
 	Brandywine Operating Partnership, L. P.,       14 Campus Boulevard, Suite 100, Newtown Square, PA 19073

 		

 		

 	 	
4.	(Check, and if appropriate complete, one of the following):	
 	 	
 		The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	
 	 	
 		The formation of the limited partnership shall be effective on:                  at                      	
 	                                                                                                               Date                  Hour	
 	 	
5.	The specified effective date, if any is:                                                                            N/A	
 		
 	month                  day                year                 hour, if any	
IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this      6th      day/of       December       , 2000.
Brandywine Operating Partnership, L. P., general partner
By:  Brandywine Realty Trust, general partner of
        Brandywine Operating, Partnership, L. P.
By	/s/ Gerard H. Sweeney	 	 	
 		 		
 	Gerard H. Sweeney, Sr. President & CEO	 	(Signature)	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa C.S.)	 	
 	Entity Number	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 	 	 	 	  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 1187	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	
 	 	HARRISBURG,	PA	17108-1181	 	 	 	 	

 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
“UNREADABLE TEXT”	

 	2.	The date of filing of the original Certificate of Limited Partnership Organization:
“UNREADABLE TEXT”	
 	 	 	
 	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	

 
 	 	 	
 	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

4th day of June, 2002.

e-Tenants.com Holding, L.P.
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

XXXXXX
	 	
 	 	 	Signature
  	 	
 	 	 	(See Exhibit B attached)	 	
 	 	 		 	
 	 	 	Title	 	

  
EXHIBIT A

TO CERTIFICATE OF AMENDMENT

e-TENANTS.COM HOLDING, L. P.
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine Operating Partnership, L.P., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

EXHIBIT B
to
CERTIFICATE OF AMENDMENT
e-TENANTS.COM HOLDING, L. P.
 	By:	Brandywine Operating Partnership, L.P., a Delaware limited partnership General Partner	
 	 	 	
 	By:	Brandywine Realty Trust, a Maryland real estate trust	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	Brad A. Molotsky, Secretary	

Exhibit 3.65
________________________________________
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
e-TENANTS.COM HOLDING, L.P.
A Pennsylvania Limited Partnership
________________________________________

          THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of e-TENANTS.COM HOLDING, L.P. is made and entered into as of this 23 day of May 2001 between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the general partner (“General Partner”), and BTRS, Inc., a Delaware corporation as limited partner (“Limited Partner” and together with the General Partner, the “Partners”) for the purpose of continuing a Pennsylvania limited partnership (the “Partnership”) in accordance with the provisions hereinafter set forth. This Agreement amends and restates in its entirety the Agreement of Limited Partnership dated as of December 30, 2000 (the “Original Agreement”) between the General Partner and Witmer Operating Partnership I, L.P., a Delaware limited partnership (“Witmer”), as the original limited partner of the partnership, to reflect the assignment by Witmer of its entire right, title and interest in and to the Partnership to the Limited Partner. 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.     Continuation. The Partners hereby agree to continue 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 has filed or caused to be filed the Certificate with the Pennsylvania Department 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 Commonwealth of Pennsylvania and any other jurisdiction in which the Partnership may conduct business.	
 	
          1.2.     Name. The name of the Partnership is e-TENANTS.COM HOLDING, 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 14 Campus Blvd., Newtown Square, PA 19073, or such other place as the General Partner may from time to time designate. The Partnership may maintain such 	
-2-

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. Simultaneously with the execution of the Original Agreement, the General Partner contributed to the capital of the Partnership all of its ownership interests in e-Tenants.com L.L.C., a Delaware limited liability company, and Witmer, as the original limited partner, contributed to the capital of the Partnership cash in the aggregate amount of $1,000.00.	
 	
          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. The Percentage Interest of the General Partner shall be 99.00%, and the Percentage Interest of the Limited Partner shall be 1.00%. 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 	
-3-

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.	
 	
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.	
-4-

          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 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 or substantially 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 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 	
-5-

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.	
 	
          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.	
-6-

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, 15 P.S. §8500 et. seq. 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 Pennsylvania Department 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.	
 	
                    “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 	
-7-

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 	
-8-

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.     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)
-9-

          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 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	

 	 	 	
 	Limited Partner:	
 	 	
 	BTRS, INC.	
 	 	 	
 	/s/ Gerard H. Sweeney                                              	
 	By:	Gerard H. Sweeney	
 	Title:	President and Chief	
 	 	Executive Officer	
-10-

Exhibit 3.66
Microfilm Number                     	 	 	Filed with the Department of State on NOV 21 1995	 	
 	 	 	 	 	
Entity Number 2665468	 	 	XXXXXX	 	
 	 		 	
 	 	 	Secretary of the Commonwealth	 	
 
CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB: 15-8512 (Rev 90)	
In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that:
1.	The name of the limited partnership is: FIFTEEN HORSHAM, L.P.	

 	 	
2.	The date of filing of the original Certificate of Limited Partnership is: 11/15/95	
 	 	
3.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment adopted by the limited partnership, set forth in full, is as follows:	

 	 	 	
 	 	 	
 		The amendment adopted by the limited partnership 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	
 	 	
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
 	 	 	
 		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 21st day of November, 1995.
 	  See Attached Exhibit A	
 		
 	 	(Name of Partnership)	
 	 	 	
 	BY:	  XXXXXX	
 	 		
 	 	 (Signature)	
 	 	 	
 	TITLE:	 XXXXXX	

EXHIBIT A
AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
FIFTEEN HORSHAM, L.P.
1.	The name of the Partnership is Fifteen Horsham, L.P.	
 	 	
2.	The registered office of the Partnership in the Commonwealth of Pennsylvania is Horsham Business Center, 1155 Business Center Drive, Suite 150, Horsham, Montgomery County, PA 19044.	
 	 	
3.	The date of filing of the original certificate was November 15, 1995.	
 	 	
4.	C/N Oaklands I, Inc. is withdrawing as the General Partner of the Partnership, effective as to the date of filing this Certificate.	
 	 	
5.	Effective as to the date of filing, Witmer Operating Partnership I, L.P. is admitted as the General Partner of the Partnership. The name and address of the new General Partner of the Partnership is:	
 	 	 	
 		Witmer Operating Partnership I, L.P.
Horsham Business Center, 
1155 Business Center Driver, Suite 150
Horsham, PA 19044.	
 	 	
6.	This Certificate may be executed in separate counterpart copies, each of which shall be considered an original and all of which shall be one and the same Certificate.	
 	 	 	
WITHDRAWING GENERAL PARTNER:	 	 	
 	 	 	 	 	
 	 	 	C/N OAKLANDS I, INC.	
 	 	 	 	 	
 		 	By: 	/s/ Anthony A. Nichols	
 	 	 	 		
 		 	 	Name:  Anthony A. Nichols	
 	 	 	 	Title:  President	

 	 	 	
NEW GENERAL PARTNER:	 	 	
 	 	 	 	 	
 	 	 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	 	 	 	 	
 	 	 	By: 	BRT WITMER, INC.	
 	 	 	 	 	
 	 	 	By: 	/s/ Anthony A. Nichols	
 	 	 	 		
 		 	 	Name: Anthony A. Nichols	
 	 	 	 	Title: President	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa.C.S.)	 	
 	Entity Number
2665968 	 	 	 	 	 	 	
 			 	 	 	 	 	
 	 	 	 	  Limited Partnership (§ 8512)	 	 	 	
 	 	 	 	  Limited Liability Company (§ 8951)	 	 	 	
 	 	 	 	 	 	 	 	 	
 	Name 	"UNREADABLE TEXT"	 	Document will be returned to the name and address you enter to the left.	 	
 		 		 	
 	Address	"UNREADABLE TEXT"	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
“ Fifteen Horsham, L.P.”	

 	 	 	
 	 	 	
 	2.	The date of filing of the original Certificate of limited Partnership/Organization:
11-15-95	

 	 	 	
 	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	

 	 	 	
 	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

4th day of June, 2002

Fifteen Horsham, L.P.
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

	 	
 	 	 	Signature

(See Exhibit B attached)
	 	
 	 	 	Title	 	

EXHIBIT A

TO CERTIFICATE OF AMENDMENT

FIFTEEN HORSHAM, L.P.
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

EXHIBIT B
to
CERTIFICATE OF AMENDMENT
FIFTEEN HORSHAM, L.P.
 	By:	Witmer Operating Partnership I, L.P., a Delaware 
limited partnership, General Partner	
 	 	 	
 	By:	Brandywine Witmer, L.L.C., a Pennsylvania 
limited liability company, its general partner	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	Brad A. Molotsky, Secretary	

Exhibit 3.67
AGREEMENT OF LIMITED PARTNERSHIP
OF
FIFTEEN HORSHAM, L.P.
Dated as of November 21, 1995

TABLE OF CONTENTS
 	 	Page	
 	 	 	
Section 1.	Partners and Name.	1	
Section 2.	Partnership Purposes.	2	
Section 3.	Term of Partnership.	3	
Section 4.	Principal Place of Business: Registered Office.	3	
Section 5.	Partnership Interests.	3	
Section 6.	Management.	4	
Section 7.	Capital.	9	
Section 8.	Allocation of Income and Losses.	12	
Section 9.	Distributions.	13	
Section 10.	Actions and Compensation of Partners.	14	
Section 11.	Transactions with Affiliates.	15	
Section 12.	Books, Records and Financial Reports.	15	
Section 13.	Restrictions on Transfer.	16	
Section 14.	Take Along Rights.	18	
Section 15.	Admission of Additional Partners.	18	
Section 16.	Representations, Warranties and Covenants.	19	
Section 17.	Death, Legal Incompetency or Bankruptcy of a Limited Partner.	19	
Section 18.	Dissolution Events.	20	
Section 19.	Winding up, Liquidation and Dissolution.	21	
Section 20.	Liabilities.	23	
Section 21.	Power of Attorney.	24	
Section 22.	Successors and Assigns.	25	
Section 23.	Notice.	25	
Section 24.	Certain Matters.	26	
Section 25.	Governing Law.	26	
Section 26.	Entire Agreement.	26	
Section 27.	Captions.	27	
Section 28.	Amendment.	27	
Section 29.	No Third Party Beneficiary.	28	
Section 30.	Estoppels. Etc.	28	
Section 31.	No Waiver.	28	
Section 32.	Severability.	28	
-i-

          This AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”) made and entered into as of November 21, 1995 by and between WITMER OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership, as general partner (the “General Partner”) and a limited partner and BRT Witmer Inc., a Pennsylvania corporation (“BRT”) as limited partners (together with any persons who may hereafter be admitted to the Partnership as limited partners, individually, a “Limited Partner” and collectively the “Limited Partners”). The General Partner, the Limited Partners and such other persons as may become partners of the partnership (as defined herein) in accordance with this Agreement are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner.”
          By Certificate of Limited Partnership filed with the Secretary of State of the Commonwealth of Pennsylvania on November 15, 1995, Fifteen Horsham, L.P. (the “Partnership”) was formed with C/N Oaklands I, Inc. as its sole general partner and by Amended and Restated Certificate of Limited Partnership filed with the Secretary of State of the Commonwealth of Pennsylvania on November 22, 1995, C/N Oaklands I, Inc. withdrew as general partner and Witmer Operating Partnership I, L.P. was admitted as the sole General Partner and one or more other persons as limited partner(s).
          In connection with the formation and capitalization on the date hereof of the General Partner: (a) the General Partner has acquired a ninety-nine and nine-tenths percent (99.9%) General Partnership Interest (as defined herein) and (b) BRT has acquired a one-tenths percent (0.1%) Limited Partnership Interest.
Section 1.     Partners and Name.
                    (a)     The Partners hereby elect to conduct the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect In the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”), for the purposes set forth in Section 2 hereof. The Partners shall consist of WITMER OPERATING PARTNERSHIP I, L. P. (“OP1”), as the sole General Partner, and OP1 and BRT as Limited Partners. The business and affairs of the Partnership shall be conducted under the name set forth above or such other name as the General Partner shall, in its sole discretion, designate in writing.
                    (b)     By executing this Agreement each Partner hereby agrees that the Partnership shall be governed by the Act except as otherwise herein expressly stated. Upon or promptly after the execution of this Agreement, the General Partner shall execute and cause to be filed an Amended and Restated Certificate of Limited Partnership and such other applications, elections, certificates and documents as are required for the continuation of a limited partnership under the Act, or as tray be necessary to permit the Partnership to engage in the activities contemplated by Section 2 hereof; and the Partners shall further obtain such business licenses, certificates of qualification and other evidences of authority and shall execute all certificates, notices, statements, and other instruments as may from time to time during the term of the Partnership be necessary or appropriate in the opinion of the General Partner to the achievement of the purposes set forth in Section 2 or as may be required by applicable law so that the Partnership may conduct its business and own the Property (as defined herein).

Section 2.     Partnership Purposes.
                    The purpose of the Partnership is to directly, or indirectly through one or more Affiliates (as defined below), acquire, own, hold, construct, develop, maintain, lease, mortgage, encumber, operate, sell and/or transfer, convey or exchange one or more parcels of land and any buildings now existing or hereafter constructed thereon (collectively, the “Property”) and to enter into and perform any and all other activities as may be incidental or related thereto. To carry out these purposes the Partnership shall, subject to the terms of this Agreement and any other agreement entered into by the Partnership, have and exercise all powers now or hereafter permitted by the laws of the Commonwealth of Pennsylvania to be exercised by a limited partnership formed under the laws of that state, and to do any and all things not prohibited by law in furtherance of the business of the Partnership. Without limiting the foregoing, the Partnership shall have the right, power, and authority to: directly or indirectly, sue and be sued in all courts and participate in all proceedings; hold, purchase, receive, lease or otherwise acquire, own, improve, employ, use and deal in and with real or personal property or any interest therein; hold title to any or all of its property in the name of any partnership, corporation or other entity, including the General Partner; sell, convey, lease, exchange, transfer or otherwise dispose of or mortgage or pledge all or any of its property and assets, or any interest therein; wind up and dissolve itself as provided in this Agreement; enter into any contract (including any contracts of guaranty and suretyship with respect to the obligations of the Partnership or third parties, including any Affiliates), agreement, undertaking, arrangement, or any joint venture, partnership or association of any kind; incur liabilities, borrow or lend money, issue notes, bonds, and other obligations to any person (including, without limitation, the General Partner and other Affiliates), and secure any of its obligations (or obligations of its Affiliates) by mortgage, pledge or other encumbrance of all or any of its property (including, without limitation, mortgages in favor of or securing obligations of third parties, including its Affiliates, that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of the same or other parties, including Affiliates), franchises, and income; issue additional securities of any type, including interests, rights, Options, or warrants; lend money, invest and reinvest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested; hire any and all persons as employees, agents, independent contractors, consultants or otherwise; provide insurance for its benefit on the life of any of its Partners or their partners, officers, directors or employees; guaranty, purchase, take, receive, subscribe for or otherwise acquire, own, hold, use or otherwise employ securities or interests in any entity (including joint ventures, corporations, and general and limited partnerships); and to take or cause to be taken all actions and to perform all functions necessary or appropriate to conduct the business of the Partnership.
                    As used herein, the term “Affiliate” shall mean any corporation, partnership or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Partnership. The Affiliates of the Partnership include on the date hereof (without limitation) the General Partner and any partnership in which the General Partner, BRT or the Partnership is a general partner.
-2-

Section 3.     Term of Partnership.
                    The term of the Partnership has commenced and shall continue until December 31, 2095, unless earlier dissolved pursuant to the terms of Section 18 hereof or by operation of law.
Section 4.     Principal Place of Business: Registered Office.
                    The principal place of business and the registered office of the Partnership is at the offices of the General Partner, Horsham Business Park, 1155 Business Center Drive, Suite 150, Horsham, PA 19044, or at such other location as the General Partner shall from time to time determine.
Section 5.     Partnership Interests.
                    (a)     The Partnership shall initially have two classes of partnership interests (“Partnership Interests”): (i) general partnership interests (“General Partnership Interests”); and (ii) limited partnership interests (“Limited Partnership Interests”).
                    (b)     The General Partner may in its sole discretion cause the Partnership to create and issue such additional classes of Partnership Interest with such rights, privileges,, and franchises as it determines to be appropriate. Any such issuance nay be made by the General Partner, acting singly without the consent of any other Partner, by setting forth either in an amendment or an addendum to this Agreement, the relative rights, obligations, duties, and preference of each new class of securities or interests that is created. A copy of this Agreement as so amended, or the addendum as so adopted, as the case may be, shall be provided to each other Partner. All filings necessary to be made under the Act or applicable law in connection with the creation of any such interest shall be made by the General Partner on behalf of the Partnership. No Partner shall have any preemptive or other rights to subscribe for or acquire any additional securities, interests or indebtedness which may be issued by the Partnership.
                    (c)     The General Partner may solicit and accept additional capital contributions from any Partner or other person and/or cause the Partnership to ‘issue additional partnership interests, rights, options or warrants exercisable for or convertible into partnership interests, or any other “securities” of any type or class whatsoever. Any such securities may be issued for cash, property, services, or such other type, form, and amount of consideration (including notes, other evidences of indebtedness or obligations of the person acquiring the security as the case may be) as the General Partner may determine to be appropriate.
                    (d)     Any person may hold more than one class of Partnership Interest at the same time, and in such event shall for the purposes of this Agreement be separately entitled to the rights afforded a Partner in each of such classes under this Agreement. To the extent that a General Partner contributes to the capital of the Partnership as a Limited Partner or purchases any Limited Partner’s Partnership Interest, it shall be treated in all respects as a Limited Partner as to such interest.
                    (e)     No Limited Partner shall either directly or indirectly take any action to require partition or appraisal of the Partnership or any of its assets or properties or cause the sale 
-3-

of any Partnership property, and notwithstanding any provision of applicable law to the contrary, each Partner (and its or his legal representatives, successors or assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its or his Partnership Interest, or with respect to any assets or properties of the Partnership, except’ as expressly provided in this Agreement.
                    (f)     All real and personal property owned by the Partnership shall be owned by the Partnership as an entity, and insofar as permitted by applicable law, no Partner shall have any ownership interest in such property in his or its individual name or right. Each Partner’s interests in and to all Partnership property shall be personal property for all purposes. Without limiting or expanding the foregoing, to the extent allowable under applicable law, the Partnership may hold title to all or any part of its properties or assets in the name of an individual, corporation, partnership, trust or otherwise, the beneficial interest in which shall at all times be vested in the Partnership, and may agree that any such title holders be vested with all or any part of the powers which might otherwise reside in the Partnership. Any such title holder shall perform any and all of their respective functions to the extent and upon such terms and conditions as may be determined from time to time by the General Partner in its sole discretion. All Partnership assets shall be recorded as the property of the Partnership on its books and records, regardless of the name in which legal title may be held.
Section 6.     Management.
                    (a)     The General Partner. The Partnership shall be managed by or, under the direction of the General Partner. Unless otherwise specifically set forth herein, all decisions relating to the business and affairs of the Partnership shall be made, and all action proposed to be taken by or on behalf of the Partnership shall be taken, by or under the direction of the General Partner in its sole and absolute discretion and without the consent of the Limited Partners. All such decisions or actions made or taken by or under the direction of the General Partner hereunder shall be binding upon all of the Partners and the Partnership. All approvals, consents, or ratifications of actions taken by the General Partner required herein may be prospective or retroactive.
                    (b)     Specific Power and Authority of the General Partner. Subject to any limitations expressly set forth herein, the General Partner shall have and exercise, and is hereby granted, all of the powers of the Partnership and full, exclusive, and complete authority and discretion in the management and control of the Partnership. Without limiting the foregoing, the power and authority of the General Partner to make all decisions with respect to the business and affairs of the Partnership and to take such action for and on behalf of the Partnership as it may deem necessary or appropriate to enable the Partnership to carry out its purposes shall include, without limitation, the full and complete power and authority, without the consent of the Limited Partners, to do the following:
                              (i)     borrow money, procure loans and advances from, for and on behalf of the Partnership (including, without limitations, loans made by the General Partner or any Affiliate to the Partnership), cause any Affiliate to borrow money from, for or on behalf of such Affiliate, to guaranty the obligations of any Affiliate for borrowed money, and to repay, 
-4-

discharge, settle, adjust, compromise or liquidate any such loan or advance, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;
                              (ii)     cause the Partnership to lend money (on either a secured or an unsecured basis) to the General Partner, any Affiliate or to any other person or entity on such terms and conditions as the General Partner determines to be necessary or appropriate;
                              (iii)     to secure any loans to the Partnership (including, without limitation, loans from the General Partner or any Affiliate or other person) or to secure loans to any Affiliate or other person or to secure any guaranty by the Partnership of either its obligations or the obligations of any Affiliate or other person, convey, mortgage, pledge, assign, or hypothecate, for and on behalf of the Partnership or any Affiliate of the Partnership all or any part of the Property or other assets of the Partnership; to secure any of its obligations (or any obligation of any of its Affiliates, (including obligations of the General Partner)) by mortgage, pledge or other encumbrance of all or any of the Partnership’s property or assets (including, without limitation, mortgages securing obligations of Affiliates or other persons that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of such or other Affiliates and persons); to grant any right which it deems necessary or appropriate to be granted with respect to any properties or assets of the Partnership, including, without limitation, easements and other rights appertaining to real property held by the Partnership;
                              (iv)     execute and deliver for and on behalf of the Partnership or any Affiliate or other person any contract necessary or incidental to the operation of the property or any business of the Partnership (including any contract of guaranty or suretyship), any promissory note, bond, deed of trust, mortgage, security agreement, financing statement, lease, assignment of leases, guaranty, or other obligation or evidence of indebtedness and all instruments required or advisable in connection with any such instrument;
                              (v)     obtain insurance on the Property and any other assets of the Partnership;
                              (vi)     acquire and hold the Property and such other real property, tangible and intangible personal property (including, without limitation, securities or other interests in any entity, and to acquire any such securities or interests in exchange for real or personal property) and other assets as may be necessary or desirable to carry on the business, of the Partnership, or to cause any Affiliate in which the Partnership is a partner or shareholder to acquire and hold’ real property, tangible and intangible personal property and other assets; and to sell, lease, mortgage, pledge, assign, hypothecate, develop, manage, use, operate, exchange or otherwise dispose of such real property, tangible and intangible personal property and other assets upon such terms and conditions as the General Partner deems necessary or appropriate;
                              (vii)     construct, develop, maintain, operate, improve and sell any or all properties owned by the Partnership, or cause such properties to be constructed, developed, maintained, and operated and improved by any Affiliate including, expressly, the power and authority to consummate any interim or permanent financing with respect thereto;
-5-

                              (viii)     lease the Property and any property owned by any Affiliate and collect all rentals and all other income accruing to the Partnership or such Affiliate, and to pay all acquisition and construction or development costs and all expenses of operation, whether capital or otherwise with respect to the Property and/or such properties owned by an Affiliate; -
                              (ix)     prepare, or have prepared, and file all tax returns for the Partnership and make all tax elections for the Partnership, including any election under Section 709 of the Internal Revenue Code of 1986, as amended (the “Code”), to amortize certain organizational expenditures incurred by the Partnership over a period of not less than 60 months, and an election under Code Section 754, provided, however, that the Partner or Partners requesting that the Partnership make such election under Code Section 754 shall reimburse the Partnership for any additional costs incurred by the Partnership in making the election for and on behalf of the Partnership;
                              (x)     institute, prosecute, defend and settle any legal, arbitration or administrative actions or proceedings on behalf of or against the Partnership or any Affiliate or other person (including, without limitation, any insurance claims), as the General Partner, in its sole discretion, may deem necessary or desirable;
                              (xi)     maintain and operate the assets of the Partnership or any Affiliate or other person or any part or parts thereof;
                              (xii)     employ, engage or contract with and dismiss or terminate the employment of, supervise and compensate such persons, firms or corporations for and in connection with the business of the Partnership or any Affiliate and the acquisition, development, ‘improvement, operation, maintenance, management, leasing, financing, refinancing, sale, exchange or other disposition of any assets of the Partnership or any Affiliate or other person or any interest in any of such assets as the General Partner, in its sole discretion, may deem necessary or desirable;
                              (xiii)     pay any debts and other obligations of the Partnership or Affiliate and to cause any Affiliate to pay the debts and obligations of such Affiliate, including amounts due under any construction and permanent financing of improvements and other loans to the Partnership or such Affiliate, as the case may be, and costs of operation and maintenance of the assets of the Partnership or such Affiliate, as the case may be;
                              (xiv)     pay all taxes, assessments, rents and other impositions applicable to the assets of the Partnership or any Affiliate and undertake when appropriate any action or proceeding seeking to reduce such taxes, assessments, rents or other impositions;
                              (xv)     deposit or invest all monies received by the General Partner for or on behalf of the Partnership or any Affiliate as the General Partner shall deem appropriate and to conduct all banking transactions, open, maintain ‘and close bank accounts and change signatories on such accounts, and to draw checks and other orders for the payment of monies and to disburse all funds on deposit and liquidate such investments on behalf of the Partnership or such Affiliate in such amounts and at such times as the same may be required;
-6-

                              (xvi)     sell or otherwise transfer all, substantially all or any of the Property and other assets of the Partnership or to cause any Affiliate to sell or otherwise transfer all or any of its properties and other assets, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;
                              (xvii)     act as the tax matters partner for the Partnership or any Affiliate (within the meaning of Code Section 6231);
                              (xviii)     perform other obligations provided elsewhere in this Agreement to be performed by the General Partner, including, without limitation, the preparation of all financial reports, the maintenance of the Partnership books and records;
                              (xix)     in connection with borrowings made by or on behalf of the Partnership from the General Partner, mortgage, pledge, or otherwise grant securities interests on any or all of the Partnership’s assets or properties to secure the obligation of the Partnership to the General Partner and the obligations of the General Partner to its lenders in respect of any such borrowings or otherwise; and 
                              (xx)     take any and all other actions as the General Partner may deem necessary or appropriate in furtherance of the business of the Partnership.
                    The General Partner shall be entitled to act upon any resolution, certificate, statement, agreement, document, or other instrument, and to consult with legal counsel, accountants, appraisers, and other professionals and persons, and to rely upon the authenticity and genuineness of all such writings and the advice of such persons in connection with the business of the Partnership. Any act which may be taken by the General Partner hereunder, may be taken by any’ of its duly authorized officers or any attorney-in-fact for either the General Partner or such officers.
                    By executing this Agreement, each Limited Partner hereby expressly consents to any exercise by the General Partner of any or all of the foregoing powers.
                    (c)     Guaranty of Obligations of the General Partner. Without limiting the provisions of Sections 2, 6(a) or 6(b) above, the General Partner and each Limited Partner expressly acknowledge and agree that the Partnership’s financial standing and economic viability depend in large part on the financial standing and economic viability of the General Partner and its Affiliates, including the General Partner’s ability to borrow funds for the benefit of the General Partner and all of its Affiliates, and to secure such borrowings with first and subordinate liens on real property. The General Partner and each Limited Partner hereby consent and agree to any and all guarantees by the Partnership of indebtedness for borrowed money and other obligations of the General Partner and/or any other Affiliate. The General Partner and each Limited Partner hereby consent and agree that it is a good and valid Partnership purpose given for good and valuable consideration for the benefit of all the Partners for the Partnership to convey, mortgage, assign, pledge and/or hypothecate the Property, any tangible or intangible personal property or any other assets of the Partnership as security for any such guaranty or as security for the obligations or liabilities of the General Partner and/or any other Affiliate. The foregoing is given with the understanding and agreement that the General Partner and each other 
-7-

Affiliate for whose benefit any such guaranty is given will have the power and authority to guaranty obligations and liabilities of the Partnership.
                    (d)     Evidence of Authority of General Partner. The signed statement of the General Partner, reciting that it has authority to undertake any act, when delivered to any third party, shall be all the evidence such third party shall need concerning the capacity or authority of the General Partner to so act, and any such third party shall be entitled to rely upon such statement and shall not be required to inquire further as to any of the facts contained in such statement, said facts being deemed to be true insofar as such third party is concerned.
                    (e)     Limited Partners. The Limited Partners shall have no right or authority to act for or to bind the Partnership and shall not participate in the conduct, management or control of the Partnership’s affairs or take any action that would cause a default or non-compliance under any contract or agreement to which the Partnership is a party or which is related to the use, operation, maintenance, development or financing of the Partnership’s properties or assets. No Limited Partner may voluntarily withdraw from the Partnership without the prior consent of the General Partner, which consent may be given or withheld in the sole discretion of the General Partner.
                    Each Limited Partner hereby waives any rights which he might otherwise have under applicable law as a creditor with respect to any distribution to be made hereunder to the maximum extent permitted by the Act.
                    (f)     Specific Consent. The Limited Partners hereby specifically consent and agree in accordance with the Act that the General Partner shall have the right, power and authority, notwithstanding anything in the Act to the contrary, to (i) sell all or substantially all of the assets of the Partnership, (ii) confess judgment against the Partnership or execute any note, mortgage or other agreement containing a provision pursuant to ‘which judgment may be confessed against the Partnership or its assets, (iii) pledge or mortgage any or all of its assets as security for the repayment of any loans to the Partnership (including, without limitation, loans made to the Partnership by its General Partner whether at the time of the Formation or otherwise), and (iv) take any other action not inconsistent with the terms of this Agreement, in each case without the further consent of the Limited Partners, which consent shall be deemed to be granted hereby.
                    (g)     Certain Limitations. Certain of the Limited Partners are or may become limited partners or equity holders of interests in the General Partner or one or more of its successors or assigns. As a result, such Limited Partners may have, pursuant to the constituent documents of the General Partner or its successors and assigns, certain rights to consent to, vote upon, approve, or otherwise become engaged in or with the taking of certain actions by the General Partner. Nothing in this Agreement shall be understood to qualify, modify-, limit, abridge, or otherwise affect any such right which such Limited Partner may have in its capacity as a partner or equity holder in the General Partner or any successor thereto or assignee thereof.
-8-

Section 7.     Capital.
                    (a)     Initial Capital Contributions. On or prior to the date hereof, the Partners have contributed to the capital of the Partnership or shall be deemed to have contributed to the capital of the Partnership an amount equal to such Partner’s Capital Interest (as defined below) multiplied by the fair market value of the interests in the Partnership as of the date hereof (an “Initial Capital Contribution”).
                    (b)     Additional Capital Contributions. No Partner shall have any obligation to contribute any additional sum to the capital of the Partnership. If’ the General Partner determines that additional funds are necessary for Partnership purposes, it may, at its sole discretion, borrow such funds on behalf of the Partnership from third parties on such terms and conditions as the General Partner deems necessary or appropriate, loan such funds to the Partnership, contribute such funds to the Partnership as an additional capital contribution or obtain such funds through the issuance of securities as provided in Section 5(c) above. Any loans by the General Partner to the Partnership shall bear interest at such reasonable rate as the General Partner shall determine, not exceeding 1.0%. per annum over the greater of the General Partner’s average cost of funds or the rate of interest charged on the General Partner’s principal bank line of credit, in each case as the same may change from time to time. Any loans by the General Partner to the Partnership shall be paid out of available Operating Cash Flow from the Partnership before any distribution shall be made to the Partners.
                    (c)     Percentage Interest. The Partners shall have interest in the Partnership as set forth below:
 	 	Interest	 	 	
 	 		 	 	
 	General Partner	99.9	%	 	
 	Limited Partner	0.1	%	 	
                    (d)     Adjustments to Percentage Interests. Upon the admission of any additional Partners to the Partnership, or upon the making of any additional Capital Contribution to the Partnership by a Partner, the percentage interests of the Partners shall be adjusted, so that their respective percentage interests shall be the percentage that each Partner’s aggregate Capital Contributions to the Partnership bears to the aggregate Capital Contributions of all Partners to the Partnership at the applicable time of determination or, in such other manner as may be agreed to by all Partners. In any such event, the allocation provisions of the Agreement shall be amended as may then be required by the Code and the rules and regulations thereunder.
                    (e)     No Interest, Etc. No Partner shall be entitled to (i) receive any interest or other compensation on or with respect to its Capital Contributions or withdraw any part of its capital contributions or receive any distribution, except as provided in Sections 9 and 19 hereof; or (ii) demand or receive any property from the Partnership other than cash.
                    (f)     Establishment of Capital Accounts.
                              (i)     General Rule. A capital account shall be established for each Partner (hereinafter referred to as “Capital Account”) in the amount of such Partner’s Initial 
-9-

Capital Contribution and shall be determined and maintained in accordance with the rules of Treasury Regulation (“Treas. Reg.”) §1.704-1(b) (2) (iv). Pursuant to such rules, a Partner’s Capital Account shall be increased by:
                                        (A)     the amount of money contributed by the Partner to the Partnership;
                                        (B)     the fair market value of – property (other than money) contributed by, or on behalf of, the Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership assumes or subject to which it takes the property); and
                                        (C)     allocations to the Partner of Partnership income and gain (or items thereof), including income and gain exempt from tax and income based on the book values ‘described in Section 7(h) of this Agreement; and decreased by: 
                                        (D)     the amount of money distributed to the Partner by the Partnership;
                                        (E)     the fair market value of property (other than money) distributed to the Partner by the Partnership (net of liabilities secured by such distributed property that the Partner assumes or subject to which he takes the property);
                                        (F)     allocations to the Partner of expenditures of the Partnership not deductible in computing its taxable income and not properly chargeable to capital account (including organization or syndication expenditures not deductible by the Partnership pursuant to Code Section 709 and losses disallowed to the Partnership under Code Sections 267(a) (1) or 707(b)); and
                                        (G)     allocations of Partnership loss and deduction (or items thereof), including loss and deduction described in Section 7(h) of this Agreement but excluding items described in clause (F) above and percentage depletion in respect of an item of depletable property of the Partnership in excess of the adjusted tax basis of such property;
and shall otherwise be adjusted in accordance with the remaining provisions of this Section 7.
                              (ii)     For purposes of paragraphs (g) through (1) of this Section 7, except as otherwise provided herein, the fair market value of property contributed to the Partnership or distributed by the Partnership, if permitted under Treas. Reg. §1.704-1(b) (2) (iv), shall be the value assigned to such property by agreement between the General Partner and the Partner (other than the General Partner) by which such property is contributed or to which such property is distributed. If no such agreement as to value is made, the fair market value of such property shall be determined by an appraisal.
                    (g)     Special Rules Regarding Distributions of Property. If property (other than money) is distributed to a Partner (whether in liquidation of his interest or otherwise) then immediately prior to such distribution, the Capital Accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent ‘in such property (that has not been reflected in the Capital Accounts previously) would be allocated 
-10-

among the Partners if there were a taxable disposition of such property for the fair market value of the property (but not less than the amount of any nonrecourse indebtedness to which such property is subject) on the date of ‘distribution.
                    (h)     Property Carried at a Book Value Different from Tax Basis. If, pursuant to provisions of this Section 7, property is reflected in the Capital Accounts of the Partners and on the books of the Partnership at a book value that differs from the adjusted tax basis of such property, then the adjustments to Capital Accounts in respect of such property prescribed in Sections 7(f) (i) (C), 7(f) (i) (G) and 7(g) shall be determined by reference to depreciation, depletion, amortization, gain or loss as computed for book purposes and no further adjustments shall be made to the Capital Accounts to reflect the Partner’s shares of the corresponding tax items. For the purposes of computing such adjustments to Capital Accounts, the amount of book depreciation, depletion, or amortization for a period with respect to an item of partnership property shall be the amount that bears the same relation to the book value of such property as the depreciation (or cost recovery deduction), depletion, or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property. If such property has a zero adjusted tax basis, the General Partner may select any reasonable method of computing book depreciation, depletion or amortization with respect to such property.
                    (i)     Transfers of Interests in the Partnership. Upon the transfer of all or a part of an interest in the Partnership, the Capital Account of the transferor that is attributable to the transferred interest shall carry over to the transferee, adjusted as provided in Section 7(j). If, however,, the transfer of an interest in the Partnership causes a termination of the Partnership for federal income tax purposes, then the Capital Account that carries over to the transferee and the Capital Accounts of all other Partners will be recomputed as though all property and liabilities of the Partnership had been distributed in accordance with existing Capital Account balances, adjusted in accordance with Section 7(g), and recontributed to the Partnership (or, in the case of liabilities, reassumed by the Partnership) as though such contributions were being made upon the formation of a new partnership, in accordance with the constructive liquidating distributions and recontributions deemed to occur under Treas. Reg. §1.708-1(b) (1) (iv) (or any successor provision).
                    (j)     Adjustments to Capital Accounts in Connection with an Election under Code Section 754. Upon an adjustment to the adjusted tax basis of Partnership property pursuant to Code Sections 732, 734 or 743, the Capital Accounts of the Partners shall be adjusted as provided in Treas. Reg. §1.704-1(b) (2) (iv) (m) (or any successor provision).
                    (k)     Revaluations of Partnership Property. Upon (i) a contribution of money or other property to the Partnership by a new or existing Partner as consideration for an interest in the Partnership or (ii) a distribution of money or other property by the Partnership to a retiring or continuing Partner as consideration for relinquishment of an interest in the Partnership, the Capital Accounts of the Partners may, in the discretion of the General Partner, be adjusted to reflect the manner in which the unrealized income, gain, loss or deduction inherent in all Partnership property for federal income tax purposes (that has not been reflected in the Capital Accounts of the Partners previously) would be allocated among the Partners under Section 8 of this Agreement if there were a taxable disposition of all Partnership property for its fair market 
-11-

value immediately prior to such contribution or distribution. For purposes of this Section 7(k) the fair market value of Partnership property shall be the value (but not less than the amount of any nonrecourse indebtedness to which such property is subject) assigned to such property by agreement between the General Partner and the contributor or distributee Partner, as the case may be. If such agreement as to value is not made, then the fair market value of such property shall be determined by appraisal by an M.A.I. appraiser selected by the General Partner.
Section 8.     Allocation of Income and Losses.
                    (a)     General Rules of Allocation. Net Profit, Net Losses and all items of income, gain, loss and deduction, whether or not includible or deductible for federal income tax purposes, shall be credited to or debited against the Partners’ respective Capital Accounts as set forth in this Section 8. It is intended that, as a result of such allocations and the application of Section 7(e), all liquidating distributions made pursuant to Section 19 shall be identical to the amounts that would be distributed to each Partner if such distributions were made instead pursuant to Section 9(c).
                    (b)     Net Profits and Losses. “Net Profits” or “Net Losses” for any fiscal year or other period shall be an amount equal to the sum of (i) the Partnership’s taxable income or loss for such year or period as shown or reported on the Partnership’s U.S. Partnership return of income (but computed as provided in Section 7(g)), and (ii) any income of the Partnership for such year or period exempt from federal income taxation, reduced by (iii) any expenditures of the Partnership for such year or period not deductible in computing its taxable income and not properly capitalized for federal income tax purposes.
                    (c)     Net Profits. Net Profits of the Partnership for any fiscal year or other period shall be allocated to the Partners as follows:
                              (i)     First, to those Partners having negative Capital Account balances, in proportion to such negative balances, until such negative balances are eliminated;
                              (ii)     Second, to those Partners for whom the Initial Capital Contribution reduced by distributions of Extraordinary Cash Flow under Section 9(c) (i) (the “Unrepaid Capital Contribution”) exceeds its Capital Account balance, in proportion to such excesses, until any such excesses are eliminated; and
                              (iii)     Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.
                    (d)     Net Losses. Net Losses of the Partnership for any Fiscal Year or other period shall be allocated to the Partners as follows:
                              (i)     First, to those Partners whose Capital Account balances exceed their Unrepaid Capital Contributions, in proportion to such excesses, until such excesses are eliminated;
                              (ii)     Second, to those Partners having positive Capital Account balances, in proportion to such positive balances until such positive balances are eliminated; and
-12-

                              (iii)     Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.
                    (e)     Distributive Share for Federal Income Tax Purposes. The Partnership shall report each Partner’s distributive share of Net Profits, Net Losses and items of income, gain, loss and deduction in accordance with the rules of Section 704(b) and (c) of the C6de, as determined by the General Partner upon the advice of the Partnership’s accountants and/or tax counsel. Except as otherwise provided herein, each Partner’s share of each item of Partnership income, gain, loss or deduction for each taxable period shall equal such Partner’s share of Net Profits or Net Losses for such period. For Federal income tax purposes, the Partnership shall use the “remedial allocation method,” as described in Treas. Reg. §1.704-3(d), to allocate income, gain, loss or deduction with respect to any property contributed by a Partner to the Partnership and with respect to any property for which differences between book value and adjusted tax basis are created pursuant to Section 7(k). These allocations shall not affect the Partner’s Capital Account.
                    (f)     Deficit in Capital Account. No Partner shall be required to restore any deficit balance in its Capital Account to the Partnership except as required by the Act or as provided in Section 19 of this Agreement.
Section 9.     Distributions.
                    (a)     Definitions. For purposes of. this Section 9, the following terms shall have the respective meanings set forth below:
Operating Cash Flow: As to any fiscal year or portion thereof, Operating Revenues less Partnership Expenses and a reserve in a reasonable amount determined by the General Partner for working capital, payment of future known or reasonably foreseeable expenditures, obligations, or liabilities of the Partnership, and repairs, replacements, and improvements to any Partnership assets.
Operating Revenues: As to any fiscal year or portion thereof, the total cash receipts of the Partnership less “Capital Transaction Proceeds” (the proceeds from Capital Contributions or from any sale, refinancing or any similar transaction with respect to the Partnership’s assets and less insurance proceeds), Capital Contributions, loans, any properly unapplied advance rentals in connection with the leasing of any Partnership assets (which shall be Operating Revenues when applied), and any unforfeited security deposits of tenants of any Partnership assets.
Partnership Expenses: As to any fiscal year or portion thereof, all expenditures, expenses, and charges related to the management and operation of the Partnership and the conduct of its business and affairs and the ownership, leasing, operation, improvement, construction, development, maintenance and upkeep of any of its assets.
Extraordinary Cash Flow: As to any fiscal year or portion thereof, the proceeds from the sale of any real property by the Partnership (a “Capital Transaction”) less any expenses, costs, or liabilities incurred by the Partnership in effecting any such sale, and an amount set aside or committed by the General Partner for repair, improvement and replacement to or of any Partnership assets.
-13-

                    (b)     Distributions of Operating Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Operating Cash Flow to the Partners in proportion to their respective Profits Interests.
                    (c)     Distributions of Extraordinary Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Extraordinary Cash Flow, if any, to the Partners in the following order of priority:
                              (i)     First, to the Partners in proportion to, and up to, the amounts of their respective Unreturned Capital Contributions; and
                              (ii)     Any remaining amounts, to the Partners in proportion to their respective Profits Interests.
Section 10.     Actions and Compensation of Partners.
                    (a)     Except as set forth in this Section 10, no Partner shall receive or be entitled to any compensation or reimbursement for its services to or expenses incurred in connection with the Partnership.
                    (b)     The General Partner shall be entitled to receive reimbursement from the Partnership for all costs and expenses incurred by it in connection with the conduct of the business of the Partnership, or paid by it for the account of the Partnership, including, without limitation, reasonable charges for the management of the Partnership and for maintaining the books and records of the Partnership and all costs and expenses of maintaining the Partnership’s existence and good standing as well as all legal and accounting fees allocable to the Partnership.
                    (c)     To compensate the General Partner for its services in connection with the leasing and management of the Property, the Partnership may,. subject to Section 24, enter into management, leasing, agency or similar agreements in form acceptable to the General Partner, in its sole discretion, with the General Partner or an Affiliate and pay to the General Partner or an Affiliate all management and leasing fees and commissions payable thereunder.
                    (d)     Nothing in this Agreement shall be deemed to restrict in any way the freedom of any Partner (including, without limitation, the General Partner) or any person, firm or corporation affiliated with any Partner to conduct or engage in any business or activity whatsoever, for its own account and without regard to the business of the Partnership, including, without limitation, acquiring, developing, promoting, leasing, selling or exploiting real property and functioning as a real estate broker, agent or consultant, regardless of the location of the real estate involved in such business or activity; and neither the Partnership nor any Partner shall have any rights in or to, or any right to an accounting for, any income or profit derived by any other Partner or its Affiliate(s) from such business or activity. In this regard, the Partners specifically acknowledge that the General Partner and Affiliates of the General Partner presently engage in businesses which are or may be directly competitive with the business of the Partnership; provided, however, that nothing in this paragraph shall abridge or expand the rights of any Limited Partner under any non-competition agreement or other similar arrangement which it may have entered into with the General Partner or any other Partner.
-14-

Section 11.     Transactions with Affiliates.
                    (a)     The General Partner is authorized to enter into agreements on behalf of the Partnership with Affiliates of the General Partner, or persons affiliated with the Limited Partners, provided that any such agreement is made on terms which the General Partner, in its sole discretion, deems reasonable and in the best interest of the Partnership. This Agreement shall not give the Partnership or any Partner any interest in, or right to, any such business or activity or any proceeds, income or profit thereof or therefrom, and no Partner shall be obligated hereunder to offer any business opportunity to the Partnership or to any other Partner. The fact that a Partner is directly or indirectly interested in, affiliated or connected with any person, firm or corporation shall not prevent the Partnership from employing or retaining any such person, firm or corporation to render or perform a service or from purchasing merchandise or property from any such person, firm or corporation, and neither the Partnership nor any Partner, as such, shall have any rights in or to any income or profit derived by any such person, firm or corporation as a result of such employment, retainer or purchase.
                    (b)     Without limiting the foregoing, the Partners specifically acknowledge that the Partnership expects to enter into various arrangements with the General Partner and its Affiliates (including BRT) to provide for the management, leasing, and maintenance of Partnership property. By executing this Agreement, each Partner hereby acknowledges that it is anticipated that the Partnership will borrow money from the General Partner, BRT and other Affiliates or from lenders to the General Partner, BRT or other Affiliates and lend money (on both a secured and unsecured basis) to the General Partner, BRT and other Affiliates and, in certain instances, secure such borrowings by pledges and mortgages of all or substantially all of its properties and assets.
Section 12.     Books, Records and Financial Reports.
                    (a)     The Partnership shall maintain or cause to be maintained at its principal place of business books of the Partnership showing all receipts, expenditures, assets, liabilities, profits and losses, and shall maintain all other records necessary for recording the Partnership’s business and affairs. The books of the Partnership shall be kept on the accrual method of accounting used for federal income tax purposes or such other basis as the General Partner shall determine. Such books and records shall be open to the inspection of each Partner or the duly authorized representatives of such Partner upon reasonable notice at reasonable times during normal business hours to the extent required by the Act; provided, however, that the General Partner may keep confidential from the Limited Partners for such reasonable period of time as the General Partner deems appropriate, any information that the General Partner in good faith reasonably believes is not in the best interests of the Limited Partners or the Partnership to reveal.
                    (b)     The General Partner is hereby designated as the Tax Matters Partner of the Partnership within the meaning of Section 6231(a) (7) of the Code. The General Partner shall make al]. decisions as to accounting principles and all elections required or permitted to be made by the Partnership under the Code pertaining to the method of depreciation and deductibility of costs and expenses for the purposes of determining the Partnership’s distributable income and losses as well as for federal income tax reporting purposes.
-15-

                    (c)     The fiscal year of the Partnership shall be the calendar year.
                    (d)     Within sixty (60) days following the last day of each of the first three fiscal quarters of each fiscal year, the General Partner, at the expense of the Partnership, shall cause to be prepared and furnished to the Partners a financial account of the Partnership prepared on such basis as the General Partner shall determine to be appropriate.
                    (e)     Within ninety (90) days following the last day of each fiscal year, the General Partner shall furnish to the Partners a financial account prepared at the Partnership’s expense by the Partnership’s independent accountants on such basis as the General Partner shall determine to be appropriate.
                    (f)     There shall be delivered to each Partner as soon as practicable and in any event within ninety (90) days after the close of each fiscal year, a copy of the Federal Partnership Return of Income (Form 1065) or other tax return filed by the Partnership.
                    (g)     The General Partner may, in its sole discretion, perform, or cause to be performed, at the Partnership’s expense, such additional audits, accountings or appraisals of the Partnership’s business any assets as it from time to time or at any time determines to be necessary or appropriate.
                    (h)     The books of the Partnership shall be closed for tax and capital account purposes on the date hereof as of the end of the day. All income, gain, loss and deduction recognized by the Partnership before such closing of the books shall be allocated. to the Partners of the Partnership immediately prior to such closing in accordance with the prior Agreement of Limited Partnership, and all such items recognized by the Partnership after such closing of the books hereof shall be included in Net Profits and Net Losses of the Partnership for the period ending on December 31, 1995 and shall be allocated among the Partners under this Agreement.
Section 13.     Restrictions on Transfer.
                    (a)     Transfer of General Partners’ Interest. The General Partner may sell, convey, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of (any such event, a “Transfer” and the taking of any such action, “To Transfer”) any Partnership Interest held by it on the date hereof or hereafter acquired by it without the consent of any Partner.
                    (b)     No Limited Partner may Transfer all or any portion of, or any right in or to, any Partnership Interest held by it on the date hereof or hereafter acquired, without the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, but may not be given until that certain $32,211,600 loan made in November 1995 by General Electric Capital Corporation (“GECC”) (the “Loan”) is paid in full. However, consent of the General Partner is deemed given to the Transfer of the all the Partnership Interest of the Limited Partners to GECC in connection with the Loan. Further, any Transfer by any Limited Partner of any interest which it may hold in the Partnership shall be made only upon such terms and conditions as the General Partner, in its sole and absolute discretion, shall approve. Notwithstanding the foregoing, it is recognized and understood that all of the interests in the Partnership held by BRT may, subject to the approval of GECC, be pledged to secure obligations of The Nichols Company to Safeguard Scientifics, Inc. and upon receipt of evidence reasonably 
-16-

satisfactory to it that GECC has consented to any such pledge, the General Partner shall also consent to it. Except as provided in the foregoing, without the consent of. the principal lender to the Partnership, no Limited Partner may pledge any portion of any interest it may hold in the Partnership to any person other than a person (or such person’s successors or assigns) holding such a pledge on the date hereof or the principal lender to the Partnership, even if the General Partner consents to such pledge. 
                    (c)     Any issuance, sale, disposition, pledge, hypothecation by any Partner other than the General Partner, or other encumbrance of capital stock, partnership interest, options, warrants, rights or other equity securities in or to any Partner other than the General Partner that is a corporation, partnership, association or other entity or by any shareholder or other owner of any Partner shall constitute a Transfer and may not be made, in the case of such a Transfer by or with respect to a Limited Partner, without the consent of the General Partner, which may be given or withheld in its sole and absolute discretion. In order to effectuate this restriction on Transfers, each Partner shall, and shall cause each owner of any interest in such Partner, to execute such agreements as may be required by the General Partner. In connection with the foregoing, each Partner understands and agrees that any direct or indirect issuance or Transfer of partnership interests or other securities in the General Partner or stock or other securities of the General Partner thereof shall not constitute, and shall not for the purposes of this Agreement be deemed to constitute, a Transfer of any interest in or to the General Partner.
                    (d)     All Transfers permitted hereunder shall be by instrument in form and substance satisfactory to the General Partner. Any Transfer in violation of this Agreement shall be null and void and shall not operate to vest any rights in any transferee. Subject to the foregoing, every transferee of any Partnership Interest who wishes to participate in the Partnership as a Partner shall execute a counterpart of this Agreement accepting and adopting all of the terms and provisions of this Agreement, as the same may have been amended, and any transferee who fails to do so shall not be entitled to any rights hereunder as a Partner or otherwise. In addition, each of the transferee and the transferor shall execute and acknowledge all such other instruments, in form and substance, satisfactory to the General Partner, as may be necessary or desirable to effectuate such Transfer on terms acceptable to the General Partner.
                    (e)     In no event shall the Partnership dissolve or terminate upon the admission of any Partner or upon any permitted Transfer of a Partnership Interest by any Partner. Each Partner hereby waives its right to dissolve, liquidate or terminate the Partnership in such event.
                    (f)     All expenses of the Partnership and of the Partners occasioned by a Transfer permitted under this Section 13 shall be borne – by the Partner effecting the permitted Transfer.
                    (g)     Each Partner hereby indemnifies and holds harmless the Partnership and each of its Partners and the Partnership against any loss, claim, cost, expense, damage or liability in respect of any Transfer (or purported Transfer) which such Partner may make (or attempt to make) in violation of this Agreement.
                    (h)     For purposes of computing allocations of income, gain, loss and deduction hereunder, the books of the Partnership shall be closed as of the beginning of the day on which 
-17-

any Transfer occurs. All income, gain, loss and deduction recognized by the Partnership before such closing of the books shall be allocated to the Partners immediately prior to such closing in accordance with this Agreement as in effect at the time such books are closed, and all such items recognized, by the Partnership after such closing of the books shall be allocated among the remaining Partners in accordance with this Agreement as thereafter in effect. Gain or loss from the sale or other taxable disposition of a Partnership Capital Asset shall be allocated to the persons who were Partners at the time such gain or loss was recognized by the Partnership.
Section 14.     Take Along Rights.
                    (a)     If at any time, the General Partner wishes to sell all, but not less than all, of its Partnership Interest in one transaction or a series of related transactions (a “Control Transaction”), the General Partner may require each other Partner (a “Take Along Partner”) to eel), all (but not less than all) of the ‘Partnership Interest held by such Limited Partner to such third party in accordance with this Section 14, subject only to compliance with applicable federal and state securities laws, as provided in Section 16(b) (ii); provided that the General Partner shall fully discharge any Pennsylvania real estate transfer taxes that may become payable as a result of its exercise of such take along rights during the first 36 months after the date hereof. In all other cases, any such sale shall be at the same pro rata price and on the same terms and conditions as the sale of the General Partner’s Interest.
                    (b)     In connection with any exercise of its rights hereunder, the General Partner shall deliver a notice to each Take Along Partner identifying the proposed closing date for the consummation of the transaction and the Take Along Partner shall deliver to the General Partner at least seven days prior to the proposed closing date all documents reasonably required by the General Partner in order to effectuate the Control Transaction and the Transfer of the Take Along Partners’ Partnership Interest free and clear of any liens, pledges, security interests, charges, equities, or other encumbrances whatsoever (“Encumbrances”) other than Encumbrance in favor of the General Partner or its shareholders or partners.
Section 15.     Admission of Additional Partners.
                    (a)     New or Substitute General or Limited Partners may freely be admitted to the Partnership by the General Partner, in its sole and absolute discretion, as a result of Transfer of Partnership Interests permitted hereunder or the issuance of additional Partnership Interests permitted hereunder. Each new Partner shall be admitted pursuant to this Section 15. The Partnership Interest of any such new Partner shall be fixed in accordance with Section 7(d) above, with an appropriate adjustment in the Partnership Interest of the existing Partners. Each new or substitute Partner shall sign a supplement to this Agreement at the time such new Partner is admitted confirming the admission of the new Partner as a Partner hereunder.
                    (b)     In connection with the admission of any new or substitute Partner to the Partnership, the General Partner shall have the power, right, and authority to amend this Agreement to reflect the rights and obligations of such new Partner, including without limitation his or its obligations to contribute to the capital of the Partnership, rights to distributions, or rights to approve or consent to Partnership actions.
-18-

                    (c)     In the event any person is admitted as a substitute General Partner, such admission shall occur contemporaneously with withdrawal of the then existing General Partner.
Section 16.     Representations, Warranties and Covenants.
                    (a)     Each party hereby represents and warrants that:
                              (i)     It (or he) has the power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby;
                              (ii)     The execution, delivery and performance by it or he of this Agreement. has been duly authorized by all necessary action and does not contravene (i) any law applicable to it or any rule, judgment, order, writ, injunction or decree of any court applicable to it, (ii) any rule or regulation of any administrative agency or other governmental authority applicable to it, (iii) its charter or by-laws (or other constituent documents), or (iv) any agreement, indenture, instrument or contract by which it is bound; and
                              (iii)     This Agreement is the legal, valid and binding obligation of such Partner, enforceable against it in accordance with its terms.
                    (b)     Each Limited Partner hereby represents and warrants to and covenants with the General Partner as follows:
                              (i)     That he or it is an “accredited investor” as defined in Rule 501 under the 1933 Act;
                              (ii)     That be or it will not distribute any of the Limited Partnership Interest held by him in violation of the 1933 Act or applicable state securities laws; and
                              (iii)     That he or it will not Transfer any Limited Partnership Interest being received by him hereunder (unless such interest shall have been registered under the 1933 Act) the General Partner shall have received such assurances as it may require (including without limitation, the opinion of counsel to the Partnership transferring its interest) to the effect that the proposed transfer will not be in violation of any of the provisions as the 1933 Act or the rules and regulations promulgated thereunder.
Section 17.     Death, Legal Incompetency or Bankruptcy of a Limited Partner.
                    The death, legal incompetency or bankruptcy of a Limited Partner shall not dissolve or terminate the Partnership. In the event the deceased, incompetent or bankrupt Limited Partner’s interest in the Partnership passes to a successor or successors in interest of such Limited Partner, such successor or successors in interest shall succeed to the deceased, incompetent or bankrupt Limited Partner’s entire interest in the Partnership and shall, ‘subject to the following sentence and upon execution of a counterpart of this Agreement, become Limited Partners of the Partnership with the same interest in the Partnership, the same rights in and to all distributions made by the Partnership, in liquidation or otherwise, and with the same share of the Partnership’s taxable income and losses as the deceased, incompetent or bankrupt Limited Partner had with respect to its interest in the Partnership. In the event a successor or successors in 
-19-

interest of the Limited Partner are admitted to the Partnership as limited partners hereunder, such successor or successors shall execute and shall deliver to the Partnership all documents that may be necessary or appropriate, in the opinion of counsel for the General Partner, to reflect their admission to the Partnership as Limited Partners and their agreement to be bound by the terms and conditions of this Agreement, and shall pay all reasonable expenses connected with such substitution. In the event that any such successor shall refuse, decline, or fail to execute written counterpart of this Agreement, such person shall not be treated as a Partner of the Partnership for any purposes whatsoever, but only as an assignee, of a right to receive distributions from the Partnership.
Section 18.     Dissolution Events.
                    The Partnership shall continue in effect until the expiration of its term, unless it shall be dissolved in the manner provided in Section 19 hereof due to the happening of any of the following events:
                    (a)     The determination by the General Partner, in its sole discretion, to dissolve the Partnership; provided, however, that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner.
                    (b)     The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment;
                    (c)     The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership;
                    (d)     The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in -which to appeal therefrom;
                    (e)     The General Partner:
                              (i)     makes an assignment for the benefit of creditors;
                              (ii)     files a voluntary petition in bankruptcy;
                              (iii)     is adjudicated a bankrupt or insolvent;
                              (iv)     files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
-20-

                              (v)     files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or
                              (vi)     seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties.
                    (f)     Dissolution by operation of law; or
                    (g)     The vote of all the Partners.
Section 19.     Winding up, Liquidation and Dissolution.
                    (a)     Upon the dissolution of the Partnership under Section 18 of this Agreement, liquidation and winding up shall be carried out by the General Partner, acting as liquidator, in accordance with the provisions of this Section 19, unless a majority in interest of the Partners agree in writing to appoint one or more substitute General Partners and to continue the business of the Partnership as provided in the Act, in which case the business of the Partnership shall be so continued. 
                    (b)     Upon dissolution of the Partnership the business of the Partnership shall continue, if necessary, for the sole purpose of winding up its affairs; provided that the process ‘Of winding up may include completion of such work as the General Partner shall consider appropriate. The rights and obligations of the General Partner with respect to management of the Partnership as set forth herein shall continue during the period of such winding up, except that if the General Partner shall have become incapacitated from exercising the management powers set forth herein because the General Partner has been liquidated or dissolved or is subject to a proceeding in bankruptcy, said powers shall pass to the General Partner’s liquidating trustee or trustee or receiver in bankruptcy as appropriate.
                    (c)     The assets of the Partnership shall, consistent with Section 19 (a), be liquidated as promptly as possible so as to permit distributions in cash, but such liquidation shall be made in an orderly manner so as to avoid undue losses attendant upon liquidation.
                    (d)     The Partners hereby agree that, notwithstanding the provisions of the Act and any other laws, the proceeds of liquidation and all other assets of the Partnership shall be applied and distributed in the following order of priority:
                              (i)     in payment of the expenses of liquidation;
                              (ii)     in payment of debts of the Partnership to creditors other than the Partners in such order and priority as is required by law;
                              (iii)     to establish reserves deemed reasonable for the ultimate discharge of contingent, unliquidated or unforeseen liabilities or obligations of the Partnership;
                              (iv)     in payment of debts of the Partnership to Partners who are also creditors; and
-21-

                              (v)     to those Partners having positive Capital Account balances in proportion to such positive balances until such balances equal zero after giving effect to all contributions, distributions and allocations for all periods;
                              (vi)     to the Partners in proportion to their respective Capital Interest in the Partnership.
                    The intent and purpose of this Section 19 (d) is to modify the priorities of distribution set forth in the Act to reflect the understanding and agreement of the Partners.
                    Such distributions shall be made by the end of the Partnership year in which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation).
                    (e)     In the event that complete liquidation of the assets of the Partnership within the period of time prescribed for distributions in Section 19(d) proves impracticable, assets of the Partnership other than cash may be distributed to the Partners in kind. Any asset distributed in kind pursuant to this subparagraph (d) shall be distributed to the Partners, valued at fair market value, in accordance with their Capital Accounts as determined after (i) application of Section 8 of this Agreement; (ii) reduction for distributions of cash and cash-equivalents pursuant to Section 19(b); and (iii) the adjustments to reflect the amount of income, gain, or loss which the Partnership would have recognized if such assets had been sold, as prescribed in Section 7(f) (ii).
                    (f)     If the General Partner deems it necessary to provide for payments of known or contingent or unforeseen liabilities of the Partnership after the expiration of the time period prescribed for distributions in Section 19(c), then the General Partner may arrange for such payments out of the assets of the Partnership in any manner that does not violate the requirements of Treas. Reg. §l.704-1Cb) (2) (ii) (b) (2).
                    (g)     In connection with the termination of the Partnership, the Partnership’s accountants shall prepare and furnish to each Partner a statement setting forth the assets and liabilities for the Partnership as of the date of complete liquidation.
                    (h)     Upon dissolution of the Partnership the General Partner shall contribute to the Partnership an amount of money equal to the lesser of: (i) the deficit balance, if any, in its Capital Account and (ii) the excess, if any, of one and one-hundredths percent (1.01%) of the aggregate capital contributions of the Limited Partners over the capital contributions previously made by the General Partner. Any contributions required under this subparagraph (h) shall be made no later than a date that will permit such contributions to be distributed among the Partners in accordance with the provisions of this Section 19 within the time period provided for such distribution in Section 19 (d).
                    (i)     Upon a termination of the Partnership for federal income tax purposes under Code Section 708 (b) (1), other than a termination caused by a dissolution described in Section 18, the amount of any Constructive liquidating distributions of the Partnership properties deemed to occur under Treas. Reg. §1.7081(b) (1) (iv) shall be determined in accordance with the positive Capital Account balances of the Partners, as determined after taking into account all 
-22-

Capital Account adjustments for the Partnership taxable year ending upon the date of such termination including, without limitation, the adjustments prescribed in Sections 7(g) and 7(i).
                    (j)     The liquidation of the Partnership shall be final when all of the Partnership assets have been collected and applied to the Partnership obligations and its remaining assets, if any, have been distributed to the Partners in accordance with this Agreement. Upon the conclusion of such Events, and the completion of the Liquidators’ final accounting, the Partnership shall terminate.
                    (k)     In the event of any termination of the Partnership, the books and records of the Partnership shall be retained for a period of seven years (by the General Partner or its designee and, if the Partnership is liquidated as a result of the withdrawal of the General Partner, by such person as may be selected by persons holding a majority of the then outstanding Limited Partnership interest).
                    (l)     The General Partner acting as liquidator (or any other person so acting pursuant to this Agreement) under this Agreement shall be indemnified by the Partnership with respect to all actions taken to liquidate the Partnership in accordance with this Agreement.
Section 20.     Liabilities.
                    (a)     No Partner shall be liable to any other Partner or to the Partnership for any damages or liabilities resulting from such Partner acting within the scope of this Agreement except where such Partner has acted in bad faith, with wilful misfeasance or with gross negligence or fraud; provided, however, that nothing in the preceding clause or this Agreement shall limit the liability that any Partner may have to another Partner under the Operating Partnership Agreement. The Partnership shall indemnify and hold harmless each Partner from any damage or liability incurred by said Partner by reason of any act or omission performed or omitted by said Partner for or on behalf of the Partnership in accordance with this Agreement (including, without limitation, any damage incurred by the General Partner as a result of actions taken in its capacity as General Partner or in connection with the ownership or operation of the Property) except for damages caused by the bad faith, willful misfeasance or gross negligence of such Partner. The Partnership shall be permitted to advance funds to any Partner who may be indemnified by it for legal expenses and other costs incurred as a result of a legal action if the legal action relates to the performance of duties or services by the indemnified party for or on behalf of the Partnership, and the indemnified party undertakes to repay the. advanced funds in cases in which it would not be entitled to indemnification under this Section 20. Notwithstanding the foregoing, no Partner shall be entitled to indemnification or damages under this Agreement in respect of any liability of such Partner for which the Operating Partnership is entitled to indemnification from such Partner under the Operating Partnership Agreement as in effect from time to time.
                    (b)     Except as otherwise provided in this Agreement or the Act, the Limited Partners shall not be liable for the debts, liabilities, contracts or other obligations of the Partnership.
-23-

Section 21.     Power of Attorney.
                    (a)     Grant of Power. Each Limited Partner hereby makes, constitutes and appoints the General Partner, and any successor General Partner, with full power of substitution and resubstitution, its agent and attorney-in-fact, for it and in its name, place and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file and/or record this Agreement and to sign, execute, certify, acknowledge, swear to, file and/or record a Certificate of Limited Partnership or any other instruments that may be required in connection with the formation of the Partnership, the conduct of the Partnership’s business or the dissolution and winding-up of the Partnership under the -laws of the Commonwealth of Pennsylvania or any other jurisdiction, including without limitation, instruments (i) to reflect the exercise by the General Partner of any of the powers, authorizations or rights granted to it under this Agreement or the taking by the General Partner of any action which it is required, authorized or permitted to take hereunder; (ii) to reflect any amendments made to this Agreement or the cancellation of this Agreement upon the dissolution of the Partnership; (iii) to make any amendments to this Agreement deemed necessary or desirable by the General Partner (x) to comply with Federal or state securities laws or comments made by staff members of any Federal or state agency regulating the issuance of securities, or (y) to better express or carry out the purpose of the Partnership as a title holding partnership for the General Partner, or (z) to better express or carry out the mortgaging or pledging of the Property and any other assets of the Partnership to secure the obligations and liabilities of the General Partner or any Affiliate of the General Partner when deemed appropriate or desirable by the General Partner; (iv) to make filings under fictitious name statutes or other filings required by the Partnership; (v) to reflect the admission to the Partnership of any additional or any substituted Limited Partner, in the manner prescribed in this Agreement; (vi) to cause the Partnership to be qualified to do business in, or, if required, to exist as a limited partnership under the law of, any jurisdiction; and any other instruments which may be required of the Partnership or of the Partners, or deemed desirable by the General Partner. Each Limited Partner authorizes such attorney-in-fact to take any further actions which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as the Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The Limited Partner waives any and all defenses which may be available to the Limited Partner to contest, negate, or disaffirm the actions of any General Partner under the power of attorney herein granted, unless such actions would not entitle the General Partner to indemnification under Section 20(a) above.
                    (b)     Nature of Power. The power of attorney granted pursuant to Section 21(a) of this Agreement:
                              (i)     is a special power of attorney coupled with an interest and is irrevocable;
                              (ii)     may be exercised by such attorney-in-fact by listing the names of all of the Limited Partners who are to be parties to any agreement, certificate, instrument or 
-24-

document, with the signatures of such attorney-in-fact together with the recital that it acts as attorney-in-fact for all of them; and
                              (iii)     shall survive the death, bankruptcy or mental incapacitation of the Limited Partner, to the extent it may legally contract for such survival, or the transfer or assignment by it of its interest herein, except that where such transfer or assignment is of all of the interest held by the Limited Partner and the transferee or assignee thereof, with the consent of the General Partner, is admitted as a substituted limited partner, the power of attorney given by the transferor shall survive such transfer or assignment for the sole purpose of enabling. such attorney-in-fact to execute, acknowledge, swear to, and file any agreement, certificate, instrument or document necessary to effect such substitution.
                    (c)     Execution of Additional Documents. Upon request of the General Partner,, the Limited Partner shall promptly execute all certificates, agreements and other documents necessary or desirable for the General Partner to accomplish all such filings, recordings, publications and other acts as it determines may be appropriate to comply with (i) the requirements for the formation, operation, amendment or dissolution, as the case may be, of a limited partnership under the laws of the Commonwealth of Pennsylvania and (ii) similar requirements of applicable law in all other jurisdictions where the Partnership proposes to conduct business or (iii) as may be necessary and appropriate to advance the business and achieve the goals of the Partnership.
Section 22.     Successors and Assigns.
                    Except as otherwise set forth in this Agreement, the terms, covenants and agreements herein contained shall inure to the benefit of and be binding upon the successors, heirs and assigns of the parties hereto. This Agreement and the rights and obligations set forth herein may not be assigned or delegated by any party without the written consent of each other party hereto, except as provided herein.
Section 23.     Notice.
                    Any notice or communication required or referred to herein shall be in writing and transmitted by personal delivery or by registered or certified mail, postage prepaid, or by Federal Express or other nationally recognized overnight courier service, addressed to such Partner at the address set forth below or to such other address as such Partner may hereafter designate to the other Partners in accordance herewith.
                    If to the General Partner:
                    Witmer Operating Partnership I, Limited Partnership
                    c/o BRT Witmer, Inc.
                    Horsham Business Center
                    1155 Business Park Drive, Suite 150
                    Horsham, PA 19044
                    Attention: Anthony A. Nichols, President
-25-

                    If to a Limited Partner, to the address set forth on Exhibit “A” hereto:
Any notice shall be deemed to have been given on the day. next following the day of such delivery, mailing or deposit with a courier service.
Section 24.     Certain Matters.
                    (a)     Notwithstanding anything contained herein to the contrary, in the event that any real estate investment trust (a “REIT”) holds a direct or indirect interest in the Partnership, unless waived in writing by the REIT, the parties hereto, and their respective successors and assigns, shall conduct their operations in a manner that shall permit the REIT to continue to qualify as a real estate investment trust under Code Sections 856 through and including 860 as amended, and under other applicable provisions of the Code and the Regulations thereunder. In accordance with the preceding sentence, but not in limitation thereof:
                              (i)     any person, including any property manager or leasing agent, rendering services to a lessee or sublessee of any or any part of the Property shall be an independent contractor with respect to the REIT within the meaning of Code Section 856(d) (3) from whom the REIT does not derive or receive any income except as may be permitted by Code Section 856(d) (2) CC) and the Regulations thereunder;
                              (ii)     any management or leasing agreement entered into by the Partnership shall comply with the terms and provisions of this Section 24;
                              (iii)     the REIT shall not own, directly or indirectly, or by attribution (in accordance with attribution rules referred to in Code Section 856(d) (5)), in the aggregate, 10% or more of all classes of stock, 1.0% or more of the voting power or 10% or more of the assets or net profits of a lessee or sublessee of all or any part of the Property;
                              (iv)     the leases or subleases of all or any part of the Property shall not provide for rents based in whole or in part on the income or profits (within the meaning of Code Section 856 (d) (2) (A)) derived by any tenant or subtenant from all or any part of the Property; and
                              (v)     rents under a lease or sublease of all or any part of the Property attributable to personal property leased or subleased under or in connection with such lease or sublease shall not exceed 15% of the total rents payable under or in connection with such lease or sublease for each taxable year.
Section 25.     Governing Law.
                    This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Section 26.     Entire Agreement.
                    This Agreement (including the exhibits and schedules hereto) together with the Operating Partnership Agreement contains the entire understanding between the parties and 
-26-

supersedes any prior written or oral agreements or understandings between them with respect to the subject matter hereof.
Section 27.     Captions.
                    Section titles or captions contained in this Agreement are inserted only for reference and in no way define, limit, extend or describe the scope or intent of any provision of this Agreement.
Section 28.     Amendment.
                    (a)     Except as set forth below, the General Partner shall have the power and authority, in its discretion and without the consent of any other Partner, to amend any or all of the provisions of this Agreement (whether to admit new or substitute ‘Partners or to issue additional Partnership Interests or to establish the rights, privileges, duties and obligations of any Partner or class of Partnership Interest or otherwise), provided, however, that without the consent of the Partner affected, the General Partner shall not amend this Agreement:
                              (i)     To require such Partner to make any additional Capital Contribution to the Partnership, to loan any money to the Partnership, or otherwise to incur any liability or obligation to the Partnership or to third parties not provided for in this Agreement on the date hereof; -
                              (ii)     To subject such a Partner to any liability for the obligations of the Partnership;
                              (iii)     To reduce such Partner’s Capital Account balances or to eliminate the requirement that liquidating distributions be made in accordance with positive Capital Account balances or otherwise to abridge or diminish the economic rights of the Continuing Partner under this Agreement as in effect on the date hereof, except as provided for in Sections 5(b), 5(c), and 7(c); or
                              (iv)     To amend any of the provisions of Sections 5 (except as provided in Sections 5(b) and 5(c)), 7, 8, 9, 12, 14, 18, 19, 20 or 28 so as to increase the obligations or diminish the rights of the Continuing Partner as on the date hereof;
                    (b)     Any amendment to this Agreement that is permitted hereunder may be made either by amending this Agreement or by addendum hereto. Any such amendment or addendum shall be set forth in a writing and a copy of the Agreement, as amended, or the addendum, as appropriate, shall be provided to each Partner promptly after it becomes effective.
                    (c)     This Agreement may only be amended by the General Partner acting pursuant to the grants of power and authority made hereby. Should it be finally determined by a court of competent jurisdiction that any other person has the right or power to amend this Agreement, any amendment which would violate any provision of this Section 28 if made by the General Partner shall require the prior written consent of the holders of a majority in interest of the then outstanding Limited Partnership Interests.
-27-

Section 29.     No Third Party Beneficiary.
                    Any agreement to pay any amount and any assumption of liability herein contained, express or implied, shall be only for the benefit of the Partners and their respective heirs, successors, and assigns, and such agreements and assumptions shall not inure to the benefit of the obligees of any indebtedness or any other party whatsoever, it being the intention of the Partners that no one shall be deemed to be a third party beneficiary of this Agreement.
Section 30.     Estoppels. Etc.
                    (a)     Each Partner shall, upon not less than 15 days written notice from any other Partner, execute and deliver to such other Partner a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Partner’s knowledge, any uncured defaults on the part of the other Partner, specifying such defaults if any are claimed. Any such statement may be relied upon by third parties.
                    (b)     If a Partner is a trust (with or without disclosed beneficiaries), general partnership, limited partnership, joint venture, corporation, or any entity other than a natural person, the Partnership and the Partners shall not be required to determine the authority of any person signing this Agreement on behalf of any such entity to make any commitment or undertaking on such entity’s behalf, to determine any fact or circumstance bearing upon the existence of the authority of such entity or person, or to see to the application or distribution of proceeds paid or credited to persons signing on behalf of such entity, and shall be entitled to rely on the authority of the person signing this Agreement with respect to the voting of the Partnership’s interest by such entity and with respect to the giving of consent on behalf of such entity in connection with any matter for which consent is permitted or required under this Agreement. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership, and no person is intended to be, or shall be deemed, a third party beneficiary of any provision of this Agreement. 
Section 31.     No Waiver.
                    No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach hereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.
Section 32.     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.
-28-

                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.
 	GENERAL PARTNER	
 	 	 	
 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	By:	BRT Witmer, Inc., General Partner	

 	By:		
 	 	Name:	
 	 	Title:	

 	LIMITED PARTNERS	
 	 	 	
 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	By:	BRT Witmer, Inc., General Partner	

 	By: 		
 	 	Name:	
 	 	Title:	

 	BRT Witmer, Inc.	

 	By:		
-29-

EXHIBIT “A”
Identity and Interests of Partners
I.     GENERAL PARTNER	 	 	 	
 	 	 	 	
        Name an Address	Interest	 	 	
 	 	 	 	
Witmer Operating Partnership I, L.P.
Horsham Business Center
1115 Business Center Drive
Horsham, Pennsylvania 19044	1	%	 	

II.     Limited Partners	 	 	 	
 	 	 	 	
        Name an Address	Interest	 	 	
 	 	 	 	
BRT Witmer, Inc.
Horsham Business Center
1115 Business Center Drive
Horsham, Pennsylvania 19044	1	%	 	
 	 	 	 	
Witmer Operating Partnership I, L.P.
Horsham Business Center
1115 Business Center Drive
Horsham, Pennsylvania 19044	98	%	 	
A-1

Exhibit 3.68
 
Microfilm Number_________	 	 	Filed with the Department of State on DEC. 05, 1997	 	
 	 	 	 	 	
Entity Number 1012255	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB:15-8512 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned, limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that:
1.	The name of the limited partnership is: Iron Run Limited Partnership V.

 		
 	 	
2.	The date of filing of the original Certificate of Limited Partnership is: 12/29/87	
 	 	
3.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment adopted by the limited partnership, set forth in full, is as follows:	
 	 	 	
 		The amendment adopted by the limited partnership 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	
 	 	
5.	(Check if the amendment restates the Certiticate of Limited Partnership):	
 	 	 	
 		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 18th day of    November, 1997.
 	Brandywine Operating Partnership	
 	 	 	
 	By:	Brandywine Realty Trust	
 	 		
 	 	(Name of Partnership)	
 	 	 	
 	By:	XXXXXX	
 	 		
 	 	(Signature)	
 	 	 	
 	Title:	President and Chief Executive Officer	

AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
IRON RUN LIMITED PARTNERSHIP V
1.      The name of the Partnership is Iron Run Limited Partnership V. 
2.     The registered office of the Partnership in the Commonwealth of Pennsylvania is c/o Brandywine Realty Trust, 16 Campus Boulevard, Suite 150, Newtown Square, Delaware County, PA 19073. 
3.      The date of filing of the original certificate was December 29, 1987. 
4.       Brandywine Holdings III Inc. is withdrawing as the General Partner of the Partnership, effective as to the date of filing this Certificate. 
5.      Effective as to the date of filing this Certificate, Brandywine Operating Partnership, L.P. is admitted as the General Partner of the Partnership. The name and address of the new General Partner of the Partnership is: 
 	Brandywine Operating Partnership, L.P.	
 	16 Campus Boulevard, Suite 150	
 	Newtown Square, PA 19073	
6.      This Certificate may be executed in separate counterpart copies, each of which shall be considered an original and all of which shall be one and the same Certificate.
WITHDRAWING GENERAL PARTNER	 	 	
 	BRANDYWINE HOLDINGS III, INC.	
 	 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	 	Name:  Gerard H. Sweeney	
 	 	Title:    President	

NEW GENERAL PARTNER	 	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L. P.	
 	By: 	BRANDYWINE REALTY TRUST, the general partner	
 	 	 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	 	Name:	Gerard B. Sweeney	
 	 	Title:	President and Chief Executive Officer	

 
 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa.C.S.)	 	
 	Entity Number
UNREADABLE TEXT 	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 	 	 	 	  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
HARRISBURG, PA 17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
Iron Run Limited Partnership V	

 	2.	The date of filing of the original Certificate of Limited Partnership Organization:
12-29-87	
 	 	 	
 	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	

 
 	 	 	
 	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

4th day of June, 2002

Iron Run Limited Partnership V
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company
	 	
 	 	 	Signature
  	 	
 	 	 	(See Exhibit B attached)	 	
 	 	 		 	
 	 	 	Title	 	

EXHIBIT A

TO CERTIFICATE OF AMENDMENT
IRON RUN LIMITED PARTNERSHIP V
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine Operating Partnership, L.P., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

EXHIBIT B
to
CERTIFICATE OF AMENDMENT
of
IRON RUN LIMITED PARTNERSHIP V
 	By:	Brandywine Operating Partnership, L.P., a Delaware limited partnership General Partner	
 	 	 	
 	By:	Brandywine Realty Trust, a Maryland real estate trust	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	Brad A. Molotsky, Secretary	

Exhibit 3.69
________________________________________
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
IRON RUN LIMITED PARTNERSHIP V
A Pennsylvania Limited Partnership
September 1, 1999
________________________________________

          THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Iron Run Limited Partnership V, a Pennsylvania limited partnership (the “Partnership”) is dated as of this 1st day of September, 1999, by and among Brandywine Operating Partnership, L.P., a Delaware limited partnership, as the general partner (“BOP” or the “General Partner”), and BOP and Witmer Operating Partnership I, L.P., a Delaware limited partnership (“WOP”), as limited partners (together, the “Limited Partners”). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner”.
          The Partnership was formed pursuant to a Certificate of Limited Partnership (the “Certificate”), which was filed in the office of the Pennsylvania Department of State on December 29, 1987. This Agreement is amending and restating the amended and restated Agreement of Limited Partnership of Iron Run Limited Partnership V dated as of November 18, 1997 (the “Prior Agreement”) between BOP and The Nichols Company (“TNC”). On the date hereof, TNC has assigned and transferred all of its right, title and interest in and to the Partnership to WOP and is withdrawing from the Partnership.
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that TNC does hereby withdraw as a limited partner of the Partnership, WOP is hereby admitted to the Partnership as a new Limited Partner and BOP continues as the General Partner and as a Limited Partner in the Partnership and the Prior Agreement is hereby amended and restated in its entirety, as follows:
 	
ARTICLE 1
GENERAL PROVISIONS	
 	
          1.1.     Continuation, Partners and Name.	
 	
                    (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect in the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”). The partners shall consist of BOP as the sole General Partner and as a limited partner, and WOP, as a new limited partner.	
 	
                    (b)     By executing this Agreement, each Partner hereby agrees that the Partnership shall be governed by the Act. Upon or promptly after the execution of this Agreement, the General Partner may, if it deems it necessary, execute and cause to be filed an amended and restated Certificate of Limited Partnership and such other applications, elections, certificates and documents as may be required for the continuation of a limited partnership under the Act, or as may be necessary to permit the Partnership to engage in the activities contemplated by Section 1.4 hereof.	
 	
          1.2.     Name. The name of the Partnership is IRON RUN LIMITED PARTNERSHIP V or such other name as the General Partner from time to time may select.	
-2-

 	
          1.3.     Place of Business. The principal place of business of the Partnership shall be at 14 Campus Blvd., Suite 100, Newtown Square, PA 19073, 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 term of the Partnership has commenced and shall continue until December 31, 2094, unless earlier dissolved pursuant to the terms of Section 6.1 hereof or by operation of law.	
 	
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 BOP, as General Partner, shall be two percent (2%), and the Percentage Interest of BOP, as a Limited Partner, shall be eighty-seven percent (87%), and the Percentage Interest of WOP, as a Limited Partner, shall be eleven percent (11%). 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 Partners 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.	
-3-

 	
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 General Partner, 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 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, 2094;	
 	
                    (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 or substantially all of the Partnership’s assets and properties;	
-4-

 	
                    (d)     the unanimous agreement of the Partners to effect such dissolution; or	
 	
                    (e)     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 General Partner 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.	
-5-

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, 15 P.S. §8500 et. seq. 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 Pennsylvania Department 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 Partners.	
 	
                    “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.	
-6-

          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.     Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.	
 	
          8.5.     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.	
 	
          8.6.     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.	
 	
          8.7.     Amendment. This Agreement may not be amended except by unanimous written agreement of all of the Partners.	
 	
          8.8.     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.	
          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 OPERATING PARTNERSHIP, L.P.	
-7-

 	By: 	BRANDYWINE REALTY TRUST,	
 	 	Its General Partner	

 	/s/ Gerard H. Sweeney	
 		
 	President and Chief Executive Officer	

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

 	/s/ Gerard H. Sweeney	
 		
 	President and Chief Executive Officer	
 	 	 	
(signature page continued)	
 	 	 	
-8-

 	 	 WITMER OPERATING PARTNERSHIP I, L.P.	
 	 	By: 	BRANDYWINE WITMER, L.L.C.	
 	 	 	Its General Partner	

 	 	 /s/ Gerard H. Sweeney	
 	 		
 	 	 President and Chief Executive Officer	
-9-

Exhibit 3.70
Microfilm Number___________	 	Filed with the Department of State on NOV 28 1995	
 	 	 	
 	 	 XXXXXX	
Entity Number   949494	 		
 	 	Secretary of the Commonwealth	

CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB:15-8512 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that: 
1.	The name of the limited partnership is: LC/N HORSHAM LIMITED PARTNERSHIP	

 	 	 	
2.	The date of filing of the original Certificate of Limited Partnership is:      11/25/86	
 	 	 	
3.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment adopted by the limited partnership, set forth in full, is as follows:	

 	 	
 		The amendment adopted by the limited partnership 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	
 	 	 	
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
 	 	
 		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
 	
 	IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 28th day of November, 1995. 	
 	 	 	
 	 	See Attached Exhibit A	
 	 		
 	 	(Name of Partnership)	

  	BY:		
  	 	(Signature)	

 	TITLE:		

AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF 
LC/N HORSHAM LIMITED PARTNERSHIP
1.	The name of the Partnership is LC/N Horsham Limited Partnership.	
 	 	
2.	The registered office of the Partnership in the Commonwealth of Pennsylvania is Horsham Business Center, 1155 Business Center Drive, Horsham, Montgomery County, PA 19044.	
 	 	
3.	The date of filing of the original certificate was November 25, 1986	
 	 	
4.	The Nichols Company and Lotz Designers Engineers and Constructors, Inc. are withdrawing as the General Partners of the Partnership, effective as of the date of filing this Certificate.	
 	 	
5. 	Effective as of the date of filing, Witmer Operating Partnership I, L.P. is admitted as the General Partner of the Partnership. The name and address of the new General Partner of the Partnership is:	
 	 	
 	Witmer Operating Partnership I, L.P.
Horsham Business Center
1155 Business Center Drive, Suite 150
Horsham, PA 19044	
 	 	
6.	The Partnership hereby elects to be governed by the Pennsylvania Revised Uniform Limited Partnership Act, as amended. 15 Pa.C.S. Chapters 81 and 85.	
 	 	
7.	This Certificate may be executed in separate counterpart copies, each of which shall be considered an original and all of which shall be one and the same Certificate.	
 	 	
WITHDRAWING GENERAL PARTNERS:	 	 	
 	 	 	
 	 	THE NICHOLS COMPANY	
 	 	 	
 	 	/s/ Anthony A. Nichols	
  	 		
  	By:	Name : Anthony A. Nichols	
 	 	Title:    President	

 	 	LOTZ DESIGNERS, ENGINEERS & 
CONSTRUCTORS, INC.	
 	 	 	
 	 	XXXXXX	
 	By:		
  	 	Name: XXXXXX	
 	 	Title:   UNREADABLE TEXT	

NEW GENERAL PARTNER:	 	 	
 	 	 	
 	 	WITMER OPERATING PARTNERSHIP I, L.P	
 	 	 	
 	By:	BRT WITMER, INC	
 	 	 	
 	By:	/s/ Anthony A. Nichols	
 	 		
  	 	Name: Anthony A. Nichols	
 	 	Title:   President	

EXISTING LIMITED PARTNER:	 	 	
 	 	 	
 	 	/s/ Brian F. Belcher	
 	By:		
  	 	Brian F. Belcher	
 	 	(as attorney in fact)	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa.C. S.)	 	
 	Entity Number
949494	 	 	 	 	 	 	

 	 	 	 	  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
HARRISBURG,   PA                    17108-1181	 		 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
LC/N Horsham Limited Partnership	

 	 	 	
 	 	 	
 	2.	The date of filing of the original Certificate of Limited Partnership/Organization:
11-25-86	

 	 	 	
 	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	

 	 	 	
 	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

4th day of June, 2002

LC/N Horsham Limited Partnership
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

	 	
 	 	 	Signature

(See Exhibit B attached)
	 	
 	 	 	Title	 	

EXHIBIT A 

TO CERTIFICATE OF AMENDMENT 
LC/N HORSHAM LIMITED PARTNERSHIP
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.” 

EXHIBIT B 
to 
CERTIFICATE OF AMENDMENT
LC/N HORSHAM LIMITED PARTNERSHIP
 	By:	Witmer Operating Partnership I, L.P., a Delaware limited partnership, General Partner	
 	 	 	
 	By:	Brandywine Witmer, L.L.C., Pennsylvania limited liability company, its general partner	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	Brad A. Molotsky, Secretary	

Exhibit 3.71
________________________________________
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
LC/N HORSHAM LIMITED PARTNERSHIP
A Pennsylvania Limited Partnership
September 1, 1999
________________________________________

          THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of LC/N Horsham Limited Partnership, a Pennsylvania limited partnership (the “Partnership”) is dated as of this 1st day of September, 1999, by and among Witmer Operating Partnership I, L.P., a Delaware limited partnership, as the general partner (“WOP” or the “General Partner”), and WOP and Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), as limited partners (together, the “Limited Partners”). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner”.
          The Partnership was formed pursuant to a Certificate of Limited Partnership (the “Certificate”), which was filed in the office of the Pennsylvania Department of State on November 25, 1986. This Agreement is amending and restating the amended and restated Agreement of Limited Partnership of LC/N Horsham Limited Partnership dated as of August 22, 1996 (the “Prior Agreement”) between WOP, BOP and The Nichols Company, a limited partner (“TNC”). On the date hereof, TNC has assigned and transferred all of its right, title and interest in and to the Partnership to WOP and is withdrawing from the Partnership.
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that TNC does hereby withdraw as a limited partner of the Partnership, WOP is hereby admitted to the Partnership as a new Limited Partner and WOP continues as the General Partner and BOP continues as a Limited Partner in the Partnership and the Prior Agreement is hereby amended and restated in its entirety, as follows:
ARTICLE 1
GENERAL PROVISIONS	
 	
          1.1.     Continuation, Partners and Name.	
 	
                    (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect in the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”). The partners shall consist of WOP as the sole General Partner and as a new limited partner, and BOP continues as a limited partner.	
 	
                    (b)     By executing this Agreement, each Partner hereby agrees that the Partnership shall be governed by the Act. Upon or promptly after the execution of this Agreement, the General Partner may, if it deems it necessary, execute and cause to be filed an amended and restated Certificate of Limited Partnership and such other applications, elections, certificates and documents as may be required for the continuation of a limited partnership under the Act, or as may be necessary to permit the Partnership to engage in the activities contemplated by Section 1.4 hereof.	
 	
          1.2.     Name. The name of the Partnership is LC/N HORSHAM LIMITED PARTNERSHIP, or such other name as the General Partner from time to time may select.	
-2-

          1.3.     Place of Business. The principal place of business of the Partnership shall be at 14 Campus Blvd., Suite 100, Newtown Square, PA 19073, 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 term of the Partnership has commenced and shall continue until December 31, 2094, unless earlier dissolved pursuant to the terms of Section 6.1 hereof or by operation of law.	
 	
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 WOP, as General Partner, shall be eighty-eight point nine percent (88.9%), and the Percentage Interest of BOP, as a Limited Partner, shall be point one percent (.1%), and the Percentage Interest of WOP, as a Limited Partner, shall be eleven percent (11%). 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 Partners 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.	
-3-

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 General Partner, 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 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, 2094;	
 	
                    (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 or substantially all of the Partnership’s assets and properties;	
-4-

                    (d)     the unanimous agreement of the Partners to effect such dissolution; or	
 	
                    (e)     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 General Partner 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.	
-5-

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, 15 P.S. §8500 et. seq. 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 Pennsylvania Department 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 Partners.	
 	
                    “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.	
-6-

          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.     Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.	
 	
          8.5.     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.	
 	
          8.6.     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.	
 	
          8.7.     Amendment. This Agreement may not be amended except by unanimous written agreement of all of the Partners.	
 	
          8.8.     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.	
          IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.
 	General Partner:	
 	 	 	
 	WITMER OPERATING PARTNERSHIP I, L.P.	
-7-

 	By:	BRANDYWINE WITMER, L.L.C.	
 	 	Its General Partner	
 	 	 	
 	/s/ Gerard H. Sweeney          	
 		
 	President and Chief Executive Officer	

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

 	/s/ Gerard H. Sweeney          	
 		
 	President and Chief Executive Officer	
 	 	
(signature page continued)	
-8-

 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	By:	BRANDYWINE WITMER, L.L.C.	
 	 	Its General Partner	

 	/s/ Gerard H. Sweeney          	
 		
 	President and Chief Executive Officer	
-9-

Microfilm Number_________	 	 	Filed with the Department of State on NOV. 28, 1995	 	
 	 	 	 	 	
Entity Number 1568571	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF AMENDMENT – LIMITED PARTNERSHIP
DSCB:15-8512 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that:
1.	The name of the limited partnership is: LC/N KEITH VALLEY LIMITED PARTNERSHIP I

 		
 	 	
2.	The date of filing of the original Certificate of Limited Partnership is: 07/16/90	
 	 	
3.	(Check, and if appropriate complete, one of the following):	
 	 	
 		The amendment adopted by the limited partnership, set forth in full, is as follows:	
 	 	
 		The amendment adopted by the limited partnership 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	
 	 	
5.	(Check if the amendment restates the Certiticate of Limited Partnership):	
 	 	 	
 		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 28th day of November, 1995.
 	See Attached Exhibit A	
 		
 	(Name of Partnership)	
 	 	 	
 	By:	 	
  	 		
 	 	(Signature)	
 	Title:	 	

AMENDED AND RESTATED 
CERTIFICATE OF LIMITED PARTNERSHIP 
OF 
LC/N KEITH VALLEY LIMITED PARTNERSHIP I.
1.     The name of the Partnership is LC/N Keith Valley Limited Partnership I. 
2.     The registered office of the Partnership in the Commonwealth of Pennsylvania is Horsham Business Center, 1155 Business Center Drive, Horsham, Montgomery County, PA 19044. 
3.     The date of filing of the original certificate was July 16, 1990. 
4.     The Nichols Company and Lotz Designers Engineers and Constructors, Inc. are withdrawing as the General Partners of the Partnership, effective as of the date of filing this Certificate. 
5.     Effective as of the date of filing, Witmer Operating Partnership I, L.P. ia admitted as the General Partner of the Partnership. The name and address of the new General Partner of the Partnership is: 
Witmer Operating Partnership I, L.P. 
Horsham Business Center 
1155 Business Center Drive, Suite 150 
Horsham, PA 19044 
6.     The Partnership hereby elects to be governed by the Pennsylvania Revised Uniform Limited Partnership Act, as amended. 15 Pa.C.S. Chapters 81 and 85. 
7.     This Certificate may be executed in separate counterpart copies, each of which shall be considered an original and all of which shall be one and the same Certificate. 
WITHDRAWING GENERAL PARTNERS: 
 	THE NICHOLS COMPANY	
 	 	 	
 	By:	/s/ Anthony A. Nichols	
  	 		
 	Name:	Anthony A. Nichols 	
 	Title:	President 	

 	LOTZ DESIGNERS, ENGINEERS &	
 	CONSTRUCTORS, INC.	
 	 	 	 	 	
 	By:	XXXXXX	
 	 		
 	 	Name:	 	 	
 	 	Title:	 	 	
 	 	 	 	 	
NEW GENERAL PARTNER:	 	 	 	 	
 	 	 	 	 	
 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	 	 	 	 	
 	 	By:	BRT WITMER, INC.	
 	 	 	 	 	
 	 	 	By:	/s/Anthony A. Nichols	
 	 	 	 		
 	 	 	Name:	Anthony A. Nichols	
 	 	 	Title:	President	
 	 	 	 	 	
EXISTING LIMITED PARTNER:	 	 	 	 	
 	 	 	 	 	
/s/ Brian F. Belcher	 	 	 	 	
	 	 	 	 	
Brian F. Belcher	 	 	 	 	
(as attorney in fact)	 	 	 	 	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa. C.S.)	 	
 	Entity Number	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 	 	 	 	  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
HARRISBURG, PA 17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	 	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on June 06, 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
LC/N Keith Valley Limited Partnership I	

 	2.	The date of filing of the original Certificate of Limited Partnership Organization:
7-16-90	
 	 	 	
 	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	

 
 	 	 	
 	5.	Check if the amendment restates the Certificate of Limited Partnership/Organization:	
 	 	 	
 		The restated Certificate of Limited Patnership/Organization supersedes the origiinal 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

4th day of June 2002.

LC/N Keith Valley Limited Partnership I
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

XXXXXX
	 	
 	 	 	Signature 
 	 	
 	 	 	(See Exhibit B attached) 	 	
 	 	 		 	
 	 	 	Title	 	

EXHIBIT A

TO CERTIFICATE OF AMENDMENT
LC/N Keith Valley Limited Partnership I
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

EXHIBIT B
to
CERTIFICATE OF AMENDMENT
LC/N KEITH VALLEY LIMITED PARTNERSHIP I
 	By:	Witmer Operating Partnership I, L.P., a Delaware limited partnership, General Partner	
 	 	 	
 	By:	Brandywine Witmer, L.L.C., a Pennsylvania limited liability company, its general partner	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	Brad A. Molotsky, Secretary	

Exhibit 3.73
________________________________________
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
LC/N KEITH VALLEY LIMITED PARTNERSHIP I
A Pennsylvania Limited Partnership
September 1, 1999

          THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of LC/N Keith Valley Limited Partnership I, a Pennsylvania limited partnership (the “Partnership”) is dated as of this 1st day of September, 1999, by and among Witmer Operating Partnership I, L.P., a Delaware limited partnership, as the general partner (“WOP” or the “General Partner”), and WOP and Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), as limited partners (together, the “Limited Partners”). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner”.
          The Partnership was formed pursuant to a Certificate of Limited Partnership (the “Certificate”), which was filed in the office of the Pennsylvania Department of State on July 16, 1990. This Agreement is amending and restating the amended and restated Agreement of Limited Partnership of LC/N Keith Valley Limited Partnership I dated as of August 22, 1996 (the “Prior Agreement”) between WOP, BOP and The Nichols Company, a limited partner (“TNC”). On the date hereof, TNC has assigned and transferred all of its right, title and interest in and to the Partnership to WOP and is withdrawing from the Partnership.
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that TNC does hereby withdraw as a limited partner of the Partnership, WOP is hereby admitted to the Partnership as a new limited partner and WOP continues as the General Partner and BOP continues as a Limited Partner in the Partnership and the Prior Agreement is hereby amended and restated in its entirety, as follows:
ARTICLE 1
GENERAL PROVISIONS	
 	
          1.1.      Continuation, Partners and Name.	
 	
                       (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect in the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”). The partners shall consist of WOP as the sole General Partner, and as a new limited partner, and BOP continues as a limited partner.	
 	
                       (b)     By executing this Agreement, each Partner hereby agrees that the Partnership shall be governed by the Act. Upon or promptly after the execution of this Agreement, the General Partner may, if it deems it necessary, execute and cause to be filed an amended and restated Certificate of Limited Partnership and such other applications, elections, certificates and documents as may be required for the continuation of a limited partnership under the Act, or as may be necessary to permit the Partnership to engage in the activities contemplated by Section 1.4 hereof.	
 	
          1.2.      Name. The name of the Partnership is LC/N KEITH VALLEY LIMITED PARTNERSHIP I, or such other name as the General Partner from time to time may select.	
-2-

          1.3.      Place of Business. The principal place of business of the Partnership shall be at 14 Campus Blvd., Suite 100, Newtown Square, PA 19073, 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 term of the Partnership has commenced and shall continue until December 31, 2094, unless earlier dissolved pursuant to the terms of Section 6.1 hereof or by operation of law.	
 	
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 WOP, as General Partner, shall be eighty-eight point nine percent (88.9%), and the Percentage Interest of BOP, as a Limited Partner, shall be point one percent (.1%) and the Percentage Interest of WOP, as a Limited Partner, shall be eleven percent (11%). 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 Partners 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.	
-3-

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 General Partner, 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 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, 2094;	
 	
                       (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 or substantially all of the Partnership’s assets and properties;	
-4-

                       (d)     the unanimous agreement of the Partners to effect such dissolution; or	
 	
                       (e)     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 General Partner 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.	
-5-

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, 15 P.S. §8500 et. seq. 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 Pennsylvania Department 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 Partners.	
 	
          “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.	
-6-

          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.      Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.	
 	
          8.5.      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.	
 	
          8.6.      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.	
 	
          8.7.      Amendment. This Agreement may not be amended except by unanimous written agreement of all of the Partners.	
 	
          8.8.      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.	
 	
          IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.	
 	
 	General Partner:	
 	 	
 	WITMER OPERATING PARTNERSHIP I, L.P.	
-7-

 	 By:	BRANDYWINE WITMER, L.L.C.	
 	 	Its General Partner	
 	 	 	
 	 	/s/ Gerard H. Sweeney                                                    	
 	 	President and Chief Executive Officer	

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

 	 	/s/ Gerard H. Sweeney                                                    	
 	 	President and Chief Executive Officer	

 	 	 	
 	 	(signature page continued)	
-8-

 	 WITMER OPERATING PARTNERSHIP I, L.P.	
 	 By:	BRANDYWINE WITMER, L.L.C.	
 	 	Its General Partner	

 	 	 	
 	 	/s/ Gerard H. Sweeney                                                    	
 	 	President and Chief Executive Officer	

 
Exhibit 3.74
 
Microfilm Number___________	 	Filed with the Department of State on NOV 28 1995	
 	 	 	
 	 	 XXXXXX	
Entity Number   1569165	 		
 	 	Secretary of the Commonwealth	

CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB:15-8512 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that: 
1.	The name of the limited partnership is: NEWTECH IV LIMITED PARTNERSHIP	

 	 	 	
2.	The date of filing of the original Certificate of Limited Partnership is: 05/29/90	
 	 	 	
3.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment adopted by the limited partnership, set forth in full, is as follows:	

 	 	

 		

 	 	 	
 		The amendment adopted by the limited partnership 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	
 	 	 	
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
 	 	
 		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
 	
IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 28th day of November, 1995. 	
 	 	 	
 	 	See Attached Exhibit A	
 	 		
 	 	(Name of Partnership)	
 	 		
 	By:		
  	 		
  	 	(Signature)	
 	 	 	
 	TITLE:	 	

AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF 
NEWTECH IV LIMITED PARTNERSHIP 
1.   The name of the Partnership is Newtech IV Limited Partnership.	
 	 	
2.   The registered office of the Partnership in the Commonwealth of Pennsylvania is Horsham Business Center, 1155 Business Center Drive, Horsham, Montgomery County, PA 19044.	
 	 	
3.   The date of filing of the original certificate was May 29, 1990	
 	 	
4.   Newtech II, Inc. is withdrawing as the General Partner of the Partnership, effective as of the date of filing this Certificate.	
 	 	
5.    Effective as of the date of filing, Witmer Operating Partnership I, L.P. is admitted as the General Partner of the Partnership. The name and address of the new General Partner of the Partnership is:	
 	 	
 	Witmer Operating Partnership I, L.P.
Horsham Business Center
1155 Business Center Drive, Suite 150
Horsham, PA 19044	
 	 	
6.   The Partnership hereby elects to be governed by the Pennsylvania Revised Uniform Limited Partnership Act, as amended, 15 Pa.C.S. Chapters 81 and 85.	
 	 	
7.   This Certificate may be executed in separate counterpart copies, each of which shall be considered an original and all of which shall be one and the same Certificate.	
 	 	
 	WITHDRAWING GENERAL PARTNER:	
 	 	 	
 	NEWTECH II, INC.	
 	 	 	
 	By:	/s/ Anthony A. Nichols	
  	 		
  	Name:  Anthony A. Nichols	
 	Title:    President	

 	NEW GENERAL PARTNER:	
 			
 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	 	 	
 	By:	BRT WITMER, INC	
 	 	 	
 	By:	/s/ Anthony A. Nichols	
 	 		
  	Name:  Anthony A. Nichols	
 	Title:    President	

EXISTING LIMITED PARTNERS:		
				
THE NICHOLS COMPANY		
 	 	 	 	
By:	/s/ Anthony A. Nichols	 	 	
 		 	  	
Name:  	Anthony A. Nichols		
Title:    	President		

 	/s/ Jack R. Loew	 	/s/ Craig E. Hough	
 		 		
 	Jack R. Loew	 	Craig E. Hough	
 	(as attorney in fact)	 	(as attorney in fact)	

 
 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa.C.S.)	 	
 	Entity Number
1569165	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 		 	  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
HARRISBURG,   PA          17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
Newtech IV Limited Partnership	

 	2.	The date of filing of the original Certificate of Limited Partnership/Organization:
5-29-90	
 	 	 	
 	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	

 
 	 	 	
 	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 4th day of June, 2002.

Newtech IV Limited Partnership
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

 	 	 	Signature 
  	 	
 	 	 	(See Exhibit B attached)	 	
 	 	 		 	
 	 	 	Title	 	

EXHIBIT A 
TO CERTIFICATE OF AMENDMENT 
NEWTECH IV LIMITED PARTNERSHIP
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.” 

EXHIBIT B
to 
CERTIFICATE OF AMENDMENT
NEWTECH IV LIMITED PARTNERSHIP
 	By:	Witmer Operating Partnership I, L.P., a Delaware 
limited partnership, General Partner	
 	 	 	
 	By:	Brandywine Witmer, L.L.C., a Pennsylvania 
limited liability company, its general partner	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	Brad A. Molotsky, Secretary	

Exhibit 3.75
 
________________________________________
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
NEWTECH IV LIMITED PARTNERSHIP
A Pennsylvania Limited Partnership
September 1, 1999
________________________________________

          THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Newtech IV Limited Partnership, a Pennsylvania limited partnership (the “Partnership”) is dated as of this 1st day of September, 1999, by and among Witmer Operating Partnership I, L.P., a Delaware limited partnership, as the general partner (“WOP” or the “General Partner”), and WOP and Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), as limited partners (together, the “Limited Partners”). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner”.
          The Partnership was formed pursuant to a Certificate of Limited Partnership (the “Certificate”), which was filed in the office of the Pennsylvania Department of State on May 29, 1990. This Agreement is amending and restating the amended and restated Agreement of Limited Partnership of Newtech IV Limited Partnership dated as of August 22, 1996 (the “Prior Agreement”) between WOP, BOP and The Nichols Company, a limited partner (“TNC”). On the date hereof, TNC has assigned and transferred all of its right, title and interest in and to the Partnership to WOP and is withdrawing from the Partnership.
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that TNC does hereby withdraw as a limited partner of the Partnership, WOP is hereby admitted to the Partnership as a new Limited Partner and WOP continues as the General Partner and BOP continues as a Limited Partner in the Partnership and the Prior Agreement is hereby amended and restated in its entirety, as follows:
ARTICLE 1
GENERAL PROVISIONS	
 	
          1.1.     Continuation, Partners and Name.	
 	
                    (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect in the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”). The partners shall consist of WOP as the sole General Partner and as a new limited partner, and BOP continues as a limited partner.	
 	
                    (b)     By executing this Agreement, each Partner hereby agrees that the Partnership shall be governed by the Act. Upon or promptly after the execution of this Agreement, the General Partner may, if it deems it necessary, execute and cause to be filed an amended and restated Certificate of Limited Partnership and such other applications, elections, certificates and documents as may be required for the continuation of a limited partnership under the Act, or as may be necessary to permit the Partnership to engage in the activities contemplated by Section 1.4 hereof.	
 	
          1.2.     Name. The name of the Partnership is NEWTECH IV LIMITED PARTNERSHIP or such other name as the General Partner from time to time may select.	
-2-

          1.3.     Place of Business. The principal place of business of the Partnership shall be at 14 Campus Blvd., Suite 100, Newtown Square, PA 19073, 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 term of the Partnership has commenced and shall continue until December 31, 2094, unless earlier dissolved pursuant to the terms of Section 6.1 hereof or by operation of law.	
 	
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 WOP, as General Partner, shall be eighty-eight point nine percent (88.9%), and the Percentage Interest of BOP, as a Limited Partner, shall be point one percent (.1%) and the Percentage Interest of WOP, as a Limited Partner, shall be eleven percent (11%). 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 Partners 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.	
-3-

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 General Partner, 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 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, 2094;	
 	
                    (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 or substantially all of the Partnership’s assets and properties;	
-4-

                    (d)     the unanimous agreement of the Partners to effect such dissolution; or	
 	
                    (e)     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 General Partner 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.	
-5-

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, 15 P.S. §8500 et. seq. 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 Pennsylvania Department 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 Partners.
          “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.
-6-

 	
          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.     Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.	
 	
          8.5.     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.	
 	
          8.6.     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.	
 	
          8.7.     Amendment. This Agreement may not be amended except by unanimous written agreement of all of the Partners.	
 	
          8.8.     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.	
 	
          IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.	
 	
 	 	General Partner:	
 	 	 	
 	 	WITMER OPERATING PARTNERSHIP I, L.P.	
-7-

 	By:	BRANDYWINE WITMER, L.L.C.	
 	 	Its General Partner	

 	 	/s/ Gerard H. Sweeney                                                	
 	 		
 	 	President and Chief Executive Officer	

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

 	 	/s/ Gerard H. Sweeney                                                	
 	 		
 	 	President and Chief Executive Officer	

(Signature page continued)	
-8-

 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	 	 	
 	By:	BRANDYWINE WITMER, L.L.C.	
 	 	Its General Partner	

 	 	/s/ Gerard H. Sweeney  	
 	 		
 	 	President and Chief Executive Officer	
-9-

Exhibit 3.76
Microfilm Number                     	 	 	Filed with the Department of State on NOV 28 1995	 	
 	 	 	 	 	
Entity Number 1081940	 	 	XXXXXX	 	
 	 		 	
 	 	 	Secretary of the Commonwealth	 	

CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB: 15-8512 (Rev 90)	
In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that:
1.	The name of the limited partnership is: NICHOLS LANSDALE LIMITED PARTNERSHIP III	

 	 	
2.	The date of filing of the original Certificate of Limited Partnership is: 02/16/89	
 	 	
3.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment adopted by the limited partnership, set forth in full, is as follows:	

 	 	 	

 	 		

 	 	 	
 		The amendment adopted by the limited partnership 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	
 	 	
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
 	 	 	
 		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 28th day of November, 1995.
 	 	See Attached Exhibit “A”	
 	 		
	 	(Name of Partnership)	
 	 	 	 	 	
  		 	BY:		
 	 	 	 		
  		 	 	(Signature)	
 	 	 	 	 	
  	  	 	TITLE:		

 
AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
NICHOLS LANSDALE LIMITED PARTNERSHIP III
1.   The name of the Partnership is Nichols Lansdale Limited Partnership III.	
 	 	
2.   The registered office of the Partnership in the Commonwealth of Pennsylvania is Horsham Business Center, 1155 Business Center Drive, Horsham, Montgomery County, PA 19044.	
 	 	
3.   The date of filing of the original certificate was February 16, 1989.	
 	 	
4.   Nichols Lansdale III, Inc. is withdrawing as the General Partner of the Partnership, effective as of the date of filing this Certificate.	
 	 	
5.   Effective as of the date of filing, Witmer Operating Partnership I, L.P. is admitted as the General Partner of the Partnership. The name and address of the new General Partner of the Partnership is:	
 	 	
 	Witmer Operating Partnership I, L.P.	
 	Horsham Business Center	
 	1155 Business Center Drive, Suite 150	
 	Horsham, PA 19044	
 	 	
6.   The Partnership hereby elects to be governed by the Pennsylvania Revised Uniform Limited Partnership Act, as amended. 15 Pa.C.S. Chapters 81 and 85.	
 	 	
7.   This Certificate may be executed in separate counterpart copies, each of which shall be considered an original and all of which shall be one and the same Certificate.	
 	 	
WITHDRAWING GENERAL PARTNER:	
 	 	
 	NICHOLS LANSDALE III, INC.	

 	By:	/s/ Anthony A. Nichols	
 	 		
 	Name:	Anthony A. Nichols	
 	Title:	President	

 
NEW GENERAL PARTNER:	
 	 	
 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	 	 	 	
 	By:	BRT WITMER, INC.	
 	 	 	 	
 	 	By:	/s/ Anthony A. Nichols	
 	 	 		
 	 	Name:	Anthony A. Nichols	
 	 	Title:	President	

EXISTING LIMITED PARTNER:	
 	 	 	 	
 	THE NICHOLS COMPANY	
 	 	 	 	
 	By:	 	/s/ Anthony A. Nichols	
 	 	 		
 	Name:	 	Anthony A. Nichols	
 	Title:	 	President	

 
 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa.C.S.)	 	
 	Entity Number

1081940	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 	 	 	 	  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
HARRISBURG,   PA          17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	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:
Nichols Lansdale Limited Partnership III	

 	2.	The date of filing of the original Certificate of Limited Partnership/Organization:
2-16-99	
 	 	 	
 	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	

  
 	 	 	
 	5.	Check if the amendment restates the Certificate of Limited Partnership/Organization:	
 	 	 	
 		The restated Certificate of Limited Patnership/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

4th day of June, 2002

Nichols Lansdale Limited Partnership III
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

 	 	 	Signature	 	
 	 	 	(See Exhibit B attached) 	 	
 	 	 		 	
 	 	 	Title	 	

EXHIBIT A

TO CERTIFICATE OF AMENDMENT

NICHOLS LANSDALE LIMITED PARTNERSHIP III
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

EXHIBIT B
to
CERTIFICATE OF AMENDMENT
NICHOLS LANSDALE LIMITED PARTNERSHIP III
 	By:	Brandywine Operating Partnership I, L.P., a Delaware limited partnership, General Partner	
 	 	 	
 	By:	Brandywine Witmer L.L.C., a Pennsylvania limited liability company, its general partner	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	Brad A. Molotsky, Secretary	

Exhibit 3.77
________________________________________
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
NICHOLS LANSDALE LIMITED PARTNERSHIP III
Dated as of June 17, 1999
________________________________________

          This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”) made and entered into as of June 17, 1999, by and among Witmer Operating Partnership, L.P., a Delaware limited partnership, as general partner (the “General Partner” or “WOP”), and Brandywine Operating Partnership, L.P., a Delaware limited partnership (the “Limited Partner”). The General Partner, the Limited Partner and such other persons as may become partners of the partnership (as defined herein) in accordance with this Agreement are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner.”
          By Certificate of Limited Partnership filed with the Secretary of State of the Commonwealth of Pennsylvania on January 16, 1989, Nichols Lansdale Limited Partnership III (the “Partnership”) was formed with Nichols Lansdale III, Inc. as its sole general partner (the “Original General Partner”) and one or more other persons as limited partner(s).
          On the date hereof, the General Partner and the Limited Partner are the sole Partners of the Partnership.
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that the Agreement of Limited Partnership of the Partnership is hereby amended and restated in its entirety, as follows:
          Section 1.1.      Continuation, Partners and Name	
 	
                         (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect in the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”), for the purposes set forth in Section 2 hereof. The Partners shall consist of WOP, as the sole General Partner, and BOP as Limited Partner. The business and affairs of the Partnership shall be conducted under the name set forth above or such other name as the General Partner shall, in its sole discretion, designate in writing.	
 	
                         (b)     By executing this Agreement each Partner hereby agrees that the Partnership shall be governed by the Act except as otherwise herein expressly stated. Upon or promptly after the execution of this Agreement, the General Partner shall execute and cause to be filed an Amended and Restated Certificate of Limited Partnership and such other applications, elections, certificates and documents as are required for the continuation of a limited partnership under the Act, or as may be necessary to permit the Partnership to engage in the activities contemplated by Section 2 hereof; and the Partners shall further obtain such business licenses, certificates of qualification and other evidences of authority and shall execute all certificates, notices, statements, and other instruments as may from time to time during the term of the Partnership be necessary or appropriate in the opinion of the General Partner to the achievement of the purposes set forth in Section 2 or as may be required by applicable law so that the Partnership may conduct its business and own the Property (as defined herein).	
 	
          Section 1.2.      Partnership Purposes	

          The purpose of the Partnership is to directly or indirectly acquire, own, hold, construct, develop, maintain, lease, mortgage, encumber, operate, sell and/or transfer, convey or exchange one or more parcels of land and any buildings now existing or hereafter constructed thereon (collectively, the “Property”) and to enter into and perform any and all other activities as may be incidental or related thereto. To carry out these purposes the Partnership shall, subject to the terms of this Agreement and any other agreement entered into by the Partnership, have and exercise all powers now or hereafter permitted by the laws of the Commonwealth of Pennsylvania to be exercised by a limited partnership formed under the laws of that state, and to do any and all things not prohibited by law in furtherance of the business of the Partnership.
          Section 1.3.      Term of Partnership	
          The term of the Partnership has commenced and shall continue until December 31, 2094, unless earlier dissolved pursuant to the terms of this Agreement or by operation of law.
          Section 1.4.      Principal Place of Business; Registered Office	
          The principal place of business and the registered office of the Partnership is at the offices of the General Partner, Newtown Square Corporate Campus, 14 Campus Boulevard, Newtown Square, Pennsylvania 19073 or at such other location as the General Partner shall from time to time determine.
          Section 1.5.      Partnership Interests	
 	
                         (a)     The Partnership shall initially have two classes of partnership interests (“Partnership Interests”): (i) general partnership interests (“General Partnership Interests”); and (ii) limited partnership interests (“Limited Partnership Interests”).	
 	
                         (b)     The General Partner may in its sole discretion cause the Partnership to create and, subject to Section 7(d), issue such additional classes of Partnership Interest with such rights, privileges, and franchises as it determines to be appropriate. Any such issuance may be made by the General Partner, acting singly without the consent of any other Partner, by setting forth either in an amendment or an addendum to this Agreement, the relative rights, obligations, duties, and preference of each new class of securities or interests that is created. A copy of this Agreement as so amended, or the addendum as so adopted, as the case may be, shall be provided to each other Partner. All filings necessary to be made under the Act or applicable law in connection with the creation of any such interest shall be made by the General Partner on behalf of the Partnership. No Partner shall have any preemptive or other rights to subscribe for or acquire any additional securities, interests or indebtedness which may be issued by the Partnership.	
 	
                         (c)     Subject to Section 7(d), the General Partner may solicit and accept additional capital contributions from any Partner or other person and/or cause the Partnership to issue additional partnership interests, rights, options or warrants exercisable for or convertible into partnership interests, or any other “securities” of any type or class whatsoever. Any such securities may be issued for cash, property, services, or such other type, form, and amount of	
-2-

consideration (including notes, other evidences of indebtedness or obligations of the person acquiring the security as the case may be) as the General Partner may determine to be appropriate.
                         (d)     Any person may hold more than one class of Partnership Interest at the same time, and in such event shall for the purposes of this Agreement be separately entitled to the rights afforded a Partner in each of such classes under this Agreement. To the extent that a General Partner contributes to the capital of the Partnership as a Limited Partner or purchases any Limited Partner’s Partnership Interest, it shall be treated in all respects as a Limited Partner as to such interest.	
 	
                         (e)     No Limited Partner shall either directly or indirectly take any action to require partition or appraisal of the Partnership or any of its assets or properties or cause the sale of any Partnership property, and notwithstanding any provision of applicable law to the contrary, each Partner (and its or his legal representatives, successors or assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its or his Partnership Interest, or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement.	
 	
                         (f)     All real and personal property owned by the Partnership shall be owned by the Partnership as an entity, and insofar as permitted by applicable law, no Partner shall have any ownership interest in such property in his or its individual name or right. Each Partner’s interest in and to all Partnership property shall be personal property for all purposes. Without limiting or expanding the foregoing, to the extent allowable under applicable law, the Partnership may hold title to all or any part of its properties or assets in the name of an individual, corporation, partnership, trust or otherwise, the beneficial interest in which shall at all times be vested in the Partnership, and may agree that any such title holders be vested with all or any part of the powers which might otherwise reside in the Partnership. Any such title holder shall perform any and all of their respective functions to the extent and upon such terms and conditions as may be determined from time to time by the General Partner in its sole discretion. All Partnership assets shall be recorded as the property of the Partnership on its books and records, regardless of the name in which legal title may be held.	
 	
          Section 1.6.      Management	
 	
                         (a)     The General Partner. The Partnership shall be managed by or under the direction of the General Partner. Unless otherwise specifically set forth herein, all decisions relating to the business and affairs of the Partnership shall be made, and all action proposed to be taken by or on behalf of the Partnership shall be taken, by or under the direction of the General Partner in its sole and absolute discretion and without the consent of the Limited Partners. All such decisions or actions made or taken by or under the direction of the General Partner hereunder shall be binding upon all of the Partners and the Partnership. All approvals, consents, or ratifications of actions taken by the General Partner required herein may be prospective or retroactive.	
-3-

                         (b)     Specific Power and Authority of the General Partner. Subject to any limitations expressly set forth herein, the General Partner shall have and exercise, and is hereby granted, all of the powers of the Partnership and full, exclusive, and complete authority and discretion in the management and control of the Partnership. Without limiting the foregoing, the power and authority of the General Partner to make all decisions with respect to the business and affairs of the Partnership and to take such action for and on behalf of the Partnership as it may deem necessary or appropriate to enable the Partnership to carry out its purposes shall include, without limitation, the full and complete power and authority, without the consent of the Limited Partner, to do the following:	
 	
                                   (i)     borrow money, procure loans and advances from, for and on behalf of the Partnership (including, without limitations, loans made by the General Partner or any Affiliate to the Partnership), cause any Affiliate to borrow money from, for or on behalf of such Affiliate, to guaranty the obligations of any Affiliate for borrowed money, and to repay, discharge, settle, adjust, compromise or liquidate any such loan or advance, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;	
 	
                                   (ii)     cause the Partnership to lend money (on either a secured or an unsecured basis) to the General Partner, any Affiliate or to any other person or entity on such terms and conditions as the General Partner determines to be necessary or appropriate;	
 	
                                   (iii)     to secure any loans to the Partnership (including, without limitation, loans from the General Partner or any Affiliate or other person) or to secure loans to any Affiliate or other person or to secure any guaranty by the Partnership of either its obligations or the obligations of any Affiliate or other person, convey, mortgage, pledge, assign, or hypothecate, for and on behalf of the Partnership or any Affiliate of the Partnership all or any part of the Property or other assets of the Partnership; to secure any of its obligations (or any obligation of any of its Affiliates (including obligations of the General Partner)) by mortgage, pledge or other encumbrance of all or any of the Partnership’s property or assets (including, without limitation, mortgages securing obligations of Affiliates or other persons that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of such or other Affiliates and persons); to grant any right which it deems necessary or appropriate to be granted with respect to any properties or assets of the Partnership, including, without limitation, easements and other rights appertaining to real property held by the Partnership;	
 	
                                   (iv)     execute and deliver for and on behalf of the Partnership or any Affiliate or other person any contract necessary or incidental to the operation of the property or any business of the Partnership (including any contract of guaranty or suretyship), any promissory note, bond, deed of trust, mortgage, security agreement, financing statement, lease, assignment of leases, guaranty, or other obligation or evidence of indebtedness and all instruments required or advisable in connection with any such instrument;	
 	
                                   (v)     obtain insurance on the Property and any other assets of the Partnership;	
-4-

                                   (vi)     acquire and hold the Property and such other real property, tangible and intangible personal property (including, without limitation, securities or other interests in any entity, and to acquire any such securities or interests in exchange for real or personal property) and other assets as may be necessary or desirable to carry on the business, of the Partnership, or to cause any Affiliate in which the Partnership is a partner or shareholder to acquire and hold real property, tangible and intangible personal property and other assets; and to sell, lease, mortgage, pledge, assign, hypothecate, develop, manage, use, operate, exchange or otherwise dispose of such real property, tangible and intangible personal property and other assets upon such terms and conditions as the General Partner deems necessary or appropriate;	
 	
                                   (vii)     construct, develop, maintain, operate, improve and sell any or all properties owned by the Partnership, or cause such properties to be constructed, developed, maintained, and operated and improved by any Affiliate including, expressly, the power and authority to consummate any interim or permanent financing with respect thereto;	
 	
                                   (viii)     lease the Property and any property owned by any Affiliate and collect all rentals and all other income accruing to the Partnership or such Affiliate, and to pay all acquisition and construction or development costs and all expenses of operation, whether capital or otherwise with respect to the Property and/or such properties owned by an Affiliate;	
 	
                                   (ix)     prepare, or have prepared, and file all tax returns for the Partnership and make all tax elections for the Partnership, including any election under Section 709 of the Internal Revenue Code of 1986, as amended (the “Code”), to amortize certain organizational expenditures incurred by the Partnership over a period of not less than 60 months, and an election under Code Section 754, provided, however, that the Partner or Partners requesting that the Partnership make such election under Code Section 754 shall reimburse the Partnership for any additional costs incurred by the Partnership in making the election for and on behalf of the Partnership;	
 	
                                   (x)     institute, prosecute, defend and settle any legal, arbitration or administrative actions or proceedings on behalf of or against the Partnership or any Affiliate or other person (including, without limitation, any insurance claims), as the General Partner, in its sole discretion, may deem necessary or desirable;	
 	
                                   (xi)     maintain and operate the assets of the Partnership or any Affiliate or other person or any part or parts thereof;	
 	
                                   (xii)     employ, engage or contract with and dismiss or terminate the employment of, supervise and compensate such persons, firms or corporations for and in connection with the business of the Partnership or any Affiliate and the acquisition, development, improvement, operation, maintenance, management, leasing, financing, refinancing, sale, exchange or other disposition of any assets of the Partnership or any Affiliate or other person or any interest in any of such assets as the General Partner, in its sole discretion, may deem necessary or desirable;	
-5-

                                   (xiii)     pay any debts and other obligations of the Partnership or Affiliate and to cause any Affiliate to pay the debts and obligations of such Affiliate, including amounts due under any construction and permanent financing of improvements and other loans to the Partnership or such Affiliate, as the case may be, and costs of operation and maintenance of the assets of the Partnership or such Affiliate, as the case may be;	
 	
                                   (xiv)     pay all taxes, assessments, rents and other impositions applicable to the assets of the Partnership or any Affiliate and undertake when appropriate any action or proceeding seeking to reduce such taxes, assessments, rents or other impositions;	
 	
                                   (xv)     deposit or invest all monies received by the General Partner for or on behalf of the Partnership or any Affiliate as the General Partner shall deem appropriate and to conduct all banking transactions, open, maintain and close bank accounts and change signatories on such accounts, and to draw checks and other orders for the payment of monies and to disburse all funds on deposit and liquidate such investments on behalf of the Partnership or such Affiliate in such amounts and at such times as the same may be required;	
 	
                                   (xvi)     sell or otherwise transfer all, substantially all or any of the Property and other assets of the Partnership or to cause any Affiliate to sell or otherwise transfer all or any of its properties and other assets, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;	
 	
                                   (xvii)     act as the tax matters partner for the Partnership or any Affiliate (within the meaning of Code Section 6231);	
 	
                                   (xviii)     perform other obligations provided elsewhere in this Agreement to be performed by the General Partner, including, without limitation, the preparation of all financial reports, the maintenance of the Partnership books and records;	
 	
                                   (xix)     in connection with borrowings made by or on behalf of the Partnership from the General Partner, mortgage, pledge, or otherwise grant securities interests on any or all of the Partnership’s assets or properties to secure the obligation of the Partnership to the General Partner and the obligations of the General Partner to its lenders in respect of any such borrowings or otherwise; and	
 	
                                   (xx)     take any and all other actions as the General Partner may deem necessary or appropriate in furtherance of the business of the Partnership.	
        The General Partner shall be entitled to act upon any resolution, certificate, statement, agreement, document, or other instrument, and to consult with legal counsel, accountants, appraisers, and other professionals and persons, and to rely upon the authenticity and genuineness of all such writings and the advice of such persons in connection with the business of the Partnership. Any act which may be taken by the General Partner hereunder, may be taken by any of its duly authorized officers or any attorney-in-fact for either the General Partner or such officers.
-6-

          By executing this Agreement, the Limited Partner hereby expressly consents to any exercise by the General Partner of any or all of the foregoing powers.
                         (c)     Guaranty of Obligations of the General Partner. The General Partner and Limited Partner expressly acknowledge and agree that the Partnership’s financial standing and economic viability depend in large part on the financial standing and economic viability of the General Partner and its Affiliates, including the General Partner’s ability to borrow funds for the benefit of the General Partner and all of its Affiliates, and to secure such borrowings with first and subordinate liens on real property. The General Partner and Limited Partner hereby consent and agree to any and all guarantees by the Partnership of indebtedness for borrowed money and other obligations of the General Partner and/or any other Affiliate. The General Partner and Limited Partner hereby consent and agree that it is a good and valid Partnership purpose given for good and valuable consideration for the benefit of all the Partners for the Partnership to convey, mortgage, assign, pledge and/or hypothecate the Property, any tangible or intangible personal property or any other assets of the Partnership as security for any such guaranty or as security for the obligations or liabilities of the General Partner and/or any other Affiliate. The foregoing is given with the understanding and agreement that the General Partner and each other Affiliate for whose benefit any such guaranty is given will have the power and authority to guaranty obligations and liabilities of the Partnership.	
 	
                         (d)     Evidence of Authority of General Partner. The signed statement of the General Partner, reciting that it has authority to undertake any act, when delivered to any third party, shall be all the evidence such third party shall need concerning the capacity or authority of the General Partner to so act, and any such third party shall be entitled to rely upon such statement and shall not be required to inquire further as to any of the facts contained in such statement, said facts being deemed to be true insofar as such third party is concerned.	
 	
                         (e)     Limited Partner. The Limited Partner shall have no right or authority to act for or to bind the Partnership and shall not participate in the conduct, management or control of the Partnership’s affairs or take any action that would cause a default or non-compliance under any contract or agreement to which the Partnership is a party or which is related to the use, operation, maintenance, development or financing of the Partnership’s properties or assets. No Limited Partner may voluntarily withdraw from the Partnership without the prior consent of the General Partner, which consent may be given or withheld in the sole discretion of the General Partner.	
          The Limited Partner hereby waives any rights which he might otherwise have under applicable law as a creditor with respect to any distribution to be made hereunder to the maximum extent permitted by the Act.
                         (f)     Specific Consent. The Limited Partner hereby specifically consents and agrees in accordance with the Act that the General Partner shall have the right, power and authority, notwithstanding anything in the Act to the contrary, to (i) sell all or substantially all of the assets of the Partnership, (ii) confess judgment against the Partnership or execute any note, mortgage or other agreement containing a provision pursuant to which judgment may be confessed against the Partnership or its assets, (iii) pledge or mortgage any or all of its assets as	
-7-

security for the repayment of any loans to the Partnership (including, without limitation, loans made to the Partnership by its General Partner whether at the time of the Formation or otherwise), and (iv) take any other action not inconsistent with the terms of this Agreement, in each case without the further consent of the Limited Partners, which consent shall be deemed to be granted hereby.
          Section 1.7.      Capital	
 	
                         (a)     Initial Capital Contributions. On or prior to the date hereof, the Partners have contributed to the capital of the Partnership or shall be deemed to have contributed to the capital of the Partnership an amount equal to such Partner’s Capital Interest (as defined below) multiplied by the fair market value of the interests in the Partnership as of the date hereof (an “Initial Capital Contribution”).	
 	
                         (b)     Additional Capital Contributions. No Partner shall have any obligation to contribute any additional sum to the capital of the Partnership. If the General Partner determines that additional funds are necessary for Partnership purposes, it may, at its sole discretion, borrow such funds on behalf of the Partnership from third parties on such terms and conditions as the General Partner deems necessary or appropriate, loan such funds to the Partnership, or subject to Section 7(d), contribute such funds to the Partnership as an additional capital contribution or obtain such funds through the issuance of securities as provided in Section 5(c) above. Any loans by the General Partner to the Partnership shall bear interest at such reasonable rate as the General Partner shall determine, not exceeding 1.0% per annum over the greater of the General Partner’s average cost of funds or the rate of interest charged on the General Partner’s principal bank line of credit, in each case as the same may change from time to time. Any loans by the General Partner to the Partnership shall be paid out of available Operating Cash Flow from the Partnership before any distribution shall be made to the Partners.	
 	
                         (c)     Percentage Interest. The Partners shall have separate and differing interests in the capital (“Capital Interest”) and in the profits (“Profits Interest”) of the Partnership, which at the date hereof are as set forth below:	
 	 	 	 	 	 	
 	 	 Capital Interest	 	Profits Interest	 	
 	 	 	 	 	 	
 	General Partner 	88.9%	 	98.9%	 	
 	Limited Partner 	11.1%	 	1.1%	 	
 	
                         (d)     Adjustments to Percentage Interests. Upon the admission of any additional Partners to the Partnership, or upon the making of any additional Capital Contribution to the Partnership by a Partner, the percentage interests of the Partners shall be adjusted, so that their respective percentage interests shall be the percentage that each Partner’s aggregate Capital Contributions to the Partnership bears to the aggregate Capital Contributions of all Partners to the Partnership at the applicable time of determination or, in such other manner as may be agreed to by all Partners. In any such event, the allocation provisions of the Agreement shall be amended as may then be required by the Code and the rules and regulations thereunder.	
-8-

                         (e)     No Interest, Etc. No Partner shall be entitled to (i) receive any interest or other compensation on or with respect to its Capital Contributions or withdraw any part of its capital contributions or receive any distribution, except as provided in Sections 9 and 19 hereof; or (ii) demand or receive any property from the Partnership other than cash.	
 	
                         (f)     Establishment of Capital Accounts.	
 	
                                   (i)     General Rule. A capital account shall be established for each Partner (hereinafter referred to as “Capital Account”) in the amount of such Partner’s Initial Capital Contribution and shall be determined and maintained in accordance with the rules of Treasury Regulation (“Treas. Reg.”) §1.704-1(b)(2)(iv). Pursuant to such rules, a Partner’s Capital Account shall be increased by:	
 	
                         (A)     the amount of money contributed by the Partner to the Partnership;	
 	
                         (B)     the fair market value of property (other than money) contributed by, or on behalf of, the Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership assumes or subject to which it takes the property); and	
 	
                         (C)     allocations to the Partner of Partnership income and gain (or items thereof), including income and gain exempt from tax and income based on the book values described in Section 7(i) of this Agreement;	
and decreased by:
                         (D)     the amount of money distributed to the Partner by the Partnership;	
 	
                         (E)     the fair market value of property (other than money) distributed to the Partner by the Partnership (net of liabilities secured by such distributed property that the Partner assumes or subject to which he takes the property);	
 	
                         (F)     allocations to the Partner of expenditures of the Partnership not deductible in computing its taxable income and not properly chargeable to capital account (including organization or syndication expenditures not deductible by the Partnership pursuant to Code Section 709 and losses disallowed to the Partnership under Code Sections 267(a)(1) or 707(b)); and	
                         (G)      allocations of Partnership loss and deduction (or items thereof), including loss and deduction described in Section 7(i) of this Agreement but excluding items described in clause (F) above and percentage depletion in respect of an item of depletable property of the Partnership in excess of the adjusted tax basis of such property;
and shall otherwise be adjusted in accordance with the remaining provisions of this Section 7.
                                   (ii)     For purposes of paragraphs (g) through (l) of this Section 7, except as otherwise provided herein, the fair market value of property contributed to the Partnership or distributed by the Partnership, if permitted under Treas. Reg. §1.704-1(b)(2)(iv), 	
-9-

shall be the value assigned to such property by agreement between the General Partner and the Partner (other than the General Partner) by which such property is contributed or to which such property is distributed. If no such agreement as to value is made, the fair market value of such property shall be determined by an appraisal.
                         (g)     Special Rules Regarding Distributions of Property. If property (other than money) is distributed to a Partner (whether in liquidation of his interest or otherwise) then immediately prior to such distribution, the Capital Accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners if there were a taxable disposition of such property for the fair market value of the property (but not less than the amount of any nonrecourse indebtedness to which such property is subject) on the date of distribution.	
 	
                         (h)     Property Carried at a Book Value Different from Tax Basis. If, pursuant to provisions of this Section 7, property is reflected in the Capital Accounts of the Partners and on the books of the Partnership at a book value that differs from the adjusted tax basis of such property, then the adjustments to Capital Accounts in respect of such property prescribed in Sections 7(g)(i)(C), 7(g)(i)(G) and 7(h) shall be determined by reference to depreciation, depletion, amortization, gain or loss as computed for book purposes and no further adjustments shall be made to the Capital Accounts to reflect the Partner’s shares of the corresponding tax items. For the purposes of computing such adjustments to Capital Accounts, the amount of book depreciation, depletion, or amortization for a period with respect to an item of partnership property shall be the amount that bears the same relation to the book value of such property as the depreciation (or cost recovery deduction), depletion, or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property. If such property has a zero adjusted tax basis, the General Partner may select any reasonable method of computing book depreciation, depletion or amortization with respect to such property.	
 	
                         (i)     Transfers of Interests in the Partnership. Upon the transfer of all or a part of an interest in the Partnership, the Capital Account of the transferor that is attributable to the transferred interest shall carry over to the transferee, adjusted as provided in Section 7(k). If, however, the transfer of an interest in the Partnership causes a termination of the Partnership for federal income tax purposes, then the Capital Account that carries over to the transferee and the Capital Accounts of all other Partners will be recomputed as though all property and liabilities of the Partnership had been distributed in accordance with existing Capital Account balances, adjusted in accordance with Section 7(h), and recontributed to the Partnership (or, in the case of liabilities, reassumed by the Partnership) as though such contributions were being made upon the formation of a new partnership, in accordance with the constructive liquidating distributions and recontributions deemed to occur under Treas. Reg. §1.708-1(b)(1)(iv) (or any successor provision).	
 	
                         (j)     Adjustments to Capital Accounts in Connection with an Election under Code Section 754. Upon an adjustment to the adjusted tax basis of Partnership property pursuant 	
-10-

to Code Sections 732, 734 or 743, the Capital Accounts of the Partners shall be adjusted as provided in Treas. Reg. §1.704-1(b)(2)(iv)(m) (or any successor provision).
                         (k)     Revaluations of Partnership Property. Upon (i) a contribution of money or other property to the Partnership by a new or existing Partner as consideration for an interest in the Partnership or (ii) a distribution of money or other property by the Partnership to a retiring or continuing Partner as consideration for relinquishment of an interest in the Partnership, the Capital Accounts of the Partners may, in the discretion of the General Partner, be adjusted to reflect the manner in which the unrealized income, gain, loss or deduction inherent in all Partnership property for federal income tax purposes (that has not been reflected in the Capital Accounts of the Partners previously) would be allocated among the Partners under Section 8 of this Agreement if there were a taxable disposition of all Partnership property for its fair market value immediately prior to such contribution or distribution. For purposes of this Section 7(l) the fair market value of Partnership property shall be the value (but not less than the amount of any nonrecourse indebtedness to which such property is subject) assigned to such property by agreement between the General Partner and the contributor or distributee Partner, as the case may be. If such agreement as to value is not made, then the fair market value of such property shall be determined by appraisal by an M.A.I. appraiser selected by the General Partner.	
 	
          Section 1.8.      Allocation of Income and Losses	
 	
                         (a)     General Rules of Allocation. Net Profit, Net Losses and all items of income, gain, loss and deduction, whether or not includible or deductible for federal income tax purposes, shall be credited to or debited against the Partners’ respective Capital Accounts as set forth in this Section 8. It is intended that, as a result of such allocations and the application of Section 7(g), all liquidating distributions made pursuant to Section 16 shall be identical to the amounts that would be distributed to each Partner if such distributions were made instead pursuant to Section 9(c).	
 	
                         (b)     Net Profits and Losses. “Net Profits” or “Net Losses” for any fiscal year or other period shall be an amount equal to the sum of (i) the Partnership’s taxable income or loss for such year or period as shown or reported on the Partnership’s U.S. Partnership return of income (but computed as provided in Section 7(i)), and (ii) any income of the Partnership for such year or period exempt from federal income taxation, reduced by (iii) any expenditures of the Partnership for such year or period not deductible in computing its taxable income and not properly capitalized for federal income tax purposes.	
 	
                         (c)     Net Profits. Net Profits of the Partnership for any fiscal year or other period shall be allocated to the Partners as follows:	
 	
                                   (i)     First, to those Partners having negative Capital Account balances, in proportion to such negative balances, until such negative balances are eliminated;	
 	
                                   (ii)     Second, to those Partners for whom the Initial Capital Contribution reduced by distributions of Extraordinary Cash Flow under Section 9(c)(i) (the	
-11-

“Unrepaid Capital Contribution”) exceeds its Capital Account balance, in proportion to such excesses, until any such excesses are eliminated; and
                                   (iii)     Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.	
 	
                         (d)     Net Losses. Net Losses of the Partnership for any Fiscal Year or other period shall be allocated to the Partners as follows:	
 	
                                   (i)     First, to those Partners whose Capital Account balances exceed their Unrepaid Capital Contributions, in proportion to such excesses, until such excesses are eliminated;	
 	
                                   (ii)     Second, to those Partners having positive Capital Account balances, in proportion to such positive balances until such positive balances are eliminated; and	
 	
                                   (iii)     Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.	
 	
                         (e)     Distributive Share for Federal Income Tax Purposes. The Partnership shall report each Partner’s distributive share of Net Profits, Net Losses and items of income, gain, loss and deduction in accordance with the rules of Section 704(b) and (c) of the Code, as determined by the General Partner upon the advice of the Partnership’s accountants and/or tax counsel. Except as otherwise provided herein, each Partner’s share of each item of Partnership income, gain, loss or deduction for each taxable period shall equal such Partner’s share of Net Profits or Net Losses for such period. For Federal income tax purposes, the Partnership shall use the “remedial allocation method,” as described in Treas. Reg. §1.704-3(d), to allocate income, gain, loss or deduction with respect to any property contributed by a Partner to the Partnership and with respect to any property for which differences between book value and adjusted tax basis are created pursuant to Section 7(l). These allocations shall not affect the Partner’s Capital Account.	
 	
                         (f)     Deficit in Capital Account. No Partner shall be required to restore any deficit balance in its Capital Account to the Partnership except as required by the Act or as provided in Section 19 of this Agreement.	
 	
          Section 1.9.      Distributions	
 	
                         (a)     Definitions. For purposes of this Section 9, the following terms shall have the respective meanings set forth below:	
 	
                                   (i)     Operating Cash Flow: As to any fiscal year or portion thereof, Operating Revenues less Partnership Expenses and a reserve in a reasonable amount determined by the General Partner for working capital, payment of future known or reasonably foreseeable expenditures, obligations, or liabilities of the Partnership, and repairs, replacements, and improvements to any Partnership assets.	
-12-

                                   (ii)     Operating Revenues: As to any fiscal year or portion thereof, the total cash receipts of the Partnership less “Capital Transaction Proceeds” (the proceeds from Capital Contributions or from any sale, refinancing or any similar transaction with respect to the Partnership’s assets and less insurance proceeds), Capital Contributions, loans, any properly unapplied advance rentals in connection with the leasing of any Partnership assets (which shall be Operating Revenues when applied), and any unforfeited security deposits of tenants of any Partnership assets.	
 	
                                   (iii)     Partnership Expenses: As to any fiscal year or portion thereof, all expenditures, expenses, and charges related to the management and operation of the Partnership and the conduct of its business and affairs and the ownership, leasing, operation, improvement, construction, development, maintenance and upkeep of any of its assets.	
 	
                                   (iv)     Extraordinary Cash Flow: As to any fiscal year or portion thereof, the proceeds from the sale of any real property by the Partnership (a “Capital Transaction”) less any expenses, costs, or liabilities incurred by the Partnership in effecting any such sale, and an amount set aside or committed by the General Partner for repair, improvement and replacement to or of any Partnership assets.	
 	
                         (b)     Distributions of Operating Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Operating Cash Flow to the Partners in proportion to their respective Profits Interests.	
 	
                         (c)     Distributions of Extraordinary Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Extraordinary Cash Flow, if any, to the Partners in the following order of priority:	
 	
                                   (i)     First, to the Partners in proportion to, and up to, the amounts of their respective Unreturned Capital Contributions; and	
 	
                                   (ii)     Any remaining amounts, to the Partners in proportion to their respective Profits Interests.	
 	
          Section 1.10.      Actions and Compensation of Partners	
 	
                         (a)     Except as set forth in this Section, no Partner shall receive or be entitled to any compensation or reimbursement for its services to or expenses incurred in connection with the Partnership.	
 	
                         (b)     The General Partner shall be entitled to receive reimbursement from the Partnership for all costs and expenses incurred by it in connection with the conduct of the business of the Partnership, or paid by it for the account of the Partnership, including, without limitation, reasonable charges for the management of the Partnership and for maintaining the books and records of the Partnership and all costs and expenses of maintaining the Partnership’s existence and good standing as well as all legal and accounting fees allocable to the Partnership.	
-13-

                         (c)     To compensate the General Partner for its services in connection with the leasing and management of the Property, the Partnership may, subject to Section 24, enter into management, leasing, agency or similar agreements in form acceptable to the General Partner, in its sole discretion, with the General Partner or an Affiliate and pay to the General Partner or an Affiliate all management and leasing fees and commissions payable thereunder.	
 	
                         (d)     Nothing in this Agreement shall be deemed to restrict in any way the freedom of any Partner (including, without limitation, the General Partner) or any person, firm or corporation affiliated with any Partner to conduct or engage in any business or activity whatsoever, for its own account and without regard to the business of the Partnership, including, without limitation, acquiring, developing, promoting, leasing, selling or exploiting real property and functioning as a real estate broker, agent or consultant, regardless of the location of the real estate involved in such business or activity; and neither the Partnership nor any Partner shall have any rights in or to, or any right to an accounting for, any income or profit derived by any other Partner or its Affiliate(s) from such business or activity. In this regard, the Partners specifically acknowledge that the General Partner and Affiliates of the General Partner presently engage in businesses which are or may be directly competitive with the business of the Partnership; provided, however, that nothing in this paragraph shall abridge or expand the rights of any Limited Partner under any non-competition agreement or other similar arrangement which it may have entered into with the General Partner or any other Partner.	
 	
          Section 1.11.      Transactions with Affiliates	
 	
                         (a)     The General Partner is authorized to enter into agreements on behalf of the Partnership with Affiliates of the General Partner, or persons affiliated with the Limited Partners, provided that any such agreement is made on terms which the General Partner, in its sole discretion, deems reasonable and in the best interest of the Partnership. This Agreement shall not give the Partnership or any Partner any interest in, or right to, any such business or activity or any proceeds, income or profit thereof or therefrom, and no Partner shall be obligated hereunder to offer any business opportunity to the Partnership or to any other Partner. The fact that a Partner is directly or indirectly interested in, affiliated or connected with any person, firm or corporation shall not prevent the Partnership from employing or retaining any such person, firm or corporation to render or perform a service or from purchasing merchandise or property from any such person, firm or corporation, and neither the Partnership nor any Partner, as such, shall have any rights in or to any income or profit derived by any such person, firm or corporation as a result of such employment, retainer or purchase.	
 	
                         (b)     Without limiting the foregoing, the Partners specifically acknowledge that the Partnership expects to enter into various arrangements with the General Partner and its Affiliates to provide for the management, leasing, and maintenance of Partnership property. By executing this Agreement, each Partner hereby acknowledges that it is anticipated that the Partnership will borrow money from the General Partner and other Affiliates or from lenders to the General Partner or other Affiliates and lend money (on both a secured and unsecured basis) to the General Partner and other Affiliates and, in certain instances, secure such borrowings by pledges and mortgages of all or substantially all of its properties and assets.	
-14-

          Section 1.12.      Books, Records and Financial Reports	
 	
                         (a)     The Partnership shall maintain or cause to be maintained at its principal place of business books of the Partnership showing all receipts, expenditures, assets, liabilities, profits and losses, and shall maintain all other records necessary for recording the Partnership’s business and affairs. The books of the Partnership shall be kept on the accrual method of accounting used for federal income tax purposes or such other basis as the General Partner shall determine. Such books and records shall be open to the inspection of each Partner or the duly authorized representatives of such Partner upon reasonable notice at reasonable times during normal business hours to the extent required by the Act; provided, however, that the General Partner may keep confidential from the Limited Partners for such reasonable period of time as the General Partner deems appropriate, any information that the General Partner in good faith reasonably believes is not in the best interests of the Limited Partners or the Partnership to reveal.	
 	
                         (b)     The General Partner is hereby designated as the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. The General Partner shall make all decisions as to accounting principles and all elections required or permitted to be made by the Partnership under the Code pertaining to the method of depreciation and deductibility of costs and expenses for the purposes of determining the Partnership’s distributable income and losses as well as for federal income tax reporting purposes.	
 	
                         (c)     The fiscal year of the Partnership shall be the calendar year.	
 	
                         (d)     Within sixty (60) days following the last day of each of the first three fiscal quarters of each fiscal year, the General Partner, at the expense of the Partnership, shall cause to be prepared and furnished to the Partners a financial account of the Partnership for such quarter prepared on such basis as the General Partner shall determine to be appropriate.	
 	
                         (e)     Within ninety (90) days following the last day of each fiscal year, the General Partner shall furnish to the Partners a financial account for such preceding fiscal year prepared at the Partnership’s expense on such basis as the General Partner shall determine to be appropriate.	
 	
                         (f)     There shall be delivered to each Partner as soon as practicable and in any event within ninety (90) days after the close of each fiscal year, a copy of the Federal Partnership Return of Income (Form 1065) or other tax return filed by the Partnership.	
 	
                         (g)     The General Partner may, in its sole discretion, perform, or cause to be performed, at the Partnership’s expense, such additional audits, accountings or appraisals of the Partnership’s business any assets as it from time to time or at any time determines to be necessary or appropriate.	
 	
          Section 1.13.      Restrictions on Transfer	
 	
                         (a)     Transfer of General Partners’ Interest. The General Partner may sell, convey, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of (any such 	
-15-

event, a “Transfer” and the taking of any such action, “To Transfer”) any Partnership Interest held by it on the date hereof or hereafter acquired by it without the consent of any Partner.
                         (b)     No Limited Partner may Transfer all or any portion of, or any right in or to, any Partnership Interest held by it on the date hereof or hereafter acquired, without the consent of the General Partner, which may be given or withheld in its sole and absolute discretion. Further, any Transfer by any Limited Partner of any interest which it may hold in the Partnership shall be made only upon such terms and conditions as the General Partner, in its sole and absolute discretion, shall approve.	
 	
                         (c)     Any issuance, sale, disposition, pledge, hypothecation by any Partner other than the General Partner, or other encumbrance of capital stock, partnership interest, options, warrants, rights or other equity securities in or to any Partner other than the General Partner that is a corporation, partnership, association or other entity or by any shareholder or other owner of any Partner shall constitute a Transfer and may not be made, in the case of such a Transfer by or with respect to a Limited Partner, without the consent of the General Partner, which may be given or withheld in its sole and absolute discretion. In order to effectuate this restriction on Transfers, each Partner shall, and shall cause each owner of any interest in such Partner, to execute such agreements as may be required by the General Partner. In connection with the foregoing, each Partner understands and agrees that any direct or indirect issuance or Transfer of partnership interests or other securities in the General Partner or stock or other securities of the General Partner thereof shall not constitute, and shall not for the purposes of this Agreement be deemed to constitute, a Transfer of any interest in or to the General Partner.	
 	
                         (d)     All Transfers permitted hereunder shall be by instrument in form and substance satisfactory to the General Partner. Any Transfer in violation of this Agreement shall be null and void and shall not operate to vest any rights in any transferee. Subject to the foregoing, every transferee of any Partnership Interest who wishes to participate in the Partnership as a Partner shall execute a counterpart of this Agreement accepting and adopting all of the terms and provisions of this Agreement, as the same may have been amended, and any transferee who fails to do so shall not be entitled to any rights hereunder as a Partner or otherwise. In addition, each of the transferee and the transferor shall execute and acknowledge all such other instruments, in form and substance, satisfactory to the General Partner, as may be necessary or desirable to effectuate such Transfer on terms acceptable to the General Partner.	
 	
                         (e)     In no event shall the Partnership dissolve or terminate upon the admission of any Partner or upon any permitted Transfer of a Partnership Interest by any Partner. Each Partner hereby waives its right to dissolve, liquidate or terminate the Partnership in such event.	
 	
                         (f)     All expenses of the Partnership and of the Partners occasioned by a Transfer permitted under this Section 13 shall be borne by the Partner effecting the permitted Transfer.	
 	
                         (g)     Each Partner hereby indemnifies and holds harmless the Partnership and each of its Partners and the Partnership against any loss, claim, cost, expense, damage or 	
-16-

liability in respect of any Transfer (or purported Transfer) which such Partner may make (or attempt to make) in violation of this Agreement.
                         (h)     For purposes of computing allocations of income, gain, loss and deduction hereunder, the books of the Partnership shall be closed as of the beginning of the day on which any Transfer occurs. All income, gain, loss and deduction recognized by the Partnership before such closing of the books shall be allocated to the Partners immediately prior to such closing in accordance with this Agreement as in effect at the time such books are closed, and all such items recognized by the Partnership after such closing of the books shall be allocated among the remaining Partners in accordance with this Agreement as thereafter in effect. Gain or loss from the sale or other taxable disposition of a Partnership Capital Asset shall be allocated to the persons who were Partners at the time such gain or loss was recognized by the Partnership.	
 	
          Section 1.14.      Admission of Additional Partners	
 	
                         (a)     New or substitute General or Limited Partners may freely be admitted to the Partnership by the General Partner, in its sole and absolute discretion, as a result of Transfer of Partnership Interests permitted hereunder or the issuance of additional Partnership Interests permitted hereunder. Each new Partner shall be admitted pursuant to this Section 14. The Partnership Interest of any such new Partner shall be fixed in accordance with Section 7(e) above, with an appropriate adjustment in the Partnership Interest of the existing Partners. Each new or substitute Partner shall sign a supplement to this Agreement at the time such new Partner is admitted confirming the admission of the new Partner as a Partner hereunder.	
 	
                         (b)     In connection with the admission of any new or substitute Partner to the Partnership, the General Partner shall have the power, right, and authority to amend this Agreement to reflect the rights and obligations of such new Partner, including without limitation his or its obligations to contribute to the capital of the Partnership, rights to distributions, or rights to approve or consent to Partnership actions.	
 	
                         (c)     In the event any person is admitted as a substitute General Partner, such admission shall occur contemporaneously with withdrawal of the then existing General Partner.	
 	
          Section 1.15.      Dissolution Events	
          The Partnership shall continue in effect until the expiration of its term, unless it shall be dissolved in the manner provided in Section 16 hereof due to the happening of any of the following events:
                         (a)     The determination by the General Partner, in its sole discretion, to dissolve the Partnership; provided, however, that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the Operating Partnership.	
-17-

                         (b)     The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment;	
 	
                         (c)     The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership;	
 	
                         (d)     The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom;	
 	
                         (e)     The General Partner:	
 	
                                   (i)     makes an assignment for the benefit of creditors;	
 	
                                   (ii)     files a voluntary petition in bankruptcy;	
 	
                                   (iii)     is adjudicated a bankrupt or insolvent;	
 	
                                   (iv)     files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;	
 	
                                   (v)     files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or	
 	
                                   (vi)     seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties.	
 	
                         (f)     Dissolution by operation of law; or	
 	
                         (g)     The vote of all the Partners.	
 	
          Section 1.16.      Winding up, Liquidation and Dissolution	
 	
                         (a)     Upon the dissolution of the Partnership under Section 15 of this Agreement, liquidation and winding up shall be carried out by the General Partner, acting as liquidator, in accordance with the provisions of this Section 16, unless a majority in interest of the Partners agree in writing to appoint one or more substitute General Partners and to continue the business of the Partnership as provided in the Act, in which case the business of the Partnership shall be so continued.	
-18-

                         (b)     Upon dissolution of the Partnership the business of the Partnership shall continue, if necessary, for the sole purpose of winding up its affairs; provided that the process of winding up may include completion of such work as the General Partner shall consider appropriate. The rights and obligations of the General Partner with respect to management of the Partnership as set forth herein shall continue during the period of such winding up, except that if the General Partner shall have become incapacitated from exercising the management powers set forth herein because the General Partner has been liquidated or dissolved or is subject to a proceeding in bankruptcy, said powers shall pass to the General Partner’s liquidating trustee or trustee or receiver in bankruptcy as appropriate.	
 	
                         (c)     The assets of the Partnership shall, consistent with Section 16(a), be liquidated as promptly as possible so as to permit distributions in cash, but such liquidation shall be made in an orderly manner so as to avoid undue losses attendant upon liquidation.	
 	
                         (d)     The Partners hereby agree that, notwithstanding the provisions of the Act and any other laws, the proceeds of liquidation and all other assets of the Partnership shall be applied and distributed in the following order of priority:	
 	
                                   (i)     in payment of the expenses of liquidation;	
 	
                                   (ii)     in payment of debts of the Partnership to creditors other than the Partners in such order and priority as is required by law;	
 	
                                   (iii)     to establish reserves deemed reasonable for the ultimate discharge of contingent, unliquidated or unforeseen liabilities or obligations of the Partnership;	
 	
                                   (iv)     in payment of debts of the Partnership to Partners who are also creditors; and	
 	
                                   (v)     to those Partners having positive Capital Account balances in proportion to such positive balances after giving effect to all contributions, distributions and allocations for all periods.	
          The intent and purpose of this subsection (d) is to modify the priorities of distribution set forth in the Act to reflect the understanding and agreement of the Partners.
          Such distributions shall be made by the end of the Partnership year in which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation).
                         (e)     In the event that complete liquidation of the assets of the Partnership within the period of time prescribed for distributions in Section 16(d) proves impracticable, assets of the Partnership other than cash may be distributed to the Partners in kind. Any asset distributed in kind pursuant to this subparagraph shall be distributed to the Partners, valued at fair market value, in accordance with their Capital Accounts as determined after (i) application of Section 8 of this Agreement; (ii) reduction for distributions of cash and cash-equivalents pursuant to Section 19(b); and (iii) the adjustments to reflect the amount of income, gain, or loss 	
-19-

which the Partnership would have recognized if such assets had been sold, as prescribed in Section 7(g)(ii).
                         (f)     If the General Partner deems it necessary to provide for payments of known or contingent or unforeseen liabilities of the Partnership after the expiration of the time period prescribed for distributions in subsection (c), then the General Partner may arrange for such payments out of the assets of the Partnership in any manner that does not violate the requirements of Treas. Reg. §1.704-1(b)(2)(ii)(b)(2).	
 	
                         (g)     In connection with the termination of the Partnership, the Partnership’s accountants shall prepare and furnish to each Partner a statement setting forth the assets and liabilities for the Partnership as of the date of complete liquidation.	
 	
                         (h)     Upon dissolution of the Partnership the General Partner shall contribute to the Partnership an amount of money equal to the lesser of: (i) the deficit balance, if any, in its Capital Account and (ii) the excess, if any, of one and one-hundredths percent (1.01%) of the aggregate capital contributions of the Limited Partners over the capital contributions previously made by the General Partner. Any contributions required under this subparagraph (h) shall be made no later than a date that will permit such contributions to be distributed among the Partners in accordance with the provisions of this Section 16 within the time period provided for such distribution in Section 16(d).	
 	
                         (i)     Upon a termination of the Partnership for federal income tax purposes under Code Section 708(b)(1), other than a termination caused by a dissolution described in Section 15, the amount of any constructive liquidating distributions of the Partnership properties deemed to occur under Treas. Reg. §1.7081(b)(1)(iv) shall be determined in accordance with the positive Capital Account balances of the Partners, as determined after taking into account all Capital Account adjustments for the Partnership taxable year ending upon the date of such termination including, without limitation, the adjustments prescribed in Sections 7(h) and 7(j).	
 	
                         (j)     The liquidation of the Partnership shall be final when all of the Partnership assets have been collected and applied to the Partnership obligations and its remaining assets, if any, have been distributed to the Partners in accordance with this Agreement. Upon the conclusion of such Events, and the completion of the Liquidators’ final accounting, the Partnership shall terminate.	
 	
                         (k)     In the event of any termination of the Partnership, the books and records of the Partnership shall be retained for a period of seven years (by the General Partner or its designee and, if the Partnership is liquidated as a result of the withdrawal of the General Partner, by such person as may be selected by persons holding a majority of the then outstanding Limited Partnership interest).	
 	
                         (l)     The General Partner acting as liquidator (or any other person so acting pursuant to this Agreement) under this Agreement shall be indemnified by the Partnership with respect to all actions taken to liquidate the Partnership in accordance with this Agreement.	
-20-

          Section 1.17.      Power of Attorney	
 	
                         (a)     Grant of Power. Each Limited Partner hereby makes, constitutes and appoints the General Partner, and any successor General Partner, with full power of substitution and resubstitution, its agent and attorney-in-fact, for it and in its name, place and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file and/or record this Agreement and to sign, execute, certify, acknowledge, swear to, file and/or record a Certificate of Limited Partnership or any other instruments that may be required in connection with the formation of the Partnership, the conduct of the Partnership’s business or the dissolution and winding-up of the Partnership under the laws of the Commonwealth of Pennsylvania or any other jurisdiction, including without limitation, instruments (i) to reflect the exercise by the General Partner of any of the powers, authorizations or rights granted to it under this Agreement or the taking by the General Partner of any action which it is required, authorized or permitted to take hereunder; (ii) to reflect any amendments made to this Agreement or the cancellation of this Agreement upon the dissolution of the Partnership; (iii) to make any amendments to this Agreement deemed necessary or desirable by the General Partner (x) to comply with Federal or state securities laws or comments made by staff members of any Federal or state agency regulating the issuance of securities, or (y) to better express or carry out the purpose of the Partnership as a title holding partnership for the General Partner, or (z) to better express or carry out the mortgaging or pledging of the Property and any other assets of the Partnership to secure the obligations and liabilities of the General Partner or any Affiliate of the General Partner when deemed appropriate or desirable by the General Partner; (iv) to make filings under fictitious name statutes or other filings required by the Partnership; (v) to reflect the admission to the Partnership of any additional or any substituted Limited Partner, in the manner prescribed in this Agreement; (vi) to cause the Partnership to be qualified to do business in, or, if required, to exist as a limited partnership under the law of, any jurisdiction; and any other instruments which may be required of the Partnership or of the Partners, or deemed desirable by the General Partner. Each Limited Partner authorizes such attorney-in-fact to take any further actions which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as the Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The Limited Partner waives any and all defenses which may be available to the Limited Partner to contest, negate, or disaffirm the actions of any General Partner under the power of attorney herein granted.	
 	
                         (b)     Nature of Power. The power of attorney granted pursuant to this Agreement:	
 	
                                   (i)     is a special power of attorney coupled with an interest and is irrevocable;	
 	
                                   (ii)     may be exercised by such attorney-in-fact by listing the names of all of the Limited Partners who are to be parties to any agreement, certificate, 	
-21-

instrument or document, with the signatures of such attorney-in-fact together with the recital that it acts as attorney-in-fact for all of them; and
                                   (iii)     shall survive the death, bankruptcy or mental incapacitation of the Limited Partner, to the extent it may legally contract for such survival, or the transfer or assignment by it of its interest herein, except that where such transfer or assignment is of all of the interest held by the Limited Partner and the transferee or assignee thereof, with the consent of the General Partner, is admitted as a substituted limited partner, the power of attorney given by the transferor shall survive such transfer or assignment for the sole purpose of enabling such attorney-in-fact to execute, acknowledge, swear to, and file any agreement, certificate, instrument or document necessary to effect such substitution.	
 	
                         (c)     Execution of Additional Documents. Upon request of the General Partner, the Limited Partner shall promptly execute all certificates, agreements and other documents necessary or desirable for the General Partner to accomplish all such filings, recordings, publications and other acts as it determines may be appropriate to comply with (i) the requirements for the formation, operation, amendment or dissolution, as the case may be, of a limited partnership under the laws of the Commonwealth of Pennsylvania and (ii) similar requirements of applicable law in all other jurisdictions where the Partnership proposes to conduct business or (iii) as may be necessary and appropriate to advance the business and achieve the goals of the Partnership.	
 	
          Section 1.18.      Successors and Assigns	
          Except as otherwise set forth in this Agreement, the terms, covenants and agreements herein contained shall inure to the benefit of and be binding upon the successors, heirs and assigns of the parties hereto. This Agreement and the rights and obligations set forth herein may not be assigned or delegated by any party without the written consent of each other party hereto, except as provided herein.
          Section 1.19.      Notice	
          Any notice or communication required or referred to herein shall be in writing and transmitted by personal delivery or by registered or certified mail, postage prepaid, or by Federal Express or other nationally recognized overnight courier service, addressed to such Partner at the address set forth below or to such other address as such Partner may hereafter designate to the other Partners in accordance herewith.
          If to the General Partner or Limited Partner:
                                   c/o Brandywine Operating Partnership, L.P.	
                                   Newtown Corporate Campus	
                                   14 Campus Boulevard	
                                   Newtown Square, PA 19073	
 	
          Section 1.20.      Governing Law	
-22-

          This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
          Section 1.21.      Captions	
          Section titles or captions contained in this Agreement are inserted only for reference and in no way define, limit, extend or describe the scope or intent of any provision of this Agreement.
          Section 1.22.      Amendment	
 	
                         (a)     The General Partner shall have the power and authority, in its discretion and without the consent of any other Partner, to amend the provisions of this Agreement except if such amendment would have a material adverse affect on the Limited Partner.	
 	
          Section 1.23.      No Third Party Beneficiary	
          Any agreement to pay any amount and any assumption of liability herein contained, express or implied, shall be only for the benefit of the Partners and their respective heirs, successors, and assigns, and such agreements and assumptions shall not inure to the benefit of the obligees of any indebtedness or any other party whatsoever, it being the intention of the Partners that no one shall be deemed to be a third party beneficiary of this Agreement.
          Section 1.24.      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.
          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.
 	GENERAL PARTNER	
 	WITMER OPERATING PARTNERSHIP, L.P.	
 	 	 	
 	By:	Brandywine Witmer LLC, its General Partner	

 	 	 /s/ Gerard H Sweeney	
 	 		
 	 	President and Chief Executive Officer	

 	LIMITED PARTNER	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
-23-

 	 By:	Brandywine Realty Trust, its General Partner	

 	 	 /s/ Gerard H Sweeney	
 	 		
 	 	President and Chief Executive Officer	
 	 	
-24-

Back to Contents
EXHIBIT “A”
Identity and Interests of Partners
I.      GENERAL PARTNER
 	 	Capital 	Profits	 	
Name and Address	 	 Interest 	Interest	 	
 	 	 	 	 	
Witmer Operating Partnership, L.P.	 	88.9%	98.9%	 	
14 Campus Boulevard	 	 	 	 	
Newtown Square, PA 19073	 	 	 	 	
 
II.      LIMITED PARTNERS
 	 	Capital 	Profits	 	
Name and Address	 	 Interest 	Interest	 	
 	 	 	 	 	
Brandywine Operating Partnership, L.P. 	 	11.1%	1.1%	 	
14 Campus Boulevard	 	 	 	 	
Newtown Square, PA 19073	 	 	 	 	
-4-

Exhibit 3.78
 	STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:30 PM 12/05/1997
971415803 – 2551477 	
AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
WITMER OPERATING PARTNERSHIP I, L.P.
Witmer Operating Partnership I, LP., 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 November 15, 1995, and amended and restated pursuant to an Amended and Restated Certificate of Limited Partnership filed with the office of the Secretary of State of Delaware on August 30, 1996, hereby certifies that its Certificate of Limited Partnership is amended and restated to read in its entirety as follows: 
 	1.	The name of the Partnership is Witmer Operating Partnership I, L.P.	
 	 	 	
 	2.  	The address of the registered office of the Partnership in Delaware is 1013 Centre Road, Wilmington, DE 19805-1297. The Partnership’s registered agent at that address is Corporation Service Company, in the County of New Castle.	
 	 	 	
 	3.	The name and mailing address of the sole general partner is:	
 	 	 	
 	 	Brandywine Witmer, L.L.C.
c/o Brandywine Realty Trust
16 Campus Boulevard
Suite 150,
Newtown Square, PA 19073	
IN WITNESS WHEREOF, this Amended and Restated Certificate of Limited Partnership, which restates and integrates and also further amends the Certificate of Limited Partnership as heretofore amended or supplemented, has been duly executed as of the 19th day of November, 1997, and is being filed in accordance with Section 17-210 of the Act by a general partner thereunto duly authorized.
 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	By.	BRANDYWINE WITMER, L.L.C.	
 	 	as the new sole general partner 	
 	 	 	
 	By.	/s/ Gerard H. Sweeney	
 	 		
 	 	Gerard H. Sweeney
President and Chief Executive Officer
of Brandywine Realty Trust, the
general partner or the sole member of 
Brandywine Witmer, L.L.C.	

 
 	STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:50 PM 10/26/2000
001540859 – 2551477 	
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
WITMER OPERATING PARTNERSHIP I, L.P.
This Certificate of Amendment to Certificate of Formation of Witmer Operating Partnership I, L.P. (the “Company” ) has been duly executed and is being filed by the undersigned authorized person pursuant to 6 Del. C. § 18-202.
1.    The name of the Company is Witmer Operating Partnership I, L.P.	
 	 	 	
2.    The Certificate of Formation of the Company is hereby amended by deleting Section Second thereof in its entirety, and by substituting in lieu thereof a new Section Second to read as follows:	
 	 	 	
 	“Second.	The address of the registered office of the Partnership in the State of Delaware is to be located at 1201 Market Street, Suite 1600 in the City of Wilmington, County of New Castle, 19801, and its registered agent at such address is PHS Corporate Services, Inc.” 	
IN WITNESS WHEREOF, the undersigned authorized person has duly executed this Certificate of Amendment to Certificate of Formation as of this 26th day of October, 2000.
 	/s/ Jacqueline Y. Eastridge	
 		
 	Jacqueline Y. Eastridge,
Authorized Person 	

AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
WITMER OPERATING PARTNERSHIP I, L.P.
Dated as of November 18, 1997

 
          This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”) made and entered into as of November 18, 1997, by and among BRANDYWINE WITMER, L.L.C. a Pennsylvania limited liability company, as general partner (the “General Partner”) and BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware corporation (the “Limited Partner”). The General Partner, the Limited Partner and such other persons as may become partners of the partnership (as defined herein) in accordance with this Agreement are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner.”
          By Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on November 15, 1995, Witmer Operating Partnership I, L.P. (the “Partnership”) was formed with BRT Witmer, Inc. as its sole general partner (the “Original General Partner”) and one or more other persons as limited partner(s) (the “Original Limited Partners”) in the Partnership (collectively, including the Original General Partner, the “Original Partners”).
          In connection with the reconstitution of the Partnership on August 22, 1996, the following occurred: (a) the Original General Partner assigned all of its general partnership interest in the Partnership to Brandywine Holdings I, Inc., a Pennsylvania corporation (the “Replacement General Partner”); (b) all of the Original Limited Partners assigned their limited partnership interests in the Partnership to the Limited Partner. As a result, the General Partner acquired a 1% capital and a 1% profits interest in the Partnership, and the Limited Partner acquired a 99% capital interest and a 99% profits interest in the Partnership.
          On the date hereof, the Replacement General Partner transferred all of its interests in the Partnership to the General Partner (Brandywine Witmer, L.L.C.).
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that the Replacement General Partner does hereby withdraw as the general partner of the Partnership, the General Partner is hereby admitted to the Partnership as the sole general partner of the Partnership, the Limited Partner hereby continues as the limited partner of the Partnership, and the Agreement of Limited Partnership of the Partnership is hereby amended and restated in its entirety, as follows:
Section 1.     Continuation, Partners and Name.	
 	
     (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act of the State of Delaware as in effect on the date hereof, as the same may be amended from time to time (the “Act”), for the purposes set forth in Section 2 hereof. The Partners shall consist of Brandywine Witmer, L.L.C., as the sole General Partner, and Brandywine Operating Partnership, L.P., as the sole Limited Partner. The business and affairs of the Partnership shall be conducted under the name set forth above or such other name as the General Partner shall, in its sole discretion, designate in writing.	

 	
     (b)     By executing this Agreement each Partner hereby agrees that the Partnership shall be governed by the Act except as otherwise herein expressly stated. Upon or promptly after the execution of this Agreement, the General Partner shall execute and cause to be filed an Amended and Restated Certificate of Limited Partnership and such other applications, elections, certificates and documents as are required for the continuation of a limited partnership under the Act, or as may be necessary to permit the Partnership to engage in the activities contemplated by Section 2 hereof; and the Partners shall further obtain such business licenses, certificates of qualification and other evidences of authority and shall execute all certificates, notices, statements, and other instruments as may from time to time during the term of the Partnership be necessary or appropriate in the opinion of the General Partner to the achievement of the purposes set forth in Section 2 or as may be required by applicable law so that the Partnership may conduct its business and own the Property (as defined herein).	
 	
Section 2.     Partnership Purposes.	
          The purpose of the Partnership is to directly, or indirectly through one or more Affiliates (as defined below), acquire, own, hold, construct, develop, maintain, lease, mortgage, encumber, operate, sell and/or transfer, convey or exchange one or more parcels of land and any buildings now existing or hereafter constructed thereon (collectively, the “Property”) and to enter into and perform any and all other activities as may be incidental or related thereto. To carry out these purposes the Partnership shall, subject to the terms of this Agreement and any other agreement entered into by the Partnership, have and exercise all powers now or hereafter permitted by the laws of the State of Delaware to be exercised by a limited partnership formed under the laws of that state, and to do any and all things not prohibited by law in furtherance of the business of the Partnership. Without limiting the foregoing, the Partnership shall have the right, power, and authority to: directly or indirectly, sue and be sued in all courts and participate in all proceedings; hold, purchase, receive, lease or otherwise acquire, own, improve, employ, use and deal in and with real or personal property or any interest therein; hold title to any or all of its property in the name of any partnership, corporation or other entity, including the General Partner; sell, convey, lease, exchange, transfer or otherwise dispose of or mortgage or pledge all or any of its property and assets, or any interest therein; wind up and dissolve itself as provided in this Agreement; enter into any contract (including any contracts of guaranty and suretyship with respect to the obligations of the Partnership or third parties, including any Affiliates), agreement, undertaking, arrangement, or any joint venture, partnership or association of any kind; incur liabilities, borrow or lend money, issue notes, bonds, and other obligations to any person (including, without limitation, the General Partner and other Affiliates), and secure any of its obligations (or obligations of its Affiliates) by mortgage, pledge or other encumbrance of all or any of its property (including, without limitation, mortgages in favor of or securing obligations of third parties, including its Affiliates, that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of the same or other parties, including Affiliates), franchises, and income; issue additional securities of any type, including interests, rights, options, or warrants; lend money, invest and reinvest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested; hire any and all persons as employees, agents, independent contractors, consultants or otherwise; provide insurance for its benefit on the life of any of its Partners or their partners, officers, directors or employees; guaranty, purchase, take, receive, subscribe for or otherwise acquire, own, hold, use or otherwise employ securities or interests in any entity (including joint ventures, corporations, and general and limited partnerships); and to take or cause to be taken all actions and to perform all functions necessary or appropriate to conduct the business of the Partnership.
-2-

          As used herein, the term “Affiliate” shall mean any corporation, partnership or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Partnership. The Affiliates of the Partnership include on the date hereof (without limitation) the General Partner and any partnership in which the General Partner, Brandywine or the Partnership is a general partner.
Section 3.     Term of Partnership.	
          The term of the Partnership has commenced and shall continue until December 31, 2095, unless earlier dissolved pursuant to the terms of Section 18 hereof or by operation of law.
Section 4.     Principal Place of Business; Registered Office.	
          The principal place of business and the registered office of the Partnership is at the offices of the General Partner, Newtown Square Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania 19073 or at such other location as the General Partner shall from time to time determine.
Section 5.     Partnership Interests.	
 	
     (a)     The Partnership shall initially have two classes of partnership interests (“Partnership Interests”): (i) general partnership interests (“General Partnership Interests”); and (ii) limited partnership interests (“Limited Partnership Interests”).	
 	
     (b)     The General Partner may in its sole discretion cause the Partnership to create and, subject to Section 7(d), issue such additional classes of Partnership Interest with such rights, privileges, and franchises as it determines to be appropriate. Any such issuance may be made by the General Partner, acting singly without the consent of any other Partner, by setting forth either in an amendment or an addendum to this Agreement, the relative rights, obligations, duties, and preference of each new class of securities or interests that is created. A copy of this Agreement as so amended, or the addendum as so adopted, as the case may be, shall be provided to each other Partner. All filings necessary to be made under the Act or applicable law in connection with the creation of any such interest shall be made by the General Partner on behalf of the Partnership. No Partner shall have any preemptive or other rights to subscribe for or acquire any additional securities, interests or indebtedness which may be issued by the Partnership.	
 	
     (c)     Subject to Section 7(d), the General Partner may solicit and accept additional capital contributions from any Partner or other person and/or cause the Partnership to issue additional partnership interests, rights, options or warrants exercisable for or convertible into partnership interests, or any other “securities” of any type or class whatsoever. Any such securities may be issued for cash, property, services, or such other type, form, and amount of consideration (including notes, other evidences of indebtedness or obligations of the person acquiring the security as the case may be) as the General Partner may determine to be appropriate.	
-3-

 	
     (d)     Any person may hold more than one class of Partnership Interest at the same time, and in such event shall for the purposes of this Agreement be separately entitled to the rights afforded a Partner in each of such classes under this Agreement. To the extent that a General Partner contributes to the capital of the Partnership as a Limited Partner or purchases any Limited Partner’s Partnership Interest, it shall be treated in all respects as a Limited Partner as to such interest.	
 	
     (e)     No Limited Partner shall either directly or indirectly take any action to require partition or appraisal of the Partnership or any of its assets or properties or cause the sale of any Partnership property, and notwithstanding any provision of applicable law to the contrary, each Partner (and its or his legal representatives, successors or assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its or his Partnership Interest, or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement.	
 	
     (f)     All real and personal property owned by the Partnership shall be owned by the Partnership as an entity, and insofar as permitted by applicable law, no Partner shall have any ownership interest in such property in his or its individual name or right. Each Partner’s interest in and to all Partnership property shall be personal property for all purposes. Without limiting or expanding the foregoing, to the extent allowable under applicable law, the Partnership may hold title to all or any part of its properties or assets in the name of an individual, corporation, partnership, trust or otherwise, the beneficial interest in which shall at all times be vested in the Partnership, and may agree that any such title holders be vested with all or any part of the powers which might otherwise reside in the Partnership. Any such title holder shall perform any and all of their respective functions to the extent and upon such terms and conditions as may be determined from time to time by the General Partner in its sole discretion. All Partnership assets shall be recorded as the property of the Partnership on its books and records, regardless of the name in which legal title may be held.	
 	
Section 6.     Management.	
 	
     (a)     The General Partner. The Partnership shall be managed by or under the direction of the General Partner. Unless otherwise specifically set forth herein, all decisions relating to the business and affairs of the Partnership shall be made, and all action proposed to be taken by or on behalf of the Partnership shall be taken, by or under the direction of the General Partner in its sole and absolute discretion and without the consent of the Limited Partners. All such decisions or actions made or taken by or under the direction of the General Partner hereunder shall be binding upon all of the Partners and the Partnership. All approvals, consents, or ratifications of actions taken by the General Partner required herein may be prospective or retroactive.	
-4-

 	
     (b)     Specific Power and Authority of the General Partner. Subject to any limitations expressly set forth herein, the General Partner shall have and exercise, and is hereby granted, all of the powers of the Partnership and full, exclusive, and complete authority and discretion in the management and control of the Partnership. Without limiting the foregoing, the power and authority of the General Partner to make all decisions with respect to the business and affairs of the Partnership and to take such action for and on behalf of the Partnership as it may deem necessary or appropriate to enable the Partnership to carry out its purposes shall include, without limitation, the full and complete power and authority, without the consent of the Limited Partners, to do the following:	
 	
          (i)     borrow money, procure loans and advances from, for and on behalf of the Partnership (including, without limitations, loans made by the General Partner or any Affiliate to the Partnership), cause any Affiliate to borrow money from, for or on behalf of such Affiliate, to guaranty the obligations of any Affiliate for borrowed money, and to repay, discharge, settle, adjust, compromise or liquidate any such loan or advance, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;	
 	
          (ii)     cause the Partnership to lend money (on either a secured or an unsecured basis) to the General Partner, any Affiliate or to any other person or entity on such terms and conditions as the General Partner determines to be necessary or appropriate;	
 	
          (iii)     to secure any loans to the Partnership (including, without limitation, loans from the General Partner or any Affiliate or other person) or to secure loans to any Affiliate or other person or to secure any guaranty by the Partnership of either its obligations or the obligations of any Affiliate or other person, convey, mortgage, pledge, assign, or hypothecate, for and on behalf of the Partnership or any Affiliate of the Partnership all or any part of the Property or other assets of the Partnership; to secure any of its obligations (or any obligation of any of its Affiliates (including obligations of the General Partner)) by mortgage, pledge or other encumbrance of all or any of the Partnership’s property or assets (including, without limitation, mortgages securing obligations of Affiliates or other persons that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of such or other Affiliates and persons); to grant any right which it deems necessary or appropriate to be granted with respect to any properties or assets of the Partnership, including, without limitation, easements and other rights appertaining to real property held by the Partnership;	
 	
          (iv)     execute and deliver for and on behalf of the Partnership or any Affiliate or other person any contract necessary or incidental to the operation of the property or any business of the Partnership (including any contract of guaranty or suretyship), any promissory note, bond, deed of trust, mortgage, security agreement, financing statement, lease, assignment of leases, guaranty, or other obligation or evidence of indebtedness and all instruments required or advisable in connection with any such instrument;	
-5-

 	
          (v)     obtain insurance on the Property and any other assets of the Partnership;	
 	
          (vi)     acquire and hold the Property and such other real property, tangible and intangible personal property (including, without limitation, securities or other interests in any entity, and to acquire any such securities or interests in exchange for real or personal property) and other assets as may be necessary or desirable to carry on the business, of the Partnership, or to cause any Affiliate in which the Partnership is a partner or shareholder to acquire and hold real property, tangible and intangible personal property and other assets; and to sell, lease, mortgage, pledge, assign, hypothecate, develop, manage, use, operate, exchange or otherwise dispose of such real property, tangible and intangible personal property and other assets upon such terms and conditions as the General Partner deems necessary or appropriate;	
 	
          (vii)     construct, develop, maintain, operate, improve and sell any or all properties owned by the Partnership, or cause such properties to be constructed, developed, maintained, and operated and improved by any Affiliate including, expressly, the power and authority to consummate any interim or permanent financing with respect thereto;	
 	
          (viii)     lease the Property and any property owned by any Affiliate and collect all rentals and all other income accruing to the Partnership or such Affiliate, and to pay all acquisition and construction or development costs and all expenses of operation, whether capital or otherwise with respect to the Property and/or such properties owned by an Affiliate;	
 	
          (ix)     prepare, or have prepared, and file all tax returns for the Partnership and make all tax elections for the Partnership, including any election under Section 709 of the Internal Revenue Code of 1986, as amended (the “Code”), to amortize certain organizational expenditures incurred by the Partnership over a period of not less than 60 months, and an election under Code Section 754, provided, however, that the Partner or Partners requesting that the Partnership make such election under Code Section 754 shall reimburse the Partnership for any additional costs incurred by the Partnership in making the election for and on behalf of the Partnership;	
 	
          (x)     institute, prosecute, defend and settle any legal, arbitration or administrative actions or proceedings on behalf of or against the Partnership or any Affiliate or other person (including, without limitation, any insurance claims), as the General Partner, in its sole discretion, may deem necessary or desirable;	
 	
          (xi)     maintain and operate the assets of the Partnership or any Affiliate or other person or any part or parts thereof;	
 	
          (xii)     employ, engage or contract with and dismiss or terminate the employment of, supervise and compensate such persons, firms or corporations for and in connection with the business of the Partnership or any Affiliate and the acquisition, development, improvement, operation, maintenance, management, leasing, financing, refinancing, sale, exchange or other disposition of any assets of the Partnership or any Affiliate or other person or any interest in any of such assets as the General Partner, in its sole discretion, may deem necessary or desirable;	
-6-

 	
          (xiii)     pay any debts and other obligations of the Partnership or Affiliate and to cause any Affiliate to pay the debts and obligations of such Affiliate, including amounts due under any construction and permanent financing of improvements and other loans to the Partnership or such Affiliate, as the case may be, and costs of operation and maintenance of the assets of the Partnership or such Affiliate, as the case may be;	
 	
          (xiv)     pay all taxes, assessments, rents and other impositions applicable to the assets of the Partnership or any Affiliate and undertake when appropriate any action or proceeding seeking to reduce such taxes, assessments, rents or other impositions;	
 	
          (xv)     deposit or invest all monies received by the General Partner for or on behalf of the Partnership or any Affiliate as the General Partner shall deem appropriate and to conduct all banking transactions, open, maintain and close bank accounts and change signatories on such accounts, and to draw checks and other orders for the payment of monies and to disburse all funds on deposit and liquidate such investments on behalf of the Partnership or such Affiliate in such amounts and at such times as the same may be required;	
 	
          (xvi)     sell or otherwise transfer all, substantially all or any of the Property and other assets of the Partnership or to cause any Affiliate to sell or otherwise transfer all or any of its properties and other assets, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;	
 	
          (xvii)     act as the tax matters partner for the Partnership or any Affiliate (within the meaning of Code Section 6231);	
 	
          (xviii)     perform other obligations provided elsewhere in this Agreement to be performed by the General Partner, including, without limitation, the preparation of all financial reports, the maintenance of the Partnership books and records;	
 	
          (xix)     in connection with borrowings made by or on behalf of the Partnership from the General Partner, mortgage, pledge, or otherwise grant securities interests on any or all of the Partnership’s assets or properties to secure the obligation of the Partnership to the General Partner and the obligations of the General Partner to its lenders in respect of any such borrowings or otherwise; and	
 	
          (xx)     take any and all other actions as the General Partner may deem necessary or appropriate in furtherance of the business of the Partnership.	
 	 	
 	          The General Partner shall be entitled to act upon any resolution, certificate, statement, agreement, document, or other instrument, and to consult with legal counsel, accountants, appraisers, and other professionals and persons, and to rely upon the authenticity and genuineness of all such writings and the advice of such persons in connection with the business of the Partnership. Any act which may be taken by the General Partner hereunder, may be taken by any of its duly authorized officers or any attorney-in-fact for either the General Partner or such officers.	
-7-

 	 	
 	          By executing this Agreement, each Limited Partner hereby expressly consents to any exercise by the General Partner of any or all of the foregoing powers.	
 	
     (c)     Guaranty of Obligations of the General Partner. Without limiting the provisions of Sections 2, 6(a) or 6(b) above, the General Partner and each Limited Partner expressly acknowledge and agree that the Partnership’s financial standing and economic viability depend in large part on the financial standing and economic viability of the General Partner and its Affiliates, including the General Partner’s ability to borrow funds for the benefit of the General Partner and all of its Affiliates, and to secure such borrowings with first and subordinate liens on real property. The General Partner and each Limited Partner hereby consent and agree to any and all guarantees by the Partnership of indebtedness for borrowed money and other obligations of the General Partner and/or any other Affiliate. The General Partner and each Limited Partner hereby consent and agree that it is a good and valid Partnership purpose given for good and valuable consideration for the benefit of all the Partners for the Partnership to convey, mortgage, assign, pledge and/or hypothecate the Property, any tangible or intangible personal property or any other assets of the Partnership as security for any such guaranty or as security for the obligations or liabilities of the General Partner and/or any other Affiliate. The foregoing is given with the understanding and agreement that the General Partner and each other Affiliate for whose benefit any such guaranty is given will have the power and authority to guaranty obligations and liabilities of the Partnership.	
 	
     (d)     Evidence of Authority of General Partner. The signed statement of the General Partner, reciting that it has authority to undertake any act, when delivered to any third party, shall be all the evidence such third party shall need concerning the capacity or authority of the General Partner to so act, and any such third party shall be entitled to rely upon such statement and shall not be required to inquire further as to any of the facts contained in such statement, said facts being deemed to be true insofar as such third party is concerned.	
 	
     (e)     Limited Partners. The Limited Partners shall have no right or authority to act for or to bind the Partnership and shall not participate in the conduct, management or control of the Partnership’s affairs or take any action that would cause a default or non-compliance under any contract or agreement to which the Partnership is a party or which is related to the use, operation, maintenance, development or financing of the Partnership’s properties or assets. No Limited Partner may voluntarily withdraw from the Partnership without the prior consent of the General Partner, which consent may be given or withheld in the sole discretion of the General Partner.	
          Each Limited Partner hereby waives any rights which he might otherwise have under applicable law as a creditor with respect to any distribution to be made hereunder to the maximum extent permitted by the Act.
     (f)     Specific Consent. The Limited Partners hereby specifically consent and agree in accordance with the Act that the General Partner shall have the right, power and authority, notwithstanding anything in the Act to the contrary, to (i) sell all or substantially all of the assets of the Partnership, (ii) confess judgment against the Partnership or execute any note, mortgage or other agreement containing a provision pursuant to which judgment may be confessed against the Partnership or its assets, (iii) pledge or mortgage any or all of its assets as security for the repayment of any loans to the Partnership (including, without limitation, loans made to the Partnership by its General Partner whether at the time of the Formation or otherwise), and (iv) take any other action not inconsistent with the terms of this Agreement, in each case without the further consent of the Limited Partners, which consent shall be deemed to be granted hereby.	
-8-

 	
     (g)     Certain Limitations. Certain of the Limited Partners are or may become limited partners or equity holders of interests in the General Partner or one or more of its successors or assigns. As a result, such Limited Partners may have, pursuant to the constituent documents of the General Partner or its successors and assigns, certain rights to consent to, vote upon, approve, or otherwise become engaged in or with the taking of certain actions by the General Partner. Nothing in this Agreement shall be understood to qualify, modify, limit, abridge, or otherwise affect any such right which such Limited Partner may have in its capacity as a partner or equity holder in the General Partner or any successor thereto or assignee thereof.	
 	
Section 7.     Capital.	
 	
     (a)     Initial Capital Contributions. On or prior to the date hereof, the Partners have contributed to the capital of the Partnership or shall be deemed to have contributed to the capital of the Partnership an amount equal to such Partner’s Capital Interest (as defined below) multiplied by the fair market value of the interests in the Partnership as of the date hereof (an “Initial Capital Contribution”).	
 	
     (b)     Additional Capital Contributions. No Partner shall have any obligation to contribute any additional sum to the capital of the Partnership. If the General Partner determines that additional funds are necessary for Partnership purposes, it may, at its sole discretion, borrow such funds on behalf of the Partnership from third parties on such terms and conditions as the General Partner deems necessary or appropriate, loan such funds to the Partnership, or subject to Section 7(d), contribute such funds to the Partnership as an additional capital contribution or obtain such funds through the issuance of securities as provided in Section 5(c) above. Any loans by the General Partner to the Partnership shall bear interest at such reasonable rate as the General Partner shall determine, not exceeding 1.0% per annum over the greater of the General Partner’s average cost of funds or the rate of interest charged on the General Partner’s principal bank line of credit, in each case as the same may change from time to time. Any loans by the General Partner to the Partnership shall be paid out of available Operating Cash Flow from the Partnership before any distribution shall be made to the Partners.	
 	
     (c)     Percentage Interest. The Partners shall have separate and differing interests in the capital (“Capital Interest”) and in the profits (“Profits Interest”) of the Partnership, which at the date hereof are as set forth below:	
 	 	 	 	 	 	 	 	
 	 	 	Capital Interest	 	 	Profits Interest	 	
								
General Partner	 	 	1.0	%	 	1.0	%	
Limited Partner	 	 	99.0	%	 	99.0	%	
-9-

 	
     (d)     During the period commencing on the date hereof and ending on September 1, 1999, the General Partner shall not cause the Partnership to issue any equity securities (or securities convertible into equity securities) of the Partnership or make (or permit any other person to make) any additional Capital Contribution to the Partnership. During this same period, any advances of capital made to the Partnership shall be deemed to be loans to the Partnership regardless of whether any note or other evidence of indebtedness is issued in connection therewith. In the absence of any other Agreement among the parties, such loans shall bear interest at the rate stated in paragraph 7(b) above, compounded annually, mature on the fifth anniversary of the date they are made, and require no payments of principal prior to maturity.	
 	
     (e)     Adjustments to Percentage Interests. Upon the admission of any additional Partners to the Partnership, or upon the making of any additional Capital Contribution to the Partnership by a Partner, the percentage interests of the Partners shall be adjusted, so that their respective percentage interests shall be the percentage that each Partner’s aggregate Capital Contributions to the Partnership bears to the aggregate Capital Contributions of all Partners to the Partnership at the applicable time of determination or, in such other manner as may be agreed to by all Partners. In any such event, the allocation provisions of the Agreement shall be amended as may then be required by the Code and the rules and regulations thereunder.	
 	
     (f)     No Interest, Etc. No Partner shall be entitled to (i) receive any interest or other compensation on or with respect to its Capital Contributions or withdraw any part of its capital contributions or receive any distribution, except as provided in Sections 9 and 19 hereof; or (ii) demand or receive any property from the Partnership other than cash.	
 	
     (g)     Establishment of Capital Accounts.	
 	
          (i)     General Rule. A capital account shall be established for each Partner (hereinafter referred to as “Capital Account”) in the amount of such Partner’s Initial Capital Contribution and shall be determined and maintained in accordance with the rules of Treasury Regulation (“Treas. Reg.”) §1.704-1(b)(2)(iv). Pursuant to such rules, a Partner’s Capital Account shall be increased by:	
 	
                    (A)     the amount of money contributed by the Partner to the Partnership;	
 	
                    (B)     the fair market value of property (other than money) contributed by, or on behalf of, the Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership assumes or subject to which it takes the property); and	
 	
                    (C)     allocations to the Partner of Partnership income and gain (or items thereof), including income and gain exempt from tax and income based on the book values described in Section 7(i) of this Agreement;	
and decreased by:
-10-

                    (D)     the amount of money distributed to the Partner by the Partnership;	
 	
                    (E)     the fair market value of property (other than money) distributed to the Partner by the Partnership (net of liabilities secured by such distributed property that the Partner assumes or subject to which he takes the property);	
 	
                    (F)     allocations to the Partner of expenditures of the Partnership not deductible in computing its taxable income and not properly chargeable to capital account (including organization or syndication expenditures not deductible by the Partnership pursuant to Code Section 709 and losses disallowed to the Partnership under Code Sections 267(a)(1) or 707(b)); and	
 	
                    (G)     allocations of Partnership loss and deduction (or items thereof), including loss and deduction described in Section 7(i) of this Agreement but excluding items described in clause (F) above and percentage depletion in respect of an item of depletable property of the Partnership in excess of the adjusted tax basis of such property;	
and shall otherwise be adjusted in accordance with the remaining provisions of this Section 7.
          (ii)     For purposes of paragraphs (g) through (l) of this Section 7, except as otherwise provided herein, the fair market value of property contributed to the Partnership or distributed by the Partnership, if permitted under Treas. Reg. §1.704-1(b)(2)(iv), shall be the value assigned to such property by agreement between the General Partner and the Partner (other than the General Partner) by which such property is contributed or to which such property is distributed. If no such agreement as to value is made, the fair market value of such property shall be determined by an appraisal.	
 	
     (h)     Special Rules Regarding Distributions of Property. If property (other than money) is distributed to a Partner (whether in liquidation of his interest or otherwise) then immediately prior to such distribution, the Capital Accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners if there were a taxable disposition of such property for the fair market value of the property (but not less than the amount of any nonrecourse indebtedness to which such property is subject) on the date of distribution.	
 	
     (i)     Property Carried at a Book Value Different from Tax Basis. If, pursuant to provisions of this Section 7, property is reflected in the Capital Accounts of the Partners and on the books of the Partnership at a book value that differs from the adjusted tax basis of such property, then the adjustments to Capital Accounts in respect of such property prescribed in Sections 7(g)(i)(C), 7(g)(i)(G) and 7(h) shall be determined by reference to depreciation, depletion, amortization, gain or loss as computed for book purposes and no further adjustments shall be made to the Capital Accounts to reflect the Partner’s shares of the corresponding tax items. For the purposes of computing such adjustments to Capital Accounts, the amount of book depreciation, depletion, or amortization for a period with respect to an item of partnership property shall be the amount that bears the same relation to the book value of such property as the depreciation (or cost recovery deduction), depletion, or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property. If such property has a zero adjusted tax basis, the General Partner may select any reasonable method of computing book depreciation, depletion or amortization with respect to such property.	
-11-

 	
     (j)     Transfers of Interests in the Partnership. Upon the transfer of all or a part of an interest in the Partnership, the Capital Account of the transferor that is attributable to the transferred interest shall carry over to the transferee, adjusted as provided in Section 7(k). If, however, the transfer of an interest in the Partnership causes a termination of the Partnership for federal income tax purposes, then the Capital Account that carries over to the transferee and the Capital Accounts of all other Partners will be recomputed as though all property and liabilities of the Partnership had been distributed in accordance with existing Capital Account balances, adjusted in accordance with Section 7(h), and recontributed to the Partnership (or, in the case of liabilities, reassumed by the Partnership) as though such contributions were being made upon the formation of a new partnership, in accordance with the constructive liquidating distributions and recontributions deemed to occur under Treas. Reg. §1.708-1(b)(1)(iv) (or any successor provision).	
 	
     (k)     Adjustments to Capital Accounts in Connection with an Election under Code Section 754. Upon an adjustment to the adjusted tax basis of Partnership property pursuant to Code Sections 732, 734 or 743, the Capital Accounts of the Partners shall be adjusted as provided in Treas. Reg. §1.704-1(b)(2)(iv)(m) (or any successor provision).	
 	
     (l)     Revaluations of Partnership Property. Upon (i) a contribution of money or other property to the Partnership by a new or existing Partner as consideration for an interest in the Partnership or (ii) a distribution of money or other property by the Partnership to a retiring or continuing Partner as consideration for relinquishment of an interest in the Partnership, the Capital Accounts of the Partners may, in the discretion of the General Partner, be adjusted to reflect the manner in which the unrealized income, gain, loss or deduction inherent in all Partnership property for federal income tax purposes (that has not been reflected in the Capital Accounts of the Partners previously) would be allocated among the Partners under Section 8 of this Agreement if there were a taxable disposition of all Partnership property for its fair market value immediately prior to such contribution or distribution. For purposes of this Section 7(l) the fair market value of Partnership property shall be the value (but not less than the amount of any nonrecourse indebtedness to which such property is subject) assigned to such property by agreement between the General Partner and the contributor or distributee Partner, as the case may be. If such agreement as to value is not made, then the fair market value of such property shall be determined by appraisal by an M.A.I. appraiser selected by the General Partner.	
-12-

 	
Section 8.     Allocation of Income and Losses.	
 	
     (a)     General Rules of Allocation. Net Profit, Net Losses and all items of income, gain, loss and deduction, whether or not includible or deductible for federal income tax purposes, shall be credited to or debited against the Partners’ respective Capital Accounts as set forth in this Section 8. It is intended that, as a result of such allocations and the application of Section 7(g), all liquidating distributions made pursuant to Section 19 shall be identical to the amounts that would be distributed to each Partner if such distributions were made instead pursuant to Section 9(c).	
 	
     (b)     Net Profits and Losses. “Net Profits” or “Net Losses” for any fiscal year or other period shall be an amount equal to the sum of (i) the Partnership’s taxable income or loss for such year or period as shown or reported on the Partnership’s U.S. Partnership return of income (but computed as provided in Section 7(i)), and (ii) any income of the Partnership for such year or period exempt from federal income taxation, reduced by (iii) any expenditures of the Partnership for such year or period not deductible in computing its taxable income and not properly capitalized for federal income tax purposes.	
 	
     (c)     Net Profits. Net Profits of the Partnership for any fiscal year or other period shall be allocated to the Partners as follows:	
 	
          (i)     First, to those Partners having negative Capital Account balances, in proportion to such negative balances, until such negative balances are eliminated;	
 	
          (ii)     Second, to those Partners for whom the Initial Capital Contribution reduced by distributions of Extraordinary Cash Flow under Section 9(c)(i) (the “Unrepaid Capital Contribution”) exceeds its Capital Account balance, in proportion to such excesses, until any such excesses are eliminated; and	
 	
          (iii)     Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.	
 	
     (d)     Net Losses. Net Losses of the Partnership for any Fiscal Year or other period shall be allocated to the Partners as follows:	
 	
          (i)     First, to those Partners whose Capital Account balances exceed their Unrepaid Capital Contributions, in proportion to such excesses, until such excesses are eliminated;	
 	
          (ii)     Second, to those Partners having positive Capital Account balances, in proportion to such positive balances until such positive balances are eliminated; and	
 	
          (iii)     Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.	
-13-

 	
     (e)     Distributive Share for Federal Income Tax Purposes. The Partnership shall report each Partner’s distributive share of Net Profits, Net Losses and items of income, gain, loss and deduction in accordance with the rules of Section 704(b) and (c) of the Code, as determined by the General Partner upon the advice of the Partnership’s accountants and/or tax counsel. Except as otherwise provided herein, each Partner’s share of each item of Partnership income, gain, loss or deduction for each taxable period shall equal such Partner’s share of Net Profits or Net Losses for such period. For Federal income tax purposes, the Partnership shall use the “remedial allocation method,” as described in Treas. Reg. §1.704-3(d), to allocate income, gain, loss or deduction with respect to any property contributed by a Partner to the Partnership and with respect to any property for which differences between book value and adjusted tax basis are created pursuant to Section 7(l). These allocations shall not affect the Partner’s Capital Account.	
 	
     (f)     Deficit in Capital Account. No Partner shall be required to restore any deficit balance in its Capital Account to the Partnership except as required by the Act or as provided in Section 19 of this Agreement.	
 	
Section 9.     Distributions.	
 	
     (a)     Definitions. For purposes of this Section 9, the following terms shall have the respective meanings set forth below:	
Operating Cash Flow: As to any fiscal year or portion thereof, Operating Revenues less Partnership Expenses and a reserve in a reasonable amount determined by the General Partner for working capital, payment of future known or reasonably foreseeable expenditures, obligations, or liabilities of the Partnership, and repairs, replacements, and improvements to any Partnership assets.
Operating Revenues: As to any fiscal year or portion thereof, the total cash receipts of the Partnership less “Capital Transaction Proceeds” (the proceeds from Capital Contributions or from any sale, refinancing or any similar transaction with respect to the Partnership’s assets and less insurance proceeds), Capital Contributions, loans, any properly unapplied advance rentals in connection with the leasing of any Partnership assets (which shall be Operating Revenues when applied), and any unforfeited security deposits of tenants of any Partnership assets.
Partnership Expenses: As to any fiscal year or portion thereof, all expenditures, expenses, and charges related to the management and operation of the Partnership and the conduct of its business and affairs and the ownership, leasing, operation, improvement, construction, development, maintenance and upkeep of any of its assets.
Extraordinary Cash Flow: As to any fiscal year or portion thereof, the proceeds from the sale of any real property by the Partnership (a “Capital Transaction”) less any expenses, costs, or liabilities incurred by the Partnership in effecting any such sale, and an amount set aside or committed by the General Partner for repair, improvement and replacement to or of any Partnership assets.
-14-

     (b)     Distributions of Operating Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Operating Cash Flow to the Partners in proportion to their respective Profits Interests.	
 	
     (c)     Distributions of Extraordinary Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Extraordinary Cash Flow, if any, to the Partners in the following order of priority:	
 	
          (i)     First, to the Partners in proportion to, and up to, the amounts of their respective Unreturned Capital Contributions; and	
 	
          (ii)     Any remaining amounts, to the Partners in proportion to their respective Profits Interests.	
 	
Section 10.     Actions and Compensation of Partners.	
 	
     (a)     Except as set forth in this Section 10, no Partner shall receive or be entitled to any compensation or reimbursement for its services to or expenses incurred in connection with the Partnership.	
 	
     (b)     The General Partner shall be entitled to receive reimbursement from the Partnership for all costs and expenses incurred by it in connection with the conduct of the business of the Partnership, or paid by it for the account of the Partnership, including, without limitation, reasonable charges for the management of the Partnership and for maintaining the books and records of the Partnership and all costs and expenses of maintaining the Partnership’s existence and good standing as well as all legal and accounting fees allocable to the Partnership.	
 	
     (c)     To compensate the General Partner for its services in connection with the leasing and management of the Property, the Partnership may, subject to Section 24, enter into management, leasing, agency or similar agreements in form acceptable to the General Partner, in its sole discretion, with the General Partner or an Affiliate and pay to the General Partner or an Affiliate all management and leasing fees and commissions payable thereunder.	
 	
     (d)     Nothing in this Agreement shall be deemed to restrict in any way the freedom of any Partner (including, without limitation, the General Partner) or any person, firm or corporation affiliated with any Partner to conduct or engage in any business or activity whatsoever, for its own account and without regard to the business of the Partnership, including, without limitation, acquiring, developing, promoting, leasing, selling or exploiting real property and functioning as a real estate broker, agent or consultant, regardless of the location of the real estate involved in such business or activity; and neither the Partnership nor any Partner shall have any rights in or to, or any right to an accounting for, any income or profit derived by any other Partner or its Affiliate(s) from such business or activity. In this regard, the Partners specifically acknowledge that the General Partner and Affiliates of the General Partner presently engage in businesses which are or may be directly competitive with the business of the Partnership; provided, however, that nothing in this paragraph shall abridge or expand the rights of any Limited Partner under any non-competition agreement or other similar arrangement which it may have entered into with the General Partner or any other Partner.	
-15-

 	
Section 11.     Transactions with Affiliates.	
 	
     (a)     The General Partner is authorized to enter into agreements on behalf of the Partnership with Affiliates of the General Partner, or persons affiliated with the Limited Partners, provided that any such agreement is made on terms which the General Partner, in its sole discretion, deems reasonable and in the best interest of the Partnership. This Agreement shall not give the Partnership or any Partner any interest in, or right to, any such business or activity or any proceeds, income or profit thereof or therefrom, and no Partner shall be obligated hereunder to offer any business opportunity to the Partnership or to any other Partner. The fact that a Partner is directly or indirectly interested in, affiliated or connected with any person, firm or corporation shall not prevent the Partnership from employing or retaining any such person, firm or corporation to render or perform a service or from purchasing merchandise or property from any such person, firm or corporation, and neither the Partnership nor any Partner, as such, shall have any rights in or to any income or profit derived by any such person, firm or corporation as a result of such employment, retainer or purchase.	
 	
     (b)     Without limiting the foregoing, the Partners specifically acknowledge that the Partnership expects to enter into various arrangements with the General Partner and its Affiliates (including Brandywine) to provide for the management, leasing, and maintenance of Partnership property. By executing this Agreement, each Partner hereby acknowledges that it is anticipated that the Partnership will borrow money from the General Partner, Brandywine and other Affiliates or from lenders to the General Partner, Brandywine or other Affiliates and lend money (on both a secured and unsecured basis) to the General Partner, Brandywine and other Affiliates and, in certain instances, secure such borrowings by pledges and mortgages of all or substantially all of its properties and assets.	
 	
Section 12.     Books, Records and Financial Reports.	
 	
     (a)     The Partnership shall maintain or cause to be maintained at its principal place of business books of the Partnership showing all receipts, expenditures, assets, liabilities, profits and losses, and shall maintain all other records necessary for recording the Partnership’s business and affairs. The books of the Partnership shall be kept on the accrual method of accounting used for federal income tax purposes or such other basis as the General Partner shall determine. Such books and records shall be open to the inspection of each Partner or the duly authorized representatives of such Partner upon reasonable notice at reasonable times during normal business hours to the extent required by the Act; provided, however, that the General Partner may keep confidential from the Limited Partners for such reasonable period of time as the General Partner deems appropriate, any information that the General Partner in good faith reasonably believes is not in the best interests of the Limited Partners or the Partnership to reveal.	
-16-

 	
     (b)     The General Partner is hereby designated as the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. The General Partner shall make all decisions as to accounting principles and all elections required or permitted to be made by the Partnership under the Code pertaining to the method of depreciation and deductibility of costs and expenses for the purposes of determining the Partnership’s distributable income and losses as well as for federal income tax reporting purposes.	
 	
     (c)     The fiscal year of the Partnership shall be the calendar year.	
 	
     (d)     Within sixty (60) days following the last day of each of the first three fiscal quarters of each fiscal year, the General Partner, at the expense of the Partnership, shall cause to be prepared and furnished to the Partners a financial account of the Partnership for such quarter prepared on such basis as the General Partner shall determine to be appropriate.	
 	
     (e)     Within ninety (90) days following the last day of each fiscal year, the General Partner shall furnish to the Partners a financial account for such preceding fiscal year prepared at the Partnership’s expense on such basis as the General Partner shall determine to be appropriate.	
 	
     (f)     There shall be delivered to each Partner as soon as practicable and in any event within ninety (90) days after the close of each fiscal year, a copy of the Federal Partnership Return of Income (Form 1065) or other tax return filed by the Partnership.	
 	
     (g)     The General Partner may, in its sole discretion, perform, or cause to be performed, at the Partnership’s expense, such additional audits, accountings or appraisals of the Partnership’s business any assets as it from time to time or at any time determines to be necessary or appropriate.	
 	
     (h)     The books of the Partnership shall be closed for tax and capital account purposes on the date hereof as of the end of the day. All income, gain, loss and deduction recognized by the Partnership before such closing of the books shall be allocated to the Partners of the Partnership immediately prior to such closing in accordance with the prior Agreement of Limited Partnership, and all such items recognized by the Partnership after such closing of the books hereof shall be included in Net Profits and Net Losses of the Partnership for the period ending on December 31, 1996, and shall be allocated among the Partners under this Agreement.	
 	
Section 13.     Restrictions on Transfer.	
 	
     (a)     Transfer of General Partners’ Interest. The General Partner may sell, convey, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of (any such event, a “Transfer” and the taking of any such action, “To Transfer”) any Partnership Interest held by it on the date hereof or hereafter acquired by it without the consent of any Partner.	
 	
     (b)     No Limited Partner may Transfer all or any portion of, or any right in or to, any Partnership Interest held by it on the date hereof or hereafter acquired, without the consent of the General Partner, which may be given or withheld in its sole and absolute discretion. Further, any Transfer by any Limited Partner of any interest which it may hold in the Partnership shall be made only upon such terms and conditions as the General Partner, in its sole and absolute discretion, shall approve.	
-17-

 	
     (c)     Any issuance, sale, disposition, pledge, hypothecation by any Partner other than the General Partner, or other encumbrance of capital stock, partnership interest, options, warrants, rights or other equity securities in or to any Partner other than the General Partner that is a corporation, partnership, association or other entity or by any shareholder or other owner of any Partner shall constitute a Transfer and may not be made, in the case of such a Transfer by or with respect to a Limited Partner, without the consent of the General Partner, which may be given or withheld in its sole and absolute discretion. In order to effectuate this restriction on Transfers, each Partner shall, and shall cause each owner of any interest in such Partner, to execute such agreements as may be required by the General Partner. In connection with the foregoing, each Partner understands and agrees that any direct or indirect issuance or Transfer of partnership interests or other securities in the General Partner or stock or other securities of the General Partner thereof shall not constitute, and shall not for the purposes of this Agreement be deemed to constitute, a Transfer of any interest in or to the General Partner.	
 	
     (d)     All Transfers permitted hereunder shall be by instrument in form and substance satisfactory to the General Partner. Any Transfer in violation of this Agreement shall be null and void and shall not operate to vest any rights in any transferee. Subject to the foregoing, every transferee of any Partnership Interest who wishes to participate in the Partnership as a Partner shall execute a counterpart of this Agreement accepting and adopting all of the terms and provisions of this Agreement, as the same may have been amended, and any transferee who fails to do so shall not be entitled to any rights hereunder as a Partner or otherwise. In addition, each of the transferee and the transferor shall execute and acknowledge all such other instruments, in form and substance, satisfactory to the General Partner, as may be necessary or desirable to effectuate such Transfer on terms acceptable to the General Partner.	
 	
     (e)     The Nichols Company, a Pennsylvania corporation (“TNC”) owns an 11.0% Capital Interest and a 1.0% Profits Interest (together, the “Residual Interests”) in certain of the Partnership’s Affiliates. Notwithstanding anything in this Section 13 to the contrary, the General Partner shall have the right to acquire the Residual Interests on behalf of the Partnership in exchange for Limited Partnership interests in the Partnership. The Limited Partner shall have the right to require the General Partner to acquire the Residual Interests in exchange for newly-created Limited Partnership interests in which event the Limited Partner shall acquire the newly-created limited partnership interests in the Partnership in exchange for limited partnership units in the Limited Partner which units shall then be conveyed to TNC as consideration for the Residual Interests, all as set forth in a certain Contribution Agreement among TNC, Brandywine Realty Trust and Safeguard Scientifics, Inc. dated as of July 31, 1996, and the Limited Partner’s Partnership Agreement dated as of August 22, 1996.	
-18-

 	
     (f)     In no event shall the Partnership dissolve or terminate upon the admission of any Partner or upon any permitted Transfer of a Partnership Interest by any Partner. Each Partner hereby waives its right to dissolve, liquidate or terminate the Partnership in such event.	
 	
     (g)     All expenses of the Partnership and of the Partners occasioned by a Transfer permitted under this Section 13 shall be borne by the Partner effecting the permitted Transfer.	
 	
     (h)     Each Partner hereby indemnifies and holds harmless the Partnership and each of its Partners and the Partnership against any loss, claim, cost, expense, damage or liability in respect of any Transfer (or purported Transfer) which such Partner may make (or attempt to make) in violation of this Agreement.	
 	
     (i)     For purposes of computing allocations of income, gain, loss and deduction hereunder, the books of the Partnership shall be closed as of the beginning of the day on which any Transfer occurs. All income, gain, loss and deduction recognized by the Partnership before such closing of the books shall be allocated to the Partners immediately prior to such closing in accordance with this Agreement as in effect at the time such books are closed, and all such items recognized by the Partnership after such closing of the books shall be allocated among the remaining Partners in accordance with this Agreement as thereafter in effect. Gain or loss from the sale or other taxable disposition of a Partnership Capital Asset shall be allocated to the persons who were Partners at the time such gain or loss was recognized by the Partnership.	
 	
Section 14.     Take Along Rights.	
 	
     (a)     If at any time, the General Partner wishes to sell all, but not less than all, of its Partnership Interest in one transaction or a series of related transactions (a “Control Transaction”), the General Partner may require each other Partner (a “Take Along Partner”) to sell all (but not less than all) of the Partnership Interest held by such Limited Partner to such third party in accordance with this Section 14, subject only to compliance with applicable federal and state securities laws, as provided in Section 16(b)(ii); provided that the General Partner shall fully discharge any Pennsylvania real estate transfer taxes that may become payable as a result of its exercise of such take along rights during the first 36 months after August 22, 1996. During the first 36 months following August 22, 1996, the purchase price for the Residual Interest transferred in any such sale shall be the Residual Interest Purchase Price. In all other cases, any such sale shall be at the same pro rata price and on the same terms and conditions as the sale of the General Partner’s Interest.	
 	
     (b)     In connection with any exercise of its rights hereunder, the General Partner shall deliver a notice to each Take Along Partner identifying the proposed closing date for the consummation of the transaction and the Take Along Partner shall deliver to the General Partner at least seven days prior to the proposed closing date all documents reasonably required by the General Partner in order to effectuate the Control Transaction and the Transfer of the Take Along Partners’ Partnership Interest free and clear of any liens, pledges, security interests, charges, equities, or other encumbrances whatsoever (“Encumbrances”) other than Encumbrances in favor of the General Partner or its shareholders or partners.	
-19-

 	
Section 15.     Admission of Additional Partners.	
 	
     (a)     New or substitute General or Limited Partners may freely be admitted to the Partnership by the General Partner, in its sole and absolute discretion, as a result of Transfer of Partnership Interests permitted hereunder or the issuance of additional Partnership Interests permitted hereunder. Each new Partner shall be admitted pursuant to this Section 15. The Partnership Interest of any such new Partner shall be fixed in accordance with Section 7(e) above, with an appropriate adjustment in the Partnership Interest of the existing Partners. Each new or substitute Partner shall sign a supplement to this Agreement at the time such new Partner is admitted confirming the admission of the new Partner as a Partner hereunder.	
 	
     (b)     In connection with the admission of any new or substitute Partner to the Partnership, the General Partner shall have the power, right, and authority to amend this Agreement to reflect the rights and obligations of such new Partner, including without limitation his or its obligations to contribute to the capital of the Partnership, rights to distributions, or rights to approve or consent to Partnership actions.	
 	
     (c)     In the event any person is admitted as a substitute General Partner, such admission shall occur contemporaneously with withdrawal of the then existing General Partner.	
 	
Section 16.     Representations, Warranties and Covenants.	
 	
     (a)     Each party hereby represents and warrants that:	
 	
          (i)     It (or he) has the power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby;	
 	
          (ii)     The execution, delivery and performance by it or he of this Agreement has been duly authorized by all necessary action and does not contravene (i) any law applicable to it or any rule, judgment, order, writ, injunction or decree of any court applicable to it, (ii) any rule or regulation of any administrative agency or other governmental authority applicable to it, (iii) its charter or by-laws (or other constituent documents), or (iv) any agreement, indenture, instrument or contract by which it is bound; and	
 	
          (iii)     This Agreement is the legal, valid and binding obligation of such Partner, enforceable against it in accordance with its terms.	
 	
     (b)     Each Limited Partner hereby represents and warrants to and covenants with the General Partner as follows:	
 	
          (i)     That he is an “accredited investor” as defined in Rule 501 under the 1933 Act;	
 	
          (ii)     That he will not distribute any of the	
Limited Partnership Interest held by him in violation of the 1933
-20-

Act or applicable state securities laws; and
          (iii)     That he will not Transfer any Limited Partnership Interest being received by him hereunder (unless such interest shall have been registered under the 1933 Act) the General Partner shall have received such assurances as it may require (including without limitation, the opinion of counsel to the Partnership transferring its interest) to the effect that the proposed transfer will not be in violation of any of the provisions as the 1933 Act or the rules and regulations promulgated thereunder.	
 	
Section 17.     Death, Legal Incompetency or Bankruptcy of a Limited Partner.	
          The death, legal incompetency or bankruptcy of a Limited Partner shall not dissolve or terminate the Partnership. In the event the deceased, incompetent or bankrupt Limited Partner’s interest in the Partnership passes to a successor or successors in interest of such Limited Partner, such successor or successors in interest shall succeed to the deceased, incompetent or bankrupt Limited Partner’s entire interest in the Partnership and shall, subject to the following sentence and upon execution of a counterpart of this Agreement, become Limited Partners of the Partnership with the same Capital Interest and Profits Interest in the Partnership, the same rights in and to all distributions made by the Partnership, in liquidation or otherwise, and with the same share of the Partnership’s taxable income and losses as the deceased, incompetent or bankrupt Limited Partner had with respect to its interest in the Partnership. In the event a successor or successors in interest of the Limited Partner are admitted to the Partnership as limited partners hereunder, such successor or successors shall execute and shall deliver to the Partnership all documents that may be necessary or appropriate, in the opinion of counsel for the General Partner, to reflect their admission to the Partnership as Limited Partners and their agreement to be bound by the terms and conditions of this Agreement, and shall pay all reasonable expenses connected with such substitution. In the event that any such successor shall refuse, decline, or fail to execute a written counterpart of this Agreement, such person shall not be treated as a Partner of the Partnership for any purposes whatsoever, but only as an assignee, of a right to receive distributions from the Partnership.
Section 18.     Dissolution Events.	
          The Partnership shall continue in effect until the expiration of its term, unless it shall be dissolved in the manner provided in Section 19 hereof due to the happening of any of the following events:
     (a)     The determination by the General Partner, in its sole discretion, to dissolve the Partnership; provided, however, that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the Operating Partnership.	
 	
     (b)     The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment;	
-21-

 	
     (c)     The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership;	
 	
     (d)     The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom;	
 	
     (e)     The General Partner:	
 	
          (i)     makes an assignment for the benefit of creditors;	
 	
          (ii)     files a voluntary petition in bankruptcy;	
 	
          (iii)     is adjudicated a bankrupt or insolvent;	
 	
          (iv)     files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;	
 	
          (v)     files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or	
 	
          (vi)     seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties.	
 	
     (f)     Dissolution by operation of law; or	
 	
     (g)     The vote of all the Partners.	
 	
Section 19.     Winding up, Liquidation and Dissolution.	
 	
     (a)     Upon the dissolution of the Partnership under Section 18 of this Agreement, liquidation and winding up shall be carried out by the General Partner, acting as liquidator, in accordance with the provisions of this Section 19, unless a majority in interest of the Partners agree in writing to appoint one or more substitute General Partners and to continue the business of the Partnership as provided in the Act, in which case the business of the Partnership shall be so continued.	
 	
     (b)     Upon dissolution of the Partnership the business of the Partnership shall continue, if necessary, for the sole purpose of winding up its affairs; provided that the process of winding up may include completion of such work as the General Partner shall consider appropriate. The rights and obligations of the General Partner with respect to management of the Partnership as set forth herein shall continue during the period of such winding up, except that if the General Partner shall have become incapacitated from exercising the management powers set forth herein because the General Partner has been liquidated or dissolved or is subject to a proceeding in bankruptcy, said powers shall pass to the General Partner’s liquidating trustee or trustee or receiver in bankruptcy as appropriate.	
-22-

 	
     (c)     The assets of the Partnership shall, consistent with Section 19(a), be liquidated as promptly as possible so as to permit distributions in cash, but such liquidation shall be made in an orderly manner so as to avoid undue losses attendant upon liquidation.	
 	
     (d)     The Partners hereby agree that, notwithstanding the provisions of the Act and any other laws, the proceeds of liquidation and all other assets of the Partnership shall be applied and distributed in the following order of priority:	
 	
          (i)     in payment of the expenses of liquidation;	
 	
          (ii)     in payment of debts of the Partnership to creditors other than the Partners in such order and priority as is required by law;	
 	
          (iii)     to establish reserves deemed reasonable for the ultimate discharge of contingent, unliquidated or unforeseen liabilities or obligations of the Partnership;	
 	
          (iv)     in payment of debts of the Partnership to Partners who are also creditors; and	
 	
          (v)     to those Partners having positive Capital Account balances in proportion to such positive balances after giving effect to all contributions, distributions and allocations for all periods.	
          The intent and purpose of this Section 19(d) is to modify the priorities of distribution set forth in the Act to reflect the understanding and agreement of the Partners.
          Such distributions shall be made by the end of the Partnership year in which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation).
     (e)     In the event that complete liquidation of the assets of the Partnership within the period of time prescribed for distributions in Section 19(d) proves impracticable, assets of the Partnership other than cash may be distributed to the Partners in kind. Any asset distributed in kind pursuant to this subparagraph (d) shall be distributed to the Partners, valued at fair market value, in accordance with their Capital Accounts as determined after (i) application of Section 8 of this Agreement; (ii) reduction for distributions of cash and cash-equivalents pursuant to Section 19(b); and (iii) the adjustments to reflect the amount of income, gain, or loss which the Partnership would have recognized if such assets had been sold, as prescribed in Section 7(g)(ii).	
-23-

 	
     (f)     If the General Partner deems it necessary to provide for payments of known or contingent or unforeseen liabilities of the Partnership after the expiration of the time period prescribed for distributions in Section 19(c), then the General Partner may arrange for such payments out of the assets of the Partnership in any manner that does not violate the requirements of Treas. Reg. §1.704-1(b)(2)(ii)(b)(2).	
 	
     (g)     In connection with the termination of the Partnership, the Partnership’s accountants shall prepare and furnish to each Partner a statement setting forth the assets and liabilities for the Partnership as of the date of complete liquidation.	
 	
     (h)     Upon dissolution of the Partnership the General Partner shall contribute to the Partnership an amount of money equal to the lesser of: (i) the deficit balance, if any, in its Capital Account and (ii) the excess, if any, of one and one-hundredths percent (1.01%) of the aggregate capital contributions of the Limited Partners over the capital contributions previously made by the General Partner. Any contributions required under this subparagraph (h) shall be made no later than a date that will permit such contributions to be distributed among the Partners in accordance with the provisions of this Section 19 within the time period provided for such distribution in Section 19(d).	
 	
     (i)     Upon a termination of the Partnership for federal income tax purposes under Code Section 708(b)(1), other than a termination caused by a dissolution described in Section 18, the amount of any constructive liquidating distributions of the Partnership properties deemed to occur under Treas. Reg. §1.7081(b)(1)(iv) shall be determined in accordance with the positive Capital Account balances of the Partners, as determined after taking into account all Capital Account adjustments for the Partnership taxable year ending upon the date of such termination including, without limitation, the adjustments prescribed in Sections 7(h) and 7(j).	
 	
     (j)     The liquidation of the Partnership shall be final when all of the Partnership assets have been collected and applied to the Partnership obligations and its remaining assets, if any, have been distributed to the Partners in accordance with this Agreement. Upon the conclusion of such Events, and the completion of the Liquidators’ final accounting, the Partnership shall terminate.	
 	
     (k)     In the event of any termination of the Partnership, the books and records of the Partnership shall be retained for a period of seven years (by the General Partner or its designee and, if the Partnership is liquidated as a result of the withdrawal of the General Partner, by such person as may be selected by persons holding a majority of the then outstanding Limited Partnership interest).	
 	
     (l)     The General Partner acting as liquidator (or any other person so acting pursuant to this Agreement) under this Agreement shall be indemnified by the Partnership with respect to all actions taken to liquidate the Partnership in accordance with this Agreement.	
-24-

 	
Section 20.     Liabilities.	
 	
     (a)     No Partner shall be liable to any other Partner or to the Partnership for any damages or liabilities resulting from such Partner acting within the scope of this Agreement except where such Partner has acted in bad faith, with willful misfeasance or with gross negligence or fraud; provided, however, that nothing in the preceding clause or this Agreement shall limit the liability that any Partner may have to another Partner under the Operating Partnership Agreement. The Partnership shall indemnify and hold harmless each Partner from any damage or liability incurred by said Partner by reason of any act or omission performed or omitted by said Partner for or on behalf of the Partnership in accordance with this Agreement (including, without limitation, any damage incurred by the General Partner as a result of actions taken in its capacity as General Partner or in connection with the ownership or operation of the Property) except for damages caused by the bad faith, willful misfeasance or gross negligence of such Partner. The Partnership shall be permitted to advance funds to any Partner who may be indemnified by it for legal expenses and other costs incurred as a result of a legal action if the legal action relates to the performance of duties or services by the indemnified party for or on behalf of the Partnership, and the indemnified party undertakes to repay the advanced funds in cases in which it would not be entitled to indemnification under this Section 20. Notwithstanding the foregoing, no Partner shall be entitled to indemnification or damages under this Agreement in respect of any liability of such Partner for which the Operating Partnership is entitled to indemnification from such Partner under the Operating Partnership Agreement as in effect from time to time.	
 	
     (b)     Except as otherwise provided in this Agreement or the Act, the Limited Partners shall not be liable for the debts, liabilities, contracts or other obligations of the Partnership.	
 	
Section 21.     Power of Attorney.	
 	
     (a)     Grant of Power. Each Limited Partner hereby makes, constitutes and appoints the General Partner, and any successor General Partner, with full power of substitution and resubstitution, its agent and attorney-in-fact, for it and in its name, place and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file and/or record this Agreement and to sign, execute, certify, acknowledge, swear to, file and/or record a Certificate of Limited Partnership or any other instruments that may be required in connection with the formation of the Partnership, the conduct of the Partnership’s business or the dissolution and winding-up of the Partnership under the laws of the Commonwealth of Pennsylvania or any other jurisdiction, including without limitation, instruments (i) to reflect the exercise by the General Partner of any of the powers, authorizations or rights granted to it under this Agreement or the taking by the General Partner of any action which it is required, authorized or permitted to take hereunder; (ii) to reflect any amendments made to this Agreement or the cancellation of this Agreement upon the dissolution of the Partnership; (iii) to make any amendments to this Agreement deemed necessary or desirable by the General Partner (x) to comply with Federal or state securities laws or comments made by staff members of any Federal or state agency regulating the issuance of securities, or (y) to better express or carry out the purpose of the Partnership as a title holding partnership for the General Partner, or (z) to better express or carry out the mortgaging or pledging of the Property and any other assets of the Partnership to secure the obligations and liabilities of the General Partner or any Affiliate of the General Partner when deemed appropriate or desirable by the General Partner; (iv) to make filings under fictitious name statutes or other filings required by the Partnership; (v) to reflect the admission to the Partnership of any additional or any substituted Limited Partner, in the manner prescribed in this Agreement; (vi) to cause the Partnership to be qualified to do business in, or, if required, to exist as a limited partnership under the law of, any jurisdiction; and any other instruments which may be required of the Partnership or of the Partners, or deemed desirable by the General Partner. Each Limited Partner authorizes such attorney-in-fact to take any further actions which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as the Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The Limited Partner waives any and all defenses which may be available to the Limited Partner to contest, negate, or disaffirm the actions of any General Partner under the power of attorney herein granted, unless such actions would not entitle the General Partner to indemnification under Section 20(a) above.	
-25-

 	
     (b)     Nature of Power. The power of attorney granted pursuant to Section 21(a) of this Agreement:	
 	
          (i)     is a special power of attorney coupled with an interest and is irrevocable;	
 	
          (ii)     may be exercised by such attorney-in-fact by listing the names of all of the Limited Partners who are to be parties to any agreement, certificate, instrument or document, with the signatures of such attorney-in-fact together with the recital that it acts as attorney-in-fact for all of them; and	
 	
          (iii)     shall survive the death, bankruptcy or mental incapacitation of the Limited Partner, to the extent it may legally contract for such survival, or the transfer or assignment by it of its interest herein, except that where such transfer or assignment is of all of the interest held by the Limited Partner and the transferee or assignee thereof, with the consent of the General Partner, is admitted as a substituted limited partner, the power of attorney given by the transferor shall survive such transfer or assignment for the sole purpose of enabling such attorney-in-fact to execute, acknowledge, swear to, and file any agreement, certificate, instrument or document necessary to effect such substitution.	
 	
     (c)     Execution of Additional Documents. Upon request of the General Partner, the Limited Partner shall promptly execute all certificates, agreements and other documents necessary or desirable for the General Partner to accomplish all such filings, recordings, publications and other acts as it determines may be appropriate to comply with (i) the requirements for the formation, operation, amendment or dissolution, as the case may be, of a limited partnership under the laws of the State of Delaware and (ii) similar requirements of applicable law in all other jurisdictions where the Partnership proposes to conduct business or (iii) as may be necessary and appropriate to advance the business and achieve the goals of the Partnership.	
-26-

 	
Section 22.     Successors and Assigns.	
          Except as otherwise set forth in this Agreement, the terms, covenants and agreements herein contained shall inure to the benefit of and be binding upon the successors, heirs and assigns of the parties hereto. This Agreement and the rights and obligations set forth herein may not be assigned or delegated by any party without the written consent of each other party hereto, except as provided herein.
Section 23.     Notice.	
          Any notice or communication required or referred to herein shall be in writing and transmitted by personal delivery or by registered or certified mail, postage prepaid, or by Federal Express or other nationally recognized overnight courier service, addressed to such Partner at the address set forth below or to such other address as such Partner may hereafter designate to the other Partners in accordance herewith.
 	If to the General Partner:	
 	 	
 	Brandywine Witmer, L.L.C.	
 	c/o Brandywine Realty Trust	
 	Newtown Corporate Campus	
 	16 Campus Boulevard	
 	Suite 150	
 	Newtown Square, PA 19073	
 	 	
 	Attention: Gerard H. Sweeney, President and Chief Executive Officer	
     If to the Limited Partner:
 	Brandywine Operating Partnership, L.P.	
 	c/o Brandywine Realty Trust	
 	Newtown Corporate Campus	
 	16 Campus Boulevard	
 	Suite 150	
 	Newtown Square, PA 19073	
 	Attention:Gerard H. Sweeney, President and Chief Executive Officer	
Any notice shall be deemed to have been given on the day next following the day of such delivery, mailing or deposit with a courier service.
Section 24.     Certain Matters.	
 	
     (a)     Notwithstanding anything contained herein to the contrary, in the event that any real estate investment trust (a “REIT”) holds a direct or indirect interest in the Partnership, unless waived in writing by the REIT, the parties hereto, and their respective successors and assigns, shall conduct their operations in a manner that shall permit the REIT to continue to qualify as a real estate investment trust under Code Sections 856 through and including 860 as amended, and under other applicable provisions of the Code and the Regulations thereunder. In accordance with the preceding sentence, but not in limitation thereof:	
-27-

 	
          (i)     any person, including any property manager or leasing agent, rendering services to a lessee or sublessee of any or any part of the Property shall be an independent contractor with respect to the REIT within the meaning of Code Section 856(d)(3) from whom the REIT does not derive or receive any income except as may be permitted by Code Section 856(d)(2)(C) and the Regulations thereunder;	
 	
          (ii)     any management or leasing agreement entered into by the Partnership shall comply with the terms and provisions of this Section 24;	
 	
          (iii)     the REIT shall not own, directly or indirectly, or by attribution (in accordance with attribution rules referred to in Code Section 856(d)(5)), in the aggregate, 10% or more of all classes of stock, 10% or more of the voting power or 10% or more of the assets or net profits of a lessee or sublessee of all or any part of the Property;	
 	
          (iv)     the leases or subleases of all or any part of the Property shall not provide for rents based in whole or in part on the income or profits (within the meaning of Code Section 856(d)(2)(A)) derived by any tenant or subtenant from all or any part of the Property; and	
 	
          (v)     rents under a lease or sublease of all or any part of the Property attributable to personal property leased or subleased under or in connection with such lease or sublease shall not exceed 15% of the total rents payable under or in connection with such lease or sublease for each taxable year.	
 	
Section 25.     Governing Law.	
          This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
Section 26.     Entire Agreement.	
          This Agreement (including the exhibits and schedules hereto) together with the Operating Partnership Agreement contains the entire understanding between the parties and supersedes any prior written or oral agreements or understandings between them with respect to the subject matter hereof.
Section 27.     Captions.	
          Section titles or captions contained in this Agreement are inserted only for reference and in no way define, limit, extend or describe the scope or intent of any provision of this Agreement.
-28-

Section 28.     Amendment.	
 	
     (a)     Except as set forth below, the General Partner shall have the power and authority, in its discretion and without the consent of any other Partner, to amend any or all of the provisions of this Agreement (whether to admit new or substitute Partners or to issue additional Partnership Interests or to establish the rights, privileges, duties and obligations of any Partner or class of Partnership Interest or otherwise), provided, however, that without the consent of the Continuing Partner, the General Partner shall not amend this Agreement:	
 	
          (i)     To require the Limited Partner to make any additional Capital Contribution to the Partnership, to loan any money to the Partnership, or otherwise to incur any liability or obligation to the Partnership or to third parties not provided for in this Agreement on the date hereof;	
 	
          (ii)     To subject the Limited Partner to any liability for the obligations of the Partnership;	
 	
          (iii)     To reduce the Limited Partner’s Capital Account balances or to eliminate the requirement that liquidating distributions be made in accordance with positive Capital Account balances or otherwise to abridge or diminish the economic rights of the Limited Partner under this Agreement as in effect on the date hereof, except as provided for in Sections 5(b), 5(c), and 7(d); or	
 	
          (iv)     To amend any of the provisions of Sections 5 (except as provided in Sections 5(b) and 5(c)), 7, 8, 9, 12, 14, 18, 19, 20 or 28 so as to increase the obligations or diminish the rights of the Limited Partner as on the date hereof;	
 	
     (b)     Any amendment to this Agreement that is permitted hereunder may be made either by amending this Agreement or by addendum hereto. Any such amendment or addendum shall be set forth in a writing and a copy of the Agreement, as amended, or the addendum, as appropriate, shall be provided to each Partner promptly after it becomes effective.	
 	
     (c)     This Agreement may only be amended by the General Partner acting pursuant to the grants of power and authority made hereby. Should it be finally determined by a court of competent jurisdiction that any other person has the right or power to amend this Agreement, any amendment which would violate any provision of this Section 28 if made by the General Partner shall require the prior written consent of the holders of a majority in interest of the then outstanding Limited Partnership Interests.	
 	
Section 29.     No Third Party Beneficiary.	
          Any agreement to pay any amount and any assumption of liability herein contained, express or implied, shall be only for the benefit of the Partners and their respective heirs, successors, and assigns, and such agreements and assumptions shall not inure to the benefit of the obligees of any indebtedness or any other party whatsoever, it being the intention of the Partners that no one shall be deemed to be a third party beneficiary of this Agreement.
-29-

Section 30.     Estoppels, Etc..	
 	
     (a)     Each Partner shall, upon not less than 15 days written notice from any other Partner, execute and deliver to such other Partner a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Partner’s knowledge, any uncured defaults on the part of the other Partner, specifying such defaults if any are claimed. Any such statement may be relied upon by third parties.	
 	
     (b)     If a Partner is a trust (with or without disclosed beneficiaries), general partnership, limited partnership, joint venture, corporation, or any entity other than a natural person, the Partnership and the Partners shall not be required to determine the authority of any person signing this Agreement on behalf of any such entity to make any commitment or undertaking on such entity’s behalf, to determine any fact or circumstance bearing upon the existence of the authority of such entity or person, or to see to the application or distribution of proceeds paid or credited to persons signing on behalf of such entity, and shall be entitled to rely on the authority of the person signing this Agreement with respect to the voting of the Partnership’s interest by such entity and with respect to the giving of consent on behalf of such entity in connection with any matter for which consent is permitted or required under this Agreement. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership, and no person is intended to be, or shall be deemed, a third party beneficiary of any provision of this Agreement.	
 	
Section 31.     No Waiver.	
          No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach hereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.
Section 32.     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.
-30-

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.
 	GENERAL PARTNER	
 	BRANDYWINE WITMER, L.L.C.	

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

 	LIMITED PARTNER	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.,	
 	acting by and through its general partner,	
 	BRANDYWINE REALTY TRUST	

 	By:	/s/ Gerard H. Sweeney              	
			
 	 	President and Chief Executive Officer	
-31-

EXHIBIT “A”
Identity and Interests of Partners
I.      GENERAL PARTNER
Name and Address	 	 	Capital
Interest	 	 	Profits
Interest	 	
								
Brandywine Witmer, L.L.C.
c/o Brandywine Realty Trust
Newtown Corporate Campus
16 Campus Boulevard, Suite 150
Newtown Square, PA 19073	 	 	1.0	%	 	1.0	%	
II.      LIMITED PARTNERS
Name and Address	 	 	Capital
Interest	 	 	Profits
Interest	 	
								
Brandywine Operating Partnership, L.P.
c/o Brandywine Realty Trust
Newtown Corporate Campus
16 Campus Boulevard, Suite 150
Newtown Square, PA 19073	 	 	99.0	%	 	99.0	%	
-32-

ADDENDUM
dated as of March ___, 1996
to the
AGREEMENT OF LIMITED PARTNERSHIP
OF
WITMER OPERATING PARTNERSHIP I, L.P.
dated as of November 21, 1995
          This Addendum (the “Addendum”), dated as of March ___, 1996, to the Agreement of Limited Partnership of Witmer Operating Partnership I, L.P. (the “Partnership Agreement”) dated as of November 21, 1995, is made by BRT Witmer, Inc. (the “General Partner”), with the consent of RDC Institute, Inc. (“RDC Institute”) as provided herein, in accordance with Section 26 of the Partnership Agreement.
          NOW, THEREFORE, the General Partner hereby amends the Partnership Agreement, and RDC Institute consents to such amendment, as follows:
ADDENDUM
          1.      Terms defined in the Partnership Agreement are used herein with the same definitions.
          2.      Exhibit “A” to the Partnership Agreement is hereby amended to indicate that, in connection with the formation of the Partnership: (i) 243 Class A Units representing a .80 Percentage Interest in the Partnership should have been issued to RDC Institute, instead of 255 Class A Units representing a .84 Percentage Interest in the Partnership; and (ii) 121 Class A Units representing a .40 Percentage Interest should have been issued to Gary C. Bender instead of 109 Class A Units representing a .36 Percentage Interest in the Partnership.
          3.      The appropriate officers of the Partnership are hereby authorized to cancel on the books and records of the Partnership certificate number A-5 originally issued to RDC Institute and certificate number A-6 originally issued to Gary Bender and to issue new certificates for the number of Units set forth above, dated November 21, 1995, the date on which certificates representing such Units should have been issued.
          4.      The Partnership Agreement as hereby amended is in all respects hereby ratified and confirmed and shall continue in full force and effect.
-33-

          IN WITNESS WHEREOF, the General Partner has duly executed this Addendum, as of the date first above written.
 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	 	 	
 	By:	BRT WITMER, INC., General Partner	
 	 	 	
 	By:	/s/ Anthony A. Nichols   	
			
 	 	President	
          The undersigned, in accordance with Section 26 of the Partnership Agreement, hereby consents to the foregoing amendment to the Partnership Agreement.
 	RDC INSTITUTE, INC.	
 	 	By:	 	
 	 	 		
 	 	Title:	 	
 	 	 		
-34-

ADDENDUM
dated as of August 22, 1996
to the
AGREEMENT OF LIMITED PARTNERSHIP
OF
WITMER OPERATING PARTNERSHIP I, L.P.
dated as of November 21, 1995
          This Addendum (the “Addendum”), dated as of August 22, 1996, to the Agreement of Limited Partnership of Witmer Operating Partnership I, L.P. (the “Partnership Agreement”) dated as of November 21, 1995, is made by BRT Witmer, Inc. (the “General Partner”) and Safeguard Scientifics, Inc. (“SSI”) with the consent of The Nichols Company (“TNC”) as provided herein, in accordance with Section 26 of the Partnership Agreement.
          NOW, THEREFORE, the General Partner hereby amends the Partnership Agreement, and TNC consents to such amendment, as follows:
ADDENDUM
          1.      Terms defined in the Partnership Agreement are used herein with the same definitions.
          2.      Section 5(e) of the Partnership Agreement is hereby amended to indicate that, in connection with the formation of the Partnership, the Partnership should have issued 3,361 Class A Units, instead of 2,352 Class A Units in conjunction with the acquisition of TNC’s Residual Interests. The remainder of Section 5(e) remains in full force and effect.
          3.      Section 5(h)(i)(iv) of the Partnership Agreement is hereby amended to indicate that the 3,361 Class A Units, instead of 2,352 Class A Units, shall be, when issued, fully paid and, except as otherwise required under the Act, nonassessable.
          4.      The Partnership Agreement as hereby amended is in all respects hereby ratified and confirmed and shall continue in full force and effect.
-35-

          IN WITNESS WHEREOF, the General Partner has duly executed this Addendum, as of the date first above written.
 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	By:	BRT WITMER, INC., General Partner	

 	By:	/s/ Anthony A. Nichols, Sr.	
			
 	 	President	

 	SAFEGUARD SCIENTIFICS, INC.	

 	By:		
 	 		
 	Title:		

 	The undersigned, in accordance with Section 26 of the Partnership Agreement, hereby consents to the foregoing amendment to the Partnership Agreement.	
 	 	 	
 	THE NICHOLS COMPANY	

 	By:	/s/ Anthony A. Nichols, Sr.	
			
 	 	President	
-36-

Exhibit 3.80
 
Microfilm Number_________	 	 	Filed with the Department of State on SEP 30 1998	 	
 	 	 	 	 	
Entity Number 2716837	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF LIMITED PARTNERSHIP
DSCB:15-8511 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:
1.	The name of the limited partnership is: PROJECT D ASSOCIATES, L. P.

 		
 	 	
2.	The (a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	 	
 	(a)	120 Arrandale Boulevard, Exton Pennsylvania 19341 Chester	
 	 		
 	 	Number and Street             City      State              Zip     County	
 	 	 	 	
 	(b)	c/o:	 	
 	 	 		
 	 	 	Name of Commercial Registered Office Provider         County     	
 	 	
 	For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	
3.	The name and business address of each general partner of the partnership is:	
 	 	
 	               Name                                        Address          	
 	JAMES J. GORMAN, 120 Arrandale Boulevard, Exton, PA 19341

 	CHRISTOPHER J. KNAUER — 120 Arrandale Boulevard, Exton, PA 19341

 	 	

 		
 	 	
4.	(Check, and if appropriate complete, one of the following):	
 	 	
 		The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	
 	 	
 		The formation of the limited partnership shall be effective on: Sept 18 1996 at 6 pm	
 	                                                                                                                 Date            Hour	

IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 18th day of Sept, 1996.
XXXXXX	 	 	XXXXXX	 	
	 	 		 	
(Signature)	 	 	(Signature)	 	
 	 	 	 	 	
XXXXXX	 	 	XXXXXX	 	
	 	 		 	
(Signature)	 	 	(Signature)	 	

 
Microfilm Number                     	 	 	Filed with the Department of State on AUG 26 1998	 	
 	 	 	 	 	
Entity Number 2-716837	 	 	XXXXXX	 	
 	 		 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB:15-8512 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend and restate its Certificate of Limited Partnership, hereby certifies that:
1.	The name of the limited partnership is: PROJECT D ASSOCIATES, L.P.	
 	 	
2.	The date of filing of the original Certificate of Limited Partnership is: September 30, 1996	
 	 	
3.	The amendment adopted by the limited partnership, set forth in full, is as follows:	
 	 	 	
 	a.	The name of the partnership is hereby changed to 100 ARRANDALE ASSOCIATES, L.P.	
 	 	 	
 	b.	James J. Gorman and Christopher J. Knauer hereby withdraw as general partners of said limited partnership, PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P. is hereby substituted as general partner of the partnership.	
 	 	 	
 	c.	The address of the general partner is amended as follows:	
 	 	 	 	
 	 	1160 W. Swedesford Road, Suite 140
Southpoint One
Berwyn, Pennsylvania 19312	
 	 	
4.	The amendment shall be effective upon filing this Certificate of Amendment in the Department of State.	
 	 	
5.	This restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	

IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 25th day of August, 1998.
 	479 THOMAS JONES WAY ASSOCIATES, L.P.,
a Pennsylvania limited partnership	
 	 	 	
 	WITHDRAWING GENERAL PARTNER:	
 	 	 	
 	Oaklands Business Parks, Inc., a Pennsylvania corporation	
 	 	 	
 	By:	/s/ JAMES J. GORMAN 	
 	 		
 	Name:	James J. Gorman	
 	Title:	Pres.	

	
 	 	 	
 	SUBSTITUTED GENERAL PARTNER:	
 	 	 	
 	Prentiss Properties Acquisition Partners, L.P., its sole general partner	
 	 	 	
 	By:	Prentiss Properties I, Inc., general partner 	
 	 	 	
 	By:	/s/ Henry C. Gulbrandsen, Jr.

 	 	Henry C. Gulbrandsen, Jr., Vice President	

Microfilm Number                     	 	 	Filed with the Department of State on APR 12 2001	 	
 	 	 	 	 	
Entity Number                     	 	 	XXXXXX	 	
 	 		 	
 	 	 	Secretary of the Commonwealth	 	
 
CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB: 15-8512 (Rev 90)	
In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that:
1.	The name of the limited partnership is: 100 Arrandale Associates, L.P.	

 	 	
2.	The date of filing of the original Certificate of Limited Partnership is: September 30, 1996	
 	 	
3.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment adopted by the limited partnership, set forth in full, is as follows:	

 	 	 	

 	 		

 	 	 	
 		The amendment adopted by the limited partnership 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	
 	 	
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
 	 	 	
 		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 12th day of April, 2001.
WITHDRAWING GENERAL PARTNER:	 	NEW GENERAL PARTNER:	
 	 	 	 	 	
100 Arrandale Associates, L.P., a Pennsylvania limited partnership	 	Brandywine Operating Partnership, L.P., a Delaware limited partnership	
 	 	 	 	 	
By:	Prentiss Properties Acquisition Partners, L.P., its sole general partner	 	By:	Brandywine Realty Trust, general partner	
 	 	 	 	 	
By:	Prentiss Properties I, Inc., a Delaware Corporation, its general partner;	 	 	 	
 	 	 	 	 	
BY: 	XXXXXX	 	BY: 	XXXXXX	
 		 	 		
TITLE:	Senior Vice President 	 	TITLE:	President and Chief Executive Officer	

EXHIBIT A

CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP

100 ARRANDALE ASSOCIATES, L.P.
Article 2 and Article 3 of the Certificate of Limited Partnership of 100 Arrandale Associates, L.P. are hereby amended in their entirety as follows:
2.	The address of this limited partnership’s registered office in this Commonwealth is:	
 	 	
 	14 Campus Boulevard, Suite 100, Newtown Square, PA 19073-3280	
 	 	
3.	The name and business address of the general partner of the partnership is:	
 	 	
 	Brandywine Operating Partnership, L.P.
14 Campus Boulevard, Suite 100, Newtown Square, PA 19073-3280	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Amendment-Domestic
(15 Pa. C.S.)	 	
 	Entity Number	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 	Unreadable text	 	  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 1187
HARRISBURG,   PA          17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 06 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING 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:
100 Arrandale Associates, L.P.	 	 	

 	2.	The date of filing of the original Certificate of Limited Partnership/Organization:
Sept. 30, 1996	
 	 	 	
 	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	

 	 	 	
 	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

4th day of June 2002

100 Arrandale Associates, L.P.
	 	
 	 	 	Name of Limited Partnership/Limited Liability Company

	 	
 	 	 	Signature	 	

(See Exhibit B attached)
	 	
 	 	 	Title	 	

EXHIBIT A

TO CERTIFICATE OF AMENDMENT

100 ARRANDALE ASSOCIATES, L.P.
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows:
“Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows:
“Article 6. The name and business address of each general partner is: Brandywine Operating Partnership, L.P., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows:
“Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.”

EXHIBIT B
to
CERTIFICATE OF AMENDMENT
of
100 ARRANDALE ASSOCIATES, L.P.
 	By:	Brandywine Operating Partnership, L.P., a Delaware limited partnership General Partner	
 	 	 	
 	By:	Brandywine Realty Trust, a Maryland real estate trust	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	Brad A. Molotsky, Secretary	

Exhibit 3.81
 
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP

OF

100 ARRANDALE ASSOCIATES, L.P.
Dated as of April 13, 2004

TABLE OF CONTENTS
 	 	Page	
			
Section 1.	Continuation, Partners and Name.	1	
Section 2.	Partnership Purposes.	2	
Section 3.	Term of Partnership.	3	
Section 4.	Principal Place of Business; Registered Office.	3	
Section 5.	Partnership Interests.	3	
Section 6.	Management.	4	
Section 7.	Capital.	8	
Section 8.	Allocation of Income and Losses.	12	
Section 9.	Distributions.	13	
Section 10.	Actions and Compensation of Partners.	14	
Section 11.	Transactions with Affiliates.	14	
Section 12.	Books, Records and Financial Reports.	15	
Section 13.	Restrictions on Transfer.	16	
Section 14.	Take Along Rights.	17	
Section 15.	Admission of Additional Partners.	18	
Section 16.	Representations, Warranties and Covenants.	18	
Section 17.	Bankruptcy of a Limited Partner.	19	
Section 18.	Dissolution Events.	19	
Section 19.	Winding up, Liquidation and Dissolution.	20	
Section 20.	Liabilities.	22	
Section 21.	Power of Attorney.	23	
Section 22.	Successors and Assigns.	24	
Section 23.	Notice.	24	
Section 24.	Certain Matters.	25	
Section 25.	Governing Law.	25	
Section 26.	Entire Agreement.	25	
Section 27.	Captions.	25	
Section 28.	Amendment.	25	
Section 29.	No Third Party Beneficiary.	26	
Section 30.	Estoppels, Etc.	26	
Section 31.	No Waiver.	27	
Section 32.	Severability.	27	
i

          This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”) of 100 Arrandale Associates, L.P., a Pennsylvania limited partnership (the “Partnership”), is made and entered into as of April 13, 2004, by and among Brandywine Operating Partnership, L.P. (“BOP”), a Delaware limited partnership, in a capacity as both a general partner (in such capacity, the “General Partner”), and a limited partner (in such capacity, a “Limited Partner”), and Witmer Operating Partnership I, L.P. (“Witmer”), as a limited partner (together with BOP in BOP’s capacity as a limited partner and together with any person or persons who may hereafter be admitted to the Partnership as a limited partner, individually, a “Limited Partner” and collectively the “Limited Partners”). The General Partner, the Limited Partners and such other persons as may become partners of the Partnership in accordance with this Agreement are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner.”
          By Certificate of Limited Partnership filed with the Secretary of State of the Commonwealth of Pennsylvania on September 30, 1996, 100 Arrandale Associates, L.P. (the “Partnership”) was formed. Immediately prior to August 27, 2001 (the date of the first amended and restated agreement of limited partnership), the partners in the Partnership consisted of BOP, as the General Partner and as a Limited Partner, PPAP, as a Limited Partner, and James J. Gorman (“Gorman”) and Christopher J. Knauer (“Knauer”), also as limited partners. Immediately prior to the date hereof, the partners in the Partnership consisted of BOP, as the General Partner and as a Limited Partner, and Prentiss Properties Acquisition Partners, L.P. (“PPAP”), as a Limited Partner.
          On the date hereof, PPAP has transferred to BOP all of its right, title and interest in and to the Partnership (consisting, in each case, of an 11% “Capital Percentage Interest” and a 1% Profit Percentage Interest”, as each such term is defined in the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 27, 2001 (the “Prior Partnership Agreement”)), and PPAP has withdrawn completely from the Partnership, and BOP and Witmer desire to amend and restate in its entirety the Prior Partnership Agreement, as amended.
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that PPAP has withdrawn as a limited partner of the Partnership, and the Prior Partnership Agreement is hereby amended and restated in its entirety, as follows:
Section 1.     Continuation, Partners and Name.	
 	
                     (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect in the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”), for the purposes set forth in Section 2 hereof. The Partners shall consist of BOP, as the sole General Partner, and BOP and Witmer, as Limited Partners. The business and affairs of the Partnership shall be conducted under the name set forth above or such other name as the General Partner shall, in its sole discretion, designate in writing.	
 	
                     (b)     By executing this Agreement each Partner hereby agrees that the Partnership shall be governed by the Act except as otherwise herein expressly stated. The 	
1

 
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, or as may be necessary or appropriate to permit the Partnership to engage in the activities contemplated by Section 2 hereof; and the Partners shall further obtain such business licenses, certificates of qualification and other evidences of authority and shall execute all certificates, notices, statements, and other instruments as may from time to time during the term of the Partnership be necessary or appropriate in the opinion of the General Partner to the achievement of the purposes set forth in Section 2 or as may be required by applicable law so that the Partnership may conduct its business and own the Property (as defined herein).	
 	
Section 2.     Partnership Purposes.	
                    The purpose of the Partnership is to directly, or indirectly through one or more Affiliates (as defined below), acquire, own, hold, construct, develop, maintain, lease, mortgage, encumber, operate, sell and/or transfer, convey or exchange one or more parcels of land and any buildings and improvements now existing or hereafter constructed thereon (collectively, the “Property”) and to enter into and perform any and all other activities as may be incidental or related thereto. To carry out these purposes the Partnership shall, subject to the terms of this Agreement and any other agreement entered into by the Partnership, have and exercise all powers now or hereafter permitted by the laws of the Commonwealth of Pennsylvania to be exercised by a limited partnership formed under the laws of that state, and to do any and all things not prohibited by law in furtherance of the business of the Partnership. Without limiting the foregoing, the Partnership shall have the right, power, and authority to: directly or indirectly, sue and be sued in all courts and participate in all proceedings; hold, purchase, receive, lease or otherwise acquire, own, improve, employ, use and deal in and with real or personal property or any interest therein; hold title to any or all of its property in the name of any partnership, corporation or other entity, including the General Partner; sell, convey, lease, exchange, transfer or otherwise dispose of or mortgage or pledge all or any of its property and assets, or any interest therein; wind up and dissolve itself as provided in this Agreement; enter into any contract (including any contracts of guaranty and suretyship with respect to the obligations of the Partnership or third parties, including any Affiliates), agreement, undertaking, arrangement, or any joint venture, partnership or association of any kind; incur liabilities, borrow or lend money, issue notes, bonds, and other obligations to any person (including, without limitation, the General Partner and other Affiliates), and secure any of its obligations (or obligations of its Affiliates) by mortgage, pledge or other encumbrance of all or any of its property (including, without limitation, mortgages in favor of or securing obligations of third parties, including its Affiliates, that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of the same or other parties, including Affiliates), franchises, and income; issue additional securities of any type, including interests, rights, options, or warrants; lend money, invest and reinvest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested; hire any and all persons as employees, agents, independent contractors, consultants or otherwise; provide insurance for its benefit on the life of any of its Partners or their partners, officers, directors or employees; guaranty, purchase, take, receive, subscribe for or otherwise acquire, own, hold, use or otherwise employ securities or interests in any entity (including joint ventures, corporations, and general and limited 
2

partnerships); and to take or cause to be taken all actions and to perform all functions necessary or appropriate to conduct the business of the Partnership.
                    As used herein, the term “Affiliate” shall mean any corporation, partnership or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Partnership. The Affiliates of the Partnership include on the date hereof (without limitation) the General Partner and any partnership in which the General Partner or the Partnership is a general partner.
Section 3.     Term of Partnership.	
                    The term of the Partnership has commenced and shall continue until December 31, 2094, unless earlier dissolved pursuant to the terms of Section 18 hereof or by operation of law.
Section 4.     Principal Place of Business; Registered Office.	
                    The principal place of business and the registered office of the Partnership is at the offices of the General Partner, 401 Plymouth Road, Suite 500, Plymouth Meeting, Pennsylvania 19462 or at such other location as the General Partner shall from time to time determine.
Section 5.     Partnership Interests.	
 	
                    (a)     The Partnership shall initially have two classes of partnership interests (“Partnership Interests”): (i) general partnership interests (“General Partnership Interests”); and (ii) limited partnership interests (“Limited Partnership Interests”).	
 	
                    (b)     The General Partner may in its sole discretion cause the Partnership to create and issue such additional classes of Partnership Interest with such rights, privileges, and franchises as it determines to be appropriate. Any such issuance may be made by the General Partner, acting singly without the consent of any other Partner, by setting forth either in an amendment or an addendum to this Agreement, the relative rights, obligations, duties, and preference of each new class of securities or interests that is created. A copy of this Agreement as so amended, or the addendum as so adopted, as the case may be, shall be provided to each other Partner. All filings necessary to be made under the Act or applicable law in connection with the creation of any such interest shall be made by the General Partner on behalf of the Partnership. No Partner shall have any preemptive or other rights to subscribe for or acquire any additional securities, interests or indebtedness which may be issued by the Partnership.	
 	
                    (c)     The General Partner may solicit and accept additional capital contributions from any Partner or other person and/or cause the Partnership to issue additional partnership interests, rights, options or warrants exercisable for or convertible into partnership interests, or any other “securities” of any type or class whatsoever. Any such securities may be issued for cash, property, services, or such other type, form, and amount of consideration (including notes, other evidences of indebtedness or obligations of the person acquiring the security as the case may be) as the General Partner may determine to be appropriate.	
3

                    (d)     Any person may hold more than one class of Partnership Interest at the same time, and in such event shall for the purposes of this Agreement be separately entitled to the rights afforded a Partner in each of such classes under this Agreement. To the extent that a General Partner contributes to the capital of the Partnership as a Limited Partner or purchases any Limited Partner’s Partnership Interest, it shall be treated in all respects as a Limited Partner as to such interest.	
 	
                    (e)     No Limited Partner shall either directly or indirectly take any action to require partition or appraisal of the Partnership or any of its assets or properties or cause the sale of any Partnership property, and notwithstanding any provision of applicable law to the contrary, each Partner (and its or his legal representatives, successors or assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its or his Partnership Interest, or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement.	
 	
                    (f)     All real and personal property owned by the Partnership shall be owned by the Partnership as an entity, and insofar as permitted by applicable law, no Partner shall have any ownership interest in such property in his or its individual name or right. Each Partner’s interest in and to all Partnership property shall be personal property for all purposes. Without limiting or expanding the foregoing, to the extent allowable under applicable law, the Partnership may hold title to all or any part of its properties or assets in the name of an individual, corporation, partnership, trust or otherwise, the beneficial interest in which shall at all times be vested in the Partnership, and may agree that any such title holders be vested with all or any part of the powers which might otherwise reside in the Partnership. Any such title holder shall perform any and all of their respective functions to the extent and upon such terms and conditions as may be determined from time to time by the General Partner in its sole discretion. All Partnership assets shall be recorded as the property of the Partnership on its books and records, regardless of the name in which legal title may be held.	
 	
Section 6.     Management.	
 	
                    (a)     The General Partner. The Partnership shall be managed by or under the sole direction of the General Partner. All decisions relating to the business and affairs of the Partnership shall be made, and all action proposed to be taken by or on behalf of the Partnership shall be taken, by or under the direction of the General Partner in its sole and absolute discretion and without the consent of the Limited Partners. All such decisions or actions made or taken by or under the direction of the General Partner hereunder shall be binding upon all of the Partners and the Partnership. All approvals, consents, or ratifications of actions taken by the General Partner required herein may be prospective or retroactive.	
 	
                    (b)     Specific Power and Authority of the General Partner. The General Partner shall have and exercise, and is hereby granted, all of the powers of the Partnership and full, exclusive, and complete authority and discretion in the management and control of the Partnership. Without limiting the foregoing, the power and authority of the General Partner to make all decisions with respect to the business and affairs of the Partnership and to take such action for and on behalf of the Partnership as it may deem necessary or appropriate to enable the 	
4

 
Partnership to carry out its purposes shall include, without limitation, the full and complete power and authority, without the consent of the Limited Partners, to do the following:	
 	
                              (i)     borrow money, procure loans and advances from, for and on behalf of the Partnership (including, without limitations, loans made by the General Partner or any Affiliate to the Partnership), cause any Affiliate to borrow money from, for or on behalf of such Affiliate, to guaranty the obligations of any Affiliate for borrowed money, and to repay, discharge, settle, adjust, compromise or liquidate any such loan or advance, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;	
 	
                              (ii)     cause the Partnership to lend money (on either a secured or an unsecured basis) to the General Partner, any Affiliate or to any other person or entity on such terms and conditions as the General Partner determines to be necessary or appropriate;	
 	
                              (iii)     to secure any loans to the Partnership (including, without limitation, loans from the General Partner or any Affiliate or other person) or to secure loans to any Affiliate or other person or to secure any guaranty by the Partnership of either its obligations or the obligations of any Affiliate or other person, convey, mortgage, pledge, assign, or hypothecate, for and on behalf of the Partnership or any Affiliate of the Partnership all or any part of the Property or other assets of the Partnership; to secure any of its obligations (or any obligation of any of its Affiliates (including obligations of the General Partner)) by mortgage, pledge or other encumbrance of all or any of the Partnership’s property or assets (including, without limitation, mortgages securing obligations of Affiliates or other persons that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of such or other Affiliates and persons); to grant any right which it deems necessary or appropriate to be granted with respect to any properties or assets of the Partnership, including, without limitation, easements and other rights appertaining to real property held by the Partnership;	
 	
                              (iv)     execute and deliver for and on behalf of the Partnership or any Affiliate or other person any contract necessary or incidental to the operation of the property or any business of the Partnership (including any contract of guaranty or suretyship), any promissory note, bond, deed of trust, mortgage, security agreement, financing statement, lease, assignment of leases, guaranty, or other obligation or evidence of indebtedness and all instruments required or advisable in connection with any such instrument;	
 	
                              (v)     obtain insurance on the Property and any other assets of the Partnership;	
 	
                              (vi)     acquire and hold the Property and such other real property, tangible and intangible personal property (including, without limitation, securities or other interests in any entity, and to acquire any such securities or interests in exchange for real or personal property) and other assets as may be necessary or desirable to carry on the business, of the Partnership, or to cause any Affiliate in which the Partnership is a partner or shareholder to acquire and hold real property, tangible and intangible personal property and other assets; and to sell, lease, mortgage, pledge, assign, hypothecate, develop, manage, use, operate, exchange or otherwise dispose of such real property, tangible and intangible personal property and other assets upon such terms and conditions as the General Partner deems necessary or appropriate;	
5

                              (vii)     construct, develop, maintain, operate, improve and sell any or all properties owned by the Partnership, or cause such properties to be constructed, developed, maintained, and operated and improved by any Affiliate including, expressly, the power and authority to consummate any interim or permanent financing with respect thereto;	
 	
                              (viii)     lease the Property and any property owned by any Affiliate and collect all rentals and all other income accruing to the Partnership or such Affiliate, and to pay all acquisition and construction or development costs and all expenses of operation, whether capital or otherwise with respect to the Property and/or such properties owned by an Affiliate;	
 	
                              (ix)     prepare, or have prepared, and file all tax returns for the Partnership and make all tax elections for the Partnership, including any election under Section 709 of the Internal Revenue Code of 1986, as amended (the “Code”), to amortize certain organizational expenditures incurred by the Partnership over a period of not less than 60 months, and an election under Code Section 754, provided, however, that the Partner or Partners requesting that the Partnership make such election under Code Section 754 shall reimburse the Partnership for any additional costs incurred by the Partnership in making the election for and on behalf of the Partnership;	
 	
                              (x)     institute, prosecute, defend and settle any legal, arbitration or administrative actions or proceedings on behalf of or against the Partnership or any Affiliate or other person (including, without limitation, any insurance claims), as the General Partner, in its sole discretion, may deem necessary or desirable;	
 	
                              (xi)     maintain and operate the assets of the Partnership or any Affiliate or other person or any part or parts thereof;	
 	
                              (xii)     employ, engage or contract with and dismiss or terminate the employment of, supervise and compensate such persons, firms or corporations for and in connection with the business of the Partnership or any Affiliate and the acquisition, development, improvement, operation, maintenance, management, leasing, financing, refinancing, sale, exchange or other disposition of any assets of the Partnership or any Affiliate or other person or any interest in any of such assets as the General Partner, in its sole discretion, may deem necessary or desirable;	
 	
                              (xiii)     pay any debts and other obligations of the Partnership or Affiliate and to cause any Affiliate to pay the debts and obligations of such Affiliate, including amounts due under any construction and permanent financing of improvements and other loans to the Partnership or such Affiliate, as the case may be, and costs of operation and maintenance of the assets of the Partnership or such Affiliate, as the case may be;	
 	
                              (xiv)     pay all taxes, assessments, rents and other impositions applicable to the assets of the Partnership or any Affiliate and undertake when appropriate any action or proceeding seeking to reduce such taxes, assessments, rents or other impositions;	
 	
                              (xv)     deposit or invest all monies received by the General Partner for or on behalf of the Partnership or any Affiliate as the General Partner shall deem appropriate and to conduct all banking transactions, open, maintain and close bank accounts and change signatories 	
6

on such accounts, and to draw checks and other orders for the payment of monies and to disburse all funds on deposit and liquidate such investments on behalf of the Partnership or such Affiliate in such amounts and at such times as the same may be required;
                              (xvi)     sell or otherwise transfer all, substantially all or any of the Property and other assets of the Partnership or to cause any Affiliate to sell or otherwise transfer all or any of its properties and other assets, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;	
 	
                              (xvii)     act as the tax matters partner for the Partnership or any Affiliate (within the meaning of Code Section 6231);	
 	
                              (xviii)     perform other obligations provided elsewhere in this Agreement to be performed by the General Partner, including, without limitation, the preparation of all financial reports, the maintenance of the Partnership books and records;	
 	
                              (xix)     in connection with borrowings made by or on behalf of the Partnership from the General Partner, mortgage, pledge, or otherwise grant securities interests on any or all of the Partnership’s assets or properties to secure the obligation of the Partnership to the General Partner and the obligations of the General Partner to its lenders in respect of any such borrowings or otherwise; and	
 	
                              (xx)     take any and all other actions as the General Partner may deem necessary or appropriate in furtherance of the business of the Partnership.	
 	
                    The General Partner shall be entitled to act upon any resolution, certificate, statement, agreement, document, or other instrument, and to consult with legal counsel, accountants, appraisers, and other professionals and persons, and to rely upon the authenticity and genuineness of all such writings and the advice of such persons in connection with the business of the Partnership. Any act which may be taken by the General Partner hereunder, may be taken by any of its duly authorized officers or any attorney-in-fact for either the General Partner or such officers.	
 	
                    By executing this Agreement, each Limited Partner hereby expressly consents to any exercise by the General Partner of any or all of the foregoing powers.	
 	
                    (c)     Guaranty of Obligations of the General Partner. Without limiting the provisions of Sections 2, 6(a) or 6(b) above, the General Partner and each Limited Partner expressly acknowledge and agree that the Partnership’s financial standing and economic viability depend in large part on the financial standing and economic viability of the General Partner and its Affiliates, including the General Partner’s ability to borrow funds for the benefit of the General Partner and all of its Affiliates, and to secure such borrowings with first and subordinate liens on real property. The General Partner and each Limited Partner hereby consent and agree to any and all guarantees by the Partnership of indebtedness for borrowed money and other obligations of the General Partner and/or any other Affiliate. The General Partner and each Limited Partner hereby consent and agree that it is a good and valid Partnership purpose given for good and valuable consideration for the benefit of all the Partners for the Partnership to convey, mortgage, assign, pledge and/or hypothecate the Property, any tangible or intangible 	
7

personal property or any other assets of the Partnership as security for any such guaranty or as security for the obligations or liabilities of the General Partner and/or any other Affiliate. The foregoing is given with the understanding and agreement that the General Partner and each other Affiliate for whose benefit any such guaranty is given will have the power and authority to guaranty obligations and liabilities of the Partnership.	
 	
                    (d)     Evidence of Authority of General Partner. The signed statement of the General Partner, reciting that it has authority to undertake any act, when delivered to any third party, shall be all the evidence such third party shall need concerning the capacity or authority of the General Partner to so act, and any such third party shall be entitled to rely upon such statement and shall not be required to inquire further as to any of the facts contained in such statement, said facts being deemed to be true insofar as such third party is concerned.	
 	
                    (e)     Limited Partners. The Limited Partners shall have no right or authority to act for or to bind the Partnership and shall not participate in the conduct, management or control of the Partnership’s affairs or take any action that would cause a default or non-compliance under any contract or agreement to which the Partnership is a party or which is related to the use, operation, maintenance, development or financing of the Partnership’s properties or assets. No Limited Partner may voluntarily withdraw from the Partnership without the prior consent of the General Partner, which consent may be given or withheld in the sole discretion of the General Partner.	
 	
                    Each Limited Partner hereby waives any rights which he might otherwise have under applicable law as a creditor with respect to any distribution to be made hereunder to the maximum extent permitted by the Act.	
 	
                    (f)     Specific Consent. The Limited Partners hereby specifically consent and agree in accordance with the Act that the General Partner shall have the right, power and authority, notwithstanding anything in the Act to the contrary, to (i) sell all or substantially all of the assets of the Partnership, (ii) confess judgment against the Partnership or execute any note, mortgage or other agreement containing a provision pursuant to which judgment may be confessed against the Partnership or its assets, (iii) pledge or mortgage any or all of its assets as security for the repayment of any loans to the Partnership (including, without limitation, any loans made to the Partnership by its General Partner) , and (iv) take any other action not inconsistent with the terms of this Agreement, in each case without the further consent of the Limited Partners, which consent shall be deemed to be granted hereby.	
 	
Section 7.     Capital.	
 	
                    (a)     Initial Capital Contributions. On or prior to the date hereof, the Partners have contributed to the capital of the Partnership or shall be deemed to have contributed to the capital of the Partnership an amount equal to such Partner’s Capital Interest (as defined below) multiplied by the fair market value of the interests in the Partnership as of the date hereof (an “Initial Capital Contribution”).	
 	
                    (b)     Additional Capital Contributions. No Partner shall have any obligation to contribute any additional sum to the capital of the Partnership. If the General Partner determines 	
8

 
that additional funds are necessary for Partnership purposes, it may, at its sole discretion, borrow such funds on behalf of the Partnership from third parties on such terms and conditions as the General Partner deems necessary or appropriate, loan such funds to the Partnership or contribute such funds to the Partnership as an additional capital contribution or obtain such funds through the issuance of securities as provided in Section 5(c) above. Any loans by the General Partner to the Partnership shall bear interest at such reasonable rate as the General Partner shall determine, not exceeding 3.0% per annum over the greater of the General Partner’s average cost of funds or the rate of interest charged on the General Partner’s principal bank line of credit, in each case as the same may change from time to time. Any loans by the General Partner to the Partnership shall be paid out of available Operating Cash Flow from the Partnership before any distribution shall be made to the Partners.	
 	
                    (c)     Percentage Interest. The Partners shall have separate and differing interests in the capital (“Capital Interest”) and in the profits (“Profits Interest”) of the Partnership, which at the date hereof are as set forth below:	
 	 	 	 	 	 	
		Capital Interest		Profits Interest		
						
 	BOP (as General Partner)	2.0	%	2.0	%	
 	Witmer	11.0	%	1.0	%	
 	BOP (as Limited Partner)	87	%	97	%	
 	
                    (d)     Adjustments to Percentage Interests. Upon the admission of any additional Partners to the Partnership, or upon the making of any additional Capital Contribution to the Partnership by a Partner, the percentage interests of the Partners shall be adjusted, so that their respective percentage interests shall be the percentage that each Partner’s aggregate Capital Contributions to the Partnership bears to the aggregate Capital Contributions of all Partners to the Partnership at the applicable time of determination or, in such other manner as may be reasonably determined by the General Partner.	
 	
                    (e)     No Interest, Etc. No Partner shall be entitled to (i) receive any interest or other compensation on or with respect to its Capital Contributions or withdraw any part of its capital contributions or receive any distribution, except as provided in Sections 9 and 19 hereof; or (ii) demand or receive any property from the Partnership other than cash.	
 	
                    (f)     Establishment of Capital Accounts.	
 	
                              (i)     General Rule. A capital account shall be established for each Partner (hereinafter referred to as “Capital Account”) in the amount of such Partner’s Initial Capital Contribution and shall be determined and maintained in accordance with the rules of Treasury Regulation (“Treas. Reg.”) §1.704-1(b)(2)(iv). Pursuant to such rules, a Partner’s Capital Account shall be increased by:	
 	
                                        (A)     the amount of money contributed by the Partner to the Partnership;	
9

                                        (B)     the fair market value of property (other than money) contributed by, or on behalf of, the Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership assumes or subject to which it takes the property); and	
 	
                                        (C)     allocations to the Partner of Partnership income and gain (or items thereof), including income and gain exempt from tax and income based on the book values described in Section 7(h) of this Agreement;	
 	
          and decreased by:	
 	
                                        (D)     the amount of money distributed to the Partner by the Partnership;	
 	
                                        (E)     the fair market value of property (other than money) distributed to the Partner by the Partnership (net of liabilities secured by such distributed property that the Partner assumes or subject to which he takes the property);	
 	
                                        (F)     allocations to the Partner of expenditures of the Partnership not deductible in computing its taxable income and not properly chargeable to capital account (including organization or syndication expenditures not deductible by the Partnership pursuant to Code Section 709 and losses disallowed to the Partnership under Code Sections 267(a)(1) or 707(b)); and	
 	
                                        (G)     allocations of Partnership loss and deduction (or items thereof), including loss and deduction described in Section 7(h) of this Agreement but excluding items described in clause (F) above and percentage depletion in respect of an item of depletable property of the Partnership in excess of the adjusted tax basis of such property;	
 	
          and shall otherwise be adjusted in accordance with the remaining provisions of this Section 7.	
 	
                              (ii)     For purposes of paragraphs (f) through (k) of this Section 7, except as otherwise provided herein, the fair market value of property contributed to the Partnership or distributed by the Partnership, if permitted under Treas. Reg. §1.704-1(b)(2)(iv), shall be the value assigned to such property by agreement between the General Partner and the Partner (other than the General Partner) by which such property is contributed or to which such property is distributed. If no such agreement as to value is made, the fair market value of such property shall be determined by an appraisal.	
 	
                    (g)     Special Rules Regarding Distributions of Property. If property (other than money) is distributed to a Partner (whether in liquidation of his interest or otherwise) then immediately prior to such distribution, the Capital Accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners if there were a taxable disposition of such property for the fair market value of the property (but not less than the amount of any nonrecourse indebtedness to which such property is subject) on the date of distribution.	
10

                    (h)     Property Carried at a Book Value Different from Tax Basis. If, pursuant to provisions of this Section 7, property is reflected in the Capital Accounts of the Partners and on the books of the Partnership at a book value that differs from the adjusted tax basis of such property, then the adjustments to Capital Accounts in respect of such property prescribed in Sections 7(f)(i)(C), 7(f)(i)(G) and 7(g) shall be determined by reference to depreciation, depletion, amortization, gain or loss as computed for book purposes and no further adjustments shall be made to the Capital Accounts to reflect the Partner’s shares of the corresponding tax items. For the purposes of computing such adjustments to Capital Accounts, the amount of book depreciation, depletion, or amortization for a period with respect to an item of partnership property shall be the amount that bears the same relation to the book value of such property as the depreciation (or cost recovery deduction), depletion, or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property. If such property has a zero adjusted tax basis, the General Partner may select any reasonable method of computing book depreciation, depletion or amortization with respect to such property.	
 	
                    (i)     Transfers of Interests in the Partnership. Upon the transfer of all or a part of an interest in the Partnership, the Capital Account of the transferor that is attributable to the transferred interest shall carry over to the transferee, adjusted as provided in Section 7(j). If, however, the transfer of an interest in the Partnership causes a termination of the Partnership for federal income tax purposes, then the Capital Account that carries over to the transferee and the Capital Accounts of all other Partners will be recomputed as though all property and liabilities of the Partnership had been distributed in accordance with existing Capital Account balances, adjusted in accordance with Section 7(g), and recontributed to the Partnership (or, in the case of liabilities, reassumed by the Partnership) as though such contributions were being made upon the formation of a new partnership, in accordance with the constructive liquidating distributions and recontributions deemed to occur under Treas. Reg. §1.708-1(b)(1)(iv) (or any successor provision).	
 	
                    (j)     Adjustments to Capital Accounts in Connection with an Election under Code Section 754. Upon an adjustment to the adjusted tax basis of Partnership property pursuant to Code Sections 732, 734 or 743, the Capital Accounts of the Partners shall be adjusted as provided in Treas. Reg. §1.704-1(b)(2)(iv)(m) (or any successor provision).	
 	
                    (k)     Revaluations of Partnership Property. Upon (i) a contribution of money or other property to the Partnership by a new or existing Partner as consideration for an interest in the Partnership or (ii) a distribution of money or other property by the Partnership to a retiring or continuing Partner as consideration for relinquishment of an interest in the Partnership, the Capital Accounts of the Partners may, in the discretion of the General Partner, be adjusted to reflect the manner in which the unrealized income, gain, loss or deduction inherent in all Partnership property for federal income tax purposes (that has not been reflected in the Capital Accounts of the Partners previously) would be allocated among the Partners under Section 8 of this Agreement if there were a taxable disposition of all Partnership property for its fair market value immediately prior to such contribution or distribution. For purposes of this Section 7(k) the fair market value of Partnership property shall be the value (but not less than the amount of any nonrecourse indebtedness to which such property is subject) assigned to such property by agreement between the General Partner and the contributor or distributee Partner, as the case 	
11

may be. If such agreement as to value is not made, then the fair market value of such property shall be determined by appraisal by an M.A.I. appraiser selected by the General Partner.	
 	
Section 8.     Allocation of Income and Losses.	
 	
                    (a)     General Rules of Allocation. Net Profit, Net Losses and all items of income, gain, loss and deduction, whether or not includible or deductible for federal income tax purposes, shall be credited to or debited against the Partners’ respective Capital Accounts as set forth in this Section 8. It is intended that, as a result of such allocations and the application of Section 7(f), all liquidating distributions made pursuant to Section 19 shall be identical to the amounts that would be distributed to each Partner if such distributions were made instead pursuant to Section 9(c).	
 	
                    (b)     Net Profits and Losses. “Net Profits” or “Net Losses” for any fiscal year or other period shall be an amount equal to the sum of (i) the Partnership’s taxable income or loss for such year or period as shown or reported on the Partnership’s U.S. Partnership return of income (but computed as provided in Section 7(h)), and (ii) any income of the Partnership for such year or period exempt from federal income taxation, reduced by (iii) any expenditures of the Partnership for such year or period not deductible in computing its taxable income and not properly capitalized for federal income tax purposes.	
 	
                    (c)     Net Profits. Net Profits of the Partnership for any fiscal year or other period shall be allocated to the Partners as follows:	
 	
                              (i)     First, to those Partners having negative Capital Account balances, in proportion to such negative balances, until such negative balances are eliminated;	
 	
                              (ii)     Second, to those Partners for whom the Initial Capital Contribution reduced by distributions of Extraordinary Cash Flow under Section 9(c)(i) (the “Unrepaid Capital Contribution”) exceeds its Capital Account balance, in proportion to such excesses, until any such excesses are eliminated; and	
 	
                              (iii)     Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.	
 	
                    (d)     Net Losses. Net Losses of the Partnership for any Fiscal Year or other period shall be allocated to the Partners as follows:	
 	
                              (i)     First, to those Partners whose Capital Account balances exceed their Unrepaid Capital Contributions, in proportion to such excesses, until such excesses are eliminated;	
 	
                              (ii)     Second, to those Partners having positive Capital Account balances, in proportion to such positive balances until such positive balances are eliminated; and	
 	
                              (iii)     Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.	
12

                    (e)     Distributive Share for Federal Income Tax Purposes. The Partnership shall report each Partner’s distributive share of Net Profits, Net Losses and items of income, gain, loss and deduction in accordance with the rules of Section 704(b) and (c) of the Code, as determined by the General Partner upon the advice of the Partnership’s accountants and/or tax counsel. Except as otherwise provided herein, each Partner’s share of each item of Partnership income, gain, loss or deduction for each taxable period shall equal such Partner’s share of Net Profits or Net Losses for such period. For Federal income tax purposes, the Partnership shall use the “remedial allocation method,” as described in Treas. Reg. §1.704-3(d), to allocate income, gain, loss or deduction with respect to any property contributed by a Partner to the Partnership and with respect to any property for which differences between book value and adjusted tax basis are created pursuant to Section 7(l). These allocations shall not affect the Partner’s Capital Account.	
 	
                    (f)     Deficit in Capital Account. No Partner shall be required to restore any deficit balance in its Capital Account to the Partnership except as required by the Act or as provided in Section 19 of this Agreement.	
 	
Section 9.     Distributions.	
 	
                    (a)     Definitions. For purposes of this Section 9, the following terms shall have the respective meanings set forth below:	
 	
                    Operating Cash Flow: As to any fiscal year or portion thereof, Operating Revenues less Partnership Expenses and a reserve in a reasonable amount determined by the General Partner for working capital, payment of future known or reasonably foreseeable expenditures, obligations, or liabilities of the Partnership, and repairs, replacements, and improvements to any Partnership assets.	
 	
                    Operating Revenues: As to any fiscal year or portion thereof, the total cash receipts of the Partnership less “Capital Transaction Proceeds” (the proceeds from Capital Contributions or from any sale, refinancing or any similar transaction with respect to the Partnership’s assets and less insurance proceeds), Capital Contributions, loans, any properly unapplied advance rentals in connection with the leasing of any Partnership assets (which shall be Operating Revenues when applied), and any unforfeited security deposits of tenants of any Partnership assets.	
 	
                    Partnership Expenses: As to any fiscal year or portion thereof, all expenditures, expenses, and charges related to the management and operation of the Partnership and the conduct of its business and affairs and the ownership, leasing, operation, improvement, construction, development, maintenance and upkeep of any of its assets.	
 	
                    Extraordinary Cash Flow: As to any fiscal year or portion thereof, the proceeds from the sale of any real property by the Partnership (a “Capital Transaction”) less any expenses, costs, or liabilities incurred by the Partnership in effecting any such sale, and an amount set aside or committed by the General Partner for repair, improvement and replacement to or of any Partnership assets.	
13

                    (b)     Distributions of Operating Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Operating Cash Flow to the Partners in proportion to their respective Profits Interests.	
 	
                    (c)     Distributions of Extraordinary Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Extraordinary Cash Flow, if any, to the Partners in proportion to their respective Profits Interests.	
 	
Section 10.     Actions and Compensation of Partners.	
 	
                    (a)     Except as set forth in this Section 10, no Partner shall receive or be entitled to any compensation or reimbursement for its services to or expenses incurred in connection with the Partnership.	
 	
                    (b)     The General Partner shall be entitled to receive reimbursement from the Partnership for all costs and expenses incurred by it in connection with the conduct of the business of the Partnership, or paid by it for the account of the Partnership, including, without limitation, reasonable charges for the management of the Partnership and for maintaining the books and records of the Partnership and all costs and expenses of maintaining the Partnership’s existence and good standing as well as all legal and accounting fees allocable to the Partnership.	
 	
                    (c)     To compensate the General Partner for its services in connection with the leasing and management of the Property, the Partnership may, subject to Section 24, enter into management, leasing, agency or similar agreements in form acceptable to the General Partner, in its sole discretion, with the General Partner or an Affiliate and pay to the General Partner or an Affiliate all management and leasing fees and commissions payable thereunder.	
 	
                    (d)     Nothing in this Agreement shall be deemed to restrict in any way the freedom of any Partner (including, without limitation, the General Partner) or any person, firm or corporation affiliated with any Partner to conduct or engage in any business or activity whatsoever, for its own account and without regard to the business of the Partnership, including, without limitation, acquiring, developing, promoting, leasing, selling or exploiting real property and functioning as a real estate broker, agent or consultant, regardless of the location of the real estate involved in such business or activity; and neither the Partnership nor any Partner shall have any rights in or to, or any right to an accounting for, any income or profit derived by any other Partner or its Affiliate(s) from such business or activity. In this regard, the Partners specifically acknowledge that the General Partner and Affiliates of the General Partner presently engage in businesses which are or may be directly competitive with the business of the Partnership; provided, however, that nothing in this paragraph shall abridge or expand the rights of any Limited Partner under any non-competition agreement or other similar arrangement which it may have entered into with the General Partner or any other Partner.	
 	
Section 11.     Transactions with Affiliates.	
 	
                    (a)     The General Partner is authorized to enter into agreements on behalf of the Partnership with Affiliates of the General Partner, or persons affiliated with the Limited Partners, provided that any such agreement is made on terms which the General Partner, in its sole discretion, deems reasonable and in the best interest of the Partnership. This Agreement shall 	
14

not give the Partnership or any Partner any interest in, or right to, any such business or activity or any proceeds, income or profit thereof or therefrom, and no Partner shall be obligated hereunder to offer any business opportunity to the Partnership or to any other Partner. The fact that a Partner is directly or indirectly interested in, affiliated or connected with any person, firm or corporation shall not prevent the Partnership from employing or retaining any such person, firm or corporation to render or perform a service or from purchasing merchandise or property from any such person, firm or corporation, and neither the Partnership nor any Partner, as such, shall have any rights in or to any income or profit derived by any such person, firm or corporation as a result of such employment, retainer or purchase.	
 	
                    (b)     Without limiting the foregoing, the Partners specifically acknowledge that the Partnership expects to enter into various arrangements with the General Partner and its Affiliates to provide for the management, leasing, and maintenance of Partnership property. By executing this Agreement, each Partner hereby acknowledges that it is anticipated that the Partnership will have authority to borrow money from the General Partner and its Affiliates or from lenders to the General Partner or its Affiliates and lend money (on both a secured and unsecured basis) to the General Partner and its Affiliates and, in certain instances, secure such borrowings by pledges and mortgages of all or substantially all of its properties and assets.	
 	
Section 12.     Books, Records and Financial Reports.	
 	
                    (a)     The Partnership shall maintain or cause to be maintained at its principal place of business books of the Partnership showing all receipts, expenditures, assets, liabilities, profits and losses, and shall maintain all other records necessary for recording the Partnership’s business and affairs. The books of the Partnership shall be kept on the accrual method of accounting used for federal income tax purposes or such other basis as the General Partner shall determine. Such books and records shall be open to the inspection of each Partner or the duly authorized representatives of such Partner upon reasonable notice at reasonable times during normal business hours to the extent required by the Act; provided, however, that the General Partner may keep confidential from the Limited Partners for such reasonable period of time as the General Partner deems appropriate, any information that the General Partner in good faith reasonably believes is not in the best interests of the Limited Partners or the Partnership to reveal.	
 	
                    (b)     The General Partner is hereby designated as the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. The General Partner shall make all decisions as to accounting principles and all elections required or permitted to be made by the Partnership under the Code pertaining to the method of depreciation and deductibility of costs and expenses for the purposes of determining the Partnership’s distributable income and losses as well as for federal income tax reporting purposes.	
 	
                    (c)     The fiscal year of the Partnership shall be the calendar year.	
 	
                    (d)     Within sixty (60) days following the last day of each of the first three fiscal quarters of each fiscal year, the General Partner, at the expense of the Partnership, shall cause to be prepared and furnished to the Partners a financial account of the Partnership for such quarter prepared on such basis as the General Partner shall determine to be appropriate.	
15

                    (e)     Within ninety (90) days following the last day of each fiscal year, the General Partner shall furnish to the Partners a financial account for such preceding fiscal year prepared at the Partnership’s expense on such basis as the General Partner shall determine to be appropriate.	
 	
                    (f)     There shall be delivered to each Partner as soon as practicable and in any event within ninety (90) days after the close of each fiscal year, a copy of the Federal Partnership Return of Income (Form 1065) or other tax return filed by the Partnership.	
 	
                    (g)     The General Partner may, in its sole discretion, perform, or cause to be performed, at the Partnership’s expense, such additional audits, accountings or appraisals of the Partnership’s business any assets as it from time to time or at any time determines to be necessary or appropriate.	
 	
                    (h)     The books of the Partnership shall be closed for tax and capital account purposes on the date hereof as of the end of the day. All income, gain, loss and deduction recognized by the Partnership before such closing of the books shall be allocated to the Partners of the Partnership immediately prior to such closing in accordance with the Prior Agreement, and all such items recognized by the Partnership after such closing of the books hereof shall be included in Net Profits and Net Losses of the Partnership for the period beginning as of the closing of such books and shall be allocated among the Partners under this Agreement.	
 	
Section 13.     Restrictions on Transfer.	
 	
                    (a)     Transfer of General Partners’ Interest. The General Partner may sell, convey, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of (any such event, a “Transfer” and the taking of any such action, “To Transfer”) any Partnership Interest held by it on the date hereof or hereafter acquired by it without the consent of any Partner.	
 	
                    (b)     No Limited Partner may Transfer all or any portion of, or any right in or to, any Partnership Interest held by it on the date hereof or hereafter acquired, without the consent of the General Partner, which may be given or withheld in its sole and absolute discretion. Further, any Transfer by any Limited Partner of any interest which it may hold in the Partnership shall be made only upon such terms and conditions as the General Partner, in its sole and absolute discretion, shall approve.	
 	
                    (c)     All Transfers permitted hereunder shall be by instrument in form and substance satisfactory to the General Partner. Any Transfer in violation of this Agreement shall be null and void and shall not operate to vest any rights in any transferee. Subject to the foregoing, every transferee of any Partnership Interest who wishes to participate in the Partnership as a Partner shall execute a counterpart of this Agreement accepting and adopting all of the terms and provisions of this Agreement, as the same may have been amended, and any transferee who fails to do so shall not be entitled to any rights hereunder as a Partner or otherwise. In addition, each of the transferee and the transferor shall execute and acknowledge all such other instruments, in form and substance, satisfactory to the General Partner, as may be necessary or desirable to effectuate such Transfer on terms acceptable to the General Partner.	
16

                    (d)     Notwithstanding the foregoing, PPAP may Transfer the 11.0% Capital Interest and 1% Profits Interest (together, the “Residual Interest”) held by it on the date hereof to the General Partner or any designee of the General Partner pursuant to the Agreement of Purchase and Sale, as the same may be amended from time to time (the “Purchase Agreement”), for the price (the “Residual Interest Purchase Price”) and upon the terms provided therein.	
 	
                    (e)     In no event shall the Partnership dissolve or terminate upon the admission of any Partner or upon any permitted Transfer of a Partnership Interest by any Partner. Each Partner hereby waives its right to dissolve, liquidate or terminate the Partnership in such event.	
 	
                    (f)     All expenses of the Partnership and of the Partners occasioned by a Transfer permitted under this Section 13 shall be borne by the Partner effecting the permitted Transfer.	
 	
                    (g)     Each Partner hereby indemnifies and holds harmless the Partnership and each of its Partners and the Partnership against any loss, claim, cost, expense, damage or liability in respect of any Transfer (or purported Transfer) which such Partner may make (or attempt to make) in violation of this Agreement.	
 	
                    (h)     For purposes of computing allocations of income, gain, loss and deduction hereunder, the books of the Partnership shall be closed as of the beginning of the day on which any Transfer occurs. All income, gain, loss and deduction recognized by the Partnership before such closing of the books shall be allocated to the Partners immediately prior to such closing in accordance with this Agreement as in effect at the time such books are closed, and all such items recognized by the Partnership after such closing of the books shall be allocated among the remaining Partners in accordance with this Agreement as thereafter in effect. Gain or loss from the sale or other taxable disposition of a Partnership Capital Asset shall be allocated to the persons who were Partners at the time such gain or loss was recognized by the Partnership.	
 	
Section 14.     Take Along Rights.	
 	
                    (a)     If at any time, the General Partner wishes to sell all or substantially all of its Partnership Interest in one transaction or a series of related transactions (a “Control Transaction”), the General Partner may require each other Partner (a “Take Along Partner”) to sell all (but not less than all) of the Partnership Interest held by such Limited Partner to such third party in accordance with this Section 14, subject only to compliance with applicable federal and state securities laws, as provided in Section 16(b)(ii); provided that the General Partner shall fully discharge any Pennsylvania real estate transfer taxes that may become payable as a result of its exercise of such take along rights during the first 36 months after the date hereof. The purchase price for the Residual Interest transferred in any such sale shall be the Residual Interest Purchase Price.	
 	
                    (b)     In connection with any exercise of its rights hereunder, the General Partner shall deliver a notice to each Take Along Partner identifying the proposed closing date for the consummation of the transaction and the Take Along Partner shall deliver to the General Partner at least seven days prior to the proposed closing date all documents reasonably required by the General Partner in order to effectuate the Control Transaction and the Transfer of the Take 	
17

Along Partners’ Partnership Interest free and clear of any liens, pledges, security interests, charges, equities, or other encumbrances whatsoever (“Encumbrances”) other than Encumbrances in favor of the General Partner or its shareholders or partners.	
 	
Section 15.     Admission of Additional Partners.	
 	
                    (a)     New or substitute General or Limited Partners may freely be admitted to the Partnership by the General Partner, in its sole and absolute discretion, as a result of Transfer of Partnership Interests permitted hereunder or the issuance of additional Partnership Interests permitted hereunder. Each new Partner shall be admitted pursuant to this Section 15. The Partnership Interest of any such new Partner shall be fixed in accordance with Section 7(d) above, with an appropriate adjustment in the Partnership Interest of the existing Partners. Each new or substitute Partner shall sign a supplement to this Agreement at the time such new Partner is admitted confirming the admission of the new Partner as a Partner hereunder.	
 	
                    (b)     In connection with the admission of any new or substitute Partner to the Partnership, the General Partner shall have the power, right, and authority to amend this Agreement to reflect the rights and obligations of such new Partner, including without limitation his or its obligations to contribute to the capital of the Partnership, rights to distributions, or rights to approve or consent to Partnership actions.	
 	
                    (c)     In the event any person is admitted as a substitute General Partner, such admission shall occur contemporaneously with withdrawal of the then existing General Partner.	
 	
Section 16.     Representations, Warranties and Covenants.	
 	
                    (a)     Each party hereby represents and warrants that:	
 	
                              (i)     It has the power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby;	
 	
                              (ii)     The execution, delivery and performance by it of this Agreement has been duly authorized by all necessary action and does not contravene (i) any law applicable to it or any rule, judgment, order, writ, injunction or decree of any court applicable to it, (ii) any rule or regulation of any administrative agency or other governmental authority applicable to it, (iii) its charter or by-laws (or other constituent documents), or (iv) any agreement, indenture, instrument or contract by which it is bound; and	
 	
                              (iii)     This Agreement is the legal, valid and binding obligation of such Partner, enforceable against it in accordance with its terms.	
 	
                    (b)     Each Limited Partner hereby represents and warrants to and covenants with the General Partner as follows:	
 	
                              (i)     That it is an “accredited investor” as defined in Rule 501 under the 1933 Act; and	
18

                              (ii)     That it will not distribute any of the Limited Partnership Interest held by it in violation of the 1933 Act or applicable state securities laws.	
 	
Section 17.     Bankruptcy of a Limited Partner.	
                    The bankruptcy of a Limited Partner shall not dissolve or terminate the Partnership. In the event the bankrupt Limited Partner’s interest in the Partnership passes to a successor or successors in interest of such Limited Partner, such successor or successors in interest shall succeed to the bankrupt Limited Partner’s entire interest in the Partnership and shall, subject to the following sentence and upon execution of a counterpart of this Agreement, become Limited Partners of the Partnership with the same Capital Interest and Profits Interest in the Partnership, the same rights in and to all distributions made by the Partnership, in liquidation or otherwise, and with the same share of the Partnership’s taxable income and losses as the bankrupt Limited Partner had with respect to its interest in the Partnership. In the event a successor or successors in interest of the Limited Partner are admitted to the Partnership as limited partners hereunder, such successor or successors shall execute and shall deliver to the Partnership all documents that may be necessary or appropriate, in the opinion of counsel for the General Partner, to reflect their admission to the Partnership as Limited Partners and their agreement to be bound by the terms and conditions of this Agreement, and shall pay all reasonable expenses connected with such substitution. In the event that any such successor shall refuse, decline, or fail to execute a written counterpart of this Agreement, such person shall not be treated as a Partner of the Partnership for any purposes whatsoever, but only as an assignee, of a right to receive distributions from the Partnership.
Section 18.     Dissolution Events.	
                    The Partnership shall continue in effect until the expiration of its term, unless it shall be dissolved in the manner provided in Section 19 hereof due to the happening of any of the following events:
                    (a)     The determination by the General Partner, in its sole discretion, to dissolve the Partnership; provided, however, that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the General Partner or its designee.	
 	
                    (b)     The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment;	
 	
                    (c)     The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership;	
19

                    (d)     The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom;	
 	
                    (e)     The General Partner:	
 	
                              (i)     makes an assignment for the benefit of creditors;	
 	
                              (ii)     files a voluntary petition in bankruptcy;	
 	
                              (iii)     is adjudicated a bankrupt or insolvent;	
 	
                              (iv)     files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;	
 	
                              (v)     files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or	
 	
                              (vi)     seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties.	
 	
                    (f)     Dissolution by operation of law; or	
 	
                    (g)     The vote of all the Partners.	
 	
Section 19.     Winding up, Liquidation and Dissolution.	
 	
                    (a)     Upon the dissolution of the Partnership under Section 18 of this Agreement, liquidation and winding up shall be carried out by the General Partner, acting as liquidator, in accordance with the provisions of this Section 19, unless a majority in interest of the Partners agree in writing to appoint one or more substitute General Partners and to continue the business of the Partnership as provided in the Act, in which case the business of the Partnership shall be so continued.	
 	
                    (b)     Upon dissolution of the Partnership the business of the Partnership shall continue, if necessary, for the sole purpose of winding up its affairs; provided that the process of winding up may include completion of such work as the General Partner shall consider appropriate. The rights and obligations of the General Partner with respect to management of the Partnership as set forth herein shall continue during the period of such winding up, except that if the General Partner shall have become incapacitated from exercising the management powers set forth herein because the General Partner has been liquidated or dissolved or is subject to a proceeding in bankruptcy, said powers shall pass to the General Partner’s liquidating trustee or trustee or receiver in bankruptcy as appropriate.	
20

                    (c)     The assets of the Partnership shall, consistent with Section 19(a), be liquidated as promptly as possible so as to permit distributions in cash, but such liquidation shall be made in an orderly manner so as to avoid undue losses attendant upon liquidation.	
 	
                    (d)     The Partners hereby agree that, notwithstanding the provisions of the Act and any other laws, the proceeds of liquidation and all other assets of the Partnership shall be applied and distributed in the following order of priority:	
 	
                              (i)     in payment of the expenses of liquidation;	
 	
                              (ii)     in payment of debts of the Partnership to creditors other than the Partners in such order and priority as is required by law;	
 	
                              (iii)     to establish reserves deemed reasonable for the ultimate discharge of contingent, unliquidated or unforeseen liabilities or obligations of the Partnership;	
 	
                              (iv)     in payment of debts of the Partnership to Partners who are also creditors; and	
 	
                              (v)     to those Partners having positive Capital Account balances in proportion to such positive balances after giving effect to all contributions, distributions and allocations for all periods.	
 	
                    The intent and purpose of this Section 19(d) is to modify the priorities of distribution set forth in the Act to reflect the understanding and agreement of the Partners.	
 	
                    Such distributions shall be made by the end of the Partnership year in which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation).	
 	
                    (e)     In the event that complete liquidation of the assets of the Partnership within the period of time prescribed for distributions in Section 19(d) proves impracticable, assets of the Partnership other than cash may be distributed to the Partners in kind. Any asset distributed in kind pursuant to this subparagraph (d) shall be distributed to the Partners, valued at fair market value, in accordance with their Capital Accounts as determined after (i) application of Section 8 of this Agreement; (ii) reduction for distributions of cash and cash-equivalents pursuant to Section 19(b); and (iii) the adjustments to reflect the amount of income, gain, or loss which the Partnership would have recognized if such assets had been sold, as prescribed in Section 7(f)(ii).	
 	
                    (f)     If the General Partner deems it necessary to provide for payments of known or contingent or unforeseen liabilities of the Partnership after the expiration of the time period prescribed for distributions in Section 19(c), then the General Partner may arrange for such payments out of the assets of the Partnership in any manner that does not violate the requirements of Treas. Reg. §1.704-1(b)(2)(ii)(b)(2).	
 	
                    (g)     In connection with the termination of the Partnership, the Partnership’s accountants shall prepare and furnish to each Partner a statement setting forth the assets and liabilities for the Partnership as of the date of complete liquidation.	
21

                    (h)     Upon dissolution of the Partnership the General Partner shall contribute to the Partnership an amount of money equal to the lesser of: (i) the deficit balance, if any, in its Capital Account and (ii) the excess, if any, of one and one-hundredths percent (1.01%) of the aggregate capital contributions of the Limited Partners over the capital contributions previously made by the General Partner. Any contributions required under this subparagraph (h) shall be made no later than a date that will permit such contributions to be distributed among the Partners in accordance with the provisions of this Section 19 within the time period provided for such distribution in Section 19(d).	
 	
                    (i)     Upon a termination of the Partnership for federal income tax purposes under Code Section 708(b)(1), other than a termination caused by a dissolution described in Section 18, the amount of any constructive liquidating distributions of the Partnership properties deemed to occur under Treas. Reg. §1.7081(b)(1)(iv) shall be determined in accordance with the positive Capital Account balances of the Partners, as determined after taking into account all Capital Account adjustments for the Partnership taxable year ending upon the date of such termination including, without limitation, the adjustments prescribed in Sections 7(g) and 7(h).	
 	
                    (j)     The liquidation of the Partnership shall be final when all of the Partnership assets have been collected and applied to the Partnership obligations and its remaining assets, if any, have been distributed to the Partners in accordance with this Agreement. Upon the conclusion of such Events, and the completion of the Liquidators’ final accounting, the Partnership shall terminate.	
 	
                    (k)     In the event of any termination of the Partnership, the books and records of the Partnership shall be retained for a period of seven years (by the General Partner or its designee and, if the Partnership is liquidated as a result of the withdrawal of the General Partner, by such person as may be selected by persons holding a majority of the then outstanding Limited Partnership interest).	
 	
                    (l)     The General Partner acting as liquidator (or any other person so acting pursuant to this Agreement) under this Agreement shall be indemnified by the Partnership with respect to all actions taken to liquidate the Partnership in accordance with this Agreement.	
 	
Section 20.     Liabilities.	
 	
                    (a)     No Partner shall be liable to any other Partner or to the Partnership for any damages or liabilities resulting from such Partner acting within the scope of this Agreement except where such Partner has acted in bad faith, with wilful misfeasance or with gross negligence or fraud. The Partnership shall indemnify and hold harmless each Partner from any damage or liability incurred by said Partner by reason of any act or omission performed or omitted by said Partner for or on behalf of the Partnership in accordance with this Agreement (including, without limitation, any damage incurred by the General Partner as a result of actions taken in its capacity as General Partner or in connection with the ownership or operation of the Property) except for damages caused by the bad faith, willful misfeasance or gross negligence of such Partner. The Partnership shall be permitted to advance funds to any Partner who may be indemnified by it for legal expenses and other costs incurred as a result of a legal action if the legal action relates to the performance of duties or services by the indemnified party for or on 	
22

behalf of the Partnership, and the indemnified party undertakes to repay the advanced funds in cases in which it would not be entitled to indemnification under this Section 20. Notwithstanding the foregoing, no Partner shall be entitled to indemnification or damages under this Agreement in respect of any liability of such Partner for which the General Partner or an Affiliate is entitled to indemnification from such Partner under the Purchase Agreement.	
 	
                    (b)     Except as otherwise provided in this Agreement or the Act, the Limited Partners shall not be liable for the debts, liabilities, contracts or other obligations of the Partnership.	
 	
Section 21.     Power of Attorney.	
 	
                    (a)     Grant of Power. Each Limited Partner hereby makes, constitutes and appoints the General Partner, and any successor General Partner, with full power of substitution and resubstitution, its agent and attorney-in-fact, for it and in its name, place and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file and/or record this Agreement and to sign, execute, certify, acknowledge, swear to, file and/or record a Certificate of Limited Partnership or any other instruments that may be required in connection with the formation of the Partnership, the conduct of the Partnership’s business or the dissolution and winding-up of the Partnership under the laws of the Commonwealth of Pennsylvania or any other jurisdiction, including without limitation, instruments (i) to reflect the exercise by the General Partner of any of the powers, authorizations or rights granted to it under this Agreement or the taking by the General Partner of any action which it is required, authorized or permitted to take hereunder; (ii) to reflect any amendments made to this Agreement or the cancellation of this Agreement upon the dissolution of the Partnership; (iii) to make any amendments to this Agreement deemed necessary or desirable by the General Partner (x) to comply with Federal or state securities laws or comments made by staff members of any Federal or state agency regulating the issuance of securities, or (y) to better express or carry out the purpose of the Partnership as a title holding partnership for the General Partner, or (z) to better express or carry out the mortgaging or pledging of the Property and any other assets of the Partnership to secure the obligations and liabilities of the General Partner or any Affiliate of the General Partner when deemed appropriate or desirable by the General Partner; (iv) to make filings under fictitious name statutes or other filings required by the Partnership; (v) to reflect the admission to the Partnership of any additional or any substituted Limited Partner, in the manner prescribed in this Agreement; (vi) to cause the Partnership to be qualified to do business in, or, if required, to exist as a limited partnership under the law of, any jurisdiction; and any other instruments which may be required of the Partnership or of the Partners, or deemed desirable by the General Partner. Each Limited Partner authorizes such attorney-in-fact to take any further actions which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as the Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The Limited Partner waives any and all defenses which may be available to the Limited Partner to contest, negate, or disaffirm the actions of any General Partner under the power of attorney herein granted, unless such actions would not entitle the General Partner to indemnification under Section 20(a) above.	
23

                    (b)     Nature of Power. The power of attorney granted pursuant to Section 21(a) of this Agreement:	
 	
                              (i)     is a special power of attorney coupled with an interest and is irrevocable;	
 	
                              (ii)     may be exercised by such attorney-in-fact by listing the names of all of the Limited Partners who are to be parties to any agreement, certificate, instrument or document, with the signatures of such attorney-in-fact together with the recital that it acts as attorney-in-fact for all of them; and	
 	
                              (iii)     shall survive the death, bankruptcy or mental incapacitation of the Limited Partner, to the extent it may legally contract for such survival, or the transfer or assignment by it of its interest herein, except that where such transfer or assignment is of all of the interest held by the Limited Partner and the transferee or assignee thereof, with the consent of the General Partner, is admitted as a substituted limited partner, the power of attorney given by the transferor shall survive such transfer or assignment for the sole purpose of enabling such attorney-in-fact to execute, acknowledge, swear to, and file any agreement, certificate, instrument or document necessary to effect such substitution.	
 	
                    (c)     Execution of Additional Documents. Upon request of the General Partner, the Limited Partner shall promptly execute all certificates, agreements and other documents necessary or desirable for the General Partner to accomplish all such filings, recordings, publications and other acts as it determines may be appropriate to comply with (i) the requirements for the formation, operation, amendment or dissolution, as the case may be, of a limited partnership under the laws of the Commonwealth of Pennsylvania and (ii) similar requirements of applicable law in all other jurisdictions where the Partnership proposes to conduct business or (iii) as may be necessary and appropriate to advance the business and achieve the goals of the Partnership.	
 	
Section 22.     Successors and Assigns.	
                    Except as otherwise set forth in this Agreement, the terms, covenants and agreements herein contained shall inure to the benefit of and be binding upon the successors, heirs and assigns of the parties hereto. This Agreement and the rights and obligations set forth herein may not be assigned or delegated by any party without the written consent of each other party hereto, except as provided herein.
Section 23.     Notice.	
                    Any notice or communication required or referred to herein shall be in writing and transmitted by personal delivery or by registered or certified mail, postage prepaid, or by Federal Express or other nationally recognized overnight courier service, addressed to such Partner at the address set forth below or to such other address as such Partner may hereafter designate to the other Partners in accordance herewith.
24

          
                    If to the General Partner:	
 	
                    Brandywine Operating Partnership, L.P.
                    401 Plymouth Road, Suite 500
                    Plymouth Meeting, PA 19462
                    Attention: General Counsel	
                    If to a Limited Partner, to the address set forth on Exhibit “A” hereto:
Any notice shall be deemed to have been given on the day next following the day of such delivery, mailing or deposit with a courier service.
Section 24.     Certain Matters.	
 	
                    (a)     Notwithstanding anything contained herein to the contrary, in the event that any real estate investment trust (a “REIT”) holds a direct or indirect interest in the Partnership, unless waived in writing by the REIT, the parties hereto, and their respective successors and assigns, shall conduct their operations in a manner that shall permit the REIT to continue to qualify as a real estate investment trust under Code Sections 856 through and including 860 as amended, and under other applicable provisions of the Code and the Regulations thereunder.	
 	
Section 25.     Governing Law.	
          This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Section 26.     Entire Agreement.	
                    This Agreement (including the exhibits and schedules hereto) together with the Purchase Agreement contains the entire understanding between the parties and supersedes any prior written or oral agreements or understandings between them with respect to the subject matter hereof.
Section 27.     Captions.	
                    Section titles or captions contained in this Agreement are inserted only for reference and in no way define, limit, extend or describe the scope or intent of any provision of this Agreement.
Section 28.     Amendment.	
 	
                    (a)     Except as set forth below, the General Partner shall have the power and authority, in its discretion and without the consent of any other Partner, to amend any or all of the provisions of this Agreement (whether to admit new or substitute Partners or to issue additional Partnership Interests or to establish the rights, privileges, duties and obligations of any Partner or class of Partnership Interest or otherwise), provided, however, that without the consent of the Continuing Partner, the General Partner shall not amend this Agreement:	
25

                              (i)     To require the Continuing Partner to make any additional Capital Contribution to the Partnership, to loan any money to the Partnership, or otherwise to incur any liability or obligation to the Partnership or to third parties not provided for in this Agreement on the date hereof;	
 	
                              (ii)     To subject the Continuing Partner to any liability for the obligations of the Partnership;	
 	
                              (iii)     To reduce the Continuing Partner’s Capital Account balances or to eliminate the requirement that liquidating distributions be made in accordance with positive Capital Account balances or otherwise to abridge or diminish the economic rights of the Continuing Partner under this Agreement as in effect on the date hereof, except as provided for in Sections 5(b)and 5(c); or	
 	
                              (iv)     To amend any of the provisions of Sections 5 (except as provided in Sections 5(b) and 5(c)), 7, 8, 9, 12, 14, 18, 19, 20 or 28 so as to increase the obligations or diminish the rights of the Continuing Partner as on the date hereof;	
 	
                    (b)     Any amendment to this Agreement that is permitted hereunder may be made either by amending this Agreement or by addendum hereto. Any such amendment or addendum shall be set forth in a writing and a copy of the Agreement, as amended, or the addendum, as appropriate, shall be provided to each Partner promptly after it becomes effective.	
 	
                    (c)     This Agreement may only be amended by the General Partner acting pursuant to the grants of power and authority made hereby.	
 	
Section 29.     No Third Party Beneficiary.	
                    Any agreement to pay any amount and any assumption of liability herein contained, express or implied, shall be only for the benefit of the Partners and their respective heirs, successors, and assigns, and such agreements and assumptions shall not inure to the benefit of the obligees of any indebtedness or any other party whatsoever, it being the intention of the Partners that no one shall be deemed to be a third party beneficiary of this Agreement.
Section 30.     Estoppels, Etc.	
 	
                    (a)     Each Partner shall, upon not less than 15 days written notice from any other Partner, execute and deliver to such other Partner a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Partner’s knowledge, any uncured defaults on the part of the other Partner, specifying such defaults if any are claimed. Any such statement may be relied upon by third parties.	
 	
                    (b)     If a Partner is a trust (with or without disclosed beneficiaries), general partnership, limited partnership, joint venture, corporation, or any entity other than a natural person, the Partnership and the Partners shall not be required to determine the authority of any person signing this Agreement on behalf of any such entity to make any commitment or undertaking on such entity’s behalf, to determine any fact or circumstance bearing upon the 	
26

existence of the authority of such entity or person, or to see to the application or distribution of proceeds paid or credited to persons signing on behalf of such entity, and shall be entitled to rely on the authority of the person signing this Agreement with respect to the voting of the Partnership’s interest by such entity and with respect to the giving of consent on behalf of such entity in connection with any matter for which consent is permitted or required under this Agreement. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership, and no person is intended to be, or shall be deemed, a third party beneficiary of any provision of this Agreement.
Section 31.     No Waiver.	
                    No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach hereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.
Section 32.     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.
27

                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.
 	GENERAL PARTNER	
 	 	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	

 	By:	BRANDYWINE REALTY TRUST,	
 	 	its General Partner	
 	 	 	 	
 	 	By: /s/ Gerard H. Sweeney                                                                      	
 	 	 	Name: Gerard H. Sweeney	
 	 	 	Title: President	

 	LIMITED PARTNERS	
 	 	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P. 	
 	 	 	 	
 	By:	BRANDYWINE REALTY TRUST,	
 	 	Its General Partner	
 	 	 	 	
 	 	By: /s/ Gerard H. Sweeney                                                                      	
 	 	 	Name: Gerard H. Sweeney	
 	 	 	Title: President	
 	 	 	 	
 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	 	 	 	
 	By:	BRANDYWINE WITMER, LLC,	
 	 	General Partner	
 	 	 	 	
 	 	By: Gerard H. Sweeney                                                                      	
 	 	 	Name: 	
 	 	 	Title:	
28

EXHIBIT “A”
Identity and Interests of Partners
I.      GENERAL PARTNER
Name and Address	Capital
Interest	 	Profits
Interest	 	
 	 	 	 	 	
Brandywine Operating Partnership, L.P.	2.0	%	2.0	%	
401 Plymouth Road, Suite 500	 	 	 	 	
Plymouth Meeting, PA 19462	 	 	 	 	
II.      LIMITED PARTNERS
Name and Address	Capital
Interest	 	Profits
Interest	 	
 	 	 	 	 	
Brandywine Operating Partnership, L.P.	87.0	%	97.0	%	
401 Plymouth Road, Suite 500	 	 	 	 	
Plymouth Meeting, PA 19462	 	 	 	 	
 	 	 	 	 	
Witmer Operating Partnership I, L.P.	11	%	1	%	
401 Plymouth Road, Suite 500	 	 	 	 	
Plymouth Meeting, PA 19462 	 	 	 	 	
A-1

Exhibit 3.82
Microfilm Number 9864- 250	 	 	Filed with the Department of State on AUG 6 1998	 	
 	 	 	 	 	
Entity Number 2833494	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
 
CERTIFICATE OF LIMITED PARTNERSHIP 
DSCB:15-8511 (Rev 90)
     In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that: 
1. 	The name of the limited partnership is: 111 ARRANDALE ASSOCIATES, L.P.	
 	 	
2.  	The (a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	
(a)  	1160 W. Swedesford Road, Suite 140, Southpoint One, Berwyn, 19312 Chester
       Number and Street                City                 State                   Zip              County	
 	 	
(b)  	c/o:__________________________________________________________	
                Name of Commercial Registered Office Provider                                        County	
 	
     For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	
3.  	The name and business address of each general partner of the partnership is:	
 	
Name	Address	
Prentiss Properties Acquisition Partners, L.P. 	1160 W. Swedesford Road,
Suite 140
Southpoint One
Berwyn, PA 19312	
 	 	
4.  	(Check, and if appropriate complete, one of the following):	
 	
XXX The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	

     IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 25th day of August, 1998. 
 	111 ARRANDALE ASSOCIATES, L.P., a Pennsylvania limited partnership 	
 	 	 	 	
 	By: PRENTISS PROPERTIES ACQUISITION	
 	       PARTNERS, L.P., its sole general partner	
 	 	 	 	
 	 	By: Prentiss Properties I, Inc., general partner 	
 	 	 	 	
 	 	 	By: /s/ Henry C. Gulbrandsen, Jr.	
 	 	 	       Henry C. Gulbrandsen, Jr., Vice President 	

Microfilm Number________________	Filed with the Department of State on 4-12-01	
 	 	
Entity Number UNREADABLE TEXT		
 	Secretary of the Commonwealth 	

CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB: 15-8512 (Rev 90)	
 	
     In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that;	
 	 	
1.  	The name of the limited partnership is: 111 Arrandale Associates. L.P.	
 		
2.  	The date of filing of the original Certificate of Limited Partnership is: August 26 1981	
 	 	
3.  	(Check and if appropriate complete, one of the following):	
 	 	
 	      The amendment adopted by the limited partnership, set forth in full, is as follows:	

 	 	

 		

 	     The amendment adopted by the limited partnership 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	
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
 	 	
 	     The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
 	 	
 	IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 10th day of April, 2001.	
 	 	
WITHDRAWING GENERAL PARTNER:	NEW GENERAL PARTNER:	
 	 	
111 Arrandale Associates, L.P. a Pennsylvania	Brandywine Operating Partnership, L.P., a Delaware	
limited partnership	limited partnership	
 	 	
By: Prentiss Properties Acquisition Partners. L.P.,	By: Brandywine Realty Trust, general partner	
its sole general partner	 	
By: Prentiss Properties 1, Inc., its general partner	 	
 	 	
BY:         	BY: XXXXXX	
TITLE: Senior Vice President	TITLE: President and Chief Executive Officer	

     EXHIBIT A	
     CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP	
     111 ARRANDALE ASSOCIATES, L.P.	
 	
Article 2 and Article 3 of the Certificate of Limited Partnership of 111 Arrandale Associates, L.P. are hereby amended in their entirety as follows:	
 	 	 	
2. 	The address of this limited partnership’s registered office in this Commonwealth is:	
 	 	
 	14 Campus Boulevard, Suite 100, Newtown Square, PA 19073-3280	
 	 	
3.	The name and business address of the general partner of the partnership is:	
 	 	
 	Brandywine Operating Partnership, L.P.	
 	14 Campus Boulevard, Suite 100, Newtown Square, PA 19073-3280.	

PENNSYLVANIA DEPARTMENT OF STATE	
CORPORATION BUREAU	
	
Certificate of Amendment-Domestic	
(15 Pa.C.S.)	
Entity Number	 	 	 	 	 	
	 	 	 	 	 	
 	     Limited Partnership (§ 8512)	 	 	 	
 	 	 	     Limited Liability Company (§ 8951)	 	 	 	
 	 	 	 	 	 	 	
 	 	 	Document will be returned to the name and address you enter to the left.	
Name	PEPPER HAMILTON LLP	 		
		 	 	
Address	200 ONE KEYSTONE PLAZA	 	 	
 	NORTH FRONT AND MARKET STREETS	 		
 	P.O. BOX 1181 	 		
 	HARRISBURG,        PA           17108-1181	 	 	
		 	 	
 	City                           State         Zip code     	 		

 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on JUN 06 2002	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING Secretary of the Commonwealth	 	

     In compliance with the requirements of the applicable provisions (relating to certificate of amendment), the undersigned, design to amend its Certificate of Limited Partnership Organization, hereby certifies that:	

1.	The name of the limited partnership limited liability company is
111 Arrandale Associates, L. P.	 	

2.	The date of filing of the original Certificate of Limited Partnership/Organization: 8-6-98	 	
 	 	 	
3.  	Check and if appropriate complete one of the following:	 	
 	 	 	
	The amendment adopted by the limited partnership limited liability company, set forth in full, 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	 	

  	 	
5.	Check if the amendment restates the Certificate of Limited Partnership Organization	
 	 	 	
 		The restated Certificate of Limited Parnership 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 	
 	 	4th day of June 2002 	

 	 	111 Arrandale Associates, L.P. 	
 	 	Name of Limited Partnership/Limited Liability Company	

 	 	Signature 	
 	 	 	
 	 	(See Exhibit B attached) 	
 	 		
 	 	Title 	

EXHIBIT A 

TO CERTIFICATE OF AMENDMENT 
111 ARRANDALE ASSOCIATES, L.P.
Article 4 of the Certificate of Limited partnership shall be amended, so that, as amended, Article 4 shall read as follows: 	
 	 	
 	 ‘‘Article 4. The address of this limited partnership’s registered Office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.’’ 	
 	 	
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows: 	
 	 	
 	 ‘‘Article 6. The name and business address of each general partner is: Brandywine Operating Partnership, L.P., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462. Montgomery County.’’ 	
 	 	
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows: 	
 	 	
 	‘‘Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462. Montgomery County.’’ 	

EXHIBIT B 
to 
CERTIFICATE OF AMENDMENT 
of 
111 ARRANDALE ASSOCIATES, L.P. 
  
By:     	Brandywine Operating Partnership. L.P., a Delaware limited partnership General Partner 	
 	 	
By:     	Brandywine Realty Trust, a Maryland real estate trust 	
 	 	
By:     	/s/Brad A. Molotsky

Brad A. Molotsky, Secretary 	

Exhibit 3.83
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
111 ARRANDALE ASSOCIATES, L.P.
Dated as of April 13, 2004

TABLE OF CONTENTS
 	 	Page	
Section 1.	Continuation, Partners and Name.	1	
Section 2.	Partnership Purposes.	2	
Section 3.	Term of Partnership.	3	
Section 4.	Principal Place of Business; Registered Office.	3	
Section 5.	Partnership Interests.	3	
Section 6.	Management.	4	
Section 7.	Capital.	8	
Section 8.	Allocation of Income and Losses.	12	
Section 9.	Distributions.	13	
Section 10.	Actions and Compensation of Partners.	14	
Section 11.	Transactions with Affiliates.	14	
Section 12.	Books, Records and Financial Reports.	15	
Section 13.	Restrictions on Transfer.	16	
Section 14.	Take Along Rights.	17	
Section 15.	Admission of Additional Partners.	18	
Section 16.	Representations, Warranties and Covenants.	18	
Section 17.	Bankruptcy of a Limited Partner.	19	
Section 18.	Dissolution Events.	19	
Section 19.	Winding up, Liquidation and Dissolution.	20	
Section 20.	Liabilities.	22	
Section 21.	Power of Attorney.	23	
Section 22.	Successors and Assigns.	24	
Section 23.	Notice.	24	
Section 24.	Certain Matters.	25	
Section 25.	Governing Law.	25	
Section 26.	Entire Agreement.	25	
Section 27.	Captions.	25	
Section 28.	Amendment.	25	
Section 29.	No Third Party Beneficiary.	26	
Section 30.	Estoppels, Etc.	26	
-i-

 	 	Page	
Section 31.	No Waiver.	27	
Section 32.	Severability.	27	
-ii-

          This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”) of 111 Arrandale Associates, L.P., a Pennsylvania limited partnership (the “Partnership”), is made and entered into as of April 13, 2004, by and among Brandywine Operating Partnership, L.P. (“BOP”), a Delaware limited partnership, in a capacity as both a general partner (in such capacity, the “General Partner”), and a limited partner (in such capacity, a “Limited Partner”), and Witmer Operating Partnership I, L.P. (“Witmer”), as a limited partner (together with BOP in BOP’s capacity as a limited partner and together with any person or persons who may hereafter be admitted to the Partnership as a limited partner, individually, a “Limited Partner” and collectively the “Limited Partners”). The General Partner, the Limited Partners and such other persons as may become partners of the Partnership in accordance with this Agreement are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner.”
          By Certificate of Limited Partnership filed with the Secretary of State of the Commonwealth of Pennsylvania on August 26, 1998, 111 Arrandale Associates, L.P. (the “Partnership”) was formed. Immediately prior to August 29, 2001 (the date of the first amended and restated agreement of limited partnership), the partners in the Partnership consisted of BOP, as the General Partner and as a Limited Partner, PPAP, as a Limited Partner, and James J. Gorman (“Gorman”) and Christopher J. Knauer (“Knauer”), also as limited partners. Immediately prior to the date hereof, the partners in the Partnership consisted of BOP, as the General Partner and as a Limited Partner, and Prentiss Properties Acquisition Partners, L.P. (“PPAP”), as a Limited Partner. 
          On the date hereof, PPAP has transferred to Witmer all of its right, title and interest in and to the Partnership (consisting, in each case, of an 11% “Capital Percentage Interest” and a 1% Profit Percentage Interest”, as each such term is defined in the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 27, 2001 (the “Prior Partnership Agreement”)), and PPAP has withdrawn completely from the Partnership, and BOP and Witmer desire to amend and restate in its entirety the Prior Partnership Agreement, as amended.
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that PPAP has withdrawn as a limited partner of the Partnership, and the Prior Partnership Agreement is hereby amended and restated in its entirety, as follows:
Section 1.     Continuation, Partners and Name.	
 	
                    (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect in the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”), for the purposes set forth in Section 2 hereof. The Partners shall consist of BOP, as the sole General Partner, and BOP and Witmer, as Limited Partners. The business and affairs of the Partnership shall be conducted under the name set forth above or such other name as the General Partner shall, in its sole discretion, designate in writing.	
 	
                    (b)     By executing this Agreement each Partner hereby agrees that the Partnership shall be governed by the Act except as otherwise herein expressly stated. 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, or as may be necessary or appropriate to permit the Partnership to engage in the activities contemplated by Section 2 hereof; and the Partners shall further obtain such business licenses, certificates of qualification and other evidences of authority and shall execute all certificates, notices, statements, and other instruments as may from time to time during the term of the Partnership be necessary or appropriate in the opinion of the General Partner to the achievement of the purposes set forth in Section 2 or as may be required by applicable law so that the Partnership may conduct its business and own the Property (as defined herein).	
 	 	
Section 2.     Partnership Purposes.	
 	
                    The purpose of the Partnership is to directly, or indirectly through one or more Affiliates (as defined below), acquire, own, hold, construct, develop, maintain, lease, mortgage, encumber, operate, sell and/or transfer, convey or exchange one or more parcels of land and any buildings and improvements now existing or hereafter constructed thereon (collectively, the “Property”) and to enter into and perform any and all other activities as may be incidental or related thereto. To carry out these purposes the Partnership shall, subject to the terms of this Agreement and any other agreement entered into by the Partnership, have and exercise all powers now or hereafter permitted by the laws of the Commonwealth of Pennsylvania to be exercised by a limited partnership formed under the laws of that state, and to do any and all things not prohibited by law in furtherance of the business of the Partnership. Without limiting the foregoing, the Partnership shall have the right, power, and authority to: directly or indirectly, sue and be sued in all courts and participate in all proceedings; hold, purchase, receive, lease or otherwise acquire, own, improve, employ, use and deal in and with real or personal property or any interest therein; hold title to any or all of its property in the name of any partnership, corporation or other entity, including the General Partner; sell, convey, lease, exchange, transfer or otherwise dispose of or mortgage or pledge all or any of its property and assets, or any interest therein; wind up and dissolve itself as provided in this Agreement; enter into any contract (including any contracts of guaranty and suretyship with respect to the obligations of the Partnership or third parties, including any Affiliates), agreement, undertaking, arrangement, or any joint venture, partnership or association of any kind; incur liabilities, borrow or lend money, issue notes, bonds, and other obligations to any person (including, without limitation, the General Partner and other Affiliates), and secure any of its obligations (or obligations of its Affiliates) by mortgage, pledge or other encumbrance of all or any of its property (including, without limitation, mortgages in favor of or securing obligations of third parties, including its Affiliates, that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of the same or other parties, including Affiliates), franchises, and income; issue additional securities of any type, including interests, rights, options, or warrants; lend money, invest and reinvest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested; hire any and all persons as employees, agents, independent contractors, consultants or otherwise; provide insurance for its benefit on the life of any of its Partners or their partners, officers, directors or employees; guaranty, purchase, take, receive, subscribe for or otherwise acquire, own, hold, use or otherwise employ securities or interests in any entity (including joint ventures, corporations, and general and limited 	
-2-

partnerships); and to take or cause to be taken all actions and to perform all functions necessary or appropriate to conduct the business of the Partnership.
                    As used herein, the term “Affiliate” shall mean any corporation, partnership or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Partnership. The Affiliates of the Partnership include on the date hereof (without limitation) the General Partner and any partnership in which the General Partner or the Partnership is a general partner.
Section 3.     Term of Partnership.	
                    The term of the Partnership has commenced and shall continue until December 31, 2094, unless earlier dissolved pursuant to the terms of Section 18 hereof or by operation of law.
Section 4.     Principal Place of Business; Registered Office.	
                    The principal place of business and the registered office of the Partnership is at the offices of the General Partner, 401 Plymouth Road, Suite 500, Plymouth Meeting, Pennsylvania 19462 or at such other location as the General Partner shall from time to time determine.
Section 5.     Partnership Interests.	
 	
                    (a)     The Partnership shall initially have two classes of partnership interests (“Partnership Interests”): (i) general partnership interests (“General Partnership Interests”); and (ii) limited partnership interests (“Limited Partnership Interests”).	
 	
                    (b)     The General Partner may in its sole discretion cause the Partnership to create and issue such additional classes of Partnership Interest with such rights, privileges, and franchises as it determines to be appropriate. Any such issuance may be made by the General Partner, acting singly without the consent of any other Partner, by setting forth either in an amendment or an addendum to this Agreement, the relative rights, obligations, duties, and preference of each new class of securities or interests that is created. A copy of this Agreement as so amended, or the addendum as so adopted, as the case may be, shall be provided to each other Partner. All filings necessary to be made under the Act or applicable law in connection with the creation of any such interest shall be made by the General Partner on behalf of the Partnership. No Partner shall have any preemptive or other rights to subscribe for or acquire any additional securities, interests or indebtedness which may be issued by the Partnership.	
 	
                    (c)     The General Partner may solicit and accept additional capital contributions from any Partner or other person and/or cause the Partnership to issue additional partnership interests, rights, options or warrants exercisable for or convertible into partnership interests, or any other “securities” of any type or class whatsoever. Any such securities may be issued for cash, property, services, or such other type, form, and amount of consideration (including notes, other evidences of indebtedness or obligations of the person acquiring the security as the case may be) as the General Partner may determine to be appropriate.	
-3-

                    (d)     Any person may hold more than one class of Partnership Interest at the same time, and in such event shall for the purposes of this Agreement be separately entitled to the rights afforded a Partner in each of such classes under this Agreement. To the extent that a General Partner contributes to the capital of the Partnership as a Limited Partner or purchases any Limited Partner’s Partnership Interest, it shall be treated in all respects as a Limited Partner as to such interest.	
 	
                    (e)     No Limited Partner shall either directly or indirectly take any action to require partition or appraisal of the Partnership or any of its assets or properties or cause the sale of any Partnership property, and notwithstanding any provision of applicable law to the contrary, each Partner (and its or his legal representatives, successors or assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its or his Partnership Interest, or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement.	
 	
                    (f)     All real and personal property owned by the Partnership shall be owned by the Partnership as an entity, and insofar as permitted by applicable law, no Partner shall have any ownership interest in such property in his or its individual name or right. Each Partner’s interest in and to all Partnership property shall be personal property for all purposes. Without limiting or expanding the foregoing, to the extent allowable under applicable law, the Partnership may hold title to all or any part of its properties or assets in the name of an individual, corporation, partnership, trust or otherwise, the beneficial interest in which shall at all times be vested in the Partnership, and may agree that any such title holders be vested with all or any part of the powers which might otherwise reside in the Partnership. Any such title holder shall perform any and all of their respective functions to the extent and upon such terms and conditions as may be determined from time to time by the General Partner in its sole discretion. All Partnership assets shall be recorded as the property of the Partnership on its books and records, regardless of the name in which legal title may be held.	
 	
Section 6.     Management.	
 	
                    (a)     The General Partner. The Partnership shall be managed by or under the sole direction of the General Partner. All decisions relating to the business and affairs of the Partnership shall be made, and all action proposed to be taken by or on behalf of the Partnership shall be taken, by or under the direction of the General Partner in its sole and absolute discretion and without the consent of the Limited Partners. All such decisions or actions made or taken by or under the direction of the General Partner hereunder shall be binding upon all of the Partners and the Partnership. All approvals, consents, or ratifications of actions taken by the General Partner required herein may be prospective or retroactive.	
 	
                    (b)     Specific Power and Authority of the General Partner. The General Partner shall have and exercise, and is hereby granted, all of the powers of the Partnership and full, exclusive, and complete authority and discretion in the management and control of the Partnership. Without limiting the foregoing, the power and authority of the General Partner to make all decisions with respect to the business and affairs of the Partnership and to take such action for and on behalf of the Partnership as it may deem necessary or appropriate to enable the 	
-4-

 	Partnership to carry out its purposes shall include, without limitation, the full and complete power and authority, without the consent of the Limited Partners, to do the following:	
 	 	
                              (i)     borrow money, procure loans and advances from, for and on behalf of the Partnership (including, without limitations, loans made by the General Partner or any Affiliate to the Partnership), cause any Affiliate to borrow money from, for or on behalf of such Affiliate, to guaranty the obligations of any Affiliate for borrowed money, and to repay, discharge, settle, adjust, compromise or liquidate any such loan or advance, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;	
 	
                              (ii)     cause the Partnership to lend money (on either a secured or an unsecured basis) to the General Partner, any Affiliate or to any other person or entity on such terms and conditions as the General Partner determines to be necessary or appropriate;	
 	
                              (iii)     to secure any loans to the Partnership (including, without limitation, loans from the General Partner or any Affiliate or other person) or to secure loans to any Affiliate or other person or to secure any guaranty by the Partnership of either its obligations or the obligations of any Affiliate or other person, convey, mortgage, pledge, assign, or hypothecate, for and on behalf of the Partnership or any Affiliate of the Partnership all or any part of the Property or other assets of the Partnership; to secure any of its obligations (or any obligation of any of its Affiliates (including obligations of the General Partner)) by mortgage, pledge or other encumbrance of all or any of the Partnership’s property or assets (including, without limitation, mortgages securing obligations of Affiliates or other persons that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of such or other Affiliates and persons); to grant any right which it deems necessary or appropriate to be granted with respect to any properties or assets of the Partnership, including, without limitation, easements and other rights appertaining to real property held by the Partnership;	
 	
                              (iv)     execute and deliver for and on behalf of the Partnership or any Affiliate or other person any contract necessary or incidental to the operation of the property or any business of the Partnership (including any contract of guaranty or suretyship), any promissory note, bond, deed of trust, mortgage, security agreement, financing statement, lease, assignment of leases, guaranty, or other obligation or evidence of indebtedness and all instruments required or advisable in connection with any such instrument;	
 	
                              (v)     obtain insurance on the Property and any other assets of the Partnership;	
 	
                              (vi)     acquire and hold the Property and such other real property, tangible and intangible personal property (including, without limitation, securities or other interests in any entity, and to acquire any such securities or interests in exchange for real or personal property) and other assets as may be necessary or desirable to carry on the business, of the Partnership, or to cause any Affiliate in which the Partnership is a partner or shareholder to acquire and hold real property, tangible and intangible personal property and other assets; and to sell, lease, mortgage, pledge, assign, hypothecate, develop, manage, use, operate, exchange or otherwise dispose of such real property, tangible and intangible personal property and other assets upon such terms and conditions as the General Partner deems necessary or appropriate;	
-5-

                              (vii)     construct, develop, maintain, operate, improve and sell any or all properties owned by the Partnership, or cause such properties to be constructed, developed, maintained, and operated and improved by any Affiliate including, expressly, the power and authority to consummate any interim or permanent financing with respect thereto;	
 	
                              (viii)     lease the Property and any property owned by any Affiliate and collect all rentals and all other income accruing to the Partnership or such Affiliate, and to pay all acquisition and construction or development costs and all expenses of operation, whether capital or otherwise with respect to the Property and/or such properties owned by an Affiliate;	
 	
                              (ix)     prepare, or have prepared, and file all tax returns for the Partnership and make all tax elections for the Partnership, including any election under Section 709 of the Internal Revenue Code of 1986, as amended (the “Code”), to amortize certain organizational expenditures incurred by the Partnership over a period of not less than 60 months, and an election under Code Section 754, provided, however, that the Partner or Partners requesting that the Partnership make such election under Code Section 754 shall reimburse the Partnership for any additional costs incurred by the Partnership in making the election for and on behalf of the Partnership;	
 	
                              (x)     institute, prosecute, defend and settle any legal, arbitration or administrative actions or proceedings on behalf of or against the Partnership or any Affiliate or other person (including, without limitation, any insurance claims), as the General Partner, in its sole discretion, may deem necessary or desirable;	
 	
                              (xi)     maintain and operate the assets of the Partnership or any Affiliate or other person or any part or parts thereof;	
 	
                              (xii)     employ, engage or contract with and dismiss or terminate the employment of, supervise and compensate such persons, firms or corporations for and in connection with the business of the Partnership or any Affiliate and the acquisition, development, improvement, operation, maintenance, management, leasing, financing, refinancing, sale, exchange or other disposition of any assets of the Partnership or any Affiliate or other person or any interest in any of such assets as the General Partner, in its sole discretion, may deem necessary or desirable;	
 	
                              (xiii)     pay any debts and other obligations of the Partnership or Affiliate and to cause any Affiliate to pay the debts and obligations of such Affiliate, including amounts due under any construction and permanent financing of improvements and other loans to the Partnership or such Affiliate, as the case may be, and costs of operation and maintenance of the assets of the Partnership or such Affiliate, as the case may be;	
 	
                              (xiv)     pay all taxes, assessments, rents and other impositions applicable to the assets of the Partnership or any Affiliate and undertake when appropriate any action or proceeding seeking to reduce such taxes, assessments, rents or other impositions;	
 	
                              (xv)     deposit or invest all monies received by the General Partner for or on behalf of the Partnership or any Affiliate as the General Partner shall deem appropriate and to conduct all banking transactions, open, maintain and close bank accounts and change signatories	
-6-

on such accounts, and to draw checks and other orders for the payment of monies and to disburse all funds on deposit and liquidate such investments on behalf of the Partnership or such Affiliate in such amounts and at such times as the same may be required;	
 	
                              (xvi)     sell or otherwise transfer all, substantially all or any of the Property and other assets of the Partnership or to cause any Affiliate to sell or otherwise transfer all or any of its properties and other assets, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;	
 	
                              (xvii)     act as the tax matters partner for the Partnership or any Affiliate (within the meaning of Code Section 6231);	
 	
                              (xviii)     perform other obligations provided elsewhere in this Agreement to be performed by the General Partner, including, without limitation, the preparation of all financial reports, the maintenance of the Partnership books and records;	
 	
                              (xix)     in connection with borrowings made by or on behalf of the Partnership from the General Partner, mortgage, pledge, or otherwise grant securities interests on any or all of the Partnership’s assets or properties to secure the obligation of the Partnership to the General Partner and the obligations of the General Partner to its lenders in respect of any such borrowings or otherwise; and	
 	
                              (xx)     take any and all other actions as the General Partner may deem necessary or appropriate in furtherance of the business of the Partnership.	
                    The General Partner shall be entitled to act upon any resolution, certificate, statement, agreement, document, or other instrument, and to consult with legal counsel, accountants, appraisers, and other professionals and persons, and to rely upon the authenticity and genuineness of all such writings and the advice of such persons in connection with the business of the Partnership. Any act which may be taken by the General Partner hereunder, may be taken by any of its duly authorized officers or any attorney-in-fact for either the General Partner or such officers.
                    By executing this Agreement, each Limited Partner hereby expressly consents to any exercise by the General Partner of any or all of the foregoing powers.
                    (c)     Guaranty of Obligations of the General Partner. Without limiting the provisions of Sections 2, 6(a) or 6(b) above, the General Partner and each Limited Partner expressly acknowledge and agree that the Partnership’s financial standing and economic viability depend in large part on the financial standing and economic viability of the General Partner and its Affiliates, including the General Partner’s ability to borrow funds for the benefit of the General Partner and all of its Affiliates, and to secure such borrowings with first and subordinate liens on real property. The General Partner and each Limited Partner hereby consent and agree to any and all guarantees by the Partnership of indebtedness for borrowed money and other obligations of the General Partner and/or any other Affiliate. The General Partner and each Limited Partner hereby consent and agree that it is a good and valid Partnership purpose given for good and valuable consideration for the benefit of all the Partners for the Partnership to convey, mortgage, assign, pledge and/or hypothecate the Property, any tangible or intangible 	
-7-

personal property or any other assets of the Partnership as security for any such guaranty or as security for the obligations or liabilities of the General Partner and/or any other Affiliate. The foregoing is given with the understanding and agreement that the General Partner and each other Affiliate for whose benefit any such guaranty is given will have the power and authority to guaranty obligations and liabilities of the Partnership.		
	 	
                    (d)     Evidence of Authority of General Partner. The signed statement of the General Partner, reciting that it has authority to undertake any act, when delivered to any third party, shall be all the evidence such third party shall need concerning the capacity or authority of the General Partner to so act, and any such third party shall be entitled to rely upon such statement and shall not be required to inquire further as to any of the facts contained in such statement, said facts being deemed to be true insofar as such third party is concerned.	
 	
                    (e)     Limited Partners. The Limited Partners shall have no right or authority to act for or to bind the Partnership and shall not participate in the conduct, management or control of the Partnership’s affairs or take any action that would cause a default or non-compliance under any contract or agreement to which the Partnership is a party or which is related to the use, operation, maintenance, development or financing of the Partnership’s properties or assets. No Limited Partner may voluntarily withdraw from the Partnership without the prior consent of the General Partner, which consent may be given or withheld in the sole discretion of the General Partner.	
 	
                    Each Limited Partner hereby waives any rights which he might otherwise have under applicable law as a creditor with respect to any distribution to be made hereunder to the maximum extent permitted by the Act.	
 	
                    (f)     Specific Consent. The Limited Partners hereby specifically consent and agree in accordance with the Act that the General Partner shall have the right, power and authority, notwithstanding anything in the Act to the contrary, to (i) sell all or substantially all of the assets of the Partnership, (ii) confess judgment against the Partnership or execute any note, mortgage or other agreement containing a provision pursuant to which judgment may be confessed against the Partnership or its assets, (iii) pledge or mortgage any or all of its assets as security for the repayment of any loans to the Partnership (including, without limitation, any loans made to the Partnership by its General Partner), and (iv) take any other action not inconsistent with the terms of this Agreement, in each case without the further consent of the Limited Partners, which consent shall be deemed to be granted hereby.	
 	
Section 7.     Capital.	
 	
                    (a)     Initial Capital Contributions. On or prior to the date hereof, the Partners have contributed to the capital of the Partnership or shall be deemed to have contributed to the capital of the Partnership an amount equal to such Partner’s Capital Interest (as defined below) multiplied by the fair market value of the interests in the Partnership as of the date hereof (an “Initial Capital Contribution”).	
 	
                    (b)     Additional Capital Contributions. No Partner shall have any obligation to contribute any additional sum to the capital of the Partnership. If the General Partner determines	
-8-

that additional funds are necessary for Partnership purposes, it may, at its sole discretion, borrow such funds on behalf of the Partnership from third parties on such terms and conditions as the General Partner deems necessary or appropriate, loan such funds to the Partnership or contribute such funds to the Partnership as an additional capital contribution or obtain such funds through the issuance of securities as provided in Section 5(c) above. Any loans by the General Partner to the Partnership shall bear interest at such reasonable rate as the General Partner shall determine, not exceeding 3.0% per annum over the greater of the General Partner’s average cost of funds or the rate of interest charged on the General Partner’s principal bank line of credit, in each case as the same may change from time to time. Any loans by the General Partner to the Partnership shall be paid out of available Operating Cash Flow from the Partnership before any distribution shall be made to the Partners.	
 	
                    (c)     Percentage Interest. The Partners shall have separate and differing interests in the capital (“Capital Interest”) and in the profits (“Profits Interest”) of the Partnership, which at the date hereof are as set forth below:	
 	
 	Capital Interest	 	Profits Interest	 	
					
                    BOP (as General Partner)	2.0	%	2.0	%	
                    Witmer	11.0	%	1.0	%	
                    BOP (as Limited Partner)	87	%	97	%	
 	
                    (d)     Adjustments to Percentage Interests. Upon the admission of any additional Partners to the Partnership, or upon the making of any additional Capital Contribution to the Partnership by a Partner, the percentage interests of the Partners shall be adjusted, so that their respective percentage interests shall be the percentage that each Partner’s aggregate Capital Contributions to the Partnership bears to the aggregate Capital Contributions of all Partners to the Partnership at the applicable time of determination or, in such other manner as may be reasonably determined by the General Partner.	
 	
                    (e)     No Interest, Etc. No Partner shall be entitled to (i) receive any interest or other compensation on or with respect to its Capital Contributions or withdraw any part of its capital contributions or receive any distribution, except as provided in Sections 9 and 19 hereof; or (ii) demand or receive any property from the Partnership other than cash.	
 	
                    (f)     Establishment of Capital Accounts.	
 	
                              (i)     General Rule. A capital account shall be established for each Partner (hereinafter referred to as “Capital Account”) in the amount of such Partner’s Initial Capital Contribution and shall be determined and maintained in accordance with the rules of Treasury Regulation (“Treas. Reg.”) §1.704-1(b)(2)(iv). Pursuant to such rules, a Partner’s Capital Account shall be increased by:	
 	
                                        (A)     the amount of money contributed by the Partner to the Partnership;	
-9-

                                        (B)     the fair market value of property (other than money) contributed by, or on behalf of, the Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership assumes or subject to which it takes the property); and	
 	
                                        (C)     allocations to the Partner of Partnership income and gain (or items thereof), including income and gain exempt from tax and income based on the book values described in Section 7(h) of this Agreement;	
 	
and decreased by:	
 	
                                        (D)     the amount of money distributed to the Partner by the Partnership;	
 	
                                        (E)     the fair market value of property (other than money) distributed to the Partner by the Partnership (net of liabilities secured by such distributed property that the Partner assumes or subject to which he takes the property);	
 	
                                        (F)     allocations to the Partner of expenditures of the Partnership not deductible in computing its taxable income and not properly chargeable to capital account (including organization or syndication expenditures not deductible by the Partnership pursuant to Code Section 709 and losses disallowed to the Partnership under Code Sections 267(a)(1) or 707(b)); and	
 	
                                        (G)     allocations of Partnership loss and deduction (or items thereof), including loss and deduction described in Section 7(h) of this Agreement but excluding items described in clause (F) above and percentage depletion in respect of an item of depletable property of the Partnership in excess of the adjusted tax basis of such property;	
 	
and shall otherwise be adjusted in accordance with the remaining provisions of this Section 7.	
 	
                              (ii)     For purposes of paragraphs (f) through (k) of this Section 7, except as otherwise provided herein, the fair market value of property contributed to the Partnership or distributed by the Partnership, if permitted under Treas. Reg. §1.704-1(b)(2)(iv), shall be the value assigned to such property by agreement between the General Partner and the Partner (other than the General Partner) by which such property is contributed or to which such property is distributed. If no such agreement as to value is made, the fair market value of such property shall be determined by an appraisal.	
 	
                    (g)     Special Rules Regarding Distributions of Property. If property (other than money) is distributed to a Partner (whether in liquidation of his interest or otherwise) then immediately prior to such distribution, the Capital Accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners if there were a taxable disposition of such property for the fair market value of the property (but not less than the amount of any nonrecourse indebtedness to which such property is subject) on the date of distribution.	
-10-

                    (h)     Property Carried at a Book Value Different from Tax Basis. If, pursuant to provisions of this Section 7, property is reflected in the Capital Accounts of the Partners and on the books of the Partnership at a book value that differs from the adjusted tax basis of such property, then the adjustments to Capital Accounts in respect of such property prescribed in Sections 7(f)(i)(C), 7(f)(i)(G) and 7(g) shall be determined by reference to depreciation, depletion, amortization, gain or loss as computed for book purposes and no further adjustments shall be made to the Capital Accounts to reflect the Partner’s shares of the corresponding tax items. For the purposes of computing such adjustments to Capital Accounts, the amount of book depreciation, depletion, or amortization for a period with respect to an item of partnership property shall be the amount that bears the same relation to the book value of such property as the depreciation (or cost recovery deduction), depletion, or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property. If such property has a zero adjusted tax basis, the General Partner may select any reasonable method of computing book depreciation, depletion or amortization with respect to such property.	
 	
                    (i)     Transfers of Interests in the Partnership. Upon the transfer of all or a part of an interest in the Partnership, the Capital Account of the transferor that is attributable to the transferred interest shall carry over to the transferee, adjusted as provided in Section 7(j). If, however, the transfer of an interest in the Partnership causes a termination of the Partnership for federal income tax purposes, then the Capital Account that carries over to the transferee and the Capital Accounts of all other Partners will be recomputed as though all property and liabilities of the Partnership had been distributed in accordance with existing Capital Account balances, adjusted in accordance with Section 7(g), and recontributed to the Partnership (or, in the case of liabilities, reassumed by the Partnership) as though such contributions were being made upon the formation of a new partnership, in accordance with the constructive liquidating distributions and recontributions deemed to occur under Treas. Reg. §1.708-1(b)(1)(iv) (or any successor provision).	
 	
                    (j)     Adjustments to Capital Accounts in Connection with an Election under Code Section 754. Upon an adjustment to the adjusted tax basis of Partnership property pursuant to Code Sections 732, 734 or 743, the Capital Accounts of the Partners shall be adjusted as provided in Treas. Reg. §1.704-1(b)(2)(iv)(m) (or any successor provision).	
 	
                    (k)     Revaluations of Partnership Property. Upon (i) a contribution of money or other property to the Partnership by a new or existing Partner as consideration for an interest in the Partnership or (ii) a distribution of money or other property by the Partnership to a retiring or continuing Partner as consideration for relinquishment of an interest in the Partnership, the Capital Accounts of the Partners may, in the discretion of the General Partner, be adjusted to reflect the manner in which the unrealized income, gain, loss or deduction inherent in all Partnership property for federal income tax purposes (that has not been reflected in the Capital Accounts of the Partners previously) would be allocated among the Partners under Section 8 of this Agreement if there were a taxable disposition of all Partnership property for its fair market value immediately prior to such contribution or distribution. For purposes of this Section 7(k) the fair market value of Partnership property shall be the value (but not less than the amount of any nonrecourse indebtedness to which such property is subject) assigned to such property by agreement between the General Partner and the contributor or distributee Partner, as the case 	
-11-

may be. If such agreement as to value is not made, then the fair market value of such property shall be determined by appraisal by an M.A.I. appraiser selected by the General Partner.	
 	
Section 8.     Allocation of Income and Losses.	
 	
                    (a)     General Rules of Allocation. Net Profit, Net Losses and all items of income, gain, loss and deduction, whether or not includible or deductible for federal income tax purposes, shall be credited to or debited against the Partners’ respective Capital Accounts as set forth in this Section 8. It is intended that, as a result of such allocations and the application of Section 7(f), all liquidating distributions made pursuant to Section 19 shall be identical to the amounts that would be distributed to each Partner if such distributions were made instead pursuant to Section 9(c).	
 	
                    (b)     Net Profits and Losses. “Net Profits” or “Net Losses” for any fiscal year or other period shall be an amount equal to the sum of (i) the Partnership’s taxable income or loss for such year or period as shown or reported on the Partnership’s U.S. Partnership return of income (but computed as provided in Section 7(h)), and (ii) any income of the Partnership for such year or period exempt from federal income taxation, reduced by (iii) any expenditures of the Partnership for such year or period not deductible in computing its taxable income and not properly capitalized for federal income tax purposes.	
 	
                    (c)     Net Profits. Net Profits of the Partnership for any fiscal year or other period shall be allocated to the Partners as follows:	
 	
                              (i)     First, to those Partners having negative Capital Account balances, in proportion to such negative balances, until such negative balances are eliminated;	
 	
                              (ii)     Second, to those Partners for whom the Initial Capital Contribution reduced by distributions of Extraordinary Cash Flow under Section 9(c)(i) (the “Unrepaid Capital Contribution”) exceeds its Capital Account balance, in proportion to such excesses, until any such excesses are eliminated; and	
 	
                              (iii)     Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.	
 	
                    (d)     Net Losses. Net Losses of the Partnership for any Fiscal Year or other period shall be allocated to the Partners as follows:	
 	
                              (i)     First, to those Partners whose Capital Account balances exceed their Unrepaid Capital Contributions, in proportion to such excesses, until such excesses are eliminated;	
 	
                              (ii)     Second, to those Partners having positive Capital Account balances, in proportion to such positive balances until such positive balances are eliminated; and	
 	
                              (iii)     Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.	
-12-

                    (e)     Distributive Share for Federal Income Tax Purposes. The Partnership shall report each Partner’s distributive share of Net Profits, Net Losses and items of income, gain, loss and deduction in accordance with the rules of Section 704(b) and (c) of the Code, as determined by the General Partner upon the advice of the Partnership’s accountants and/or tax counsel. Except as otherwise provided herein, each Partner’s share of each item of Partnership income, gain, loss or deduction for each taxable period shall equal such Partner’s share of Net Profits or Net Losses for such period. For Federal income tax purposes, the Partnership shall use the “remedial allocation method,” as described in Treas. Reg. §1.704-3(d), to allocate income, gain, loss or deduction with respect to any property contributed by a Partner to the Partnership and with respect to any property for which differences between book value and adjusted tax basis are created pursuant to Section 7(l). These allocations shall not affect the Partner’s Capital Account.	
 	
                    (f)     Deficit in Capital Account. No Partner shall be required to restore any deficit balance in its Capital Account to the Partnership except as required by the Act or as provided in Section 19 of this Agreement.	
 	
Section 9.     Distributions.	
 	
                    (a)     Definitions. For purposes of this Section 9, the following terms shall have the respective meanings set forth below:	
                    Operating Cash Flow: As to any fiscal year or portion thereof, Operating Revenues less Partnership Expenses and a reserve in a reasonable amount determined by the General Partner for working capital, payment of future known or reasonably foreseeable expenditures, obligations, or liabilities of the Partnership, and repairs, replacements, and improvements to any Partnership assets.
                    Operating Revenues: As to any fiscal year or portion thereof, the total cash receipts of the Partnership less “Capital Transaction Proceeds” (the proceeds from Capital Contributions or from any sale, refinancing or any similar transaction with respect to the Partnership’s assets and less insurance proceeds), Capital Contributions, loans, any properly unapplied advance rentals in connection with the leasing of any Partnership assets (which shall be Operating Revenues when applied), and any unforfeited security deposits of tenants of any Partnership assets.
                    Partnership Expenses: As to any fiscal year or portion thereof, all expenditures, expenses, and charges related to the management and operation of the Partnership and the conduct of its business and affairs and the ownership, leasing, operation, improvement, construction, development, maintenance and upkeep of any of its assets.
                    Extraordinary Cash Flow: As to any fiscal year or portion thereof, the proceeds from the sale of any real property by the Partnership (a “Capital Transaction”) less any expenses, costs, or liabilities incurred by the Partnership in effecting any such sale, and an amount set aside or committed by the General Partner for repair, improvement and replacement to or of any Partnership assets.
-13-

                    (b)     Distributions of Operating Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Operating Cash Flow to the Partners in proportion to their respective Profits Interests.	
 	
                    (c)     Distributions of Extraordinary Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Extraordinary Cash Flow, if any, to the Partners in proportion to their respective Profits Interests.	
 	
Section 10.     Actions and Compensation of Partners.	
 	
                    (a)     Except as set forth in this Section 10, no Partner shall receive or be entitled to any compensation or reimbursement for its services to or expenses incurred in connection with the Partnership.	
 	
                    (b)     The General Partner shall be entitled to receive reimbursement from the Partnership for all costs and expenses incurred by it in connection with the conduct of the business of the Partnership, or paid by it for the account of the Partnership, including, without limitation, reasonable charges for the management of the Partnership and for maintaining the books and records of the Partnership and all costs and expenses of maintaining the Partnership’s existence and good standing as well as all legal and accounting fees allocable to the Partnership.	
 	
                    (c)     To compensate the General Partner for its services in connection with the leasing and management of the Property, the Partnership may, subject to Section 24, enter into management, leasing, agency or similar agreements in form acceptable to the General Partner, in its sole discretion, with the General Partner or an Affiliate and pay to the General Partner or an Affiliate all management and leasing fees and commissions payable thereunder.	
 	
                    (d)     Nothing in this Agreement shall be deemed to restrict in any way the freedom of any Partner (including, without limitation, the General Partner) or any person, firm or corporation affiliated with any Partner to conduct or engage in any business or activity whatsoever, for its own account and without regard to the business of the Partnership, including, without limitation, acquiring, developing, promoting, leasing, selling or exploiting real property and functioning as a real estate broker, agent or consultant, regardless of the location of the real estate involved in such business or activity; and neither the Partnership nor any Partner shall have any rights in or to, or any right to an accounting for, any income or profit derived by any other Partner or its Affiliate(s) from such business or activity. In this regard, the Partners specifically acknowledge that the General Partner and Affiliates of the General Partner presently engage in businesses which are or may be directly competitive with the business of the Partnership; provided, however, that nothing in this paragraph shall abridge or expand the rights of any Limited Partner under any non-competition agreement or other similar arrangement which it may have entered into with the General Partner or any other Partner.	
 	
Section 11.     Transactions with Affiliates.	
 	
                    (a)     The General Partner is authorized to enter into agreements on behalf of the Partnership with Affiliates of the General Partner, or persons affiliated with the Limited Partners, provided that any such agreement is made on terms which the General Partner, in its sole discretion, deems reasonable and in the best interest of the Partnership. This Agreement shall 	
-14-

not give the Partnership or any Partner any interest in, or right to, any such business or activity or any proceeds, income or profit thereof or therefrom, and no Partner shall be obligated hereunder to offer any business opportunity to the Partnership or to any other Partner. The fact that a Partner is directly or indirectly interested in, affiliated or connected with any person, firm or corporation shall not prevent the Partnership from employing or retaining any such person, firm or corporation to render or perform a service or from purchasing merchandise or property from any such person, firm or corporation, and neither the Partnership nor any Partner, as such, shall have any rights in or to any income or profit derived by any such person, firm or corporation as a result of such employment, retainer or purchase.	
 	
                    (b)     Without limiting the foregoing, the Partners specifically acknowledge that the Partnership expects to enter into various arrangements with the General Partner and its Affiliates to provide for the management, leasing, and maintenance of Partnership property. By executing this Agreement, each Partner hereby acknowledges that it is anticipated that the Partnership will have authority to borrow money from the General Partner and its Affiliates or from lenders to the General Partner or its Affiliates and lend money (on both a secured and unsecured basis) to the General Partner and its Affiliates and, in certain instances, secure such borrowings by pledges and mortgages of all or substantially all of its properties and assets.	
 	
Section 12.     Books, Records and Financial Reports.	
 	
                    (a)     The Partnership shall maintain or cause to be maintained at its principal place of business books of the Partnership showing all receipts, expenditures, assets, liabilities, profits and losses, and shall maintain all other records necessary for recording the Partnership’s business and affairs. The books of the Partnership shall be kept on the accrual method of accounting used for federal income tax purposes or such other basis as the General Partner shall determine. Such books and records shall be open to the inspection of each Partner or the duly authorized representatives of such Partner upon reasonable notice at reasonable times during normal business hours to the extent required by the Act; provided, however, that the General Partner may keep confidential from the Limited Partners for such reasonable period of time as the General Partner deems appropriate, any information that the General Partner in good faith reasonably believes is not in the best interests of the Limited Partners or the Partnership to reveal.	
 	
                    (b)     The General Partner is hereby designated as the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. The General Partner shall make all decisions as to accounting principles and all elections required or permitted to be made by the Partnership under the Code pertaining to the method of depreciation and deductibility of costs and expenses for the purposes of determining the Partnership’s distributable income and losses as well as for federal income tax reporting purposes.	
 	
                    (c)     The fiscal year of the Partnership shall be the calendar year.	
 	
                    (d)     Within sixty (60) days following the last day of each of the first three fiscal quarters of each fiscal year, the General Partner, at the expense of the Partnership, shall cause to be prepared and furnished to the Partners a financial account of the Partnership for such quarter prepared on such basis as the General Partner shall determine to be appropriate.	
-15-

                    (e)     Within ninety (90) days following the last day of each fiscal year, the General Partner shall furnish to the Partners a financial account for such preceding fiscal year prepared at the Partnership’s expense on such basis as the General Partner shall determine to be appropriate.	
 	
                    (f)     There shall be delivered to each Partner as soon as practicable and in any event within ninety (90) days after the close of each fiscal year, a copy of the Federal Partnership Return of Income (Form 1065) or other tax return filed by the Partnership.	
 	
                    (g)     The General Partner may, in its sole discretion, perform, or cause to be performed, at the Partnership’s expense, such additional audits, accountings or appraisals of the Partnership’s business any assets as it from time to time or at any time determines to be necessary or appropriate.	
 	
                    (h)     The books of the Partnership shall be closed for tax and capital account purposes on the date hereof as of the end of the day. All income, gain, loss and deduction recognized by the Partnership before such closing of the books shall be allocated to the Partners of the Partnership immediately prior to such closing in accordance with the Prior Agreement, and all such items recognized by the Partnership after such closing of the books hereof shall be included in Net Profits and Net Losses of the Partnership for the period beginning as of the closing of such books and shall be allocated among the Partners under this Agreement.	
 	
Section 13.     Restrictions on Transfer.	
 	
                    (a)     Transfer of General Partners’ Interest. The General Partner may sell, convey, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of (any such event, a “Transfer” and the taking of any such action, “To Transfer”) any Partnership Interest held by it on the date hereof or hereafter acquired by it without the consent of any Partner.	
 	
                    (b)     No Limited Partner may Transfer all or any portion of, or any right in or to, any Partnership Interest held by it on the date hereof or hereafter acquired, without the consent of the General Partner, which may be given or withheld in its sole and absolute discretion. Further, any Transfer by any Limited Partner of any interest which it may hold in the Partnership shall be made only upon such terms and conditions as the General Partner, in its sole and absolute discretion, shall approve.	
 	
                    (c)     All Transfers permitted hereunder shall be by instrument in form and substance satisfactory to the General Partner. Any Transfer in violation of this Agreement shall be null and void and shall not operate to vest any rights in any transferee. Subject to the foregoing, every transferee of any Partnership Interest who wishes to participate in the Partnership as a Partner shall execute a counterpart of this Agreement accepting and adopting all of the terms and provisions of this Agreement, as the same may have been amended, and any transferee who fails to do so shall not be entitled to any rights hereunder as a Partner or otherwise. In addition, each of the transferee and the transferor shall execute and acknowledge all such other instruments, in form and substance, satisfactory to the General Partner, as may be necessary or desirable to effectuate such Transfer on terms acceptable to the General Partner.	
-16-

                    (d)     Notwithstanding the foregoing, PPAP may Transfer the 11.0% Capital Interest and 1% Profits Interest (together, the “Residual Interest”) held by it on the date hereof to the General Partner or any designee of the General Partner pursuant to the Agreement of Purchase and Sale, as the same may be amended from time to time (the “Purchase Agreement”), for the price (the “Residual Interest Purchase Price”) and upon the terms provided therein.	
 	
                    (e)     In no event shall the Partnership dissolve or terminate upon the admission of any Partner or upon any permitted Transfer of a Partnership Interest by any Partner. Each Partner hereby waives its right to dissolve, liquidate or terminate the Partnership in such event.	
 	
                    (f)     All expenses of the Partnership and of the Partners occasioned by a Transfer permitted under this Section 13 shall be borne by the Partner effecting the permitted Transfer.	
 	
                    (g)     Each Partner hereby indemnifies and holds harmless the Partnership and each of its Partners and the Partnership against any loss, claim, cost, expense, damage or liability in respect of any Transfer (or purported Transfer) which such Partner may make (or attempt to make) in violation of this Agreement.	
 	
                    (h)     For purposes of computing allocations of income, gain, loss and deduction hereunder, the books of the Partnership shall be closed as of the beginning of the day on which any Transfer occurs. All income, gain, loss and deduction recognized by the Partnership before such closing of the books shall be allocated to the Partners immediately prior to such closing in accordance with this Agreement as in effect at the time such books are closed, and all such items recognized by the Partnership after such closing of the books shall be allocated among the remaining Partners in accordance with this Agreement as thereafter in effect. Gain or loss from the sale or other taxable disposition of a Partnership Capital Asset shall be allocated to the persons who were Partners at the time such gain or loss was recognized by the Partnership.	
 	
Section 14.     Take Along Rights.	
 	
                    (a)     If at any time, the General Partner wishes to sell all or substantially all of its Partnership Interest in one transaction or a series of related transactions (a “Control Transaction”), the General Partner may require each other Partner (a “Take Along Partner”) to sell all (but not less than all) of the Partnership Interest held by such Limited Partner to such third party in accordance with this Section 14, subject only to compliance with applicable federal and state securities laws, as provided in Section 16(b)(ii); provided that the General Partner shall fully discharge any Pennsylvania real estate transfer taxes that may become payable as a result of its exercise of such take along rights during the first 36 months after the date hereof. The purchase price for the Residual Interest transferred in any such sale shall be the Residual Interest Purchase Price.	
 	
                    (b)     In connection with any exercise of its rights hereunder, the General Partner shall deliver a notice to each Take Along Partner identifying the proposed closing date for the consummation of the transaction and the Take Along Partner shall deliver to the General Partner at least seven days prior to the proposed closing date all documents reasonably required by the General Partner in order to effectuate the Control Transaction and the Transfer of the Take 	
-17-

Along Partners’ Partnership Interest free and clear of any liens, pledges, security interests, charges, equities, or other encumbrances whatsoever (“Encumbrances”) other than Encumbrances in favor of the General Partner or its shareholders or partners.	
 	
Section 15.     Admission of Additional Partners.	
 	
                    (a)     New or substitute General or Limited Partners may freely be admitted to the Partnership by the General Partner, in its sole and absolute discretion, as a result of Transfer of Partnership Interests permitted hereunder or the issuance of additional Partnership Interests permitted hereunder. Each new Partner shall be admitted pursuant to this Section 15. The Partnership Interest of any such new Partner shall be fixed in accordance with Section 7(d) above, with an appropriate adjustment in the Partnership Interest of the existing Partners. Each new or substitute Partner shall sign a supplement to this Agreement at the time such new Partner is admitted confirming the admission of the new Partner as a Partner hereunder.	
 	
                    (b)     In connection with the admission of any new or substitute Partner to the Partnership, the General Partner shall have the power, right, and authority to amend this Agreement to reflect the rights and obligations of such new Partner, including without limitation his or its obligations to contribute to the capital of the Partnership, rights to distributions, or rights to approve or consent to Partnership actions.	
 	
                    (c)     In the event any person is admitted as a substitute General Partner, such admission shall occur contemporaneously with withdrawal of the then existing General Partner.	
 	
Section 16.     Representations, Warranties and Covenants.	
 	
                    (a)     Each party hereby represents and warrants that:	
 	
                              (i)     It has the power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby;	
 	
                              (ii)     The execution, delivery and performance by it of this Agreement has been duly authorized by all necessary action and does not contravene (i) any law applicable to it or any rule, judgment, order, writ, injunction or decree of any court applicable to it, (ii) any rule or regulation of any administrative agency or other governmental authority applicable to it, (iii) its charter or by-laws (or other constituent documents), or (iv) any agreement, indenture, instrument or contract by which it is bound; and	
 	
                              (iii)     This Agreement is the legal, valid and binding obligation of such Partner, enforceable against it in accordance with its terms.	
 	
                    (b)     Each Limited Partner hereby represents and warrants to and covenants with the General Partner as follows:	
 	
                              (i)     That it is an “accredited investor” as defined in Rule 501 under the 1933 Act; and	
-18-

                              (ii)     That it will not distribute any of the Limited Partnership Interest held by it in violation of the 1933 Act or applicable state securities laws.	
 	
Section 17.     Bankruptcy of a Limited Partner.	
                    The bankruptcy of a Limited Partner shall not dissolve or terminate the Partnership. In the event the bankrupt Limited Partner’s interest in the Partnership passes to a successor or successors in interest of such Limited Partner, such successor or successors in interest shall succeed to the bankrupt Limited Partner’s entire interest in the Partnership and shall, subject to the following sentence and upon execution of a counterpart of this Agreement, become Limited Partners of the Partnership with the same Capital Interest and Profits Interest in the Partnership, the same rights in and to all distributions made by the Partnership, in liquidation or otherwise, and with the same share of the Partnership’s taxable income and losses as the bankrupt Limited Partner had with respect to its interest in the Partnership. In the event a successor or successors in interest of the Limited Partner are admitted to the Partnership as limited partners hereunder, such successor or successors shall execute and shall deliver to the Partnership all documents that may be necessary or appropriate, in the opinion of counsel for the General Partner, to reflect their admission to the Partnership as Limited Partners and their agreement to be bound by the terms and conditions of this Agreement, and shall pay all reasonable expenses connected with such substitution. In the event that any such successor shall refuse, decline, or fail to execute a written counterpart of this Agreement, such person shall not be treated as a Partner of the Partnership for any purposes whatsoever, but only as an assignee, of a right to receive distributions from the Partnership.
Section 18.     Dissolution Events.	
                    The Partnership shall continue in effect until the expiration of its term, unless it shall be dissolved in the manner provided in Section 19 hereof due to the happening of any of the following events:
                    (a)     The determination by the General Partner, in its sole discretion, to dissolve the Partnership; provided, however, that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the General Partner or its designee.	
 	
                    (b)     The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment;	
 	
                    (c)     The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership;	
-19-

                    (d)     The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom;	
 	
                   (e)     The General Partner:	
 	
                              (i)     makes an assignment for the benefit of creditors;	
 	
                              (ii)     files a voluntary petition in bankruptcy;	
 	
                              (iii)     is adjudicated a bankrupt or insolvent;	
 	
                              (iv)     files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;	
 	
                              (v)     files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or	
 	
                              (vi)     seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties.	
 	
                    (f)     Dissolution by operation of law; or	
 	
                    (g)     The vote of all the Partners.	
 	
Section 19.     Winding up, Liquidation and Dissolution.	
 	
                    (a)     Upon the dissolution of the Partnership under Section 18 of this Agreement, liquidation and winding up shall be carried out by the General Partner, acting as liquidator, in accordance with the provisions of this Section 19, unless a majority in interest of the Partners agree in writing to appoint one or more substitute General Partners and to continue the business of the Partnership as provided in the Act, in which case the business of the Partnership shall be so continued.	
 	
                    (b)     Upon dissolution of the Partnership the business of the Partnership shall continue, if necessary, for the sole purpose of winding up its affairs; provided that the process of winding up may include completion of such work as the General Partner shall consider appropriate. The rights and obligations of the General Partner with respect to management of the Partnership as set forth herein shall continue during the period of such winding up, except that if the General Partner shall have become incapacitated from exercising the management powers set forth herein because the General Partner has been liquidated or dissolved or is subject to a proceeding in bankruptcy, said powers shall pass to the General Partner’s liquidating trustee or trustee or receiver in bankruptcy as appropriate.	
-20-

                    (c)     The assets of the Partnership shall, consistent with Section 19(a), be liquidated as promptly as possible so as to permit distributions in cash, but such liquidation shall be made in an orderly manner so as to avoid undue losses attendant upon liquidation.	
 	
                    (d)     The Partners hereby agree that, notwithstanding the provisions of the Act and any other laws, the proceeds of liquidation and all other assets of the Partnership shall be applied and distributed in the following order of priority:	
 	
                              (i)     in payment of the expenses of liquidation;	
 	
                              (ii)     in payment of debts of the Partnership to creditors other than the Partners in such order and priority as is required by law;	
 	
                              (iii)     to establish reserves deemed reasonable for the ultimate discharge of contingent, unliquidated or unforeseen liabilities or obligations of the Partnership;	
 	
                              (iv)     in payment of debts of the Partnership to Partners who are also creditors; and	
 	
                              (v)     to those Partners having positive Capital Account balances in proportion to such positive balances after giving effect to all contributions, distributions and allocations for all periods.	
                    The intent and purpose of this Section 19(d) is to modify the priorities of distribution set forth in the Act to reflect the understanding and agreement of the Partners.
                    Such distributions shall be made by the end of the Partnership year in which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation).
                    (e)     In the event that complete liquidation of the assets of the Partnership within the period of time prescribed for distributions in Section 19(d) proves impracticable, assets of the Partnership other than cash may be distributed to the Partners in kind. Any asset distributed in kind pursuant to this subparagraph (d) shall be distributed to the Partners, valued at fair market value, in accordance with their Capital Accounts as determined after (i) application of Section 8 of this Agreement; (ii) reduction for distributions of cash and cash-equivalents pursuant to Section 19(b); and (iii) the adjustments to reflect the amount of income, gain, or loss which the Partnership would have recognized if such assets had been sold, as prescribed in Section 7(f)(ii).	
 	
                    (f)     If the General Partner deems it necessary to provide for payments of known or contingent or unforeseen liabilities of the Partnership after the expiration of the time period prescribed for distributions in Section 19(c), then the General Partner may arrange for such payments out of the assets of the Partnership in any manner that does not violate the requirements of Treas. Reg. §1.704-1(b)(2)(ii)(b)(2).	
 	
                    (g)     In connection with the termination of the Partnership, the Partnership’s accountants shall prepare and furnish to each Partner a statement setting forth the assets and liabilities for the Partnership as of the date of complete liquidation.	
-21-

                    (h)     Upon dissolution of the Partnership the General Partner shall contribute to the Partnership an amount of money equal to the lesser of: (i) the deficit balance, if any, in its Capital Account and (ii) the excess, if any, of one and one-hundredths percent (1.01%) of the aggregate capital contributions of the Limited Partners over the capital contributions previously made by the General Partner. Any contributions required under this subparagraph (h) shall be made no later than a date that will permit such contributions to be distributed among the Partners in accordance with the provisions of this Section 19 within the time period provided for such distribution in Section 19(d).	
 	
                    (i)     Upon a termination of the Partnership for federal income tax purposes under Code Section 708(b)(1), other than a termination caused by a dissolution described in Section 18, the amount of any constructive liquidating distributions of the Partnership properties deemed to occur under Treas. Reg. §1.7081(b)(1)(iv) shall be determined in accordance with the positive Capital Account balances of the Partners, as determined after taking into account all Capital Account adjustments for the Partnership taxable year ending upon the date of such termination including, without limitation, the adjustments prescribed in Sections 7(g) and 7(h).	
 	
                    (j)     The liquidation of the Partnership shall be final when all of the Partnership assets have been collected and applied to the Partnership obligations and its remaining assets, if any, have been distributed to the Partners in accordance with this Agreement. Upon the conclusion of such Events, and the completion of the Liquidators’ final accounting, the Partnership shall terminate.	
 	
                    (k)     In the event of any termination of the Partnership, the books and records of the Partnership shall be retained for a period of seven years (by the General Partner or its designee and, if the Partnership is liquidated as a result of the withdrawal of the General Partner, by such person as may be selected by persons holding a majority of the then outstanding Limited Partnership interest).	
 	
                    (l)     The General Partner acting as liquidator (or any other person so acting pursuant to this Agreement) under this Agreement shall be indemnified by the Partnership with respect to all actions taken to liquidate the Partnership in accordance with this Agreement.	
 	
Section 20.     Liabilities.	
 	
                    (a)     No Partner shall be liable to any other Partner or to the Partnership for any damages or liabilities resulting from such Partner acting within the scope of this Agreement except where such Partner has acted in bad faith, with wilful misfeasance or with gross negligence or fraud. The Partnership shall indemnify and hold harmless each Partner from any damage or liability incurred by said Partner by reason of any act or omission performed or omitted by said Partner for or on behalf of the Partnership in accordance with this Agreement (including, without limitation, any damage incurred by the General Partner as a result of actions taken in its capacity as General Partner or in connection with the ownership or operation of the Property) except for damages caused by the bad faith, willful misfeasance or gross negligence of such Partner. The Partnership shall be permitted to advance funds to any Partner who may be indemnified by it for legal expenses and other costs incurred as a result of a legal action if the legal action relates to the performance of duties or services by the indemnified party for or on 	
-22-

behalf of the Partnership, and the indemnified party undertakes to repay the advanced funds in cases in which it would not be entitled to indemnification under this Section 20. Notwithstanding the foregoing, no Partner shall be entitled to indemnification or damages under this Agreement in respect of any liability of such Partner for which the General Partner or an Affiliate is entitled to indemnification from such Partner under the Purchase Agreement.	
 	
                    (b)     Except as otherwise provided in this Agreement or the Act, the Limited Partners shall not be liable for the debts, liabilities, contracts or other obligations of the Partnership.	
 	
Section 21.     Power of Attorney.	
 	
                    (a)     Grant of Power. Each Limited Partner hereby makes, constitutes and appoints the General Partner, and any successor General Partner, with full power of substitution and resubstitution, its agent and attorney-in-fact, for it and in its name, place and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file and/or record this Agreement and to sign, execute, certify, acknowledge, swear to, file and/or record a Certificate of Limited Partnership or any other instruments that may be required in connection with the formation of the Partnership, the conduct of the Partnership’s business or the dissolution and winding-up of the Partnership under the laws of the Commonwealth of Pennsylvania or any other jurisdiction, including without limitation, instruments (i) to reflect the exercise by the General Partner of any of the powers, authorizations or rights granted to it under this Agreement or the taking by the General Partner of any action which it is required, authorized or permitted to take hereunder; (ii) to reflect any amendments made to this Agreement or the cancellation of this Agreement upon the dissolution of the Partnership; (iii) to make any amendments to this Agreement deemed necessary or desirable by the General Partner (x) to comply with Federal or state securities laws or comments made by staff members of any Federal or state agency regulating the issuance of securities, or (y) to better express or carry out the purpose of the Partnership as a title holding partnership for the General Partner, or (z) to better express or carry out the mortgaging or pledging of the Property and any other assets of the Partnership to secure the obligations and liabilities of the General Partner or any Affiliate of the General Partner when deemed appropriate or desirable by the General Partner; (iv) to make filings under fictitious name statutes or other filings required by the Partnership; (v) to reflect the admission to the Partnership of any additional or any substituted Limited Partner, in the manner prescribed in this Agreement; (vi) to cause the Partnership to be qualified to do business in, or, if required, to exist as a limited partnership under the law of, any jurisdiction; and any other instruments which may be required of the Partnership or of the Partners, or deemed desirable by the General Partner. Each Limited Partner authorizes such attorney-in-fact to take any further actions which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as the Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The Limited Partner waives any and all defenses which may be available to the Limited Partner to contest, negate, or disaffirm the actions of any General Partner under the power of attorney herein granted, unless such actions would not entitle the General Partner to indemnification under Section 20(a) above.	
-23-

                    (b)     Nature of Power. The power of attorney granted pursuant to Section 21(a) of this Agreement:	
 	
                              (i)     is a special power of attorney coupled with an interest and is irrevocable;	
 	
                              (ii)     may be exercised by such attorney-in-fact by listing the names of all of the Limited Partners who are to be parties to any agreement, certificate, instrument or document, with the signatures of such attorney-in-fact together with the recital that it acts as attorney-in-fact for all of them; and	
 	
                              (iii)     shall survive the death, bankruptcy or mental incapacitation of the Limited Partner, to the extent it may legally contract for such survival, or the transfer or assignment by it of its interest herein, except that where such transfer or assignment is of all of the interest held by the Limited Partner and the transferee or assignee thereof, with the consent of the General Partner, is admitted as a substituted limited partner, the power of attorney given by the transferor shall survive such transfer or assignment for the sole purpose of enabling such attorney-in-fact to execute, acknowledge, swear to, and file any agreement, certificate, instrument or document necessary to effect such substitution.	
 	
                    (c)     Execution of Additional Documents. Upon request of the General Partner, the Limited Partner shall promptly execute all certificates, agreements and other documents necessary or desirable for the General Partner to accomplish all such filings, recordings, publications and other acts as it determines may be appropriate to comply with (i) the requirements for the formation, operation, amendment or dissolution, as the case may be, of a limited partnership under the laws of the Commonwealth of Pennsylvania and (ii) similar requirements of applicable law in all other jurisdictions where the Partnership proposes to conduct business or (iii) as may be necessary and appropriate to advance the business and achieve the goals of the Partnership.	
 	
Section 22.     Successors and Assigns.	
                    Except as otherwise set forth in this Agreement, the terms, covenants and agreements herein contained shall inure to the benefit of and be binding upon the successors, heirs and assigns of the parties hereto. This Agreement and the rights and obligations set forth herein may not be assigned or delegated by any party without the written consent of each other party hereto, except as provided herein.
Section 23.     Notice.	
                    Any notice or communication required or referred to herein shall be in writing and transmitted by personal delivery or by registered or certified mail, postage prepaid, or by Federal Express or other nationally recognized overnight courier service, addressed to such Partner at the address set forth below or to such other address as such Partner may hereafter designate to the other Partners in accordance herewith.
-24-

                    If to the General Partner:
                    Brandywine Operating Partnership, L.P.
                    401 Plymouth Road
                    Suite 500
                    Plymouth Meeting, PA 19462
                    Attention: General Counsel	
                    If to a Limited Partner, to the address set forth on Exhibit “A” hereto:
                    Any notice shall be deemed to have been given on the day next following the day of such delivery, mailing or deposit with a courier service.
Section 24.     Certain Matters.	
 	
                    (a)     Notwithstanding anything contained herein to the contrary, in the event that any real estate investment trust (a “REIT”) holds a direct or indirect interest in the Partnership, unless waived in writing by the REIT, the parties hereto, and their respective successors and assigns, shall conduct their operations in a manner that shall permit the REIT to continue to qualify as a real estate investment trust under Code Sections 856 through and including 860 as amended, and under other applicable provisions of the Code and the Regulations thereunder.	
 	
Section 25.     Governing Law.	
                    This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Section 26.     Entire Agreement.	
                    This Agreement (including the exhibits and schedules hereto) together with the Purchase Agreement contains the entire understanding between the parties and supersedes any prior written or oral agreements or understandings between them with respect to the subject matter hereof.
Section 27.     Captions.	
                    Section titles or captions contained in this Agreement are inserted only for reference and in no way define, limit, extend or describe the scope or intent of any provision of this Agreement.
Section 28.     Amendment.	
 	
                    (a)     Except as set forth below, the General Partner shall have the power and authority, in its discretion and without the consent of any other Partner, to amend any or all of the provisions of this Agreement (whether to admit new or substitute Partners or to issue additional Partnership Interests or to establish the rights, privileges, duties and obligations of any 	
-25-

Partner or class of Partnership Interest or otherwise), provided, however, that without the consent of the Continuing Partner, the General Partner shall not amend this Agreement:	
 	
                              (i)     To require the Continuing Partner to make any additional Capital Contribution to the Partnership, to loan any money to the Partnership, or otherwise to incur any liability or obligation to the Partnership or to third parties not provided for in this Agreement on the date hereof;	
 	
                              (ii)     To subject the Continuing Partner to any liability for the obligations of the Partnership;	
 	
                              (iii)     To reduce the Continuing Partner’s Capital Account balances or to eliminate the requirement that liquidating distributions be made in accordance with positive Capital Account balances or otherwise to abridge or diminish the economic rights of the Continuing Partner under this Agreement as in effect on the date hereof, except as provided for in Sections 5(b)and 5(c); or	
 	
                              (iv)     To amend any of the provisions of Sections 5 (except as provided in Sections 5(b) and 5(c)), 7, 8, 9, 12, 14, 18, 19, 20 or 28 so as to increase the obligations or diminish the rights of the Continuing Partner as on the date hereof;	
 	
                    (b)     Any amendment to this Agreement that is permitted hereunder may be made either by amending this Agreement or by addendum hereto. Any such amendment or addendum shall be set forth in a writing and a copy of the Agreement, as amended, or the addendum, as appropriate, shall be provided to each Partner promptly after it becomes effective.	
 	
                    (c)     This Agreement may only be amended by the General Partner acting pursuant to the grants of power and authority made hereby.	
 	
Section 29.     No Third Party Beneficiary.	
                    Any agreement to pay any amount and any assumption of liability herein contained, express or implied, shall be only for the benefit of the Partners and their respective heirs, successors, and assigns, and such agreements and assumptions shall not inure to the benefit of the obligees of any indebtedness or any other party whatsoever, it being the intention of the Partners that no one shall be deemed to be a third party beneficiary of this Agreement.
Section 30.     Estoppels, Etc.	
 	
                    (a)     Each Partner shall, upon not less than 15 days written notice from any other Partner, execute and deliver to such other Partner a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Partner’s knowledge, any uncured defaults on the part of the other Partner, specifying such defaults if any are claimed. Any such statement may be relied upon by third parties.	
 	
                    (b)     If a Partner is a trust (with or without disclosed beneficiaries), general partnership, limited partnership, joint venture, corporation, or any entity other than a natural 	
-26-

person, the Partnership and the Partners shall not be required to determine the authority of any person signing this Agreement on behalf of any such entity to make any commitment or undertaking on such entity’s behalf, to determine any fact or circumstance bearing upon the existence of the authority of such entity or person, or to see to the application or distribution of proceeds paid or credited to persons signing on behalf of such entity, and shall be entitled to rely on the authority of the person signing this Agreement with respect to the voting of the Partnership’s interest by such entity and with respect to the giving of consent on behalf of such entity in connection with any matter for which consent is permitted or required under this Agreement. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership, and no person is intended to be, or shall be deemed, a third party beneficiary of any provision of this Agreement.	
 	
Section 31.     No Waiver.	
                    No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach hereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.
Section 32.     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.
-27-

                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.
 	GENERAL PARTNER	
 	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	 	 	
 	By:	BRANDYWINE REALTY TRUST, its General Partner	
 	 	 	
 	 	By:	/s/ Gerard H. Sweeney    	
 	 	          Name: 	Gerard H. Sweeney	
 	 	          Title:	President	
 	 	 	
 	LIMITED PARTNERS	
 	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	

 	By: 	BRANDYWINE REALTY TRUST, its General Partner	
 	 	 	
 	 	By:	/s/ Gerard H. Sweeney    	
 	 	          Name: 	Gerard H. Sweeney	
 	 	          Title:	President	
 	 	 	
 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	 	 	
 	By:      	BRANDYWINE WITMER, LLC,	
 	 	General Partner	

 	 	By:	/s/ Gerard H. Sweeney    	
 	 	          Name: 	 	
 	 	          Title:	  	
 	 	 	
-28-

EXHIBIT “A”
Identity and Interests of Partners
I.     GENERAL PARTNER	 	 	 	 	
 	 	 	 	 	
     Name and Address	Capital	  	Profits	 	
	Interest		Interest		
 	 	 	 	 	
Brandywine Operating Partnership, L.P.
401 Plymouth Road, Suite 500
Plymouth Meeting, PA 19462	2.0	%	2.0	%	
 	 	 	 	 	
II.     LIMITED PARTNERS	 	 	 	 	
 	 	 	 	 	
     Name and Address	Capital
Interest	 	Profits
Interest	 	
 	 	 	 	 	
Brandywine Operating Partnership, L.P.
401 Plymouth Road, Suite 500
Plymouth Meeting, PA 19462	87.0	%	97.0	%	
 	 	 	 	 	
Witmer Operating Partnership I, L.P.
401 Plymouth Road, Suite 500
Plymouth Meeting, PA 19462	11	%	1	%	
-29-

Exhibit 3.84
 	 	 	Filed this_______day of	 	
 	 	 	MAY 24 1989, 19    .	 	
APPLICANT’S ACCOUNT NO.	 	 	Commonwealth of Pennsylvania	 	
DSCB:59-1.2 (Rev. 1-76)	 	 	Department of State	 	

Filing Fee: $75 	1509643	 	 	 	
LTD-46	Line for Numbering 	 	
Limited Partnership Certificate	 	 	 	 	
 	 	 	 	 	
COMMONWEALTH OF PENNSYLVANIA	 	 	 	 	
             DEPARTMENT OF STATE 	 	 	Secretary of the Commonwealth 	 	
             CORPORATION BUREAU	 	 	 	 	
 	 	 	_____________________	 	
 	 	 	          (Box for Certification) 	 	
 	
     In compliance with the requirements of 59 Pa.C.S. §512 (relating to formation), the undersigned, desiring to form a limited partnership, hereby certify that:	
 	
       1.       The name of the partnership is: ‘‘Project 114-A, a Limited Partnership’’.	
 	
       2.     The character of the business of the partnership is: owning and holding legal title to certain real property located on Lot 114-A, Oaklands Business Parks, Inc., West Whiteland Township, Chester County, Pennsylvania and constructing an office and manufacturing building of approximately 57,000 square feet with on-site parking and doing any and all things necessary and incidental thereto including, without limitation, acquiring, owning, managing, mortgaging, leasing, exchanging, developing and selling the property.	
 	
       3.     The location of the principal place of business of the Partnership is: 600 West Lincoln Highway, Exton, Pennsylvania 19341.	
 	
       4.       The names and places of residence of the general partner is:	
 	 	
NAMES	ADDRESS	
 	 	
Oaklands Business Parks, Inc.	600 W. Lincoln Highway
Exton, PA 19341 	

       5.      The names and places of residence of, and the amount contributed by each limited partner are set forth in Exhibit A which is annexed hereto and incorporated herein.	
 	 	
       6.      The term of the partnership shall continue until December 31, 2079.	
 	 	
       7.      No general or limited partner has agreed to make any additional contributions to the partnership.	
 	 	
       8.      No time has been agreed to when the contribution of each Limited Partner is to be returned.	
 	 	
       9.       The share of profits or other compensation by way of income which each Limited Partner shall receive by reason of his contribution is a percentage of the Partnership’s profits and losses and of any distributions by the Partnership to the Partners, equal to the percentage indicated opposite his name on Exhibit A hereof.	
 	 	
       10.      No limited partner has the right to substitute an assignee as contributor in his place.	
 	 	
       11.      No right is given to the Partners to admit additional limited partners.	
 	 	
       12.      No Limited Partner has priority over any other Limited Partner as to contributions or as to compensation by way of income except as provided in Article VI C., a copy of which is attached hereto and marked Exhibit B.	
 	 	
       13.      Upon the bankruptcy, expulsion, receivership or liquidation of the General Partner or upon an assignment for the benefit of creditors by the General Partner or upon the occurrence of any other legal incapacity, retirement or resignation of the General Partner, the remaining partners may continue the business of the partnership in accordance with the provision of Article X of the Partnership Agreement, a copy of which is attached hereto and marked Exhibit C.	
 	 	
       14.           No right is given to a Limited Partner to demand and receive property, other than cash, in return for his contribution.	

     IN WITNESS WHEREOF, the undersigned partners have caused this Certificate to be signed this ___ day of May, 1989. 
GENERAL PARTNER:	OAKLANDS BUSINESS PARKS, INC.	
 	 	
 	BY: /s/ James J. Gorman                                	
 	 	
LIMITED PARTNERS:	/s/ James J. Gorman                                       	
 	JAMES J. GORMAN 	
 	 	
	/s/  CHRISTOPHER J. KNAUER	
 	CHRISTOPHER J. KNAUER	

EXHIBIT A TO CERTIFICATE OF 
LIMITED PARTNERSHIP OF 
PROJECT 114-A, A LIMITED PARTNERSHIP 
 	 	 	 	Percentage of	 	
Name of Limited Partner	 	 	 	Profits, Losses	 	
and Place of Residence	 	Case Contribution	 	and Distributions	 	
	 		 		 	
Christopher J. Knauer	 	$10.00	 	49.5%	 	
325 St. James Road	 	 	 		 	
West Chester, PA 19380	 	 	 		 	
 	 	 	 		 	
James J. Gorman	 	$10.00	 	49.5%	 	
45 Righters Mill Road	 	 	 	 	 	
Narberth, PA 19072	 	 	 	 	 	

EXHIBIT B 
       C       Distributions of net proceeds upon any sale exchange or other disposition of the property of the Partnership or the net proceeds resulting from any refinancing of any mortgage on such property shall be allocated: 
              (a)     To reimburse the general partner or Christopher J. Knauer and/or James J. Gorman for any sums advanced pursuant to Article XV C. hereof or any other advances made by them for any partnership purposes plus interest thereon at the prime rate of Fidelity Bank from time to time outstanding plus two percent (2%) interest per annum from the date of each such advance. 
              (b)     To each of the Partners to return any capital contributions (other than contributions made pursuant to subparagraph (a) above) made by any such Partners, without interest. 
              (c)     The balance thereof to all of the Partners in proportion to their percentage interest in the Partnership set forth in Article VI, Section A hereof. 

Article X
Disabling Event, Dissolution and Termination	
 	 	 	
       A.        Disabling Event. A disabling event shall be deemed to be the occurrence of any one of the following events:	
 	 	 	 	
 	 	1.  	The bankruptcy, expulsion, receivership, or liquidation of a General Partner, or an assignment for the benefit of creditors by a General Partner; or	
 	 	 	 	
 	 	2.  	The occurrence of any other legal incapacity with respect to a General Partner; or	
 	 	 	 	
 	 	3.  	The retirement or resignation of a General Partner.	
 	 	 	
       B.        Effect of Disabling Event. Following a disabling event, the affairs of the Partnership shall not be wound up in the event there is a General Partner remaining, but the business shall be continued by the remaining General Partner and Limited Partners under the terms of this Agreement.	
 	
     Should the Partnership be dissolved and all of the General Partners cease to serve, then a majority in Interest of the Limited Partners may elect to continue the business of the Partnership at any time within sixty (60) days following the date of the dissolution by designating a successor General Partner.	
  	 	
     Should the Partnership be dissolved, but the business of the Partnership be continued, then the Certificate of Limited Partnership shall be amended and the reconstituted Limited Partnership shall succeed to all the Property of the Partnership and all the obligations secured thereby.	
 	
EXHIBIT C	

Microfilm Number_________	 	 	Filed with the Department of State on JUN 30 1997	 	
 	 	 	 	 	
Entity Number 1509643	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP 
DSCB:15-8512 (Rev 90) 
     In compliance with the requirements of 15 PaC.S. § 8512 (relating to certificate of amendment), The undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that: 
1.	The name of the limited partnership is: Project 114A, a Limited Partnership	

2.	The date of filing of the original Certificate of Limited Partnership is: May 24 , 1989	
	 	  	 	
3.	(Check, and if appropriate complete, one of the following):	 	
	 	 	 	
		The amendment adopted by the limited partnership, set forth in full, is as follows:	
	 	 		
	 	Withdrawal of the General Partner, Oaklands Business Parks, Inc. – 1% Addition of General Partners:	
	 	 		
 	 	James J. Gorman	1/2% General Partner	
 	 	 	 	
 	 	Christopher J. Knauer	1/2% General Partner	
	 	 		
		The amendment adopted by the limited partnership is set forth in full in Exhibit A attached hereto and made a par hereof.	
	 			
4.	(Check, and it appropriate complete, one d the following):		
	 			
		The amendment shall be effective upon filing this Certificate of Amendment in the Department of State.	
	 	 	 	
		The amendment shall be effective on:   June 15, 1997    at    12:00 noon   
                                                                              Date                    Hour	
	 			
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
	 			
		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
	 			
	IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 17th day of June, 1997.	

	 	 	Project 114A, a Limited Partnership	
	 	 		
	 	 	(Name of Partnership)	
	 			
	 	BY:    	 /s/ JAMES J. GORMAN 	
 	 			
	 		JAMES J. GORMAN (Signature)	
 	 		 	
 	 	BY:   	 /s/ CHRISTOPHER J. KNAUER	
 	 	 		
 	 	 	CHRISTOPHER J. KNAUER	
 	 	 	 	
TITLE:   	General Partners	

 
Microfilm Number _________	 	 	Filed with the Department of State on AUG 26 1998	 	
 	 	 	 	 	
Entity Number 1509443	 	 	XXXXXX

 	 	 	Secretary of the Commonwealth	 	
 	
CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB:15-8512 (Rev 90)	
 	
In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend and restate its Certificate of Limited Partnership, hereby certifies that:	
 	 	
1  	The name of the limited partnership is:    PROJECT 114-A, A LIMITED PARTNERSHIP.	
 	 	
2.  	The date of filing of the original Certificate of Limited Partnership is: May 24, 1989, as amended on June 30, 1997.	
 	 	
3.  	The amendment adopted by the limited partnership, set forth in full, is as follows:	
 	 	 	
 	a.  	The name of the partnership is hereby changed to 440 CREAMERY WAY ASSOCIATES, L.P.	
 	 	 	
 	b.  	OakIands Business Parks, Inc. hereby withdraws as general partner of said limited partnership. PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P. is hereby substituted as general partner of the partnership.	
 	 	 	
 	c.  	The address of the general partner is amended as follows:	
 	 	 	
 	 	1160 W. Swedesford Road, Suite 140 
Southpoint One 
Berwyn, Pennsylvania 19312	
 	 	
4.  	The amendment shall be effective upon filing this Certificate of Amendment in the Department of State.	
 	 		
5.  	This restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	

  	 	
IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 25th day of August, 1998.	
 	 	
 	440 CREAMERY WAY ASSOCIATES, L.P., a Pennsylvania limited partnership	
 	 	
 	WITHDRAWING GENERAL PARTNER:	
 	 	
 	Oaklands Business Parks, Inc., a Pennsylvania corporation	
 	 	
 	By: /s/ JAMES J. GORMAN               	
 	Name: JAMES J. GORMAN               	
 	Title:  Pres.                                       .	
 	 	
 	SUBSTITUTED GENERAL PARTNER:	
 	 	
 	Prentiss Properties Acquisition Partners, L.P., its sole general partner	
 	 	
 	By:   Prentiss Properties I, Inc., general partner	
 	 	
 	By:   /s/ Henry C. Gulbrandsen                        	
 	        Henry C. Gulbrandsen, Jr. Vice President	

 
 	 	 	 	 	
Microfilm Number_________	 	 	Filed with the Department of State on APR 12 2001	 	
 	 	 	 	 	
Entity Number                           	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
 	 	 	 	 	
CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB:15-8512 (Rev 90)
          In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited desiring to amend its Certificate of Limited/Partnership, hereby certifies that: 
 	 	
1.	The name of the limited partnership is 440 Creamery Way Associates, L.P.	
 	 	
2.	The date of filing of the original Certificate of Limited Partnership is: May 24 , 1989	
	 	  	 	
3.	(Check, and if appropriate complete, one of the following):	 	
	 	 	 	
		The amendment adopted by the limited partnership, set forth in full, is as follows:	

 	 	 	

 			

 	 	 	 	
		The amendment adopted by the limited partnership is set forth in full in Exhibit A attached hereto and made a part hereof.	

4.	(Check, and it 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	

5.	(Check if the amendment restates the Certificate of Limited Partnership):	

		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
	 			
	IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 12th day of June, 1997.	

 	 	 	
WITHDRAWING GENERAL PARTNER:	 	NEW GENERAL PARTNER:	
 	 	 	
440 Creamery Way Associates, L.P., a Pennsylvania limited partnership	 	Brandywine Operating Partnership, L.P., a Delaware limited partnership	
By: Prentiss Properties Acquisition Partners L P., its sole general partner	By:   	Brandywine Realty Trust, general partner	
By: Prentiss Properties I, Inc., a Delaware Corporation, its general partner:		 	
 		 	
BY: XXXXXX	BY:   	XXXXXX	
 	 	 	
TITLE: Senior Vice President	TITLE:   	President and Chief Executive Officer	

 
 	
     EXHIBIT A	
 	
     CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP	
 	
     440 CREAMERY WAY ASSOCIATES, L.P.	
 	
Article 2 and Article 3 of the Certificate of Limited Partnership of 440 Creamery Way Associates, L.P. are hereby amended in their entirety as follows:	
 	 	
2.  	The address of this limited partnership’s registered office in this Commonwealth is.	
 	
 	14 Campus Boulevard, Suite 100, Newtown Square, PA 19073-3280	
 	 	
3.  	The name and business address of the general partner of the partnership is:	
 	 	
 	Brandywine Operating Partnership. L.P. 
14 Campus Boulevard, Suite 100, Newtown Square, PA 19073-3280	

 
 	
PENNSYLVANIA DEPARTMENT OF STATE	
CORPORATION BUREAU	
						
Certificate of Amendment-Domestic	
(15 Pa. C.S.)	
 	 	 	 	 	 	 	 	
Entity Number

1539643	 	 	 	 	 	
 	 	 	 	 	 	 	 	
 	 	 	 	 	 Limited Partnership (§ 8512)	 	 	
 	 	 	 	 	 Limited Liability Company (§ 8951)	 	 	
 	 	 	 	 	 	 	 	
 	 	 	 	Document will be returned to the name and address you enter to the left.
	
 	Name	PEPPER HAMILTON LLP			
 				
 	Address	200 ONE KEYSTONE PLAZA			
 	 	NORTH FRONT AND MARKET STREETS			
 	 	P.O. BOX 1191			
 		 	 	
 	City	State	 	 	Zip Code	 	 	
 	 	HARRISBURG, PA 17108-1181	 	 	

 	 	 	
Fee: $52	 	Filed in the Department of State on Jun 06 2002	 	

 	 	XXXXXX	 	
 	 		 	
 	 	Acting 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: 44 Creamery Way Associates, L.P.	 	

 	 	 	 	
 	 	 	 	
 	2.  	The date of filing of the original Certificate of limited Partnership/Organization: 5-24-89	 	

 	 	 	 	
 	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	 	

 

 	5.  	Check if the amendment restates the Certificate of Limited Partnership/Organization:	
 	 	 	
 		The restated Certificate of Limited Partnership/Organization supersedes the origiinal 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
4th day of June 2002 

440 Creamery Way Associates, L.P.	 	
 	 		 	
 	 	Name of Limited Partnership/Limited Liability Company	 	

 	 	Signature	 	
 	 	 	 	
 	 	(See Exhibit B attached)	 	
 	 		 	
 	 	Title	 	

 
EXHIBIT A 
TO CERTIFICATE OF AMENDMENT 
440 CREAMERY WAY ASSOCIATES. L.P. 
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows: 
‘‘Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting. PA 19462, Montgomery County.’’
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows: 
‘‘Article 6. The name and business address of each general partner is: Brandywine Operating Partnership, L.P., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.’’
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows: 
‘‘Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.’’

EXHIBIT B 
to 
CERTIFICATE OF AMENDMENT

of 

440 CREAMERY WAY ASSOCIATES, L.P. 
  
By:    	Brandywine Operating Partnership, L.P., a Delaware limited partnership   General Partner 	
	 	
By:    	Brandywine Really Trust, a Maryland real estate trust	
	 	
By:    	/s/ Brad A. Molotsky, Secretary	
 		
	Brad A. Molotsky, Secretary	

Exhibit 3.85
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
440 CREAMERY WAY ASSOCIATES, L.P.
Dated as of April 13, 2004

TABLE OF CONTENTS
 	 	 	 	 	 	Page	 	
 	 	 	 	 			 	
Section 1. 	 	 	 	 	 	1	 	
 	 	 	 	 	 	 	 	
Section 2. 	 	 	Partnership Purposes.	 	 	2	 	
 	 	 	 	 	 	 	 	
Section 3. 	 	 	Term of Partnership.	 	 	3	 	
 	 	 	 	 	 	 	 	
Section 4. 	 	 	Principal Place of Business; Registered Office.	 	 	3	 	
 	 	 	 	 	 	 	 	
Section 5. 	 	 	Partnership Interests.	 	 	3	 	
 	 	 	 	 	 	 	 	
Section 6. 	 	 	Management.	 	 	4	 	
 	 	 	 	 	 	 	 	
Section 7. 	 	 	Capital.	 	 	8	 	
 	 	 	 	 	 	 	 	
Section 8. 	 	 	Allocation of Income and Losses.	 	 	12	 	
 	 	 	 	 	 	 	 	
Section 9. 	 	 	Distributions.	 	 	13	 	
 	 	 	 	 	 	 	 	
Section 10. 	 	 	Actions and Compensation of Partners.	 	 	14	 	
 	 	 	 	 	 	 	 	
Section 11. 	 	 	Transactions with Affiliates.	 	 	14	 	
 	 	 	 	 	 	 	 	
Section 12. 	 	 	Books, Records and Financial Reports.	 	 	15	 	
 	 	 	 	 	 	 	 	
Section 13. 	 	 	Restrictions on Transfer.	 	 	16	 	
 	 	 	 	 	 	 	 	
Section 14. 	 	 	Take Along Rights.	 	 	17	 	
 	 	 	 	 	 	 	 	
Section 15. 	 	 	Admission of Additional Partners.	 	 	18	 	
 	 	 	 	 	 	 	 	
Section 16. 	 	 	Representations, Warranties and Covenants.	 	 	18	 	
 	 	 	 	 	 	 	 	
Section 17. 	 	 	Bankruptcy of a Limited Partner.	 	 	19	 	
 	 	 	 	 	 	 	 	
Section 18. 	 	 	Dissolution Events.	 	 	19	 	
 	 	 	 	 	 	 	 	
Section 19. 	 	 	Winding up, Liquidation and Dissolution.	 	 	20	 	
 	 	 	 	 	 	 	 	
Section 20. 	 	 	Liabilities.	 	 	22	 	
 	 	 	 	 	 	 	 	
Section 21. 	 	 	Power of Attorney.	 	 	23	 	
 	 	 	 	 	 	 	 	
Section 22. 	 	 	Successors and Assigns.	 	 	24	 	
 	 	 	 	 	 	 	 	
Section 23. 	 	 	Notice.	 	 	24	 	
 	 	 	 	 	 	 	 	
Section 24. 	 	 	Certain Matters.	 	 	25	 	
 	 	 	 	 	 	 	 	
Section 25. 	 	 	Governing Law.	 	 	25	 	
 	 	 	 	 	 	 	 	
Section 26. 	 	 	Entire Agreement.	 	 	25	 	
 	 	 	 	 	 	 	 	
Section 27. 	 	 	Captions.	 	 	25	 	
 	 	 	 	 	 	 	 	
Section 28. 	 	 	Amendment.	 	 	25	 	
 	 	 	 	 	 	 	 	
Section 29. 	 	 	No Third Party Beneficiary.	 	 	26	 	
 	 	 	 	 	 	 	 	
Section 30. 	 	 	Estoppels, Etc.	 	 	26	 	
 	 	 	 	 	 	 	 	
Section 31. 	 	 	No Waiver.	 	 	27	 	
 	 	 	 	 	 	 	 	
Section 32. 	 	 	Severability.	 	 	27	 	
-i-

          This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”) of 440 Creamery Way Associates, L.P., a Pennsylvania limited partnership (the “Partnership”), is made and entered into as of April 13, 2004, by and among Brandywine Operating Partnership, L.P. (“BOP”), a Delaware limited partnership, in a capacity as both a general partner (in such capacity, the “General Partner”), and a limited partner (in such capacity, a “Limited Partner”), and Witmer Operating Partnership I, L.P. (“Witmer”), as a limited partner (together with BOP in BOP’s capacity as a limited partner and together with any person or persons who may hereafter be admitted to the Partnership as a limited partner, individually, a “Limited Partner” and collectively the “Limited Partners”). The General Partner, the Limited Partners and such other persons as may become partners of the Partnership in accordance with this Agreement are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner.”
          By Certificate of Limited Partnership filed with the Secretary of State of the Commonwealth of Pennsylvania on May 24, 1989, 440 Creamery Way Associates, L.P. (the “Partnership”) was formed. Immediately prior to August 27, 2001 (the date of the first amended and restated agreement of limited partnership), the partners in the Partnership consisted of BOP, as the General Partner and as a Limited Partner, PPAP, as a Limited Partner, and James J. Gorman (“Gorman”) and Christopher J. Knauer (“Knauer”), also as limited partners. Immediately prior to the date hereof, the partners in the Partnership consisted of BOP, as the General Partner and as a Limited Partner, and Prentiss Properties Acquisition Partners, L.P. (“PPAP”), as a Limited Partner.
          On the date hereof, PPAP has transferred to Witmer all of its right, title and interest in and to the Partnership (consisting, in each case, of an 11% “Capital Percentage Interest” and a 1% Profit Percentage Interest”, as each such term is defined in the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 27, 2001 (the “Prior Partnership Agreement”)), and PPAP has withdrawn completely from the Partnership, and BOP and Witmer desire to amend and restate in its entirety the Prior Partnership Agreement, as amended.
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that PPAP has withdrawn as a limited partner of the Partnership, and the Prior Partnership Agreement is hereby amended and restated in its entirety, as follows:
Section 1. Continuation, Partners and Name.
          (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect in the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”), for the purposes set forth in Section 2 hereof. The Partners shall consist of BOP, as the sole General Partner, and BOP and Witmer, as Limited Partners. The business and affairs of the Partnership shall be conducted under the name set forth above or such other name as the General Partner shall, in its sole discretion, designate in writing.	
 	
          (b)     By executing this Agreement each Partner hereby agrees that the Partnership shall be governed by the Act except as otherwise herein expressly stated. 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, or as may be necessary or appropriate to permit the Partnership to engage in the activities contemplated by Section 2 hereof; and the Partners shall further obtain such business licenses, certificates of qualification and other evidences of authority and shall execute all certificates, notices, statements, and other instruments as may from time to time during the term of the Partnership be necessary or appropriate in the opinion of the General Partner to the achievement of the purposes set forth in Section 2 or as may be required by applicable law so that the Partnership may conduct its business and own the Property (as defined herein).
Section 2. Partnership Purposes.
          The purpose of the Partnership is to directly, or indirectly through one or more Affiliates (as defined below), acquire, own, hold, construct, develop, maintain, lease, mortgage, encumber, operate, sell and/or transfer, convey or exchange one or more parcels of land and any buildings and improvements now existing or hereafter constructed thereon (collectively, the “Property”) and to enter into and perform any and all other activities as may be incidental or related thereto. To carry out these purposes the Partnership shall, subject to the terms of this Agreement and any other agreement entered into by the Partnership, have and exercise all powers now or hereafter permitted by the laws of the Commonwealth of Pennsylvania to be exercised by a limited partnership formed under the laws of that state, and to do any and all things not prohibited by law in furtherance of the business of the Partnership. Without limiting the foregoing, the Partnership shall have the right, power, and authority to: directly or indirectly, sue and be sued in all courts and participate in all proceedings; hold, purchase, receive, lease or otherwise acquire, own, improve, employ, use and deal in and with real or personal property or any interest therein; hold title to any or all of its property in the name of any partnership, corporation or other entity, including the General Partner; sell, convey, lease, exchange, transfer or otherwise dispose of or mortgage or pledge all or any of its property and assets, or any interest therein; wind up and dissolve itself as provided in this Agreement; enter into any contract (including any contracts of guaranty and suretyship with respect to the obligations of the Partnership or third parties, including any Affiliates), agreement, undertaking, arrangement, or any joint venture, partnership or association of any kind; incur liabilities, borrow or lend money, issue notes, bonds, and other obligations to any person (including, without limitation, the General Partner and other Affiliates), and secure any of its obligations (or obligations of its Affiliates) by mortgage, pledge or other encumbrance of all or any of its property (including, without limitation, mortgages in favor of or securing obligations of third parties, including its Affiliates, that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of the same or other parties, including Affiliates), franchises, and income; issue additional securities of any type, including interests, rights, options, or warrants; lend money, invest and reinvest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested; hire any and all persons as employees, agents, independent contractors, consultants or otherwise; provide insurance for its benefit on the life of any of its Partners or their partners, officers, directors or employees; guaranty, purchase, take, receive, subscribe for or otherwise acquire, own, hold, use or otherwise employ securities or interests in any entity (including joint ventures, corporations, and general and limited 
-2-

partnerships); and to take or cause to be taken all actions and to perform all functions necessary or appropriate to conduct the business of the Partnership.
          As used herein, the term “Affiliate” shall mean any corporation, partnership or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Partnership. The Affiliates of the Partnership include on the date hereof (without limitation) the General Partner and any partnership in which the General Partner or the Partnership is a general partner.
Section 3. Term of Partnership.
          The term of the Partnership has commenced and shall continue until December 31, 2094, unless earlier dissolved pursuant to the terms of Section 18 hereof or by operation of law.
Section 4. Principal Place of Business; Registered Office.
          The principal place of business and the registered office of the Partnership is at the offices of the General Partner, 401 Plymouth Road, Suite 500, Plymouth Meeting, Pennsylvania 19462 or at such other location as the General Partner shall from time to time determine.
Section 5. Partnership Interests.
          (a)     The Partnership shall initially have two classes of partnership interests (“Partnership Interests”): (i) general partnership interests (“General Partnership Interests”); and (ii) limited partnership interests (“Limited Partnership Interests”).	
 	
          (b)     The General Partner may in its sole discretion cause the Partnership to create and issue such additional classes of Partnership Interest with such rights, privileges, and franchises as it determines to be appropriate. Any such issuance may be made by the General Partner, acting singly without the consent of any other Partner, by setting forth either in an amendment or an addendum to this Agreement, the relative rights, obligations, duties, and preference of each new class of securities or interests that is created. A copy of this Agreement as so amended, or the addendum as so adopted, as the case may be, shall be provided to each other Partner. All filings necessary to be made under the Act or applicable law in connection with the creation of any such interest shall be made by the General Partner on behalf of the Partnership. No Partner shall have any preemptive or other rights to subscribe for or acquire any additional securities, interests or indebtedness which may be issued by the Partnership.	
 	
          (c)     The General Partner may solicit and accept additional capital contributions from any Partner or other person and/or cause the Partnership to issue additional partnership interests, rights, options or warrants exercisable for or convertible into partnership interests, or any other “securities” of any type or class whatsoever. Any such securities may be issued for cash, property, services, or such other type, form, and amount of consideration (including notes, other evidences of indebtedness or obligations of the person acquiring the security as the case may be) as the General Partner may determine to be appropriate.	
-3-

          (d)     Any person may hold more than one class of Partnership Interest at the same time, and in such event shall for the purposes of this Agreement be separately entitled to the rights afforded a Partner in each of such classes under this Agreement. To the extent that a General Partner contributes to the capital of the Partnership as a Limited Partner or purchases any Limited Partner’s Partnership Interest, it shall be treated in all respects as a Limited Partner as to such interest.	
 	
          (e)     No Limited Partner shall either directly or indirectly take any action to require partition or appraisal of the Partnership or any of its assets or properties or cause the sale of any Partnership property, and notwithstanding any provision of applicable law to the contrary, each Partner (and its or his legal representatives, successors or assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its or his Partnership Interest, or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement.	
 	
          (f)     All real and personal property owned by the Partnership shall be owned by the Partnership as an entity, and insofar as permitted by applicable law, no Partner shall have any ownership interest in such property in his or its individual name or right. Each Partner’s interest in and to all Partnership property shall be personal property for all purposes. Without limiting or expanding the foregoing, to the extent allowable under applicable law, the Partnership may hold title to all or any part of its properties or assets in the name of an individual, corporation, partnership, trust or otherwise, the beneficial interest in which shall at all times be vested in the Partnership, and may agree that any such title holders be vested with all or any part of the powers which might otherwise reside in the Partnership. Any such title holder shall perform any and all of their respective functions to the extent and upon such terms and conditions as may be determined from time to time by the General Partner in its sole discretion. All Partnership assets shall be recorded as the property of the Partnership on its books and records, regardless of the name in which legal title may be held.	
 	
Section 6. Management.
          (a)     The General Partner. The Partnership shall be managed by or under the sole direction of the General Partner. All decisions relating to the business and affairs of the Partnership shall be made, and all action proposed to be taken by or on behalf of the Partnership shall be taken, by or under the direction of the General Partner in its sole and absolute discretion and without the consent of the Limited Partners. All such decisions or actions made or taken by or under the direction of the General Partner hereunder shall be binding upon all of the Partners and the Partnership. All approvals, consents, or ratifications of actions taken by the General Partner required herein may be prospective or retroactive.	
 	
          (b)     Specific Power and Authority of the General Partner. The General Partner shall have and exercise, and is hereby granted, all of the powers of the Partnership and full, exclusive, and complete authority and discretion in the management and control of the Partnership. Without limiting the foregoing, the power and authority of the General Partner to make all decisions with respect to the business and affairs of the Partnership and to take such action for and on behalf of the Partnership as it may deem necessary or appropriate to enable the 	
-4-

Partnership to carry out its purposes shall include, without limitation, the full and complete power and authority, without the consent of the Limited Partners, to do the following:
               (i)     borrow money, procure loans and advances from, for and on behalf of the Partnership (including, without limitations, loans made by the General Partner or any Affiliate to the Partnership), cause any Affiliate to borrow money from, for or on behalf of such Affiliate, to guaranty the obligations of any Affiliate for borrowed money, and to repay, discharge, settle, adjust, compromise or liquidate any such loan or advance, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;	
 	
               (ii)     cause the Partnership to lend money (on either a secured or an unsecured basis) to the General Partner, any Affiliate or to any other person or entity on such terms and conditions as the General Partner determines to be necessary or appropriate;	
 	
               (iii)     to secure any loans to the Partnership (including, without limitation, loans from the General Partner or any Affiliate or other person) or to secure loans to any Affiliate or other person or to secure any guaranty by the Partnership of either its obligations or the obligations of any Affiliate or other person, convey, mortgage, pledge, assign, or hypothecate, for and on behalf of the Partnership or any Affiliate of the Partnership all or any part of the Property or other assets of the Partnership; to secure any of its obligations (or any obligation of any of its Affiliates (including obligations of the General Partner)) by mortgage, pledge or other encumbrance of all or any of the Partnership’s property or assets (including, without limitation, mortgages securing obligations of Affiliates or other persons that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of such or other Affiliates and persons); to grant any right which it deems necessary or appropriate to be granted with respect to any properties or assets of the Partnership, including, without limitation, easements and other rights appertaining to real property held by the Partnership;	
 	
               (iv)     execute and deliver for and on behalf of the Partnership or any Affiliate or other person any contract necessary or incidental to the operation of the property or any business of the Partnership (including any contract of guaranty or suretyship), any promissory note, bond, deed of trust, mortgage, security agreement, financing statement, lease, assignment of leases, guaranty, or other obligation or evidence of indebtedness and all instruments required or advisable in connection with any such instrument;	
 	
               (v)     obtain insurance on the Property and any other assets of the Partnership;	
 	
               (vi)     acquire and hold the Property and such other real property, tangible and intangible personal property (including, without limitation, securities or other interests in any entity, and to acquire any such securities or interests in exchange for real or personal property) and other assets as may be necessary or desirable to carry on the business, of the Partnership, or to cause any Affiliate in which the Partnership is a partner or shareholder to acquire and hold real property, tangible and intangible personal property and other assets; and to sell, lease, mortgage, pledge, assign, hypothecate, develop, manage, use, operate, exchange or otherwise dispose of such real property, tangible and intangible personal property and other assets upon such terms and conditions as the General Partner deems necessary or appropriate;	
-5-

               (vii)     construct, develop, maintain, operate, improve and sell any or all properties owned by the Partnership, or cause such properties to be constructed, developed, maintained, and operated and improved by any Affiliate including, expressly, the power and authority to consummate any interim or permanent financing with respect thereto;	
 	
               (viii)     lease the Property and any property owned by any Affiliate and collect all rentals and all other income accruing to the Partnership or such Affiliate, and to pay all acquisition and construction or development costs and all expenses of operation, whether capital or otherwise with respect to the Property and/or such properties owned by an Affiliate;	
 	
               (ix)     prepare, or have prepared, and file all tax returns for the Partnership and make all tax elections for the Partnership, including any election under Section 709 of the Internal Revenue Code of 1986, as amended (the “Code”), to amortize certain organizational expenditures incurred by the Partnership over a period of not less than 60 months, and an election under Code Section 754, provided, however, that the Partner or Partners requesting that the Partnership make such election under Code Section 754 shall reimburse the Partnership for any additional costs incurred by the Partnership in making the election for and on behalf of the Partnership;	
 	
               (x)     institute, prosecute, defend and settle any legal, arbitration or administrative actions or proceedings on behalf of or against the Partnership or any Affiliate or other person (including, without limitation, any insurance claims), as the General Partner, in its sole discretion, may deem necessary or desirable;	
 	
               (xi)     maintain and operate the assets of the Partnership or any Affiliate or other person or any part or parts thereof;	
 	
               (xii)     employ, engage or contract with and dismiss or terminate the employment of, supervise and compensate such persons, firms or corporations for and in connection with the business of the Partnership or any Affiliate and the acquisition, development, improvement, operation, maintenance, management, leasing, financing, refinancing, sale, exchange or other disposition of any assets of the Partnership or any Affiliate or other person or any interest in any of such assets as the General Partner, in its sole discretion, may deem necessary or desirable;	
 	
               (xiii)     pay any debts and other obligations of the Partnership or Affiliate and to cause any Affiliate to pay the debts and obligations of such Affiliate, including amounts due under any construction and permanent financing of improvements and other loans to the Partnership or such Affiliate, as the case may be, and costs of operation and maintenance of the assets of the Partnership or such Affiliate, as the case may be;	
 	
               (xiv)     pay all taxes, assessments, rents and other impositions applicable to the assets of the Partnership or any Affiliate and undertake when appropriate any action or proceeding seeking to reduce such taxes, assessments, rents or other impositions;	
 	
               (xv)     deposit or invest all monies received by the General Partner for or on behalf of the Partnership or any Affiliate as the General Partner shall deem appropriate and to conduct all banking transactions, open, maintain and close bank accounts and change signatories 	
-6-

on such accounts, and to draw checks and other orders for the payment of monies and to disburse all funds on deposit and liquidate such investments on behalf of the Partnership or such Affiliate in such amounts and at such times as the same may be required;
               (xvi)     sell or otherwise transfer all, substantially all or any of the Property and other assets of the Partnership or to cause any Affiliate to sell or otherwise transfer all or any of its properties and other assets, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;	
 	
               (xvii)     act as the tax matters partner for the Partnership or any Affiliate (within the meaning of Code Section 6231);	
 	
               (xviii)     perform other obligations provided elsewhere in this Agreement to be performed by the General Partner, including, without limitation, the preparation of all financial reports, the maintenance of the Partnership books and records;	
 	
               (xix)     in connection with borrowings made by or on behalf of the Partnership from the General Partner, mortgage, pledge, or otherwise grant securities interests on any or all of the Partnership’s assets or properties to secure the obligation of the Partnership to the General Partner and the obligations of the General Partner to its lenders in respect of any such borrowings or otherwise; and	
 	
               (xx)     take any and all other actions as the General Partner may deem necessary or appropriate in furtherance of the business of the Partnership.	
          The General Partner shall be entitled to act upon any resolution, certificate, statement, agreement, document, or other instrument, and to consult with legal counsel, accountants, appraisers, and other professionals and persons, and to rely upon the authenticity and genuineness of all such writings and the advice of such persons in connection with the business of the Partnership. Any act which may be taken by the General Partner hereunder, may be taken by any of its duly authorized officers or any attorney-in-fact for either the General Partner or such officers.
          By executing this Agreement, each Limited Partner hereby expressly consents to any exercise by the General Partner of any or all of the foregoing powers.
          (c)     Guaranty of Obligations of the General Partner. Without limiting the provisions of Sections 2, 6(a) or 6(b) above, the General Partner and each Limited Partner expressly acknowledge and agree that the Partnership’s financial standing and economic viability depend in large part on the financial standing and economic viability of the General Partner and its Affiliates, including the General Partner’s ability to borrow funds for the benefit of the General Partner and all of its Affiliates, and to secure such borrowings with first and subordinate liens on real property. The General Partner and each Limited Partner hereby consent and agree to any and all guarantees by the Partnership of indebtedness for borrowed money and other obligations of the General Partner and/or any other Affiliate. The General Partner and each Limited Partner hereby consent and agree that it is a good and valid Partnership purpose given for good and valuable consideration for the benefit of all the Partners for the Partnership to convey, mortgage, assign, pledge and/or hypothecate the Property, any tangible or intangible 	
-7-

personal property or any other assets of the Partnership as security for any such guaranty or as security for the obligations or liabilities of the General Partner and/or any other Affiliate. The foregoing is given with the understanding and agreement that the General Partner and each other Affiliate for whose benefit any such guaranty is given will have the power and authority to guaranty obligations and liabilities of the Partnership.
          (d)     Evidence of Authority of General Partner. The signed statement of the General Partner, reciting that it has authority to undertake any act, when delivered to any third party, shall be all the evidence such third party shall need concerning the capacity or authority of the General Partner to so act, and any such third party shall be entitled to rely upon such statement and shall not be required to inquire further as to any of the facts contained in such statement, said facts being deemed to be true insofar as such third party is concerned.	
 	
          (e)     Limited Partners. The Limited Partners shall have no right or authority to act for or to bind the Partnership and shall not participate in the conduct, management or control of the Partnership’s affairs or take any action that would cause a default or non-compliance under any contract or agreement to which the Partnership is a party or which is related to the use, operation, maintenance, development or financing of the Partnership’s properties or assets. No Limited Partner may voluntarily withdraw from the Partnership without the prior consent of the General Partner, which consent may be given or withheld in the sole discretion of the General Partner.	
          Each Limited Partner hereby waives any rights which he might otherwise have under applicable law as a creditor with respect to any distribution to be made hereunder to the maximum extent permitted by the Act.
          (f)     Specific Consent. The Limited Partners hereby specifically consent and agree in accordance with the Act that the General Partner shall have the right, power and authority, notwithstanding anything in the Act to the contrary, to (i) sell all or substantially all of the assets of the Partnership, (ii) confess judgment against the Partnership or execute any note, mortgage or other agreement containing a provision pursuant to which judgment may be confessed against the Partnership or its assets, (iii) pledge or mortgage any or all of its assets as security for the repayment of any loans to the Partnership (including, without limitation, any loans made to the Partnership by its General Partner) , and (iv) take any other action not inconsistent with the terms of this Agreement, in each case without the further consent of the Limited Partners, which consent shall be deemed to be granted hereby.	
 	
Section 7. Capital.
          (a)     Initial Capital Contributions. On or prior to the date hereof, the Partners have contributed to the capital of the Partnership or shall be deemed to have contributed to the capital of the Partnership an amount equal to such Partner’s Capital Interest (as defined below) multiplied by the fair market value of the interests in the Partnership as of the date hereof (an “Initial Capital Contribution”).	
 	
          (b)     Additional Capital Contributions. No Partner shall have any obligation to contribute any additional sum to the capital of the Partnership. If the General Partner determines 	
-8-

that additional funds are necessary for Partnership purposes, it may, at its sole discretion, borrow such funds on behalf of the Partnership from third parties on such terms and conditions as the General Partner deems necessary or appropriate, loan such funds to the Partnership or contribute such funds to the Partnership as an additional capital contribution or obtain such funds through the issuance of securities as provided in Section 5(c) above. Any loans by the General Partner to the Partnership shall bear interest at such reasonable rate as the General Partner shall determine, not exceeding 3.0% per annum over the greater of the General Partner’s average cost of funds or the rate of interest charged on the General Partner’s principal bank line of credit, in each case as the same may change from time to time. Any loans by the General Partner to the Partnership shall be paid out of available Operating Cash Flow from the Partnership before any distribution shall be made to the Partners.
          (c)     Percentage Interest. The Partners shall have separate and differing interests in the capital (“Capital Interest”) and in the profits (“Profits Interest”) of the Partnership, which at the date hereof are as set forth below:	
 	
 	 	 	Capital Interest	 	 	Profits Interest	 	
								
BOP (as General Partner)	 	 	2.0	%	 	2.0	%	
Witmer	 	 	11.0	%	 	1.0	%	
BOP (as Limited Partner)	 	 	87	%	 	97	%	
 	 	 	 	 	 	 	 	
          (d)     Adjustments to Percentage Interests. Upon the admission of any additional Partners to the Partnership, or upon the making of any additional Capital Contribution to the Partnership by a Partner, the percentage interests of the Partners shall be adjusted, so that their respective percentage interests shall be the percentage that each Partner’s aggregate Capital Contributions to the Partnership bears to the aggregate Capital Contributions of all Partners to the Partnership at the applicable time of determination or, in such other manner as may be reasonably determined by the General Partner.	
 	
          (e)     No Interest, Etc. No Partner shall be entitled to (i) receive any interest or other compensation on or with respect to its Capital Contributions or withdraw any part of its capital contributions or receive any distribution, except as provided in Sections 9 and 19 hereof; or (ii) demand or receive any property from the Partnership other than cash.	
 	
          (f)     Establishment of Capital Accounts.	
 	
 	               (i)     General Rule. A capital account shall be established for each Partner (hereinafter referred to as “Capital Account”) in the amount of such Partner’s Initial Capital Contribution and shall be determined and maintained in accordance with the rules of Treasury Regulation (“Treas. Reg.”) §1.704-1(b)(2)(iv). Pursuant to such rules, a Partner’s Capital Account shall be increased by:	
 	 	
 	 	                    (A)     the amount of money contributed by the Partner to the Partnership;	
 	 	 	
-9-

		                    (B)     the fair market value of property (other than money) contributed by, or on behalf of, the Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership assumes or subject to which it takes the property); and	
		 	
		                    (C)     allocations to the Partner of Partnership income and gain (or items thereof), including income and gain exempt from tax and income based on the book values described in Section 7(h) of this Agreement;	
and decreased by:
		                    (D)     the amount of money distributed to the Partner by the Partnership;	
		 	
		                    (E)     the fair market value of property (other than money) distributed to the Partner by the Partnership (net of liabilities secured by such distributed property that the Partner assumes or subject to which he takes the property);	
		 	
		                    (F)     allocations to the Partner of expenditures of the Partnership not deductible in computing its taxable income and not properly chargeable to capital account (including organization or syndication expenditures not deductible by the Partnership pursuant to Code Section 709 and losses disallowed to the Partnership under Code Sections 267(a)(1) or 707(b)); and	
		 	
		                    (G)     allocations of Partnership loss and deduction (or items thereof), including loss and deduction described in Section 7(h) of this Agreement but excluding items described in clause (F) above and percentage depletion in respect of an item of depletable property of the Partnership in excess of the adjusted tax basis of such property;	
and shall otherwise be adjusted in accordance with the remaining provisions of this Section 7.
	               (ii)     For purposes of paragraphs (f) through (k) of this Section 7, except as otherwise provided herein, the fair market value of property contributed to the Partnership or distributed by the Partnership, if permitted under Treas. Reg. §1.704-1(b)(2)(iv), shall be the value assigned to such property by agreement between the General Partner and the Partner (other than the General Partner) by which such property is contributed or to which such property is distributed. If no such agreement as to value is made, the fair market value of such property shall be determined by an appraisal.	
	 	
          (g)     Special Rules Regarding Distributions of Property. If property (other than money) is distributed to a Partner (whether in liquidation of his interest or otherwise) then immediately prior to such distribution, the Capital Accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners if there were a taxable disposition of such property for the fair market value of the property (but not less than the amount of any nonrecourse indebtedness to which such property is subject) on the date of distribution.	
-10-

          (h)     Property Carried at a Book Value Different from Tax Basis. If, pursuant to provisions of this Section 7, property is reflected in the Capital Accounts of the Partners and on the books of the Partnership at a book value that differs from the adjusted tax basis of such property, then the adjustments to Capital Accounts in respect of such property prescribed in Sections 7(f)(i)(C), 7(f)(i)(G) and 7(g) shall be determined by reference to depreciation, depletion, amortization, gain or loss as computed for book purposes and no further adjustments shall be made to the Capital Accounts to reflect the Partner’s shares of the corresponding tax items. For the purposes of computing such adjustments to Capital Accounts, the amount of book depreciation, depletion, or amortization for a period with respect to an item of partnership property shall be the amount that bears the same relation to the book value of such property as the depreciation (or cost recovery deduction), depletion, or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property. If such property has a zero adjusted tax basis, the General Partner may select any reasonable method of computing book depreciation, depletion or amortization with respect to such property.	
 	
          (i)     Transfers of Interests in the Partnership. Upon the transfer of all or a part of an interest in the Partnership, the Capital Account of the transferor that is attributable to the transferred interest shall carry over to the transferee, adjusted as provided in Section 7(j). If, however, the transfer of an interest in the Partnership causes a termination of the Partnership for federal income tax purposes, then the Capital Account that carries over to the transferee and the Capital Accounts of all other Partners will be recomputed as though all property and liabilities of the Partnership had been distributed in accordance with existing Capital Account balances, adjusted in accordance with Section 7(g), and recontributed to the Partnership (or, in the case of liabilities, reassumed by the Partnership) as though such contributions were being made upon the formation of a new partnership, in accordance with the constructive liquidating distributions and recontributions deemed to occur under Treas. Reg. §1.708-1(b)(1)(iv) (or any successor provision).	
 	
          (j)     Adjustments to Capital Accounts in Connection with an Election under Code Section 754. Upon an adjustment to the adjusted tax basis of Partnership property pursuant to Code Sections 732, 734 or 743, the Capital Accounts of the Partners shall be adjusted as provided in Treas. Reg. §1.704-1(b)(2)(iv)(m) (or any successor provision).	
 	
          (k)     Revaluations of Partnership Property. Upon (i) a contribution of money or other property to the Partnership by a new or existing Partner as consideration for an interest in the Partnership or (ii) a distribution of money or other property by the Partnership to a retiring or continuing Partner as consideration for relinquishment of an interest in the Partnership, the Capital Accounts of the Partners may, in the discretion of the General Partner, be adjusted to reflect the manner in which the unrealized income, gain, loss or deduction inherent in all Partnership property for federal income tax purposes (that has not been reflected in the Capital Accounts of the Partners previously) would be allocated among the Partners under Section 8 of this Agreement if there were a taxable disposition of all Partnership property for its fair market value immediately prior to such contribution or distribution. For purposes of this Section 7(k) the fair market value of Partnership property shall be the value (but not less than the amount of any nonrecourse indebtedness to which such property is subject) assigned to such property by agreement between the General Partner and the contributor or distributee Partner, as the case 	
 	
-11-

may be. If such agreement as to value is not made, then the fair market value of such property shall be determined by appraisal by an M.A.I. appraiser selected by the General Partner.
Section 8. Allocation of Income and Losses.
          (a)     General Rules of Allocation. Net Profit, Net Losses and all items of income, gain, loss and deduction, whether or not includible or deductible for federal income tax purposes, shall be credited to or debited against the Partners’ respective Capital Accounts as set forth in this Section 8. It is intended that, as a result of such allocations and the application of Section 7(f), all liquidating distributions made pursuant to Section 19 shall be identical to the amounts that would be distributed to each Partner if such distributions were made instead pursuant to Section 9(c).	
 	
          (b)     Net Profits and Losses. “Net Profits” or “Net Losses” for any fiscal year or other period shall be an amount equal to the sum of (i) the Partnership’s taxable income or loss for such year or period as shown or reported on the Partnership’s U.S. Partnership return of income (but computed as provided in Section 7(h)), and (ii) any income of the Partnership for such year or period exempt from federal income taxation, reduced by (iii) any expenditures of the Partnership for such year or period not deductible in computing its taxable income and not properly capitalized for federal income tax purposes.	
 	
          (c)     Net Profits. Net Profits of the Partnership for any fiscal year or other period shall be allocated to the Partners as follows:	
 	
 	               (i)     First, to those Partners having negative Capital Account balances, in proportion to such negative balances, until such negative balances are eliminated;	
 	 	
 	               (ii)     Second, to those Partners for whom the Initial Capital Contribution reduced by distributions of Extraordinary Cash Flow under Section 9(c)(i) (the “Unrepaid Capital Contribution”) exceeds its Capital Account balance, in proportion to such excesses, until any such excesses are eliminated; and	
 	 	
 	               (iii)     Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.	
 	 	
          (d)     Net Losses. Net Losses of the Partnership for any Fiscal Year or other period shall be allocated to the Partners as follows:	
 	
 	               (i)     First, to those Partners whose Capital Account balances exceed their Unrepaid Capital Contributions, in proportion to such excesses, until such excesses are eliminated;	
 	 	
 	               (ii)     Second, to those Partners having positive Capital Account balances, in proportion to such positive balances until such positive balances are eliminated; and	
 	 	
 	               (iii)     Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.	
-12-

          (e)     Distributive Share for Federal Income Tax Purposes. The Partnership shall report each Partner’s distributive share of Net Profits, Net Losses and items of income, gain, loss and deduction in accordance with the rules of Section 704(b) and (c) of the Code, as determined by the General Partner upon the advice of the Partnership’s accountants and/or tax counsel. Except as otherwise provided herein, each Partner’s share of each item of Partnership income, gain, loss or deduction for each taxable period shall equal such Partner’s share of Net Profits or Net Losses for such period. For Federal income tax purposes, the Partnership shall use the “remedial allocation method,” as described in Treas. Reg. §1.704-3(d), to allocate income, gain, loss or deduction with respect to any property contributed by a Partner to the Partnership and with respect to any property for which differences between book value and adjusted tax basis are created pursuant to Section 7(l). These allocations shall not affect the Partner’s Capital Account.	
 	
          (f)     Deficit in Capital Account. No Partner shall be required to restore any deficit balance in its Capital Account to the Partnership except as required by the Act or as provided in Section 19 of this Agreement.	
 	
Section 9. Distributions.
          (a)     Definitions. For purposes of this Section 9, the following terms shall have the respective meanings set forth below:	
          Operating Cash Flow: As to any fiscal year or portion thereof, Operating Revenues less Partnership Expenses and a reserve in a reasonable amount determined by the General Partner for working capital, payment of future known or reasonably foreseeable expenditures, obligations, or liabilities of the Partnership, and repairs, replacements, and improvements to any Partnership assets.
          Operating Revenues: As to any fiscal year or portion thereof, the total cash receipts of the Partnership less “Capital Transaction Proceeds” (the proceeds from Capital Contributions or from any sale, refinancing or any similar transaction with respect to the Partnership’s assets and less insurance proceeds), Capital Contributions, loans, any properly unapplied advance rentals in connection with the leasing of any Partnership assets (which shall be Operating Revenues when applied), and any unforfeited security deposits of tenants of any Partnership assets.
          Partnership Expenses: As to any fiscal year or portion thereof, all expenditures, expenses, and charges related to the management and operation of the Partnership and the conduct of its business and affairs and the ownership, leasing, operation, improvement, construction, development, maintenance and upkeep of any of its assets.
          Extraordinary Cash Flow: As to any fiscal year or portion thereof, the proceeds from the sale of any real property by the Partnership (a “Capital Transaction”) less any expenses, costs, or liabilities incurred by the Partnership in effecting any such sale, and an amount set aside or committed by the General Partner for repair, improvement and replacement to or of any Partnership assets.
-13-

          (b)     Distributions of Operating Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Operating Cash Flow to the Partners in proportion to their respective Profits Interests.	
 	
          (c)     Distributions of Extraordinary Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Extraordinary Cash Flow, if any, to the Partners in proportion to their respective Profits Interests.	
 	
Section 10. Actions and Compensation of Partners.
          (a)     Except as set forth in this Section 10, no Partner shall receive or be entitled to any compensation or reimbursement for its services to or expenses incurred in connection with the Partnership.	
 	
          (b)     The General Partner shall be entitled to receive reimbursement from the Partnership for all costs and expenses incurred by it in connection with the conduct of the business of the Partnership, or paid by it for the account of the Partnership, including, without limitation, reasonable charges for the management of the Partnership and for maintaining the books and records of the Partnership and all costs and expenses of maintaining the Partnership’s existence and good standing as well as all legal and accounting fees allocable to the Partnership.	
 	
          (c)     To compensate the General Partner for its services in connection with the leasing and management of the Property, the Partnership may, subject to Section 24, enter into management, leasing, agency or similar agreements in form acceptable to the General Partner, in its sole discretion, with the General Partner or an Affiliate and pay to the General Partner or an Affiliate all management and leasing fees and commissions payable thereunder.	
 	
          (d)     Nothing in this Agreement shall be deemed to restrict in any way the freedom of any Partner (including, without limitation, the General Partner) or any person, firm or corporation affiliated with any Partner to conduct or engage in any business or activity whatsoever, for its own account and without regard to the business of the Partnership, including, without limitation, acquiring, developing, promoting, leasing, selling or exploiting real property and functioning as a real estate broker, agent or consultant, regardless of the location of the real estate involved in such business or activity; and neither the Partnership nor any Partner shall have any rights in or to, or any right to an accounting for, any income or profit derived by any other Partner or its Affiliate(s) from such business or activity. In this regard, the Partners specifically acknowledge that the General Partner and Affiliates of the General Partner presently engage in businesses which are or may be directly competitive with the business of the Partnership; provided, however, that nothing in this paragraph shall abridge or expand the rights of any Limited Partner under any non-competition agreement or other similar arrangement which it may have entered into with the General Partner or any other Partner.	
 	
Section 11. Transactions with Affiliates.
          (a)     The General Partner is authorized to enter into agreements on behalf of the Partnership with Affiliates of the General Partner, or persons affiliated with the Limited Partners, provided that any such agreement is made on terms which the General Partner, in its sole discretion, deems reasonable and in the best interest of the Partnership. This Agreement shall 	
-14-

not give the Partnership or any Partner any interest in, or right to, any such business or activity or any proceeds, income or profit thereof or therefrom, and no Partner shall be obligated hereunder to offer any business opportunity to the Partnership or to any other Partner. The fact that a Partner is directly or indirectly interested in, affiliated or connected with any person, firm or corporation shall not prevent the Partnership from employing or retaining any such person, firm or corporation to render or perform a service or from purchasing merchandise or property from any such person, firm or corporation, and neither the Partnership nor any Partner, as such, shall have any rights in or to any income or profit derived by any such person, firm or corporation as a result of such employment, retainer or purchase.
          (b)     Without limiting the foregoing, the Partners specifically acknowledge that the Partnership expects to enter into various arrangements with the General Partner and its Affiliates to provide for the management, leasing, and maintenance of Partnership property. By executing this Agreement, each Partner hereby acknowledges that it is anticipated that the Partnership will have authority to borrow money from the General Partner and its Affiliates or from lenders to the General Partner or its Affiliates and lend money (on both a secured and unsecured basis) to the General Partner and its Affiliates and, in certain instances, secure such borrowings by pledges and mortgages of all or substantially all of its properties and assets.	
Section 12. Books, Records and Financial Reports.
          (a)     The Partnership shall maintain or cause to be maintained at its principal place of business books of the Partnership showing all receipts, expenditures, assets, liabilities, profits and losses, and shall maintain all other records necessary for recording the Partnership’s business and affairs. The books of the Partnership shall be kept on the accrual method of accounting used for federal income tax purposes or such other basis as the General Partner shall determine. Such books and records shall be open to the inspection of each Partner or the duly authorized representatives of such Partner upon reasonable notice at reasonable times during normal business hours to the extent required by the Act; provided, however, that the General Partner may keep confidential from the Limited Partners for such reasonable period of time as the General Partner deems appropriate, any information that the General Partner in good faith reasonably believes is not in the best interests of the Limited Partners or the Partnership to reveal.	
 	
          (b)     The General Partner is hereby designated as the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. The General Partner shall make all decisions as to accounting principles and all elections required or permitted to be made by the Partnership under the Code pertaining to the method of depreciation and deductibility of costs and expenses for the purposes of determining the Partnership’s distributable income and losses as well as for federal income tax reporting purposes.	
 	
          (c)     The fiscal year of the Partnership shall be the calendar year.	
 	
          (d)     Within sixty (60) days following the last day of each of the first three fiscal quarters of each fiscal year, the General Partner, at the expense of the Partnership, shall cause to be prepared and furnished to the Partners a financial account of the Partnership for such quarter prepared on such basis as the General Partner shall determine to be appropriate.	
-15-

          (e)     Within ninety (90) days following the last day of each fiscal year, the General Partner shall furnish to the Partners a financial account for such preceding fiscal year prepared at the Partnership’s expense on such basis as the General Partner shall determine to be appropriate.	
 	
          (f)     There shall be delivered to each Partner as soon as practicable and in any event within ninety (90) days after the close of each fiscal year, a copy of the Federal Partnership Return of Income (Form 1065) or other tax return filed by the Partnership.	
 	
          (g)     The General Partner may, in its sole discretion, perform, or cause to be performed, at the Partnership’s expense, such additional audits, accountings or appraisals of the Partnership’s business any assets as it from time to time or at any time determines to be necessary or appropriate.	
 	
          (h)     The books of the Partnership shall be closed for tax and capital account purposes on the date hereof as of the end of the day. All income, gain, loss and deduction recognized by the Partnership before such closing of the books shall be allocated to the Partners of the Partnership immediately prior to such closing in accordance with the Prior Agreement, and all such items recognized by the Partnership after such closing of the books hereof shall be included in Net Profits and Net Losses of the Partnership for the period beginning as of the closing of such books and shall be allocated among the Partners under this Agreement.	
Section 13. Restrictions on Transfer.
          (a)     Transfer of General Partners’ Interest. The General Partner may sell, convey, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of (any such event, a “Transfer” and the taking of any such action, “To Transfer”) any Partnership Interest held by it on the date hereof or hereafter acquired by it without the consent of any Partner.	
 	
          (b)     No Limited Partner may Transfer all or any portion of, or any right in or to, any Partnership Interest held by it on the date hereof or hereafter acquired, without the consent of the General Partner, which may be given or withheld in its sole and absolute discretion. Further, any Transfer by any Limited Partner of any interest which it may hold in the Partnership shall be made only upon such terms and conditions as the General Partner, in its sole and absolute discretion, shall approve.	
 	
          (c)     All Transfers permitted hereunder shall be by instrument in form and substance satisfactory to the General Partner. Any Transfer in violation of this Agreement shall be null and void and shall not operate to vest any rights in any transferee. Subject to the foregoing, every transferee of any Partnership Interest who wishes to participate in the Partnership as a Partner shall execute a counterpart of this Agreement accepting and adopting all of the terms and provisions of this Agreement, as the same may have been amended, and any transferee who fails to do so shall not be entitled to any rights hereunder as a Partner or otherwise. In addition, each of the transferee and the transferor shall execute and acknowledge all such other instruments, in form and substance, satisfactory to the General Partner, as may be necessary or desirable to effectuate such Transfer on terms acceptable to the General Partner.	
-16-

          (d)     Notwithstanding the foregoing, PPAP may Transfer the 11.0% Capital Interest and 1% Profits Interest (together, the “Residual Interest”) held by it on the date hereof to the General Partner or any designee of the General Partner pursuant to the Agreement of Purchase and Sale, as the same may be amended from time to time (the “Purchase Agreement”), for the price (the “Residual Interest Purchase Price”) and upon the terms provided therein.	
 	
          (e)     In no event shall the Partnership dissolve or terminate upon the admission of any Partner or upon any permitted Transfer of a Partnership Interest by any Partner. Each Partner hereby waives its right to dissolve, liquidate or terminate the Partnership in such event.	
 	
          (f)     All expenses of the Partnership and of the Partners occasioned by a Transfer permitted under this Section 13 shall be borne by the Partner effecting the permitted Transfer.	
 	
          (g)     Each Partner hereby indemnifies and holds harmless the Partnership and each of its Partners and the Partnership against any loss, claim, cost, expense, damage or liability in respect of any Transfer (or purported Transfer) which such Partner may make (or attempt to make) in violation of this Agreement.	
 	
          (h)     For purposes of computing allocations of income, gain, loss and deduction hereunder, the books of the Partnership shall be closed as of the beginning of the day on which any Transfer occurs. All income, gain, loss and deduction recognized by the Partnership before such closing of the books shall be allocated to the Partners immediately prior to such closing in accordance with this Agreement as in effect at the time such books are closed, and all such items recognized by the Partnership after such closing of the books shall be allocated among the remaining Partners in accordance with this Agreement as thereafter in effect. Gain or loss from the sale or other taxable disposition of a Partnership Capital Asset shall be allocated to the persons who were Partners at the time such gain or loss was recognized by the Partnership.	
Section 14. Take Along Rights.
          (a)     If at any time, the General Partner wishes to sell all or substantially all of its Partnership Interest in one transaction or a series of related transactions (a “Control Transaction”), the General Partner may require each other Partner (a “Take Along Partner”) to sell all (but not less than all) of the Partnership Interest held by such Limited Partner to such third party in accordance with this Section 14, subject only to compliance with applicable federal and state securities laws, as provided in Section 16(b)(ii); provided that the General Partner shall fully discharge any Pennsylvania real estate transfer taxes that may become payable as a result of its exercise of such take along rights during the first 36 months after the date hereof. The purchase price for the Residual Interest transferred in any such sale shall be the Residual Interest Purchase Price.	
 	
          (b)     In connection with any exercise of its rights hereunder, the General Partner shall deliver a notice to each Take Along Partner identifying the proposed closing date for the consummation of the transaction and the Take Along Partner shall deliver to the General Partner at least seven days prior to the proposed closing date all documents reasonably required by the General Partner in order to effectuate the Control Transaction and the Transfer of the Take 	
-17-

Along Partners’ Partnership Interest free and clear of any liens, pledges, security interests, charges, equities, or other encumbrances whatsoever (“Encumbrances”) other than Encumbrances in favor of the General Partner or its shareholders or partners.
Section 15. Admission of Additional Partners.
          (a)     New or substitute General or Limited Partners may freely be admitted to the Partnership by the General Partner, in its sole and absolute discretion, as a result of Transfer of Partnership Interests permitted hereunder or the issuance of additional Partnership Interests permitted hereunder. Each new Partner shall be admitted pursuant to this Section 15. The Partnership Interest of any such new Partner shall be fixed in accordance with Section 7(d) above, with an appropriate adjustment in the Partnership Interest of the existing Partners. Each new or substitute Partner shall sign a supplement to this Agreement at the time such new Partner is admitted confirming the admission of the new Partner as a Partner hereunder.	
 	
          (b)     In connection with the admission of any new or substitute Partner to the Partnership, the General Partner shall have the power, right, and authority to amend this Agreement to reflect the rights and obligations of such new Partner, including without limitation his or its obligations to contribute to the capital of the Partnership, rights to distributions, or rights to approve or consent to Partnership actions.	
 	
          (c)     In the event any person is admitted as a substitute General Partner, such admission shall occur contemporaneously with withdrawal of the then existing General Partner.	
Section 16. Representations, Warranties and Covenants.
          (a)     Each party hereby represents and warrants that:	
 	
 	               (i)     It has the power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby;	
 	 	
 	               (ii)     The execution, delivery and performance by it of this Agreement has been duly authorized by all necessary action and does not contravene (i) any law applicable to it or any rule, judgment, order, writ, injunction or decree of any court applicable to it, (ii) any rule or regulation of any administrative agency or other governmental authority applicable to it, (iii) its charter or by-laws (or other constituent documents), or (iv) any agreement, indenture, instrument or contract by which it is bound; and	
 	 	
 	               (iii)     This Agreement is the legal, valid and binding obligation of such Partner, enforceable against it in accordance with its terms.	
 	 	
          (b)     Each Limited Partner hereby represents and warrants to and covenants with the General Partner as follows:	
 	
 	               (i)     That it is an “accredited investor” as defined in Rule 501 under the 1933 Act; and	
-18-

	               (ii)     That it will not distribute any of the Limited Partnership Interest held by it in violation of the 1933 Act or applicable state securities laws.	
Section 17. Bankruptcy of a Limited Partner.
          The bankruptcy of a Limited Partner shall not dissolve or terminate the Partnership. In the event the bankrupt Limited Partner’s interest in the Partnership passes to a successor or successors in interest of such Limited Partner, such successor or successors in interest shall succeed to the bankrupt Limited Partner’s entire interest in the Partnership and shall, subject to the following sentence and upon execution of a counterpart of this Agreement, become Limited Partners of the Partnership with the same Capital Interest and Profits Interest in the Partnership, the same rights in and to all distributions made by the Partnership, in liquidation or otherwise, and with the same share of the Partnership’s taxable income and losses as the bankrupt Limited Partner had with respect to its interest in the Partnership. In the event a successor or successors in interest of the Limited Partner are admitted to the Partnership as limited partners hereunder, such successor or successors shall execute and shall deliver to the Partnership all documents that may be necessary or appropriate, in the opinion of counsel for the General Partner, to reflect their admission to the Partnership as Limited Partners and their agreement to be bound by the terms and conditions of this Agreement, and shall pay all reasonable expenses connected with such substitution. In the event that any such successor shall refuse, decline, or fail to execute a written counterpart of this Agreement, such person shall not be treated as a Partner of the Partnership for any purposes whatsoever, but only as an assignee, of a right to receive distributions from the Partnership.
Section 18. Dissolution Events.
          The Partnership shall continue in effect until the expiration of its term, unless it shall be dissolved in the manner provided in Section 19 hereof due to the happening of any of the following events:
          (a)     The determination by the General Partner, in its sole discretion, to dissolve the Partnership; provided, however, that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the General Partner or its designee.	
 	
          (b)     The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment;	
 	
          (c)     The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership;	
-19-

          (d)     The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom;	
 	
          (e)     The General Partner:	
 	
 	               (i)     makes an assignment for the benefit of creditors;	
 	 	
 	               (ii)     files a voluntary petition in bankruptcy;	
 	 	
 	               (iii)     is adjudicated a bankrupt or insolvent;	
 	 	
 	               (iv)     files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;	
 	 	
 	               (v)     files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or	
 	 	
 	               (vi)     seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties.	
 	 	
          (f)     Dissolution by operation of law; or	
 	
          (g)     The vote of all the Partners.	
Section 19. Winding up, Liquidation and Dissolution.
          (a)     Upon the dissolution of the Partnership under Section 18 of this Agreement, liquidation and winding up shall be carried out by the General Partner, acting as liquidator, in accordance with the provisions of this Section 19, unless a majority in interest of the Partners agree in writing to appoint one or more substitute General Partners and to continue the business of the Partnership as provided in the Act, in which case the business of the Partnership shall be so continued.	
 	
          (b)     Upon dissolution of the Partnership the business of the Partnership shall continue, if necessary, for the sole purpose of winding up its affairs; provided that the process of winding up may include completion of such work as the General Partner shall consider appropriate. The rights and obligations of the General Partner with respect to management of the Partnership as set forth herein shall continue during the period of such winding up, except that if the General Partner shall have become incapacitated from exercising the management powers set forth herein because the General Partner has been liquidated or dissolved or is subject to a proceeding in bankruptcy, said powers shall pass to the General Partner’s liquidating trustee or trustee or receiver in bankruptcy as appropriate.	
-20-

          (c)     The assets of the Partnership shall, consistent with Section 19(a), be liquidated as promptly as possible so as to permit distributions in cash, but such liquidation shall be made in an orderly manner so as to avoid undue losses attendant upon liquidation.	
 	
          (d)     The Partners hereby agree that, notwithstanding the provisions of the Act and any other laws, the proceeds of liquidation and all other assets of the Partnership shall be applied and distributed in the following order of priority:	
 	
 	               (i)     in payment of the expenses of liquidation;	
 	 	
 	               (ii)     in payment of debts of the Partnership to creditors other than the Partners in such order and priority as is required by law;	
 	 	
 	               (iii)     to establish reserves deemed reasonable for the ultimate discharge of contingent, unliquidated or unforeseen liabilities or obligations of the Partnership;	
 	 	
 	               (iv)     in payment of debts of the Partnership to Partners who are also creditors; and	
 	 	
 	               (v)     to those Partners having positive Capital Account balances in proportion to such positive balances after giving effect to all contributions, distributions and allocations for all periods.	
          The intent and purpose of this Section 19(d) is to modify the priorities of distribution set forth in the Act to reflect the understanding and agreement of the Partners.
          Such distributions shall be made by the end of the Partnership year in which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation).
          (e)     In the event that complete liquidation of the assets of the Partnership within the period of time prescribed for distributions in Section 19(d) proves impracticable, assets of the Partnership other than cash may be distributed to the Partners in kind. Any asset distributed in kind pursuant to this subparagraph (d) shall be distributed to the Partners, valued at fair market value, in accordance with their Capital Accounts as determined after (i) application of Section 8 of this Agreement; (ii) reduction for distributions of cash and cash-equivalents pursuant to Section 19(b); and (iii) the adjustments to reflect the amount of income, gain, or loss which the Partnership would have recognized if such assets had been sold, as prescribed in Section 7(f)(ii).	
 	
          (f)     If the General Partner deems it necessary to provide for payments of known or contingent or unforeseen liabilities of the Partnership after the expiration of the time period prescribed for distributions in Section 19(c), then the General Partner may arrange for such payments out of the assets of the Partnership in any manner that does not violate the requirements of Treas. Reg. §1.704-1(b)(2)(ii)(b)(2).	
 	
          (g)     In connection with the termination of the Partnership, the Partnership’s accountants shall prepare and furnish to each Partner a statement setting forth the assets and liabilities for the Partnership as of the date of complete liquidation.	
-21-

          (h)     Upon dissolution of the Partnership the General Partner shall contribute to the Partnership an amount of money equal to the lesser of: (i) the deficit balance, if any, in its Capital Account and (ii) the excess, if any, of one and one-hundredths percent (1.01%) of the aggregate capital contributions of the Limited Partners over the capital contributions previously made by the General Partner. Any contributions required under this subparagraph (h) shall be made no later than a date that will permit such contributions to be distributed among the Partners in accordance with the provisions of this Section 19 within the time period provided for such distribution in Section 19(d).	
 	
          (i)     Upon a termination of the Partnership for federal income tax purposes under Code Section 708(b)(1), other than a termination caused by a dissolution described in Section 18, the amount of any constructive liquidating distributions of the Partnership properties deemed to occur under Treas. Reg. §1.7081(b)(1)(iv) shall be determined in accordance with the positive Capital Account balances of the Partners, as determined after taking into account all Capital Account adjustments for the Partnership taxable year ending upon the date of such termination including, without limitation, the adjustments prescribed in Sections 7(g) and 7(h).	
 	
          (j)     The liquidation of the Partnership shall be final when all of the Partnership assets have been collected and applied to the Partnership obligations and its remaining assets, if any, have been distributed to the Partners in accordance with this Agreement. Upon the conclusion of such Events, and the completion of the Liquidators’ final accounting, the Partnership shall terminate.	
 	
          (k)     In the event of any termination of the Partnership, the books and records of the Partnership shall be retained for a period of seven years (by the General Partner or its designee and, if the Partnership is liquidated as a result of the withdrawal of the General Partner, by such person as may be selected by persons holding a majority of the then outstanding Limited Partnership interest).	
 	
          (l)     The General Partner acting as liquidator (or any other person so acting pursuant to this Agreement) under this Agreement shall be indemnified by the Partnership with respect to all actions taken to liquidate the Partnership in accordance with this Agreement.	
Section 20. Liabilities.
          (a)     No Partner shall be liable to any other Partner or to the Partnership for any damages or liabilities resulting from such Partner acting within the scope of this Agreement except where such Partner has acted in bad faith, with wilful misfeasance or with gross negligence or fraud. The Partnership shall indemnify and hold harmless each Partner from any damage or liability incurred by said Partner by reason of any act or omission performed or omitted by said Partner for or on behalf of the Partnership in accordance with this Agreement (including, without limitation, any damage incurred by the General Partner as a result of actions taken in its capacity as General Partner or in connection with the ownership or operation of the Property) except for damages caused by the bad faith, willful misfeasance or gross negligence of such Partner. The Partnership shall be permitted to advance funds to any Partner who may be indemnified by it for legal expenses and other costs incurred as a result of a legal action if the legal action relates to the performance of duties or services by the indemnified party for or on 	
-22-

behalf of the Partnership, and the indemnified party undertakes to repay the advanced funds in cases in which it would not be entitled to indemnification under this Section 20. Notwithstanding the foregoing, no Partner shall be entitled to indemnification or damages under this Agreement in respect of any liability of such Partner for which the General Partner or an Affiliate is entitled to indemnification from such Partner under the Purchase Agreement.
          (b)     Except as otherwise provided in this Agreement or the Act, the Limited Partners shall not be liable for the debts, liabilities, contracts or other obligations of the Partnership.	
 	
Section 21. Power of Attorney.
          (a)     Grant of Power. Each Limited Partner hereby makes, constitutes and appoints the General Partner, and any successor General Partner, with full power of substitution and resubstitution, its agent and attorney-in-fact, for it and in its name, place and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file and/or record this Agreement and to sign, execute, certify, acknowledge, swear to, file and/or record a Certificate of Limited Partnership or any other instruments that may be required in connection with the formation of the Partnership, the conduct of the Partnership’s business or the dissolution and winding-up of the Partnership under the laws of the Commonwealth of Pennsylvania or any other jurisdiction, including without limitation, instruments (i) to reflect the exercise by the General Partner of any of the powers, authorizations or rights granted to it under this Agreement or the taking by the General Partner of any action which it is required, authorized or permitted to take hereunder; (ii) to reflect any amendments made to this Agreement or the cancellation of this Agreement upon the dissolution of the Partnership; (iii) to make any amendments to this Agreement deemed necessary or desirable by the General Partner (x) to comply with Federal or state securities laws or comments made by staff members of any Federal or state agency regulating the issuance of securities, or (y) to better express or carry out the purpose of the Partnership as a title holding partnership for the General Partner, or (z) to better express or carry out the mortgaging or pledging of the Property and any other assets of the Partnership to secure the obligations and liabilities of the General Partner or any Affiliate of the General Partner when deemed appropriate or desirable by the General Partner; (iv) to make filings under fictitious name statutes or other filings required by the Partnership; (v) to reflect the admission to the Partnership of any additional or any substituted Limited Partner, in the manner prescribed in this Agreement; (vi) to cause the Partnership to be qualified to do business in, or, if required, to exist as a limited partnership under the law of, any jurisdiction; and any other instruments which may be required of the Partnership or of the Partners, or deemed desirable by the General Partner. Each Limited Partner authorizes such attorney-in-fact to take any further actions which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as the Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The Limited Partner waives any and all defenses which may be available to the Limited Partner to contest, negate, or disaffirm the actions of any General Partner under the power of attorney herein granted, unless such actions would not entitle the General Partner to indemnification under Section 20(a) above.	
-23-

		          (b)     Nature of Power. The power of attorney granted pursuant to Section 21(a) of this Agreement:	
		 	
		 	               (i)     is a special power of attorney coupled with an interest and is irrevocable;	
		 	 	
		 	               (ii)     may be exercised by such attorney-in-fact by listing the names of all of the Limited Partners who are to be parties to any agreement, certificate, instrument or document, with the signatures of such attorney-in-fact together with the recital that it acts as attorney-in-fact for all of them; and	
		 	 	
		 	               (iii)     shall survive the death, bankruptcy or mental incapacitation of the Limited Partner, to the extent it may legally contract for such survival, or the transfer or assignment by it of its interest herein, except that where such transfer or assignment is of all of the interest held by the Limited Partner and the transferee or assignee thereof, with the consent of the General Partner, is admitted as a substituted limited partner, the power of attorney given by the transferor shall survive such transfer or assignment for the sole purpose of enabling such attorney-in-fact to execute, acknowledge, swear to, and file any agreement, certificate, instrument or document necessary to effect such substitution.	
		 	 	
		          (c)     Execution of Additional Documents. Upon request of the General Partner, the Limited Partner shall promptly execute all certificates, agreements and other documents necessary or desirable for the General Partner to accomplish all such filings, recordings, publications and other acts as it determines may be appropriate to comply with (i) the requirements for the formation, operation, amendment or dissolution, as the case may be, of a limited partnership under the laws of the Commonwealth of Pennsylvania and (ii) similar requirements of applicable law in all other jurisdictions where the Partnership proposes to conduct business or (iii) as may be necessary and appropriate to advance the business and achieve the goals of the Partnership.	
Section 22. Successors and Assigns.
          Except as otherwise set forth in this Agreement, the terms, covenants and agreements herein contained shall inure to the benefit of and be binding upon the successors, heirs and assigns of the parties hereto. This Agreement and the rights and obligations set forth herein may not be assigned or delegated by any party without the written consent of each other party hereto, except as provided herein.
Section 23. Notice.
          Any notice or communication required or referred to herein shall be in writing and transmitted by personal delivery or by registered or certified mail, postage prepaid, or by Federal Express or other nationally recognized overnight courier service, addressed to such Partner at the address set forth below or to such other address as such Partner may hereafter designate to the other Partners in accordance herewith.
-24-

          If to the General Partner:
 	 	Brandywine Operating Partnership, L.P.
401 Plymouth Road, Suite 500
Plymouth Meeting, PA 19462
Attention: General Counsel	
          If to a Limited Partner, to the address set forth on Exhibit “A” hereto:
Any notice shall be deemed to have been given on the day next following the day of such delivery, mailing or deposit with a courier service.
Section 24. Certain Matters.
          (a)     Notwithstanding anything contained herein to the contrary, in the event that any real estate investment trust (a “REIT”) holds a direct or indirect interest in the Partnership, unless waived in writing by the REIT, the parties hereto, and their respective successors and assigns, shall conduct their operations in a manner that shall permit the REIT to continue to qualify as a real estate investment trust under Code Sections 856 through and including 860 as amended, and under other applicable provisions of the Code and the Regulations thereunder.	
Section 25. Governing Law.
          This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Section 26. Entire Agreement.
          This Agreement (including the exhibits and schedules hereto) together with the Purchase Agreement contains the entire understanding between the parties and supersedes any prior written or oral agreements or understandings between them with respect to the subject matter hereof.
Section 27. Captions.
          Section titles or captions contained in this Agreement are inserted only for reference and in no way define, limit, extend or describe the scope or intent of any provision of this Agreement.
Section 28. Amendment.
          (a)     Except as set forth below, the General Partner shall have the power and authority, in its discretion and without the consent of any other Partner, to amend any or all of the provisions of this Agreement (whether to admit new or substitute Partners or to issue additional Partnership Interests or to establish the rights, privileges, duties and obligations of any Partner or class of Partnership Interest or otherwise), provided, however, that without the consent of the Continuing Partner, the General Partner shall not amend this Agreement:	
-25-

	               (i)     To require the Continuing Partner to make any additional Capital Contribution to the Partnership, to loan any money to the Partnership, or otherwise to incur any liability or obligation to the Partnership or to third parties not provided for in this Agreement on the date hereof;	
	 	
	               (ii)     To subject the Continuing Partner to any liability for the obligations of the Partnership;	
	 	
	               (iii)     To reduce the Continuing Partner’s Capital Account balances or to eliminate the requirement that liquidating distributions be made in accordance with positive Capital Account balances or otherwise to abridge or diminish the economic rights of the Continuing Partner under this Agreement as in effect on the date hereof, except as provided for in Sections 5(b)and 5(c); or	
	 	
	               (iv)     To amend any of the provisions of Sections 5 (except as provided in Sections 5(b) and 5(c)), 7, 8, 9, 12, 14, 18, 19, 20 or 28 so as to increase the obligations or diminish the rights of the Continuing Partner as on the date hereof;	
	 	
          (b)     Any amendment to this Agreement that is permitted hereunder may be made either by amending this Agreement or by addendum hereto. Any such amendment or addendum shall be set forth in a writing and a copy of the Agreement, as amended, or the addendum, as appropriate, shall be provided to each Partner promptly after it becomes effective.	
 	
          (c)     This Agreement may only be amended by the General Partner acting pursuant to the grants of power and authority made hereby.	
Section 29. No Third Party Beneficiary.
          Any agreement to pay any amount and any assumption of liability herein contained, express or implied, shall be only for the benefit of the Partners and their respective heirs, successors, and assigns, and such agreements and assumptions shall not inure to the benefit of the obligees of any indebtedness or any other party whatsoever, it being the intention of the Partners that no one shall be deemed to be a third party beneficiary of this Agreement.
Section 30. Estoppels, Etc.
          (a)     Each Partner shall, upon not less than 15 days written notice from any other Partner, execute and deliver to such other Partner a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Partner’s knowledge, any uncured defaults on the part of the other Partner, specifying such defaults if any are claimed. Any such statement may be relied upon by third parties.	
 	
          (b)     If a Partner is a trust (with or without disclosed beneficiaries), general partnership, limited partnership, joint venture, corporation, or any entity other than a natural person, the Partnership and the Partners shall not be required to determine the authority of any person signing this Agreement on behalf of any such entity to make any commitment or undertaking on such entity’s behalf, to determine any fact or circumstance bearing upon the 	
-26-

existence of the authority of such entity or person, or to see to the application or distribution of proceeds paid or credited to persons signing on behalf of such entity, and shall be entitled to rely on the authority of the person signing this Agreement with respect to the voting of the Partnership’s interest by such entity and with respect to the giving of consent on behalf of such entity in connection with any matter for which consent is permitted or required under this Agreement. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership, and no person is intended to be, or shall be deemed, a third party beneficiary of any provision of this Agreement.
Section 31. No Waiver.
          No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach hereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.
Section 32. 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.
-27-

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.
 	 	GENERAL PARTNER	
 	 	 	
 	 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	By:	BRANDYWINE REALTY TRUST, its General Partner	
 	 	 	
 	By:	/s/ Gerard H. Sweeney            	
 	Name: 	Gerard H. Sweeney	
 	Title: 	President	
 	 	 	
 	 	LIMITED PARTNERS	
 	 	 	
 	 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	 	 	
 	By:	BRANDYWINE REALTY TRUST, its General Partner	
 	 	 	
 	By:	/s/ Gerard H. Sweeney            	
 	Name: 	Gerard H. Sweeney	
 	Title: 	President	
 	 	 	
 	 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	 	 	
 	By:	BRANDYWINE WITMER, LLC, General Partner	
 	 	 	
 	By:	/s/ Gerard H. Sweeney            	
 	Name:	 	
 	Title:	 	
-28-

EXHIBIT “A”
Identity and Interests of Partners
I.     GENERAL PARTNER	 	 	 	 	 	 	 	 	
 	 	 	Capital	 	 	 	Profits	 	
Name and Address	 	 	Interest	 	 	 	Interest	 	
									
Brandywine Operating Partnership, L.P.	 	 	2.0	%	 	 	2.0	%	
401 Plymouth Road, Suite 500	 	 	 	 	 	 	 	 	
Plymouth Meeting, PA 19462	 	 	 	 	 	 	 	 	

II.    LIMITED PARTNERS	 	 	 	 	 	 	 	 	
 	 	 	Capital	 	 	 	Profits	 	
Name and Address	 	 	Interest	 	 	 	Interest	 	
									
Brandywine Operating Partnership, L.P.	 	 	87.0	%	 	 	97.0	%	
401 Plymouth Road, Suite 500	 	 	 	 	 	 	 	 	
Plymouth Meeting, PA 19462	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Witmer Operating Partnership I, L.P.	 	 	11	%	 	 	1	%	
401 Plymouth Road, Suite 500	 	 	 	 	 	 	 	 	
Plymouth Meeting, PA 19462	 	 	 	 	 	 	 	 	
A-1

Exhibit 3.86
 	 	Filed this _____ day of	
 	 	MAY 12 1989 , 19___,	
 	 	 	Commonwealth of Pennsylvania	
APPLICANT’S ACCOUNT NO.	 	 	Department of State	
DSCB: 59-12 (Rev. 1-76)	 	 	/s/ James J. Haggerty	
 	 	 	 	
Filing Fee: $75	 	8936 120	 	
 	 		 	
LTD–46	 	Line for Numbering	 	
Limited Partnership Certificate	 		
 	 	 	1507794	
COMMONWEALTH OF PENNSYLVANIA	Secretary of the Commonwealth	
DEPARTMENT OF STATE		
CORPORATION BUREAU		
 	 	 	(Box for Certification)	
       	
In compliance with the requirements of 59 Pa.C.S. §512 (relating to formation), the undersigned, desiring to form a limited partnership, hereby certify that:	
 	 	
1.     The name of the partnership is: ‘‘Project 114, a Limited Partnership’’.	
 	 	
2.     The character of the business of the partnership is: owning and holding legal title to certain real property located on Lot 114, Oaklands Business Parks, Inc., West Whiteland Township, Chester County, Pennsylvania and constructing an office and manufacturing building of approximately 104,000 square feet with on-site parking and doing any and all things necessary and incidental thereto including, without limitation, acquiring, owning, managing, mortgaging, leasing, exchanging, developing and selling the property.	
 	 	
3.     The location of the principal place of business of the Partnership is: 600 West Lincoln Highway, Exton, Pennsylvania 19341.	
 	 	
4.     The names and places of residence of the general partner:	
 	 	
NAMES	ADDRESS	
 	 	
Oaklands Business Parks, Inc.	600 W. Lincoln Highway	
	Exton, PA 19341	

 	 	
5.  The names and places of residence of, and the amount contributed by each limited partner are set forth in Exhibit A which is annexed hereto and incorporated herein.	
 	 	
6.  The term of the partnership shall continue until December 31, 2079.	
 	 	
7.  No general or limited partner has agreed to make any additional contributions to the partnership.	
 	 	
8.  No time has been agreed to when the contribution of each Limited Partner is to be returned.	
 	 	
9.  The share of profits or other compensation by way of income which each Limited Partner shall receive by reason of his contribution is a percentage of the Partnership’s profits and losses and of any distributions by the Partnership to the Partners, equal to the percentage indicated opposite his name on Exhibit A hereof.	
 	 	
10.  No limited partner has the right to substitute an assignee as contributor in his place.	
 	 	
11 .  No right is given to the Partners to admit additional limited partners.	
 	 	
12.  No Limited Partner has priority over any other Limited Partner as to contributions or as to compensation by way of income except as provided in Article VI C., a copy of which is attached hereto and marked Exhibit B.	
 	 	
13.  Upon the bankruptcy, expulsion, receivership or liquidation of the General Partner or upon an assignment for the benefit of creditors by the General Partner or upon the occurrence of any other legal incapacity, retirement or resignation of the General Partner, the remaining partners may continue the business of the partnership in accordance with the provision of Article X of the Partnership Agreement, a copy of which is attached hereto and marked Exhibit C.	
 	 	
14.  No right is given to a Limited Partner to demand and receive property, other than cash, in return for his contribution.	

     IN WITNESS WHEREOF, the undersigned partners have caused this Certificate to be signed this 5th, day of May, 1989. 
GENERAL PARTNER: 	OAKLANDS BUSINESS PARKS, INC. 	
 	 	
 	BY:  JAMES J. GORMAN         	
 	 	
LIMITED PARTNERS:	 /s/ JAMES J. GORMAN              	
 	JAMES J. GORMAN	
 	 	
 	 /s/ CHRISTOPHER J. KNAUER  	
 	CHRISTOPHER J. KNAUER	

 
EXHIBIT A TO CERTIFICATE OF
LIMITED PARTNERSHIP OF 
PROJECT 114, A LIMITED PARTNERSHIP 
 	 	 	Percentage of	 	
Name of Limited Partner	 	 	Profits, Losses	 	
and Place of Residence	 	Case Contribution	 	and Distributions	 	

Christopher J. Knauer	 	$10.00	 	49.5%	 	
325 St. James Road	 	 	 		 	
West Chester, PA 19380	 	 	 		 	
 	 	 	 		 	
James J. Gorman	 	$10.00	 	49.5%	 	
45 Righters Mill Road	 	 	 	 	 	
Narberth, PA 19072	 	 	 	 	 	

EXHIBIT B 
     XXX. Distributions of net proceeds upon any sale exchange or other disposition of the property of the Partnership or the net proceeds resulting from any refinancing of any mortgage on such property shall be allocated: 
     (a) To reimburse the general partner or Christopher J. Knauer and/or James J. Gorman for any sums advanced pursuant to Article XV C. hereof or any other advances made by them for any partnership purposes plus interest thereon at the prime rate of Fidelity Bank from time to time outstanding plus two percent (2%) interest per annum from the date of each such advance. 
     (b) To each of the Partners to return any capital contributions (other than contributions made pursuant to subparagraph (a) above) made by any such Partners, without interest. 
     (c) The balance thereof to all of the Partners in proportion to their percentage interest in the Partnership set forth in Article VI, Section A hereof. 

Article X
Disabling Event, Dissolution and Termination
A.      Disabling Event.     A disabling event shall be deemed to be the occurrence of any one of the following events:	 	
 	1.	The bankruptcy, expulsion, receivership, or liquidation of a General Partner, or an assignment for the benefit of creditors by a General Partner; or	 	
 	 	 	 	
 	2.	The occurrence of any other legal incapacity with respect to a General Partner; or	 	
 	 	 	 	
 	3.	The retirement or resignation of a General Partner.	 	
 	 	 	 	
B.      Effect of Disabling Event.      Following a disabling event, the affairs of the Partnership shall not be wound up in the event there is a General Partner remaining, but the business shall be continued by the remaining General Partner and Limited Partners under the terms of this Agreement.	 	
 	 	 	 	
        Should the Partnership be dissolved and all of the General Partners cease to serve, then a majority in Interest of the Limited Partners may elect to continue the business of the Partnership at any time within sixty (60) days following the date of the dissolution by designating a successor General Partner.	 	
 	 	 	 	
        Should the Partnership be dissolved, but the business of the Partnership be continued, then the Certificate of Limited Partnership shall be amended and the reconstituted Limited Partnership shall succeed to all the Property of the Partnership and all the obligations secured thereby.	 	
EXHIBIT C

Microfilm Number_________	 	 	Filed with the Department of State on JUN 30 1997	 	
 	 	 	 	 	
Entity Number 1507794	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
 	 	 	 	 	
CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB:15-8512 (Rev 90)	
 	
     In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned, limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that:	
 	 	
1.	The name of the limited partnership is: Project 114, a Limited Partnership	

 	 	
2.	The date of filing of the original Certificate of Limited Partnership is: May 12, 1989	
 	 	
3.	(Check, and if appropriate complete, one of the following):	
 	 	
 		The amendment adopted by the limited partnership, set forth in full, is as follows:	
 	 	 	 	
 	 	Withdrawal of the General Partner, Oaklands Business Parks, Inc. – 1% Addition of General Partners:	
 	 	 	 	
 	 	 	James J. Gorman 	1/2% General Partner	
 	 	 	 	
 	 	 	Christopher J. Knauer 	1/2% General Partner	
 	 	 	 	 	
 		The amendment adopted by the limited partnership 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: June 15, 1997 at 12:00 noon 	
 	 	 	                                                                         Date                    Hour	
 	 	 	 	
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
 	 	
 		 	The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
 	 	 	 	
     IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 17th day of June 1997.	
 	
 	 	 	 	Project 114, a Limited Partnership	
 	 	 	 		
 	 	 	 	(Name of Partnership)	
 	 	 	 	 	
 	 	 	BY:	/s/ JAMES J. GORMAN	
 	 	 	 		
 	 	 	 	JAMES J. GORMAN (Signature)	
 	 	 	 	 	
 	 	 	BY:	/s/ CHRISTOPHER J. KNAUER	
 	 	 	 		
 	 	 	 	CHRISTOPHER J. KNAUER	
 	 	 	 	 	
 	 	 	TITLE:	General Partners	

Microfilm Number_________	 	 	Filed with the Department of State on AUG 26 1998	 	
 	 	 	 	 	
Entity Number 1507794	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
 	 	 	 	 	
CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB:15-8512 (Rev 90)	
 	
     In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend and restate its Certificate of Limited Partnership, hereby certifies that:	
 	
1.  	The name of the limited partnership is: PROJECT 114, LIMITED PARTNERSHIP	
 	 	
2.  	The date of filing of the original Certificate of Limited Partnership is: May 12, 1989, as amended on June 30, 1997.	
 	
3.  	The amendment adopted by the limited partnership, set forth in full, is as follows:	
 	 	
 	a.  	The name of the partnership is hereby changed to 442 CREAMERY WAY ASSOCIATES, L.P.	
 	 	 	
 	b.	Oaklands Business Parks. Inc. hereby withdraws as general partner of said limited partnership. PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P. is hereby substituted as general partner of the partnership.	
 	 	 	
 	c.  	The address of the general partner is amended as follows:	
 	 	 	
 	 	 	1160 W. Swedesford Road, Suite 140 
Southpoint One
Berwyn, Pennsylvania 19312	
 	
4.  	The amendment shall be effective upon filing this Certificate of Amendment in the Department of State.	
 	 	
5.  	This restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	

IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 25th day of August, 1998.
 	442 CREAMERY WAY ASSOCIATES, L.P.,
a Pennsylvania limited partnership	
 	 	 	
 	WITHDRAWING GENERAL PARTNER:	
 	 	 	
 	Oaklands Business Parks, Inc., a Pennsylvania corporation	
 	 	 	
 	By:	/s/ James J. Gorman	
 	 		
 	Name:	James J. Gorman	
 	Title:	Pres.	

	
 	 	 	
 	SUBSTITUTED GENERAL PARTNER:	
 	 	 	
 	Prentiss Properties Acquisition Partners, L.P., its sole general partner	
 	 	 	
 	By:	Prentiss Properties I, Inc., general partner 	
 	 	 	
 	By:	/s/ Henry C. Gulbrandsen, Jr.

 	 	Henry C. Gulbrandsen, Jr., Vice President	

 	 	 	 	 	
Microfilm Number_________	 	 	Filed with the Department of State on APR 12 2001	 	
 	 	 	 	 	
Entity Number                           	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
 	
CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB:15-8512 (Rev 90)	
 	
     In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned, limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that:	
 	 	
1.	The name of the limited partnership is: 442 Creamery Way Associates, L.P.	
 	 	
2.	The date of filing of the original Certificate of Limited Partnership is: May 12 , 1989	
	 	  	 	
3.	(Check, and if appropriate complete, one of the following):	 	
	 	 	 	
		The amendment adopted by the limited partnership, set forth in full, is as follows:	

 	 	 	

 	 		

		 		
		The amendment adopted by the limited partnership 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	
 				
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
 				
		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
	 			
	IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 6th day of April, 2001.	

WITHDRAWING GENERAL PARTNER:	 	 	NEW GENERAL PARTNER:	
 	 	 	 	
442 Creamery Way Associates, L.P., a Pennsylvania limited partnership	 	 	Brandywine Operating Partnership, L.P., a Delaware Limited partnership	
By: Prentiss Properties Acquisition Partners L.P., its sole general partner	 	By:   	Brandywine Realty Trust, general partner	
By: Prentiss Properties I, Inc., its general partner	 		 	
 	 		 	
BY: XXXXXX	 	BY:   	XXXXXX	
 	 	 	 	
TITLE: Senior Vice President	 	TITLE:   	President and Chief Executive Officer	

 
 	
     EXHIBIT A	
 	
     CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP	
 	
     442 CREAMERY WAY ASSOCIATES, L.P.	
 	
Article 2 and Article 3 of the Certiticaie of Limited Partnership of 442 Creamery Way Associates, L.P. are hereby amended in their entirety as follows:	
 	 	
2.  	The address of this limited partnership’s registered office in this Commonwealth is:	
 	
 	14 Campus Boulevard, Suite 100, Newtown Square, PA 19073-3280	
 	 	
3.  	The name and business address of the general partner of the partnership is:	
 	 	
 	Brandywine Operating Partnership, L.P. 14 Campus Boulevard, Suite 100, Newtown Square, PA 19073-3280	

 
 	
PENNSYLVANIA DEPARTMENT OF STATE	
CORPORATION BUREAU	
			
Certificate of Amendment-Domestic	
(15 Pa C.S.)	
 	 	 	 	 	
Entity Number 
UNREADABLE TEXT	 	 	 	 	
 	 	 	 	 	
 	 	 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			
 	HARRISBURG, PA 17108-1181	 	 	
	 	 	
City	State	Zip Code	 	 	

Fee: $52	Filed in the Department of State on Jun 06 2002	 	

 	XXXXXX	 	
 		 	
[Signature to be supplied]	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:
442 Creamery Way Associates, L.P.	

2.  	The date of filing of the original Certificate of limited Partnership Organization:
5-12-89	
 	 	
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	

 
 	 	
5.  	Check if the amendment restates the Certificate of Limited Partnership/Organization	
 	 	
	The restated Certificate of Limited Patnership/Organization supersedes the origiinal 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
4th day of June 2002 

442 Creamery Way Associates, L.P.	
 	 		
 	 	Name of Limited Partnership/Limited Liability Company	

 	 	Signature	
 	 	 	
 	 	(See Exhibit B attached)	
 	 		
 	 	Title	

EXHIBIT A 
TO CERTIFICATE OF AMENDMENT 
442 CREAMERY WAY ASSOCIATES, L.P. 
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows: 
‘‘Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.’’
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows: 
‘‘Article 6. The name and business address of each general partner is: Brandywine Operating Partnership, L.P., 401 Plymouth Road, Suite 500. Plymouth Meeting, PA 19462, Montgomery County.’’
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows: 
‘‘Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.’’

EXHIBIT B 
to 
CERTIFICATE OF AMENDMENT

of 

442 CREAMERY WAY ASSOCIATES, L.P. 
  
By:    	Brandywine Operating Partnership, L.P., a Delaware limited partnership General Partner 	
	 	
By:    	Brandywine Realty Trust, a Maryland real estate trust	
	 	
By:    	/s/ Brad A. Molotsky	
	Brad A. Molotsky, Secretary	

Exhibit 3.87
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
442 CREAMERY WAY ASSOCIATES, L.P.
Dated as of April 13, 2004

TABLE OF CONTENTS
 
 	 	 	 	 	 	Page	 	
Section 1.			Continuation, Partners and Name.			1		
Section 2.			Partnership Purposes.			2		
Section 3.			Term of Partnership.			3		
Section 4.			Principal Place of Business; Registered Office.			3		
Section 5.			Partnership Interests.			3		
Section 6.			Management.			4		
Section 7.			Capital.			8		
Section 8.			Allocation of Income and Losses.			12		
Section 9.			Distributions.			13		
Section 10.			Actions and Compensation of Partners.			14		
Section 11.			Transactions with Affiliates.			14		
Section 12.			Books, Records and Financial Reports.			15		
Section 13.			Restrictions on Transfer.			16		
Section 14.			Take Along Rights.			17		
Section 15.			Admission of Additional Partners.			18		
Section 16.			Representations, Warranties and Covenants.			18		
Section 17.			Bankruptcy of a Limited Partner.			19		
Section 18.			Dissolution Events.			19		
Section 19.			Winding up, Liquidation and Dissolution.			20		
Section 20.			Liabilities.			22		
Section 21.			Power of Attorney.			23		
Section 22.			Successors and Assigns.			24		
Section 23.			Notice.			24		
Section 24.			Certain Matters.			25		
Section 25.			Governing Law.			25		
Section 26.			Entire Agreement.			25		
Section 27.			Captions.			25		
Section 28.			Amendment.			25		
Section 29.			No Third Party Beneficiary.			26		
Section 30.			Estoppels, Etc.			26		
Section 31.			No Waiver.			27		
Section 32.			Severability.			27		
-i-

          This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”) of 442 Creamery Way Associates, L.P., a Pennsylvania limited partnership (the “Partnership”), is made and entered into as of April 13, 2004, by and among Brandywine Operating Partnership, L.P. (“BOP”), a Delaware limited partnership, in a capacity as both a general partner (in such capacity, the “General Partner”), and a limited partner (in such capacity, a “Limited Partner”), and Witmer Operating Partnership I, L.P. (“Witmer”), as a limited partner (together with BOP in BOP’s capacity as a limited partner and together with any person or persons who may hereafter be admitted to the Partnership as a limited partner, individually, a “Limited Partner” and collectively the “Limited Partners”). The General Partner, the Limited Partners and such other persons as may become partners of the Partnership in accordance with this Agreement are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner.”
          By Certificate of Limited Partnership filed with the Secretary of State of the Commonwealth of Pennsylvania on May 12, 1989, 442 Creamery Way Associates, L.P. (the “Partnership”) was formed. Immediately prior to August 27, 2001 (the date of the first amended and restated agreement of limited partnership), the partners in the Partnership consisted of BOP, as the General Partner and as a Limited Partner, PPAP, as a Limited Partner, and James J. Gorman (“Gorman”) and Christopher J. Knauer (“Knauer”), also as limited partners. Immediately prior to the date hereof, the partners in the Partnership consisted of BOP, as the General Partner and as a Limited Partner, and Prentiss Properties Acquisition Partners, L.P. (“PPAP”), as a Limited Partner.
          On the date hereof, PPAP has transferred to BOP all of its right, title and interest in and to the Partnership (consisting, in each case, of an 11% “Capital Percentage Interest” and a 1% Profit Percentage Interest”, as each such term is defined in the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 27, 2001 (the “Prior Partnership Agreement”)), and PPAP has withdrawn completely from the Partnership, and BOP and Witmer desire to amend and restate in its entirety the Prior Partnership Agreement, as amended.
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that PPAP has withdrawn as a limited partner of the Partnership, and the Prior Partnership Agreement is hereby amended and restated in its entirety, as follows:
Section 1.     Continuation, Partners and Name.	
   
 	       (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect in the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”), for the purposes set forth in Section 2 hereof. The Partners shall consist of BOP, as the sole General Partner, and BOP and Witmer, as Limited Partners. The business and affairs of the Partnership shall be conducted under the name set forth above or such other name as the General Partner shall, in its sole discretion, designate in writing.	
 	       (b)     By executing this Agreement each Partner hereby agrees that the Partnership shall be governed by the Act except as otherwise herein expressly stated. 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, or as may be necessary or appropriate to permit the Partnership to engage in the activities contemplated by Section 2 hereof; and the Partners shall further obtain such business licenses, certificates of qualification and other evidences of authority and shall execute all certificates, notices, statements, and other instruments as may from time to time during the term of the Partnership be necessary or appropriate in the opinion of the General Partner to the achievement of the purposes set forth in Section 2 or as may be required by applicable law so that the Partnership may conduct its business and own the Property (as defined herein).	
 	
Section 2.     Partnership Purposes.	
          The purpose of the Partnership is to directly, or indirectly through one or more Affiliates (as defined below), acquire, own, hold, construct, develop, maintain, lease, mortgage, encumber, operate, sell and/or transfer, convey or exchange one or more parcels of land and any buildings and improvements now existing or hereafter constructed thereon (collectively, the “Property”) and to enter into and perform any and all other activities as may be incidental or related thereto. To carry out these purposes the Partnership shall, subject to the terms of this Agreement and any other agreement entered into by the Partnership, have and exercise all powers now or hereafter permitted by the laws of the Commonwealth of Pennsylvania to be exercised by a limited partnership formed under the laws of that state, and to do any and all things not prohibited by law in furtherance of the business of the Partnership. Without limiting the foregoing, the Partnership shall have the right, power, and authority to: directly or indirectly, sue and be sued in all courts and participate in all proceedings; hold, purchase, receive, lease or otherwise acquire, own, improve, employ, use and deal in and with real or personal property or any interest therein; hold title to any or all of its property in the name of any partnership, corporation or other entity, including the General Partner; sell, convey, lease, exchange, transfer or otherwise dispose of or mortgage or pledge all or any of its property and assets, or any interest therein; wind up and dissolve itself as provided in this Agreement; enter into any contract (including any contracts of guaranty and suretyship with respect to the obligations of the Partnership or third parties, including any Affiliates), agreement, undertaking, arrangement, or any joint venture, partnership or association of any kind; incur liabilities, borrow or lend money, issue notes, bonds, and other obligations to any person (including, without limitation, the General Partner and other Affiliates), and secure any of its obligations (or obligations of its Affiliates) by mortgage, pledge or other encumbrance of all or any of its property (including, without limitation, mortgages in favor of or securing obligations of third parties, including its Affiliates, that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of the same or other parties, including Affiliates), franchises, and income; issue additional securities of any type, including interests, rights, options, or warrants; lend money, invest and reinvest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested; hire any and all persons as employees, agents, independent contractors, consultants or otherwise; provide insurance for its benefit on the life of any of its Partners or their partners, officers, directors or employees; guaranty, purchase, take, receive, subscribe for or otherwise acquire, own, hold, use or otherwise employ securities or interests in any entity (including joint ventures, corporations, and general and limited 
-2-

partnerships); and to take or cause to be taken all actions and to perform all functions necessary or appropriate to conduct the business of the Partnership.
          As used herein, the term “Affiliate” shall mean any corporation, partnership or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Partnership. The Affiliates of the Partnership include on the date hereof (without limitation) the General Partner and any partnership in which the General Partner or the Partnership is a general partner.
Section 3.     Term of Partnership.	
          The term of the Partnership has commenced and shall continue until December 31, 2094, unless earlier dissolved pursuant to the terms of Section 18 hereof or by operation of law.
Section 4.     Principal Place of Business; Registered Office.	
          The principal place of business and the registered office of the Partnership is at the offices of the General Partner, 401 Plymouth Road, Suite 500, Plymouth Meeting, Pennsylvania 19462 or at such other location as the General Partner shall from time to time determine.
Section 5.     Partnership Interests.	
 	 	
 	          (a)     The Partnership shall initially have two classes of partnership interests (“Partnership Interests”): (i) general partnership interests (“General Partnership Interests”); and (ii) limited partnership interests (“Limited Partnership Interests”).	
 	 	
 	          (b)     The General Partner may in its sole discretion cause the Partnership to create and issue such additional classes of Partnership Interest with such rights, privileges, and franchises as it determines to be appropriate. Any such issuance may be made by the General Partner, acting singly without the consent of any other Partner, by setting forth either in an amendment or an addendum to this Agreement, the relative rights, obligations, duties, and preference of each new class of securities or interests that is created. A copy of this Agreement as so amended, or the addendum as so adopted, as the case may be, shall be provided to each other Partner. All filings necessary to be made under the Act or applicable law in connection with the creation of any such interest shall be made by the General Partner on behalf of the Partnership. No Partner shall have any preemptive or other rights to subscribe for or acquire any additional securities, interests or indebtedness which may be issued by the Partnership.	
 	 	
 	          (c)     The General Partner may solicit and accept additional capital contributions from any Partner or other person and/or cause the Partnership to issue additional partnership interests, rights, options or warrants exercisable for or convertible into partnership interests, or any other “securities” of any type or class whatsoever. Any such securities may be issued for cash, property, services, or such other type, form, and amount of consideration (including notes, other evidences of indebtedness or obligations of the person acquiring the security as the case may be) as the General Partner may determine to be appropriate.	
-3-

	          (d)     Any person may hold more than one class of Partnership Interest at the same time, and in such event shall for the purposes of this Agreement be separately entitled to the rights afforded a Partner in each of such classes under this Agreement. To the extent that a General Partner contributes to the capital of the Partnership as a Limited Partner or purchases any Limited Partner’s Partnership Interest, it shall be treated in all respects as a Limited Partner as to such interest.	
	 	
	          (e)     No Limited Partner shall either directly or indirectly take any action to require partition or appraisal of the Partnership or any of its assets or properties or cause the sale of any Partnership property, and notwithstanding any provision of applicable law to the contrary, each Partner (and its or his legal representatives, successors or assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its or his Partnership Interest, or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement.	
	 	
	          (f)     All real and personal property owned by the Partnership shall be owned by the Partnership as an entity, and insofar as permitted by applicable law, no Partner shall have any ownership interest in such property in his or its individual name or right. Each Partner’s interest in and to all Partnership property shall be personal property for all purposes. Without limiting or expanding the foregoing, to the extent allowable under applicable law, the Partnership may hold title to all or any part of its properties or assets in the name of an individual, corporation, partnership, trust or otherwise, the beneficial interest in which shall at all times be vested in the Partnership, and may agree that any such title holders be vested with all or any part of the powers which might otherwise reside in the Partnership. Any such title holder shall perform any and all of their respective functions to the extent and upon such terms and conditions as may be determined from time to time by the General Partner in its sole discretion. All Partnership assets shall be recorded as the property of the Partnership on its books and records, regardless of the name in which legal title may be held.	
 	
Section 6.     Management.	
 	 	
 	          (a)     The General Partner. The Partnership shall be managed by or under the sole direction of the General Partner. All decisions relating to the business and affairs of the Partnership shall be made, and all action proposed to be taken by or on behalf of the Partnership shall be taken, by or under the direction of the General Partner in its sole and absolute discretion and without the consent of the Limited Partners. All such decisions or actions made or taken by or under the direction of the General Partner hereunder shall be binding upon all of the Partners and the Partnership. All approvals, consents, or ratifications of actions taken by the General Partner required herein may be prospective or retroactive.	
 	 	
 	          (b)     Specific Power and Authority of the General Partner. The General Partner shall have and exercise, and is hereby granted, all of the powers of the Partnership and full, exclusive, and complete authority and discretion in the management and control of the Partnership. Without limiting the foregoing, the power and authority of the General Partner to make all decisions with respect to the business and affairs of the Partnership and to take such action for and on behalf of the Partnership as it may deem necessary or appropriate to enable the 	
-4-

Partnership to carry out its purposes shall include, without limitation, the full and complete power and authority, without the consent of the Limited Partners, to do the following:
			               (i)     borrow money, procure loans and advances from, for and on behalf of the Partnership (including, without limitations, loans made by the General Partner or any Affiliate to the Partnership), cause any Affiliate to borrow money from, for or on behalf of such Affiliate, to guaranty the obligations of any Affiliate for borrowed money, and to repay, discharge, settle, adjust, compromise or liquidate any such loan or advance, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;	
			 	
			               (ii)     cause the Partnership to lend money (on either a secured or an unsecured basis) to the General Partner, any Affiliate or to any other person or entity on such terms and conditions as the General Partner determines to be necessary or appropriate;	
			 	
			               (iii)     to secure any loans to the Partnership (including, without limitation, loans from the General Partner or any Affiliate or other person) or to secure loans to any Affiliate or other person or to secure any guaranty by the Partnership of either its obligations or the obligations of any Affiliate or other person, convey, mortgage, pledge, assign, or hypothecate, for and on behalf of the Partnership or any Affiliate of the Partnership all or any part of the Property or other assets of the Partnership; to secure any of its obligations (or any obligation of any of its Affiliates (including obligations of the General Partner)) by mortgage, pledge or other encumbrance of all or any of the Partnership’s property or assets (including, without limitation, mortgages securing obligations of Affiliates or other persons that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of such or other Affiliates and persons); to grant any right which it deems necessary or appropriate to be granted with respect to any properties or assets of the Partnership, including, without limitation, easements and other rights appertaining to real property held by the Partnership;	
			 	
			               (iv)     execute and deliver for and on behalf of the Partnership or any Affiliate or other person any contract necessary or incidental to the operation of the property or any business of the Partnership (including any contract of guaranty or suretyship), any promissory note, bond, deed of trust, mortgage, security agreement, financing statement, lease, assignment of leases, guaranty, or other obligation or evidence of indebtedness and all instruments required or advisable in connection with any such instrument;	
			 	
			               (v)     obtain insurance on the Property and any other assets of the Partnership;	
			 	
			               (vi)     acquire and hold the Property and such other real property, tangible and intangible personal property (including, without limitation, securities or other interests in any entity, and to acquire any such securities or interests in exchange for real or personal property) and other assets as may be necessary or desirable to carry on the business, of the Partnership, or to cause any Affiliate in which the Partnership is a partner or shareholder to acquire and hold real property, tangible and intangible personal property and other assets; and to sell, lease, mortgage, pledge, assign, hypothecate, develop, manage, use, operate, exchange or otherwise dispose of such real property, tangible and intangible personal property and other assets upon such terms and conditions as the General Partner deems necessary or appropriate;	
-5-

			               (vii)    construct, develop, maintain, operate, improve and sell any or all properties owned by the Partnership, or cause such properties to be constructed, developed, maintained, and operated and improved by any Affiliate including, expressly, the power and authority to consummate any interim or permanent financing with respect thereto;	
			 	
			               (viii)    lease the Property and any property owned by any Affiliate and collect all rentals and all other income accruing to the Partnership or such Affiliate, and to pay all acquisition and construction or development costs and all expenses of operation, whether capital or otherwise with respect to the Property and/or such properties owned by an Affiliate;	
			 	
			               (ix)     prepare, or have prepared, and file all tax returns for the Partnership and make all tax elections for the Partnership, including any election under Section 709 of the Internal Revenue Code of 1986, as amended (the “Code”), to amortize certain organizational expenditures incurred by the Partnership over a period of not less than 60 months, and an election under Code Section 754, provided, however, that the Partner or Partners requesting that the Partnership make such election under Code Section 754 shall reimburse the Partnership for any additional costs incurred by the Partnership in making the election for and on behalf of the Partnership;	
			 	
			               (x)     institute, prosecute, defend and settle any legal, arbitration or administrative actions or proceedings on behalf of or against the Partnership or any Affiliate or other person (including, without limitation, any insurance claims), as the General Partner, in its sole discretion, may deem necessary or desirable;	
			 	
			               (xi)     maintain and operate the assets of the Partnership or any Affiliate or other person or any part or parts thereof;	
			 	
			               (xii)    employ, engage or contract with and dismiss or terminate the employment of, supervise and compensate such persons, firms or corporations for and in connection with the business of the Partnership or any Affiliate and the acquisition, development, improvement, operation, maintenance, management, leasing, financing, refinancing, sale, exchange or other disposition of any assets of the Partnership or any Affiliate or other person or any interest in any of such assets as the General Partner, in its sole discretion, may deem necessary or desirable;	
			 	
			               (xiii)    pay any debts and other obligations of the Partnership or Affiliate and to cause any Affiliate to pay the debts and obligations of such Affiliate, including amounts due under any construction and permanent financing of improvements and other loans to the Partnership or such Affiliate, as the case may be, and costs of operation and maintenance of the assets of the Partnership or such Affiliate, as the case may be;	
			 	
			               (xiv)    pay all taxes, assessments, rents and other impositions applicable to the assets of the Partnership or any Affiliate and undertake when appropriate any action or proceeding seeking to reduce such taxes, assessments, rents or other impositions;	
			 	
			               (xv)    deposit or invest all monies received by the General Partner for or on behalf of the Partnership or any Affiliate as the General Partner shall deem appropriate and to conduct all banking transactions, open, maintain and close bank accounts and change signatories 	
-6-

on such accounts, and to draw checks and other orders for the payment of monies and to disburse all funds on deposit and liquidate such investments on behalf of the Partnership or such Affiliate in such amounts and at such times as the same may be required;
			               (xvi)     sell or otherwise transfer all, substantially all or any of the Property and other assets of the Partnership or to cause any Affiliate to sell or otherwise transfer all or any of its properties and other assets, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;	
			 	
			               (xvii)    act as the tax matters partner for the Partnership or any Affiliate (within the meaning of Code Section 6231);	
			 	
			               (xviii)   perform other obligations provided elsewhere in this Agreement to be performed by the General Partner, including, without limitation, the preparation of all financial reports, the maintenance of the Partnership books and records;	
			 	
			               (xix)     in connection with borrowings made by or on behalf of the Partnership from the General Partner, mortgage, pledge, or otherwise grant securities interests on any or all of the Partnership’s assets or properties to secure the obligation of the Partnership to the General Partner and the obligations of the General Partner to its lenders in respect of any such borrowings or otherwise; and	
			 	
			               (xx)      take any and all other actions as the General Partner may deem necessary or appropriate in furtherance of the business of the Partnership.	
          The General Partner shall be entitled to act upon any resolution, certificate, statement, agreement, document, or other instrument, and to consult with legal counsel, accountants, appraisers, and other professionals and persons, and to rely upon the authenticity and genuineness of all such writings and the advice of such persons in connection with the business of the Partnership. Any act which may be taken by the General Partner hereunder, may be taken by any of its duly authorized officers or any attorney-in-fact for either the General Partner or such officers.
          By executing this Agreement, each Limited Partner hereby expressly consents to any exercise by the General Partner of any or all of the foregoing powers.
		          (c)     Guaranty of Obligations of the General Partner. Without limiting the provisions of Sections 2, 6(a) or 6(b) above, the General Partner and each Limited Partner expressly acknowledge and agree that the Partnership’s financial standing and economic viability depend in large part on the financial standing and economic viability of the General Partner and its Affiliates, including the General Partner’s ability to borrow funds for the benefit of the General Partner and all of its Affiliates, and to secure such borrowings with first and subordinate liens on real property. The General Partner and each Limited Partner hereby consent and agree to any and all guarantees by the Partnership of indebtedness for borrowed money and other obligations of the General Partner and/or any other Affiliate. The General Partner and each Limited Partner hereby consent and agree that it is a good and valid Partnership purpose given for good and valuable consideration for the benefit of all the Partners for the Partnership to convey, mortgage, assign, pledge and/or hypothecate the Property, any tangible or intangible 	
-7-

		personal property or any other assets of the Partnership as security for any such guaranty or as security for the obligations or liabilities of the General Partner and/or any other Affiliate. The foregoing is given with the understanding and agreement that the General Partner and each other Affiliate for whose benefit any such guaranty is given will have the power and authority to guaranty obligations and liabilities of the Partnership.	
		 	
		          (d)     Evidence of Authority of General Partner. The signed statement of the General Partner, reciting that it has authority to undertake any act, when delivered to any third party, shall be all the evidence such third party shall need concerning the capacity or authority of the General Partner to so act, and any such third party shall be entitled to rely upon such statement and shall not be required to inquire further as to any of the facts contained in such statement, said facts being deemed to be true insofar as such third party is concerned.	
		 	
		          (e)     Limited Partners. The Limited Partners shall have no right or authority to act for or to bind the Partnership and shall not participate in the conduct, management or control of the Partnership’s affairs or take any action that would cause a default or non-compliance under any contract or agreement to which the Partnership is a party or which is related to the use, operation, maintenance, development or financing of the Partnership’s properties or assets. No Limited Partner may voluntarily withdraw from the Partnership without the prior consent of the General Partner, which consent may be given or withheld in the sole discretion of the General Partner.	
          Each Limited Partner hereby waives any rights which he might otherwise have under applicable law as a creditor with respect to any distribution to be made hereunder to the maximum extent permitted by the Act.
		          (f)     Specific Consent. The Limited Partners hereby specifically consent and agree in accordance with the Act that the General Partner shall have the right, power and authority, notwithstanding anything in the Act to the contrary, to (i) sell all or substantially all of the assets of the Partnership, (ii) confess judgment against the Partnership or execute any note, mortgage or other agreement containing a provision pursuant to which judgment may be confessed against the Partnership or its assets, (iii) pledge or mortgage any or all of its assets as security for the repayment of any loans to the Partnership (including, without limitation, any loans made to the Partnership by its General Partner) , and (iv) take any other action not inconsistent with the terms of this Agreement, in each case without the further consent of the Limited Partners, which consent shall be deemed to be granted hereby.	
 	
Section 7.     Capital.	
 	 	
 	          (a)     Initial Capital Contributions. On or prior to the date hereof, the Partners have contributed to the capital of the Partnership or shall be deemed to have contributed to the capital of the Partnership an amount equal to such Partner’s Capital Interest (as defined below) multiplied by the fair market value of the interests in the Partnership as of the date hereof (an “Initial Capital Contribution”).	
 	 	
 	          (b)     Additional Capital Contributions. No Partner shall have any obligation to contribute any additional sum to the capital of the Partnership. If the General Partner determines 	
-8-

	that additional funds are necessary for Partnership purposes, it may, at its sole discretion, borrow such funds on behalf of the Partnership from third parties on such terms and conditions as the General Partner deems necessary or appropriate, loan such funds to the Partnership or contribute such funds to the Partnership as an additional capital contribution or obtain such funds through the issuance of securities as provided in Section 5(c) above. Any loans by the General Partner to the Partnership shall bear interest at such reasonable rate as the General Partner shall determine, not exceeding 3.0% per annum over the greater of the General Partner’s average cost of funds or the rate of interest charged on the General Partner’s principal bank line of credit, in each case as the same may change from time to time. Any loans by the General Partner to the Partnership shall be paid out of available Operating Cash Flow from the Partnership before any distribution shall be made to the Partners.	
		 	
		          (c)     Percentage Interest. The Partners shall have separate and differing interests in the capital (“Capital Interest”) and in the profits (“Profits Interest”) of the Partnership, which at the date hereof are as set forth below:	
 
 	 	 	 	 	Capital Interest	 	 	Profits Interest	 	
										
 	 	BOP (as General Partner)	 	 	2.0	%	 	2.0	%	
 	 	Witmer	 	 	11.0	%	 	1.0	%	
 	 	BOP (as Limited Partner)	 	 	87	%	 	97	%	
 
		          (d)     Adjustments to Percentage Interests. Upon the admission of any additional Partners to the Partnership, or upon the making of any additional Capital Contribution to the Partnership by a Partner, the percentage interests of the Partners shall be adjusted, so that their respective percentage interests shall be the percentage that each Partner’s aggregate Capital Contributions to the Partnership bears to the aggregate Capital Contributions of all Partners to the Partnership at the applicable time of determination or, in such other manner as may be reasonably determined by the General Partner.	
		 	
		          (e)     No Interest, Etc. No Partner shall be entitled to (i) receive any interest or other compensation on or with respect to its Capital Contributions or withdraw any part of its capital contributions or receive any distribution, except as provided in Sections 9 and 19 hereof; or (ii) demand or receive any property from the Partnership other than cash.	
		 	
		          (f)     Establishment of Capital Accounts.	
		 	 	
		 	               (i)     General Rule. A capital account shall be established for each Partner (hereinafter referred to as “Capital Account”) in the amount of such Partner’s Initial Capital Contribution and shall be determined and maintained in accordance with the rules of Treasury Regulation (“Treas. Reg.”) §1.704-1(b)(2)(iv). Pursuant to such rules, a Partner’s Capital Account shall be increased by:	
		 	 	 	
		 	 	                    (A)     the amount of money contributed by the Partner to the Partnership;	
-9-

				                    (B)     the fair market value of property (other than money) contributed by, or on behalf of, the Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership assumes or subject to which it takes the property); and	
				                    (C)     allocations to the Partner of Partnership income and gain (or items thereof), including income and gain exempt from tax and income based on the book values described in Section 7(h) of this Agreement;	
and decreased by:
				                    (D)     the amount of money distributed to the Partner by the Partnership;	
				 	
				                    (E)     the fair market value of property (other than money) distributed to the Partner by the Partnership (net of liabilities secured by such distributed property that the Partner assumes or subject to which he takes the property);	
				 	
				                    (F)     allocations to the Partner of expenditures of the Partnership not deductible in computing its taxable income and not properly chargeable to capital account (including organization or syndication expenditures not deductible by the Partnership pursuant to Code Section 709 and losses disallowed to the Partnership under Code Sections 267(a)(1) or 707(b)); and	
				 	
				                    (G)     allocations of Partnership loss and deduction (or items thereof), including loss and deduction described in Section 7(h) of this Agreement but excluding items described in clause (F) above and percentage depletion in respect of an item of depletable property of the Partnership in excess of the adjusted tax basis of such property;	
and shall otherwise be adjusted in accordance with the remaining provisions of this Section 7.
			               (ii)     For purposes of paragraphs (f) through (k) of this Section 7, except as otherwise provided herein, the fair market value of property contributed to the Partnership or distributed by the Partnership, if permitted under Treas. Reg. §1.704-1(b)(2)(iv), shall be the value assigned to such property by agreement between the General Partner and the Partner (other than the General Partner) by which such property is contributed or to which such property is distributed. If no such agreement as to value is made, the fair market value of such property shall be determined by an appraisal.	
		 	
		          (g)     Special Rules Regarding Distributions of Property. If property (other than money) is distributed to a Partner (whether in liquidation of his interest or otherwise) then immediately prior to such distribution, the Capital Accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners if there were a taxable disposition of such property for the fair market value of the property (but not less than the amount of any nonrecourse indebtedness to which such property is subject) on the date of distribution.	
-10-

		          (h)     Property Carried at a Book Value Different from Tax Basis. If, pursuant to provisions of this Section 7, property is reflected in the Capital Accounts of the Partners and on the books of the Partnership at a book value that differs from the adjusted tax basis of such property, then the adjustments to Capital Accounts in respect of such property prescribed in Sections 7(f)(i)(C), 7(f)(i)(G) and 7(g) shall be determined by reference to depreciation, depletion, amortization, gain or loss as computed for book purposes and no further adjustments shall be made to the Capital Accounts to reflect the Partner’s shares of the corresponding tax items. For the purposes of computing such adjustments to Capital Accounts, the amount of book depreciation, depletion, or amortization for a period with respect to an item of partnership property shall be the amount that bears the same relation to the book value of such property as the depreciation (or cost recovery deduction), depletion, or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property. If such property has a zero adjusted tax basis, the General Partner may select any reasonable method of computing book depreciation, depletion or amortization with respect to such property.	
		 	
		          (i)     Transfers of Interests in the Partnership. Upon the transfer of all or a part of an interest in the Partnership, the Capital Account of the transferor that is attributable to the transferred interest shall carry over to the transferee, adjusted as provided in Section 7(j). If, however, the transfer of an interest in the Partnership causes a termination of the Partnership for federal income tax purposes, then the Capital Account that carries over to the transferee and the Capital Accounts of all other Partners will be recomputed as though all property and liabilities of the Partnership had been distributed in accordance with existing Capital Account balances, adjusted in accordance with Section 7(g), and recontributed to the Partnership (or, in the case of liabilities, reassumed by the Partnership) as though such contributions were being made upon the formation of a new partnership, in accordance with the constructive liquidating distributions and recontributions deemed to occur under Treas. Reg. §1.708-1(b)(1)(iv) (or any successor provision).	
		 	
		          (j)     Adjustments to Capital Accounts in Connection with an Election under Code Section 754. Upon an adjustment to the adjusted tax basis of Partnership property pursuant to Code Sections 732, 734 or 743, the Capital Accounts of the Partners shall be adjusted as provided in Treas. Reg. §1.704-1(b)(2)(iv)(m) (or any successor provision).	
		 	
		          (k)     Revaluations of Partnership Property. Upon (i) a contribution of money or other property to the Partnership by a new or existing Partner as consideration for an interest in the Partnership or (ii) a distribution of money or other property by the Partnership to a retiring or continuing Partner as consideration for relinquishment of an interest in the Partnership, the Capital Accounts of the Partners may, in the discretion of the General Partner, be adjusted to reflect the manner in which the unrealized income, gain, loss or deduction inherent in all Partnership property for federal income tax purposes (that has not been reflected in the Capital Accounts of the Partners previously) would be allocated among the Partners under Section 8 of this Agreement if there were a taxable disposition of all Partnership property for its fair market value immediately prior to such contribution or distribution. For purposes of this Section 7(k) the fair market value of Partnership property shall be the value (but not less than the amount of any nonrecourse indebtedness to which such property is subject) assigned to such property by agreement between the General Partner and the contributor or distributee Partner, as the case 	
-11-

 	 	may be. If such agreement as to value is not made, then the fair market value of such property shall be determined by appraisal by an M.A.I. appraiser selected by the General Partner.	
 	 	 	
Section 8.     Allocation of Income and Losses.	
 	 	 	
 	 	          (a)     General Rules of Allocation. Net Profit, Net Losses and all items of income, gain, loss and deduction, whether or not includible or deductible for federal income tax purposes, shall be credited to or debited against the Partners’ respective Capital Accounts as set forth in this Section 8. It is intended that, as a result of such allocations and the application of Section 7(f), all liquidating distributions made pursuant to Section 19 shall be identical to the amounts that would be distributed to each Partner if such distributions were made instead pursuant to Section 9(c).	
 	 	
 	          (b)     Net Profits and Losses. “Net Profits” or “Net Losses” for any fiscal year or other period shall be an amount equal to the sum of (i) the Partnership’s taxable income or loss for such year or period as shown or reported on the Partnership’s U.S. Partnership return of income (but computed as provided in Section 7(h)), and (ii) any income of the Partnership for such year or period exempt from federal income taxation, reduced by (iii) any expenditures of the Partnership for such year or period not deductible in computing its taxable income and not properly capitalized for federal income tax purposes.	
 	 	
 	          (c)     Net Profits. Net Profits of the Partnership for any fiscal year or other period shall be allocated to the Partners as follows:	
 	 	 	
 	 	               (i)     First, to those Partners having negative Capital Account balances, in proportion to such negative balances, until such negative balances are eliminated;	
 	 	 	
 	 	               (ii)     Second, to those Partners for whom the Initial Capital Contribution reduced by distributions of Extraordinary Cash Flow under Section 9(c)(i) (the “Unrepaid Capital Contribution”) exceeds its Capital Account balance, in proportion to such excesses, until any such excesses are eliminated; and	
 	 	 	
 	 	               (iii)    Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.	
 	 	
 	          (d)     Net Losses. Net Losses of the Partnership for any Fiscal Year or other period shall be allocated to the Partners as follows:	
 	 	 	
 	 	               (i)     First, to those Partners whose Capital Account balances exceed their Unrepaid Capital Contributions, in proportion to such excesses, until such excesses are eliminated;	
 	 	 	
 	 	               (ii)     Second, to those Partners having positive Capital Account balances, in proportion to such positive balances until such positive balances are eliminated; and	
 	 	 	
 	 	               (iii)     Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.	
-12-

		          (e)     Distributive Share for Federal Income Tax Purposes. The Partnership shall report each Partner’s distributive share of Net Profits, Net Losses and items of income, gain, loss and deduction in accordance with the rules of Section 704(b) and (c) of the Code, as determined by the General Partner upon the advice of the Partnership’s accountants and/or tax counsel. Except as otherwise provided herein, each Partner’s share of each item of Partnership income, gain, loss or deduction for each taxable period shall equal such Partner’s share of Net Profits or Net Losses for such period. For Federal income tax purposes, the Partnership shall use the “remedial allocation method,” as described in Treas. Reg. §1.704-3(d), to allocate income, gain, loss or deduction with respect to any property contributed by a Partner to the Partnership and with respect to any property for which differences between book value and adjusted tax basis are created pursuant to Section 7(l). These allocations shall not affect the Partner’s Capital Account.	
		 	
		          (f)     Deficit in Capital Account. No Partner shall be required to restore any deficit balance in its Capital Account to the Partnership except as required by the Act or as provided in Section 19 of this Agreement.	
 	
Section 9.     Distributions.	
 	 	
 	          (a)     Definitions. For purposes of this Section 9, the following terms shall have the respective meanings set forth below:	
          Operating Cash Flow: As to any fiscal year or portion thereof, Operating Revenues less Partnership Expenses and a reserve in a reasonable amount determined by the General Partner for working capital, payment of future known or reasonably foreseeable expenditures, obligations, or liabilities of the Partnership, and repairs, replacements, and improvements to any Partnership assets.
          Operating Revenues: As to any fiscal year or portion thereof, the total cash receipts of the Partnership less “Capital Transaction Proceeds” (the proceeds from Capital Contributions or from any sale, refinancing or any similar transaction with respect to the Partnership’s assets and less insurance proceeds), Capital Contributions, loans, any properly unapplied advance rentals in connection with the leasing of any Partnership assets (which shall be Operating Revenues when applied), and any unforfeited security deposits of tenants of any Partnership assets.
          Partnership Expenses: As to any fiscal year or portion thereof, all expenditures, expenses, and charges related to the management and operation of the Partnership and the conduct of its business and affairs and the ownership, leasing, operation, improvement, construction, development, maintenance and upkeep of any of its assets.
          Extraordinary Cash Flow: As to any fiscal year or portion thereof, the proceeds from the sale of any real property by the Partnership (a “Capital Transaction”) less any expenses, costs, or liabilities incurred by the Partnership in effecting any such sale, and an amount set aside or committed by the General Partner for repair, improvement and replacement to or of any Partnership assets.
-13-

	          (b)     Distributions of Operating Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Operating Cash Flow to the Partners in proportion to their respective Profits Interests.	
	 	
	          (c)     Distributions of Extraordinary Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Extraordinary Cash Flow, if any, to the Partners in proportion to their respective Profits Interests.	
 	
Section 10.     Actions and Compensation of Partners.	
 	 	
 	          (a)     Except as set forth in this Section 10, no Partner shall receive or be entitled to any compensation or reimbursement for its services to or expenses incurred in connection with the Partnership.	
 	 	
 	          (b)     The General Partner shall be entitled to receive reimbursement from the Partnership for all costs and expenses incurred by it in connection with the conduct of the business of the Partnership, or paid by it for the account of the Partnership, including, without limitation, reasonable charges for the management of the Partnership and for maintaining the books and records of the Partnership and all costs and expenses of maintaining the Partnership’s existence and good standing as well as all legal and accounting fees allocable to the Partnership.	
 	 	
 	          (c)     To compensate the General Partner for its services in connection with the leasing and management of the Property, the Partnership may, subject to Section 24, enter into management, leasing, agency or similar agreements in form acceptable to the General Partner, in its sole discretion, with the General Partner or an Affiliate and pay to the General Partner or an Affiliate all management and leasing fees and commissions payable thereunder.	
 	 	
 	          (d)     Nothing in this Agreement shall be deemed to restrict in any way the freedom of any Partner (including, without limitation, the General Partner) or any person, firm or corporation affiliated with any Partner to conduct or engage in any business or activity whatsoever, for its own account and without regard to the business of the Partnership, including, without limitation, acquiring, developing, promoting, leasing, selling or exploiting real property and functioning as a real estate broker, agent or consultant, regardless of the location of the real estate involved in such business or activity; and neither the Partnership nor any Partner shall have any rights in or to, or any right to an accounting for, any income or profit derived by any other Partner or its Affiliate(s) from such business or activity. In this regard, the Partners specifically acknowledge that the General Partner and Affiliates of the General Partner presently engage in businesses which are or may be directly competitive with the business of the Partnership; provided, however, that nothing in this paragraph shall abridge or expand the rights of any Limited Partner under any non-competition agreement or other similar arrangement which it may have entered into with the General Partner or any other Partner.	
 	
Section 11.     Transactions with Affiliates.	
 	 	
 	          (a)     The General Partner is authorized to enter into agreements on behalf of the Partnership with Affiliates of the General Partner, or persons affiliated with the Limited Partners, provided that any such agreement is made on terms which the General Partner, in its sole discretion, deems reasonable and in the best interest of the Partnership. This Agreement shall 	
-14-

		
	not give the Partnership or any Partner any interest in, or right to, any such business or activity or any proceeds, income or profit thereof or therefrom, and no Partner shall be obligated hereunder to offer any business opportunity to the Partnership or to any other Partner. The fact that a Partner is directly or indirectly interested in, affiliated or connected with any person, firm or corporation shall not prevent the Partnership from employing or retaining any such person, firm or corporation to render or perform a service or from purchasing merchandise or property from any such person, firm or corporation, and neither the Partnership nor any Partner, as such, shall have any rights in or to any income or profit derived by any such person, firm or corporation as a result of such employment, retainer or purchase.	
		 	
	          (b)     Without limiting the foregoing, the Partners specifically acknowledge that the Partnership expects to enter into various arrangements with the General Partner and its Affiliates to provide for the management, leasing, and maintenance of Partnership property. By executing this Agreement, each Partner hereby acknowledges that it is anticipated that the Partnership will have authority to borrow money from the General Partner and its Affiliates or from lenders to the General Partner or its Affiliates and lend money (on both a secured and unsecured basis) to the General Partner and its Affiliates and, in certain instances, secure such borrowings by pledges and mortgages of all or substantially all of its properties and assets.	
 	
Section 12.     Books, Records and Financial Reports.	
 	 	
 	          (a)     The Partnership shall maintain or cause to be maintained at its principal place of business books of the Partnership showing all receipts, expenditures, assets, liabilities, profits and losses, and shall maintain all other records necessary for recording the Partnership’s business and affairs. The books of the Partnership shall be kept on the accrual method of accounting used for federal income tax purposes or such other basis as the General Partner shall determine. Such books and records shall be open to the inspection of each Partner or the duly authorized representatives of such Partner upon reasonable notice at reasonable times during normal business hours to the extent required by the Act; provided, however, that the General Partner may keep confidential from the Limited Partners for such reasonable period of time as the General Partner deems appropriate, any information that the General Partner in good faith reasonably believes is not in the best interests of the Limited Partners or the Partnership to reveal.	
 	 	
 	          (b)     The General Partner is hereby designated as the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. The General Partner shall make all decisions as to accounting principles and all elections required or permitted to be made by the Partnership under the Code pertaining to the method of depreciation and deductibility of costs and expenses for the purposes of determining the Partnership’s distributable income and losses as well as for federal income tax reporting purposes.	
 	 	
 	          (c)     The fiscal year of the Partnership shall be the calendar year.	
 	 	
 	          (d)     Within sixty (60) days following the last day of each of the first three fiscal quarters of each fiscal year, the General Partner, at the expense of the Partnership, shall cause to be prepared and furnished to the Partners a financial account of the Partnership for such quarter prepared on such basis as the General Partner shall determine to be appropriate.	
-15-

		          (e)     Within ninety (90) days following the last day of each fiscal year, the General Partner shall furnish to the Partners a financial account for such preceding fiscal year prepared at the Partnership’s expense on such basis as the General Partner shall determine to be appropriate.	
		 	
		          (f)     There shall be delivered to each Partner as soon as practicable and in any event within ninety (90) days after the close of each fiscal year, a copy of the Federal Partnership Return of Income (Form 1065) or other tax return filed by the Partnership.	
		 	
		          (g)     The General Partner may, in its sole discretion, perform, or cause to be performed, at the Partnership’s expense, such additional audits, accountings or appraisals of the Partnership’s business any assets as it from time to time or at any time determines to be necessary or appropriate.	
		 	
		          (h)     The books of the Partnership shall be closed for tax and capital account purposes on the date hereof as of the end of the day. All income, gain, loss and deduction recognized by the Partnership before such closing of the books shall be allocated to the Partners of the Partnership immediately prior to such closing in accordance with the Prior Agreement, and all such items recognized by the Partnership after such closing of the books hereof shall be included in Net Profits and Net Losses of the Partnership for the period beginning as of the closing of such books and shall be allocated among the Partners under this Agreement.	
 	
Section 13.     Restrictions on Transfer.	
 	 	
 	          (a)     Transfer of General Partners’ Interest. The General Partner may sell, convey, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of (any such event, a “Transfer” and the taking of any such action, “To Transfer”) any Partnership Interest held by it on the date hereof or hereafter acquired by it without the consent of any Partner.	
 	 	
 	          (b)     No Limited Partner may Transfer all or any portion of, or any right in or to, any Partnership Interest held by it on the date hereof or hereafter acquired, without the consent of the General Partner, which may be given or withheld in its sole and absolute discretion. Further, any Transfer by any Limited Partner of any interest which it may hold in the Partnership shall be made only upon such terms and conditions as the General Partner, in its sole and absolute discretion, shall approve.	
 	 	
 	          (c)     All Transfers permitted hereunder shall be by instrument in form and substance satisfactory to the General Partner. Any Transfer in violation of this Agreement shall be null and void and shall not operate to vest any rights in any transferee. Subject to the foregoing, every transferee of any Partnership Interest who wishes to participate in the Partnership as a Partner shall execute a counterpart of this Agreement accepting and adopting all of the terms and provisions of this Agreement, as the same may have been amended, and any transferee who fails to do so shall not be entitled to any rights hereunder as a Partner or otherwise. In addition, each of the transferee and the transferor shall execute and acknowledge all such other instruments, in form and substance, satisfactory to the General Partner, as may be necessary or desirable to effectuate such Transfer on terms acceptable to the General Partner.	
-16-

	          (d)    Notwithstanding the foregoing, PPAP may Transfer the 11.0% Capital Interest and 1% Profits Interest (together, the “Residual Interest”) held by it on the date hereof to the General Partner or any designee of the General Partner pursuant to the Agreement of Purchase and Sale, as the same may be amended from time to time (the “Purchase Agreement”), for the price (the “Residual Interest Purchase Price”) and upon the terms provided therein.	
	 	
	          (e)     In no event shall the Partnership dissolve or terminate upon the admission of any Partner or upon any permitted Transfer of a Partnership Interest by any Partner. Each Partner hereby waives its right to dissolve, liquidate or terminate the Partnership in such event.	
	 	
	          (f)     All expenses of the Partnership and of the Partners occasioned by a Transfer permitted under this Section 13 shall be borne by the Partner effecting the permitted Transfer.	
	 	
	          (g)     Each Partner hereby indemnifies and holds harmless the Partnership and each of its Partners and the Partnership against any loss, claim, cost, expense, damage or liability in respect of any Transfer (or purported Transfer) which such Partner may make (or attempt to make) in violation of this Agreement.	
	 	
	          (h)     For purposes of computing allocations of income, gain, loss and deduction hereunder, the books of the Partnership shall be closed as of the beginning of the day on which any Transfer occurs. All income, gain, loss and deduction recognized by the Partnership before such closing of the books shall be allocated to the Partners immediately prior to such closing in accordance with this Agreement as in effect at the time such books are closed, and all such items recognized by the Partnership after such closing of the books shall be allocated among the remaining Partners in accordance with this Agreement as thereafter in effect. Gain or loss from the sale or other taxable disposition of a Partnership Capital Asset shall be allocated to the persons who were Partners at the time such gain or loss was recognized by the Partnership.	
 	
Section 14.     Take Along Rights.	
 	 	
 	          (a)     If at any time, the General Partner wishes to sell all or substantially all of its Partnership Interest in one transaction or a series of related transactions (a “Control Transaction”), the General Partner may require each other Partner (a “Take Along Partner”) to sell all (but not less than all) of the Partnership Interest held by such Limited Partner to such third party in accordance with this Section 14, subject only to compliance with applicable federal and state securities laws, as provided in Section 16(b)(ii); provided that the General Partner shall fully discharge any Pennsylvania real estate transfer taxes that may become payable as a result of its exercise of such take along rights during the first 36 months after the date hereof. The purchase price for the Residual Interest transferred in any such sale shall be the Residual Interest Purchase Price.	
 	 	
 	          (b)     In connection with any exercise of its rights hereunder, the General Partner shall deliver a notice to each Take Along Partner identifying the proposed closing date for the consummation of the transaction and the Take Along Partner shall deliver to the General Partner at least seven days prior to the proposed closing date all documents reasonably required by the General Partner in order to effectuate the Control Transaction and the Transfer of the Take 	
-17-

Along Partners’ Partnership Interest free and clear of any liens, pledges, security interests, charges, equities, or other encumbrances whatsoever (“Encumbrances”) other than Encumbrances in favor of the General Partner or its shareholders or partners.
Section 15.     Admission of Additional Partners.	
 	 	
 	          (a)     New or substitute General or Limited Partners may freely be admitted to the Partnership by the General Partner, in its sole and absolute discretion, as a result of Transfer of Partnership Interests permitted hereunder or the issuance of additional Partnership Interests permitted hereunder. Each new Partner shall be admitted pursuant to this Section 15. The Partnership Interest of any such new Partner shall be fixed in accordance with Section 7(d) above, with an appropriate adjustment in the Partnership Interest of the existing Partners. Each new or substitute Partner shall sign a supplement to this Agreement at the time such new Partner is admitted confirming the admission of the new Partner as a Partner hereunder.	
 	 	
 	          (b)     In connection with the admission of any new or substitute Partner to the Partnership, the General Partner shall have the power, right, and authority to amend this Agreement to reflect the rights and obligations of such new Partner, including without limitation his or its obligations to contribute to the capital of the Partnership, rights to distributions, or rights to approve or consent to Partnership actions.	
 	 	
 	          (c)     In the event any person is admitted as a substitute General Partner, such admission shall occur contemporaneously with withdrawal of the then existing General Partner.	
 	
Section 16.     Representations, Warranties and Covenants.	
 	 	
 	          (a)     Each party hereby represents and warrants that:	
 	 	 	
 	 	               (i)     It has the power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby;	
 	 	 	
 	 	               (ii)     The execution, delivery and performance by it of this Agreement has been duly authorized by all necessary action and does not contravene (i) any law applicable to it or any rule, judgment, order, writ, injunction or decree of any court applicable to it, (ii) any rule or regulation of any administrative agency or other governmental authority applicable to it, (iii) its charter or by-laws (or other constituent documents), or (iv) any agreement, indenture, instrument or contract by which it is bound; and	
 	 	 	
 	 	               (iii)     This Agreement is the legal, valid and binding obligation of such Partner, enforceable against it in accordance with its terms.	
 	 	
 	          (b)     Each Limited Partner hereby represents and warrants to and covenants with the General Partner as follows:	
 	 	 	
 	 	               (i)     That it is an “accredited investor” as defined in Rule 501 under the 1933 Act; and	
-18-

		               (ii)     That it will not distribute any of the Limited Partnership Interest held by it in violation of the 1933 Act or applicable state securities laws.	
 	
Section 17.     Bankruptcy of a Limited Partner.	
          The bankruptcy of a Limited Partner shall not dissolve or terminate the Partnership. In the event the bankrupt Limited Partner’s interest in the Partnership passes to a successor or successors in interest of such Limited Partner, such successor or successors in interest shall succeed to the bankrupt Limited Partner’s entire interest in the Partnership and shall, subject to the following sentence and upon execution of a counterpart of this Agreement, become Limited Partners of the Partnership with the same Capital Interest and Profits Interest in the Partnership, the same rights in and to all distributions made by the Partnership, in liquidation or otherwise, and with the same share of the Partnership’s taxable income and losses as the bankrupt Limited Partner had with respect to its interest in the Partnership. In the event a successor or successors in interest of the Limited Partner are admitted to the Partnership as limited partners hereunder, such successor or successors shall execute and shall deliver to the Partnership all documents that may be necessary or appropriate, in the opinion of counsel for the General Partner, to reflect their admission to the Partnership as Limited Partners and their agreement to be bound by the terms and conditions of this Agreement, and shall pay all reasonable expenses connected with such substitution. In the event that any such successor shall refuse, decline, or fail to execute a written counterpart of this Agreement, such person shall not be treated as a Partner of the Partnership for any purposes whatsoever, but only as an assignee, of a right to receive distributions from the Partnership.
Section 18.     Dissolution Events.	
          The Partnership shall continue in effect until the expiration of its term, unless it shall be dissolved in the manner provided in Section 19 hereof due to the happening of any of the following events:
		          (a)     The determination by the General Partner, in its sole discretion, to dissolve the Partnership; provided, however, that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the General Partner or its designee.	
		 	
		          (b)     The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment;	
		 	
		          (c)     The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership;	
-19-

		          (d)     The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom;	
		 	
		          (e)     The General Partner:	
		 	 	
		 	               (i)     makes an assignment for the benefit of creditors;	
		 	 	
		 	               (ii)    files a voluntary petition in bankruptcy;	
		 	 	
		 	               (iii)   is adjudicated a bankrupt or insolvent;	
		 	 	
		 	               (iv)   files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;	
		 	 	
		 	               (v)    files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or	
		 	 	
		 	               (vi)   seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties.	
		 	
		          (f)     Dissolution by operation of law; or	
		 	
		          (g)     The vote of all the Partners.	
 	
Section 19.     Winding up, Liquidation and Dissolution.	
 	 	 	
 	 	          (a)     Upon the dissolution of the Partnership under Section 18 of this Agreement, liquidation and winding up shall be carried out by the General Partner, acting as liquidator, in accordance with the provisions of this Section 19, unless a majority in interest of the Partners agree in writing to appoint one or more substitute General Partners and to continue the business of the Partnership as provided in the Act, in which case the business of the Partnership shall be so continued.	
 	 	 	
 	 	          (b)     Upon dissolution of the Partnership the business of the Partnership shall continue, if necessary, for the sole purpose of winding up its affairs; provided that the process of winding up may include completion of such work as the General Partner shall consider appropriate. The rights and obligations of the General Partner with respect to management of the Partnership as set forth herein shall continue during the period of such winding up, except that if the General Partner shall have become incapacitated from exercising the management powers set forth herein because the General Partner has been liquidated or dissolved or is subject to a proceeding in bankruptcy, said powers shall pass to the General Partner’s liquidating trustee or trustee or receiver in bankruptcy as appropriate.	
-20-

		          (c)     The assets of the Partnership shall, consistent with Section 19(a), be liquidated as promptly as possible so as to permit distributions in cash, but such liquidation shall be made in an orderly manner so as to avoid undue losses attendant upon liquidation.	
		 	
		          (d)     The Partners hereby agree that, notwithstanding the provisions of the Act and any other laws, the proceeds of liquidation and all other assets of the Partnership shall be applied and distributed in the following order of priority:	
		 	 	
		 	               (i)     in payment of the expenses of liquidation;	
		 	 	
		 	               (ii)    in payment of debts of the Partnership to creditors other than the Partners in such order and priority as is required by law;	
		 	 	
		 	               (iii)    to establish reserves deemed reasonable for the ultimate discharge of contingent, unliquidated or unforeseen liabilities or obligations of the Partnership;	
		 	 	
		 	               (iv)    in payment of debts of the Partnership to Partners who are also creditors; and	
		 	 	
		 	               (v)     to those Partners having positive Capital Account balances in proportion to such positive balances after giving effect to all contributions, distributions and allocations for all periods.	
          The intent and purpose of this Section 19(d) is to modify the priorities of distribution set forth in the Act to reflect the understanding and agreement of the Partners.
          Such distributions shall be made by the end of the Partnership year in which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation).
		          (e)     In the event that complete liquidation of the assets of the Partnership within the period of time prescribed for distributions in Section 19(d) proves impracticable, assets of the Partnership other than cash may be distributed to the Partners in kind. Any asset distributed in kind pursuant to this subparagraph (d) shall be distributed to the Partners, valued at fair market value, in accordance with their Capital Accounts as determined after (i) application of Section 8 of this Agreement; (ii) reduction for distributions of cash and cash-equivalents pursuant to Section 19(b); and (iii) the adjustments to reflect the amount of income, gain, or loss which the Partnership would have recognized if such assets had been sold, as prescribed in Section 7(f)(ii).	
		 	
		          (f)     If the General Partner deems it necessary to provide for payments of known or contingent or unforeseen liabilities of the Partnership after the expiration of the time period prescribed for distributions in Section 19(c), then the General Partner may arrange for such payments out of the assets of the Partnership in any manner that does not violate the requirements of Treas. Reg. §1.704-1(b)(2)(ii)(b)(2).	
		 	
		          (g)     In connection with the termination of the Partnership, the Partnership’s accountants shall prepare and furnish to each Partner a statement setting forth the assets and liabilities for the Partnership as of the date of complete liquidation.	
-21-

		          (h)     Upon dissolution of the Partnership the General Partner shall contribute to the Partnership an amount of money equal to the lesser of: (i) the deficit balance, if any, in its Capital Account and (ii) the excess, if any, of one and one-hundredths percent (1.01%) of the aggregate capital contributions of the Limited Partners over the capital contributions previously made by the General Partner. Any contributions required under this subparagraph (h) shall be made no later than a date that will permit such contributions to be distributed among the Partners in accordance with the provisions of this Section 19 within the time period provided for such distribution in Section 19(d).	
		 	
		          (i)     Upon a termination of the Partnership for federal income tax purposes under Code Section 708(b)(1), other than a termination caused by a dissolution described in Section 18, the amount of any constructive liquidating distributions of the Partnership properties deemed to occur under Treas. Reg. §1.7081(b)(1)(iv) shall be determined in accordance with the positive Capital Account balances of the Partners, as determined after taking into account all Capital Account adjustments for the Partnership taxable year ending upon the date of such termination including, without limitation, the adjustments prescribed in Sections 7(g) and 7(h).	
		 	
		          (j)     The liquidation of the Partnership shall be final when all of the Partnership assets have been collected and applied to the Partnership obligations and its remaining assets, if any, have been distributed to the Partners in accordance with this Agreement. Upon the conclusion of such Events, and the completion of the Liquidators’ final accounting, the Partnership shall terminate.	
		 	
		          (k)     In the event of any termination of the Partnership, the books and records of the Partnership shall be retained for a period of seven years (by the General Partner or its designee and, if the Partnership is liquidated as a result of the withdrawal of the General Partner, by such person as may be selected by persons holding a majority of the then outstanding Limited Partnership interest).	
		 	
		          (l)     The General Partner acting as liquidator (or any other person so acting pursuant to this Agreement) under this Agreement shall be indemnified by the Partnership with respect to all actions taken to liquidate the Partnership in accordance with this Agreement.	
 
Section 20.     Liabilities.	
 	 	 	
 	 	          (a)     No Partner shall be liable to any other Partner or to the Partnership for any damages or liabilities resulting from such Partner acting within the scope of this Agreement except where such Partner has acted in bad faith, with wilful misfeasance or with gross negligence or fraud. The Partnership shall indemnify and hold harmless each Partner from any damage or liability incurred by said Partner by reason of any act or omission performed or omitted by said Partner for or on behalf of the Partnership in accordance with this Agreement (including, without limitation, any damage incurred by the General Partner as a result of actions taken in its capacity as General Partner or in connection with the ownership or operation of the Property) except for damages caused by the bad faith, willful misfeasance or gross negligence of such Partner. The Partnership shall be permitted to advance funds to any Partner who may be indemnified by it for legal expenses and other costs incurred as a result of a legal action if the legal action relates to the performance of duties or services by the indemnified party for or on 	
-22-

	behalf of the Partnership, and the indemnified party undertakes to repay the advanced funds in cases in which it would not be entitled to indemnification under this Section 20. Notwithstanding the foregoing, no Partner shall be entitled to indemnification or damages under this Agreement in respect of any liability of such Partner for which the General Partner or an Affiliate is entitled to indemnification from such Partner under the Purchase Agreement.	
	 	
	          (b)     Except as otherwise provided in this Agreement or the Act, the Limited Partners shall not be liable for the debts, liabilities, contracts or other obligations of the Partnership.	
 	
Section 21.     Power of Attorney.	
 	 	
 	          (a)     Grant of Power. Each Limited Partner hereby makes, constitutes and appoints the General Partner, and any successor General Partner, with full power of substitution and resubstitution, its agent and attorney-in-fact, for it and in its name, place and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file and/or record this Agreement and to sign, execute, certify, acknowledge, swear to, file and/or record a Certificate of Limited Partnership or any other instruments that may be required in connection with the formation of the Partnership, the conduct of the Partnership’s business or the dissolution and winding-up of the Partnership under the laws of the Commonwealth of Pennsylvania or any other jurisdiction, including without limitation, instruments (i) to reflect the exercise by the General Partner of any of the powers, authorizations or rights granted to it under this Agreement or the taking by the General Partner of any action which it is required, authorized or permitted to take hereunder; (ii) to reflect any amendments made to this Agreement or the cancellation of this Agreement upon the dissolution of the Partnership; (iii) to make any amendments to this Agreement deemed necessary or desirable by the General Partner (x) to comply with Federal or state securities laws or comments made by staff members of any Federal or state agency regulating the issuance of securities, or (y) to better express or carry out the purpose of the Partnership as a title holding partnership for the General Partner, or (z) to better express or carry out the mortgaging or pledging of the Property and any other assets of the Partnership to secure the obligations and liabilities of the General Partner or any Affiliate of the General Partner when deemed appropriate or desirable by the General Partner; (iv) to make filings under fictitious name statutes or other filings required by the Partnership; (v) to reflect the admission to the Partnership of any additional or any substituted Limited Partner, in the manner prescribed in this Agreement; (vi) to cause the Partnership to be qualified to do business in, or, if required, to exist as a limited partnership under the law of, any jurisdiction; and any other instruments which may be required of the Partnership or of the Partners, or deemed desirable by the General Partner. Each Limited Partner authorizes such attorney-in-fact to take any further actions which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as the Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The Limited Partner waives any and all defenses which may be available to the Limited Partner to contest, negate, or disaffirm the actions of any General Partner under the power of attorney herein granted, unless such actions would not entitle the General Partner to indemnification under Section 20(a) above.	
-23-

		          (b)     Nature of Power. The power of attorney granted pursuant to Section 21(a) of this Agreement:	
		 	 	
		 	               (i)     is a special power of attorney coupled with an interest and is irrevocable;	
		 	 	
		 	               (ii)     may be exercised by such attorney-in-fact by listing the names of all of the Limited Partners who are to be parties to any agreement, certificate, instrument or document, with the signatures of such attorney-in-fact together with the recital that it acts as attorney-in-fact for all of them; and	
		 	 	
		 	               (iii)     shall survive the death, bankruptcy or mental incapacitation of the Limited Partner, to the extent it may legally contract for such survival, or the transfer or assignment by it of its interest herein, except that where such transfer or assignment is of all of the interest held by the Limited Partner and the transferee or assignee thereof, with the consent of the General Partner, is admitted as a substituted limited partner, the power of attorney given by the transferor shall survive such transfer or assignment for the sole purpose of enabling such attorney-in-fact to execute, acknowledge, swear to, and file any agreement, certificate, instrument or document necessary to effect such substitution.	
		 	
		          (c)     Execution of Additional Documents. Upon request of the General Partner, the Limited Partner shall promptly execute all certificates, agreements and other documents necessary or desirable for the General Partner to accomplish all such filings, recordings, publications and other acts as it determines may be appropriate to comply with (i) the requirements for the formation, operation, amendment or dissolution, as the case may be, of a limited partnership under the laws of the Commonwealth of Pennsylvania and (ii) similar requirements of applicable law in all other jurisdictions where the Partnership proposes to conduct business or (iii) as may be necessary and appropriate to advance the business and achieve the goals of the Partnership.	
 	
Section 22.     Successors and Assigns.	
          Except as otherwise set forth in this Agreement, the terms, covenants and agreements herein contained shall inure to the benefit of and be binding upon the successors, heirs and assigns of the parties hereto. This Agreement and the rights and obligations set forth herein may not be assigned or delegated by any party without the written consent of each other party hereto, except as provided herein.
Section 23.     Notice.	
          Any notice or communication required or referred to herein shall be in writing and transmitted by personal delivery or by registered or certified mail, postage prepaid, or by Federal Express or other nationally recognized overnight courier service, addressed to such Partner at the address set forth below or to such other address as such Partner may hereafter designate to the other Partners in accordance herewith.
-24-

          If to the General Partner:
 	 	Brandywine Operating Partnership, L.P.
401 Plymouth Road
Suite 500
Plymouth Meeting, PA 19462
Attention: General Counsel	
          If to a Limited Partner, to the address set forth on Exhibit “A” hereto:
Any notice shall be deemed to have been given on the day next following the day of such delivery, mailing or deposit with a courier service.
Section 24.     Certain Matters.	
 	 	
 	          (a)     Notwithstanding anything contained herein to the contrary, in the event that any real estate investment trust (a “REIT”) holds a direct or indirect interest in the Partnership, unless waived in writing by the REIT, the parties hereto, and their respective successors and assigns, shall conduct their operations in a manner that shall permit the REIT to continue to qualify as a real estate investment trust under Code Sections 856 through and including 860 as amended, and under other applicable provisions of the Code and the Regulations thereunder.	
 	
Section 25.     Governing Law.	
          This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Section 26.     Entire Agreement.	
          This Agreement (including the exhibits and schedules hereto) together with the Purchase Agreement contains the entire understanding between the parties and supersedes any prior written or oral agreements or understandings between them with respect to the subject matter hereof.
Section 27.     Captions.	
          Section titles or captions contained in this Agreement are inserted only for reference and in no way define, limit, extend or describe the scope or intent of any provision of this Agreement.
Section 28.     Amendment.	
 	 	
 	          (a)     Except as set forth below, the General Partner shall have the power and authority, in its discretion and without the consent of any other Partner, to amend any or all of the provisions of this Agreement (whether to admit new or substitute Partners or to issue additional Partnership Interests or to establish the rights, privileges, duties and obligations of any 	
-25-

	Partner or class of Partnership Interest or otherwise), provided, however, that without the consent of the Continuing Partner, the General Partner shall not amend this Agreement:	
			 	
			               (i)     To require the Continuing Partner to make any additional Capital Contribution to the Partnership, to loan any money to the Partnership, or otherwise to incur any liability or obligation to the Partnership or to third parties not provided for in this Agreement on the date hereof;	
			 	
			               (ii)     To subject the Continuing Partner to any liability for the obligations of the Partnership;	
			 	
			               (iii)     To reduce the Continuing Partner’s Capital Account balances or to eliminate the requirement that liquidating distributions be made in accordance with positive Capital Account balances or otherwise to abridge or diminish the economic rights of the Continuing Partner under this Agreement as in effect on the date hereof, except as provided for in Sections 5(b)and 5(c); or	
			 	
			               (iv)     To amend any of the provisions of Sections 5 (except as provided in Sections 5(b) and 5(c)), 7, 8, 9, 12, 14, 18, 19, 20 or 28 so as to increase the obligations or diminish the rights of the Continuing Partner as on the date hereof;	
		 	
		          (b)     Any amendment to this Agreement that is permitted hereunder may be made either by amending this Agreement or by addendum hereto. Any such amendment or addendum shall be set forth in a writing and a copy of the Agreement, as amended, or the addendum, as appropriate, shall be provided to each Partner promptly after it becomes effective.	
		 	
		          (c)     This Agreement may only be amended by the General Partner acting pursuant to the grants of power and authority made hereby.	
 
Section 29.     No Third Party Beneficiary.	
          Any agreement to pay any amount and any assumption of liability herein contained, express or implied, shall be only for the benefit of the Partners and their respective heirs, successors, and assigns, and such agreements and assumptions shall not inure to the benefit of the obligees of any indebtedness or any other party whatsoever, it being the intention of the Partners that no one shall be deemed to be a third party beneficiary of this Agreement.
Section 30.     Estoppels, Etc.	
 	 	
 	          (a)     Each Partner shall, upon not less than 15 days written notice from any other Partner, execute and deliver to such other Partner a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Partner’s knowledge, any uncured defaults on the part of the other Partner, specifying such defaults if any are claimed. Any such statement may be relied upon by third parties.	
 	 	
 	          (b)     If a Partner is a trust (with or without disclosed beneficiaries), general partnership, limited partnership, joint venture, corporation, or any entity other than a natural 	
-26-

 	person, the Partnership and the Partners shall not be required to determine the authority of any person signing this Agreement on behalf of any such entity to make any commitment or undertaking on such entity’s behalf, to determine any fact or circumstance bearing upon the existence of the authority of such entity or person, or to see to the application or distribution of proceeds paid or credited to persons signing on behalf of such entity, and shall be entitled to rely on the authority of the person signing this Agreement with respect to the voting of the Partnership’s interest by such entity and with respect to the giving of consent on behalf of such entity in connection with any matter for which consent is permitted or required under this Agreement. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership, and no person is intended to be, or shall be deemed, a third party beneficiary of any provision of this Agreement.	
 	 	
 	Section 31.     No Waiver.	
          No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach hereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.
Section 32.     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.
-27-

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.
 	GENERAL PARTNER	
 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	By:      BRANDYWINE REALTY TRUST, its
General Partner	
 	 	
 	     By:    /s/ Gerard H. Sweeney	
 	                                                                         	
 	               Name: Gerard H. Sweeney	
 	               Title: President	

 	LIMITED PARTNERS	
 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	By:      BRANDYWINE REALTY TRUST, its
General Partner	
 	     By:    /s/ Gerard H. Sweeney	
 	                                                                         	
 	               Name: Gerard H. Sweeney	
 	               Title: President	

 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	 	
 	By:      BRANDYWINE WITMER, LLC,
General Partner	
 	     By:    /s/ Gerard H. Sweeney	
 	                                                                         	
 	               Name:	
 	               Title:	
-28-

EXHIBIT “A”
Identity and Interests of Partners
I.      GENERAL PARTNER	 	 	 	 	 	 	
	Name and Address	 	Capital
Interest	 	 	Profits
Interest	 	
 	Brandywine Operating Partnership, L.P.
401 Plymouth Road, Suite 500
Plymouth Meeting, PA 19462	 	2.0	%	 	2.0	%	
 	 	 	 	 	 	 	
II.     LIMITED PARTNERS	 	 	 	 	 	 	
 	 	 	 	 	 	 	
	Name and Address	 	Capital
Interest	 	 	Profits
Interest	 	
 	Brandywine Operating Partnership, L.P.
401 Plymouth Road, Suite 500
Plymouth Meeting, PA 19462	 	87.0	%	 	97.0	%	
 	 	 	 	 	 	 	
 	Witmer Operating Partnership I, L.P.
401 Plymouth Road, Suite 500
Plymouth Meeting, PA 19462	 	11	%	 	1	%	
 
-29-

Exhibit 3.88
Microfilm Number 9864- 223	 	 	Filed with the Department of State on AUG 26 1998	 	
 	 	 	 	 	
Entity Number 2833496	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
 
CERTIFICATE OF LIMITED PARTNERSHIP 
DSCB:15-8511 (Rev 90)
     In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that: 
1.  	The name of the limited partnership is: 481 JOHN YOUNG WAY ASSOCIATES, L.P.	
 	 	
2.  	The (a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:	
 	 	
(a)  	1160 W. Swedesford Road, Suite 140, Southpoint One, Berwyn, PA 19312 Chester
       Number and Street                City                 State                   Zip              County	
 	 	
(b)  	c/o:__________________________________________________________	
                Name of Commercial Registered Office Provider           County	
 	
     For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.	
 	 	
3.  	The name and business address of each general partner of the partnership is:	
 	Name	Address	
 	 	 	
 	Prentiss Properties Acquisition Partners, L.P.	1160 W. Swedesford Road,	
 	 	Suite 140	
 	 	Southpoint One	
 	 	 Berwyn, PA 19312	
 	 	
4.  	(Check, and if appropriate complete, one of the following):	
 	
XXX The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.	

     IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 25th day of August, 1998. 
 	481 JOHN YOUNG WAY ASSOCIATES, L.P., a Pennsylvania limited partnership 	
 	 	 	 	
 	By: PRENTISS PROPERTIES ACQUISITION	
 	       PARTNERS, L.P., its sole general partner	
 	 	 	 	
 	 	By: Prentiss Properties I, Inc., general partner 	
 	 	 	 	
 	 	 	By: /s/ Henry C. Gulbrandsen, Jr.	
 	 	 	       Henry C. Gulbrandsen, Jr., Vice President 	

 	 	 	 	 	
Microfilm Number_________	 	 	Filed with the Department of State on APR 12 2001	 	
 	 	 	 	 	
Entity Number 2833496	 	 	Kim Pizzingrilli
	 	
 	 	 	Secretary of the Commonwealth	 	
 	
CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB:15-8512 (Rev 90)	
 	
     In compliance with the requirements of 15 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned, limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that:	
 	 	
1.	The name of the limited partnership is: 481 John Young Way Associates, L.P.	
 	 	
2.	The date of filing of the original Certificate of Limited Partnership is: August 26, 1998	
 	 	  	 	
3.	(Check, and if appropriate complete, one of the following):	 	
 	 	 	 	
 		The amendment adopted by the limited partnership, set forth in full, is as follows:	

 	 	 	

 	 		

 	 	 	 	
 		The amendment adopted by the limited partnership 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	
 	 	 	 	
5.	(Check if the amendment restates the Certificate of Limited Partnership):	
 	 	 	 	
 		The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.	
 	 	 	 	
 	IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 12th day of April, 2001.	
 	 	
WITHDRAWING GENERAL PARTNER:	 	NEW GENERAL PARTNER:	
 	 	 	
481 John Young Way Associates, L.P., a Pennsylvania limited partnership	 	Brandywine Operating Partnership, L.P., a Delaware limited partnership	
By: Prentiss Properties Acquisition Partners L.P., its sole general partner	By:          	Brandywine Realty Trust, general partner	
By: Prentiss Properties I, Inc., its general partner	 	 	
 	 	 	
BY: XXXXXX	BY:         	XXXXXX	
 	 	 	
TITLE: Senior Vice President	TITLE:   	President and Chief Executive Officer	

 	
     EXHIBIT A	
 	
     CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP	
 	
     481 JOHN YOUNG WAY ASSOCIATES, L.P.	
 	
Article 2 and Article 3 of the Certificate of Limited Partnership of 481 John Young Way Associates, L.P. are hereby amended in their entirety as follows:	
 	 	
2.	The address of this limited partnership’s registered office in this Commonwealth is:	
 	
 	14 Campus Boulevard, Suite 100, Newtown Square, PA 19073-3280	
 	 	
3.	The name and business address of the general partner of the partnership is:	
 	 	
 	Brandywine Operating Partnership, L.P. 
14 Campus Boulevard, Suite 100, Newtown Square, PA 19073-3280	

 	
PENNSYLVANIA DEPARTMENT OF STATE	
CORPORATION BUREAU	
			
Certificate of Amendment-Domestic	
(15 Pa. C.S.)	
 	 	 	 	 	
Entity Number 
2833496	 	 	 	 	
 	 	 	 	 	
 	 	 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
HARRISBURG, PA 17108-1181 		 	
	 	 	
City	State	Zip Code	 	 	

 	 	 	
Fee: $52	Filed in the Department of State on Jun 06 2002	 	

 	          XXXXXX          	 	
 	ACTING 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:
481 John Young Way Associates, L.P.	

2.  	The date of filing of the original Certificate of Limited Partnership/Organization:
8-26-98	
 	 	
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	

 	 	
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
4th day of June, 2002 

481 John Young Way Associates, L.P.	
 	 		
 	 	Name of Limited Partnership/Limited Liability Company	

 	 	Signature	
 	 	 	
 	 	(See Exhibit B attached)	
 	 		
 	 	Title	

EXHIBIT A 
TO CERTIFICATE OF AMENDMENT 
481 JOHN YOUNG WAY ASSOCIATES, L.P. 
Article 4 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 4 shall read as follows: 
‘‘Article 4. The address of this limited partnership’s registered office in this Commonwealth is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.’’
Article 6 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 6 shall read as follows: 
‘‘Article 6. Brandywine Operating Partnership, L.P., 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.’’
Article 7 of the Certificate of Limited Partnership shall be amended, so that, as amended, Article 7 shall read as follows: 
‘‘Article 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions is: 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Montgomery County.’’

EXHIBIT B 
to 
CERTIFICATE OF AMENDMENT

of 

481 JOHN YOUNG WAY ASSOCIATES, L.P.
By:    	Brandywine Operating Partnership, L.P., a Delaware limited partnership   General Partner	
 	 	
By:    	Brandywine Really Trust, a Maryland real estate trust	
 	 	
By:    	/s/ Brad A. Molotsky                 	
 	Brad A. Molotsky, Secretary	

Exhibit 3.89
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
481 JOHN YOUNG WAY ASSOCIATES, L.P.
Dated as of April 13, 2004

TABLE OF CONTENTS
 	 	 	 	 	 	Page	 	
								
Section 1.	 	 	Continuation, Partners and Name.	 	 	1	 	
Section 2.	 	 	Partnership Purposes.	 	 	2	 	
Section 3.	 	 	Term of Partnership.	 	 	3	 	
Section 4.	 	 	Principal Place of Business; Registered Office.	 	 	3	 	
Section 5.	 	 	Partnership Interests.	 	 	3	 	
Section 6.	 	 	Management.	 	 	4	 	
Section 7.	 	 	Capital.	 	 	8	 	
Section 8.	 	 	Allocation of Income and Losses.	 	 	12	 	
Section 9.	 	 	Distributions.	 	 	13	 	
Section 10.	 	 	Actions and Compensation of Partners.	 	 	14	 	
Section 11.	 	 	Transactions with Affiliates.	 	 	14	 	
Section 12.	 	 	Books, Records and Financial Reports.	 	 	15	 	
Section 13.	 	 	Restrictions on Transfer.	 	 	16	 	
Section 14.	 	 	Take Along Rights.	 	 	17	 	
Section 15.	 	 	Admission of Additional Partners.	 	 	18	 	
Section 16.	 	 	Representations, Warranties and Covenants.	 	 	18	 	
Section 17.	 	 	Bankruptcy of a Limited Partner.	 	 	19	 	
Section 18.	 	 	Dissolution Events.	 	 	19	 	
Section 19.	 	 	Winding up, Liquidation and Dissolution.	 	 	20	 	
Section 20.	 	 	Liabilities.	 	 	22	 	
Section 21.	 	 	Power of Attorney.	 	 	23	 	
Section 22.	 	 	Successors and Assigns.	 	 	24	 	
Section 23.	 	 	Notice.	 	 	24	 	
Section 24.	 	 	Certain Matters.	 	 	25	 	
Section 25.	 	 	Governing Law.	 	 	25	 	
Section 26.	 	 	Entire Agreement.	 	 	25	 	
Section 27.	 	 	Captions.	 	 	25	 	
Section 28.	 	 	Amendment.	 	 	25	 	
Section 29.	 	 	No Third Party Beneficiary.	 	 	26	 	
Section 30.	 	 	Estoppels, Etc.	 	 	26	 	
Section 31.	 	 	No Waiver.	 	 	27	 	
Section 32.	 	 	Severability.	 	 	27	 	
-i-

          This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”) of 481 John Young Way Associates, L.P., a Pennsylvania limited partnership (the “Partnership”), is made and entered into as of April 13, 2004, by and among Brandywine Operating Partnership, L.P. (“BOP”), a Delaware limited partnership, in a capacity as both a general partner (in such capacity, the “General Partner”), and a limited partner (in such capacity, a “Limited Partner”), and Witmer Operating Partnership I, L.P. (“Witmer”), as a limited partner (together with BOP in BOP’s capacity as a limited partner and together with any person or persons who may hereafter be admitted to the Partnership as a limited partner, individually, a “Limited Partner” and collectively the “Limited Partners”). The General Partner, the Limited Partners and such other persons as may become partners of the Partnership in accordance with this Agreement are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner.”
          By Certificate of Limited Partnership filed with the Secretary of State of the Commonwealth of Pennsylvania on August 26, 1998, 481 John Young Way Associates, L.P. (the “Partnership”) was formed. Immediately prior to August 27, 2001 (the date of the first amended and restated agreement of limited partnership), the partners in the Partnership consisted of BOP, as the General Partner and as a Limited Partner, PPAP, as a Limited Partner, and James J. Gorman (“Gorman”) and Christopher J. Knauer (“Knauer”), also as limited partners. Immediately prior to the date hereof, the partners in the Partnership consisted of BOP, as the General Partner and as a Limited Partner, and Prentiss Properties Acquisition Partners, L.P. (“PPAP”), as a Limited Partner.
          On the date hereof, PPAP has transferred to BOP all of its right, title and interest in and to the Partnership (consisting, in each case, of an 11% “Capital Percentage Interest” and a 1% Profit Percentage Interest”, as each such term is defined in the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 27, 2001 (the “Prior Partnership Agreement”)), and PPAP has withdrawn completely from the Partnership, and BOP and Witmer desire to amend and restate in its entirety the Prior Partnership Agreement, as amended.
          NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that PPAP has withdrawn as a limited partner of the Partnership, and the Prior Partnership Agreement is hereby amended and restated in its entirety, as follows:
Section 1.     Continuation, Partners and Name.	
 	
          (a)     The Partners hereby elect to continue the business of the Partnership as a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act as in effect in the Commonwealth of Pennsylvania on the date hereof, as the same may be amended from time to time (the “Act”), for the purposes set forth in Section 2 hereof. The Partners shall consist of BOP, as the sole General Partner, and BOP and Witmer, as Limited Partners. The business and affairs of the Partnership shall be conducted under the name set forth above or such other name as the General Partner shall, in its sole discretion, designate in writing.	
 	
          (b)     By executing this Agreement each Partner hereby agrees that the Partnership shall be governed by the Act except as otherwise herein expressly stated. 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, or as may be necessary or appropriate to permit the Partnership to engage in the activities contemplated by Section 2 hereof; and the Partners shall further obtain such business licenses, certificates of qualification and other evidences of authority and shall execute all certificates, notices, statements, and other instruments as may from time to time during the term of the Partnership be necessary or appropriate in the opinion of the General Partner to the achievement of the purposes set forth in Section 2 or as may be required by applicable law so that the Partnership may conduct its business and own the Property (as defined herein).	
 
Section 2.     Partnership Purposes.	
          The purpose of the Partnership is to directly, or indirectly through one or more Affiliates (as defined below), acquire, own, hold, construct, develop, maintain, lease, mortgage, encumber, operate, sell and/or transfer, convey or exchange one or more parcels of land and any buildings and improvements now existing or hereafter constructed thereon (collectively, the “Property”) and to enter into and perform any and all other activities as may be incidental or related thereto. To carry out these purposes the Partnership shall, subject to the terms of this Agreement and any other agreement entered into by the Partnership, have and exercise all powers now or hereafter permitted by the laws of the Commonwealth of Pennsylvania to be exercised by a limited partnership formed under the laws of that state, and to do any and all things not prohibited by law in furtherance of the business of the Partnership. Without limiting the foregoing, the Partnership shall have the right, power, and authority to: directly or indirectly, sue and be sued in all courts and participate in all proceedings; hold, purchase, receive, lease or otherwise acquire, own, improve, employ, use and deal in and with real or personal property or any interest therein; hold title to any or all of its property in the name of any partnership, corporation or other entity, including the General Partner; sell, convey, lease, exchange, transfer or otherwise dispose of or mortgage or pledge all or any of its property and assets, or any interest therein; wind up and dissolve itself as provided in this Agreement; enter into any contract (including any contracts of guaranty and suretyship with respect to the obligations of the Partnership or third parties, including any Affiliates), agreement, undertaking, arrangement, or any joint venture, partnership or association of any kind; incur liabilities, borrow or lend money, issue notes, bonds, and other obligations to any person (including, without limitation, the General Partner and other Affiliates), and secure any of its obligations (or obligations of its Affiliates) by mortgage, pledge or other encumbrance of all or any of its property (including, without limitation, mortgages in favor of or securing obligations of third parties, including its Affiliates, that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of the same or other parties, including Affiliates), franchises, and income; issue additional securities of any type, including interests, rights, options, or warrants; lend money, invest and reinvest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested; hire any and all persons as employees, agents, independent contractors, consultants or otherwise; provide insurance for its benefit on the life of any of its Partners or their partners, officers, directors or employees; guaranty, purchase, take, receive, subscribe for or otherwise acquire, own, hold, use or otherwise employ securities or interests in any entity (including joint ventures, corporations, and general and limited 
2

partnerships); and to take or cause to be taken all actions and to perform all functions necessary or appropriate to conduct the business of the Partnership.
          As used herein, the term “Affiliate” shall mean any corporation, partnership or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Partnership. The Affiliates of the Partnership include on the date hereof (without limitation) the General Partner and any partnership in which the General Partner or the Partnership is a general partner.
Section 3.     Term of Partnership.	
          The term of the Partnership has commenced and shall continue until December 31, 2094, unless earlier dissolved pursuant to the terms of Section 18 hereof or by operation of law.
Section 4.     Principal Place of Business; Registered Office.	
          The principal place of business and the registered office of the Partnership is at the offices of the General Partner, 401 Plymouth Road, Suite 500, Plymouth Meeting, Pennsylvania 19462 or at such other location as the General Partner shall from time to time determine.
Section 5.     Partnership Interests.	
 	
          (a)     The Partnership shall initially have two classes of partnership interests (“Partnership Interests”): (i) general partnership interests (“General Partnership Interests”); and (ii) limited partnership interests (“Limited Partnership Interests”).	
 	
          (b)     The General Partner may in its sole discretion cause the Partnership to create and issue such additional classes of Partnership Interest with such rights, privileges, and franchises as it determines to be appropriate. Any such issuance may be made by the General Partner, acting singly without the consent of any other Partner, by setting forth either in an amendment or an addendum to this Agreement, the relative rights, obligations, duties, and preference of each new class of securities or interests that is created. A copy of this Agreement as so amended, or the addendum as so adopted, as the case may be, shall be provided to each other Partner. All filings necessary to be made under the Act or applicable law in connection with the creation of any such interest shall be made by the General Partner on behalf of the Partnership. No Partner shall have any preemptive or other rights to subscribe for or acquire any additional securities, interests or indebtedness which may be issued by the Partnership.	
 	
          (c)     The General Partner may solicit and accept additional capital contributions from any Partner or other person and/or cause the Partnership to issue additional partnership interests, rights, options or warrants exercisable for or convertible into partnership interests, or any other “securities” of any type or class whatsoever. Any such securities may be issued for cash, property, services, or such other type, form, and amount of consideration (including notes, other evidences of indebtedness or obligations of the person acquiring the security as the case may be) as the General Partner may determine to be appropriate.	
3

          (d)     Any person may hold more than one class of Partnership Interest at the same time, and in such event shall for the purposes of this Agreement be separately entitled to the rights afforded a Partner in each of such classes under this Agreement. To the extent that a General Partner contributes to the capital of the Partnership as a Limited Partner or purchases any Limited Partner’s Partnership Interest, it shall be treated in all respects as a Limited Partner as to such interest.	
		 	
          (e)     No Limited Partner shall either directly or indirectly take any action to require partition or appraisal of the Partnership or any of its assets or properties or cause the sale of any Partnership property, and notwithstanding any provision of applicable law to the contrary, each Partner (and its or his legal representatives, successors or assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its or his Partnership Interest, or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement.	
		 	
          (f)     All real and personal property owned by the Partnership shall be owned by the Partnership as an entity, and insofar as permitted by applicable law, no Partner shall have any ownership interest in such property in his or its individual name or right. Each Partner’s interest in and to all Partnership property shall be personal property for all purposes. Without limiting or expanding the foregoing, to the extent allowable under applicable law, the Partnership may hold title to all or any part of its properties or assets in the name of an individual, corporation, partnership, trust or otherwise, the beneficial interest in which shall at all times be vested in the Partnership, and may agree that any such title holders be vested with all or any part of the powers which might otherwise reside in the Partnership. Any such title holder shall perform any and all of their respective functions to the extent and upon such terms and conditions as may be determined from time to time by the General Partner in its sole discretion. All Partnership assets shall be recorded as the property of the Partnership on its books and records, regardless of the name in which legal title may be held.	
 	
Section 6.     Management.	
 	 	
          (a)     The General Partner. The Partnership shall be managed by or under the sole direction of the General Partner. All decisions relating to the business and affairs of the Partnership shall be made, and all action proposed to be taken by or on behalf of the Partnership shall be taken, by or under the direction of the General Partner in its sole and absolute discretion and without the consent of the Limited Partners. All such decisions or actions made or taken by or under the direction of the General Partner hereunder shall be binding upon all of the Partners and the Partnership. All approvals, consents, or ratifications of actions taken by the General Partner required herein may be prospective or retroactive.	
 	 	
          (b)     Specific Power and Authority of the General Partner. The General Partner shall have and exercise, and is hereby granted, all of the powers of the Partnership and full, exclusive, and complete authority and discretion in the management and control of the Partnership. Without limiting the foregoing, the power and authority of the General Partner to make all decisions with respect to the business and affairs of the Partnership and to take such action for and on behalf of the Partnership as it may deem necessary or appropriate to enable the 	
4

Partnership to carry out its purposes shall include, without limitation, the full and complete power and authority, without the consent of the Limited Partners, to do the following:
               (i)     borrow money, procure loans and advances from, for and on behalf of the Partnership (including, without limitations, loans made by the General Partner or any Affiliate to the Partnership), cause any Affiliate to borrow money from, for or on behalf of such Affiliate, to guaranty the obligations of any Affiliate for borrowed money, and to repay, discharge, settle, adjust, compromise or liquidate any such loan or advance, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;	
			 	
               (ii)     cause the Partnership to lend money (on either a secured or an unsecured basis) to the General Partner, any Affiliate or to any other person or entity on such terms and conditions as the General Partner determines to be necessary or appropriate;	
			 	
               (iii)     to secure any loans to the Partnership (including, without limitation, loans from the General Partner or any Affiliate or other person) or to secure loans to any Affiliate or other person or to secure any guaranty by the Partnership of either its obligations or the obligations of any Affiliate or other person, convey, mortgage, pledge, assign, or hypothecate, for and on behalf of the Partnership or any Affiliate of the Partnership all or any part of the Property or other assets of the Partnership; to secure any of its obligations (or any obligation of any of its Affiliates (including obligations of the General Partner)) by mortgage, pledge or other encumbrance of all or any of the Partnership’s property or assets (including, without limitation, mortgages securing obligations of Affiliates or other persons that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of such or other Affiliates and persons); to grant any right which it deems necessary or appropriate to be granted with respect to any properties or assets of the Partnership, including, without limitation, easements and other rights appertaining to real property held by the Partnership;	
			 	
               (iv)     execute and deliver for and on behalf of the Partnership or any Affiliate or other person any contract necessary or incidental to the operation of the property or any business of the Partnership (including any contract of guaranty or suretyship), any promissory note, bond, deed of trust, mortgage, security agreement, financing statement, lease, assignment of leases, guaranty, or other obligation or evidence of indebtedness and all instruments required or advisable in connection with any such instrument;	
			 	
               (v)     obtain insurance on the Property and any other assets of the Partnership;	
			 	
               (vi)     acquire and hold the Property and such other real property, tangible and intangible personal property (including, without limitation, securities or other interests in any entity, and to acquire any such securities or interests in exchange for real or personal property) and other assets as may be necessary or desirable to carry on the business, of the Partnership, or to cause any Affiliate in which the Partnership is a partner or shareholder to acquire and hold real property, tangible and intangible personal property and other assets; and to sell, lease, mortgage, pledge, assign, hypothecate, develop, manage, use, operate, exchange or otherwise dispose of such real property, tangible and intangible personal property and other assets upon such terms and conditions as the General Partner deems necessary or appropriate;	
5

               (vii)     construct, develop, maintain, operate, improve and sell any or all properties owned by the Partnership, or cause such properties to be constructed, developed, maintained, and operated and improved by any Affiliate including, expressly, the power and authority to consummate any interim or permanent financing with respect thereto;	
			 	
               (viii)     lease the Property and any property owned by any Affiliate and collect all rentals and all other income accruing to the Partnership or such Affiliate, and to pay all acquisition and construction or development costs and all expenses of operation, whether capital or otherwise with respect to the Property and/or such properties owned by an Affiliate;	
			 	
               (ix)     prepare, or have prepared, and file all tax returns for the Partnership and make all tax elections for the Partnership, including any election under Section 709 of the Internal Revenue Code of 1986, as amended (the “Code”), to amortize certain organizational expenditures incurred by the Partnership over a period of not less than 60 months, and an election under Code Section 754, provided, however, that the Partner or Partners requesting that the Partnership make such election under Code Section 754 shall reimburse the Partnership for any additional costs incurred by the Partnership in making the election for and on behalf of the Partnership;	
			 	
               (x)     institute, prosecute, defend and settle any legal, arbitration or administrative actions or proceedings on behalf of or against the Partnership or any Affiliate or other person (including, without limitation, any insurance claims), as the General Partner, in its sole discretion, may deem necessary or desirable;	
			 	
               (xi)     maintain and operate the assets of the Partnership or any Affiliate or other person or any part or parts thereof;	
			 	
               (xii)     employ, engage or contract with and dismiss or terminate the employment of, supervise and compensate such persons, firms or corporations for and in connection with the business of the Partnership or any Affiliate and the acquisition, development, improvement, operation, maintenance, management, leasing, financing, refinancing, sale, exchange or other disposition of any assets of the Partnership or any Affiliate or other person or any interest in any of such assets as the General Partner, in its sole discretion, may deem necessary or desirable;	
			 	
               (xiii)     pay any debts and other obligations of the Partnership or Affiliate and to cause any Affiliate to pay the debts and obligations of such Affiliate, including amounts due under any construction and permanent financing of improvements and other loans to the Partnership or such Affiliate, as the case may be, and costs of operation and maintenance of the assets of the Partnership or such Affiliate, as the case may be;	
			 	
               (xiv)     pay all taxes, assessments, rents and other impositions applicable to the assets of the Partnership or any Affiliate and undertake when appropriate any action or proceeding seeking to reduce such taxes, assessments, rents or other impositions;	
			 	
               (xv)     deposit or invest all monies received by the General Partner for or on behalf of the Partnership or any Affiliate as the General Partner shall deem appropriate and to conduct all banking transactions, open, maintain and close bank accounts and change signatories	
6

on such accounts, and to draw checks and other orders for the payment of monies and to disburse all funds on deposit and liquidate such investments on behalf of the Partnership or such Affiliate in such amounts and at such times as the same may be required;
               (xvi)     sell or otherwise transfer all, substantially all or any of the Property and other assets of the Partnership or to cause any Affiliate to sell or otherwise transfer all or any of its properties and other assets, in each case upon such terms and conditions as the General Partner deems necessary or appropriate;	
			 	
               (xvii)     act as the tax matters partner for the Partnership or any Affiliate (within the meaning of Code Section 6231);	
			 	
               (xviii)     perform other obligations provided elsewhere in this Agreement to be performed by the General Partner, including, without limitation, the preparation of all financial reports, the maintenance of the Partnership books and records;	
			 	
               (xix)     in connection with borrowings made by or on behalf of the Partnership from the General Partner, mortgage, pledge, or otherwise grant securities interests on any or all of the Partnership’s assets or properties to secure the obligation of the Partnership to the General Partner and the obligations of the General Partner to its lenders in respect of any such borrowings or otherwise; and	
			 	
               (xx)     take any and all other actions as the General Partner may deem necessary or appropriate in furtherance of the business of the Partnership.	
          The General Partner shall be entitled to act upon any resolution, certificate, statement, agreement, document, or other instrument, and to consult with legal counsel, accountants, appraisers, and other professionals and persons, and to rely upon the authenticity and genuineness of all such writings and the advice of such persons in connection with the business of the Partnership. Any act which may be taken by the General Partner hereunder, may be taken by any of its duly authorized officers or any attorney-in-fact for either the General Partner or such officers.
          By executing this Agreement, each Limited Partner hereby expressly consents to any exercise by the General Partner of any or all of the foregoing powers.
          (c)     Guaranty of Obligations of the General Partner. Without limiting the provisions of Sections 2, 6(a) or 6(b) above, the General Partner and each Limited Partner expressly acknowledge and agree that the Partnership’s financial standing and economic viability depend in large part on the financial standing and economic viability of the General Partner and its Affiliates, including the General Partner’s ability to borrow funds for the benefit of the General Partner and all of its Affiliates, and to secure such borrowings with first and subordinate liens on real property. The General Partner and each Limited Partner hereby consent and agree to any and all guarantees by the Partnership of indebtedness for borrowed money and other obligations of the General Partner and/or any other Affiliate. The General Partner and each Limited Partner hereby consent and agree that it is a good and valid Partnership purpose given for good and valuable consideration for the benefit of all the Partners for the Partnership to convey, mortgage, assign, pledge and/or hypothecate the Property, any tangible or intangible 	
7

personal property or any other assets of the Partnership as security for any such guaranty or as security for the obligations or liabilities of the General Partner and/or any other Affiliate. The foregoing is given with the understanding and agreement that the General Partner and each other Affiliate for whose benefit any such guaranty is given will have the power and authority to guaranty obligations and liabilities of the Partnership.	
 	
          (d)     Evidence of Authority of General Partner. The signed statement of the General Partner, reciting that it has authority to undertake any act, when delivered to any third party, shall be all the evidence such third party shall need concerning the capacity or authority of the General Partner to so act, and any such third party shall be entitled to rely upon such statement and shall not be required to inquire further as to any of the facts contained in such statement, said facts being deemed to be true insofar as such third party is concerned.	
		 	
          (e)     Limited Partners. The Limited Partners shall have no right or authority to act for or to bind the Partnership and shall not participate in the conduct, management or control of the Partnership’s affairs or take any action that would cause a default or non-compliance under any contract or agreement to which the Partnership is a party or which is related to the use, operation, maintenance, development or financing of the Partnership’s properties or assets. No Limited Partner may voluntarily withdraw from the Partnership without the prior consent of the General Partner, which consent may be given or withheld in the sole discretion of the General Partner.	
          Each Limited Partner hereby waives any rights which he might otherwise have under applicable law as a creditor with respect to any distribution to be made hereunder to the maximum extent permitted by the Act.
          (f)     Specific Consent. The Limited Partners hereby specifically consent and agree in accordance with the Act that the General Partner shall have the right, power and authority, notwithstanding anything in the Act to the contrary, to (i) sell all or substantially all of the assets of the Partnership, (ii) confess judgment against the Partnership or execute any note, mortgage or other agreement containing a provision pursuant to which judgment may be confessed against the Partnership or its assets, (iii) pledge or mortgage any or all of its assets as security for the repayment of any loans to the Partnership (including, without limitation, any loans made to the Partnership by its General Partner) , and (iv) take any other action not inconsistent with the terms of this Agreement, in each case without the further consent of the Limited Partners, which consent shall be deemed to be granted hereby.	
 	
Section 7.     Capital.	
 	 	
          (a)     Initial Capital Contributions. On or prior to the date hereof, the Partners have contributed to the capital of the Partnership or shall be deemed to have contributed to the capital of the Partnership an amount equal to such Partner’s Capital Interest (as defined below) multiplied by the fair market value of the interests in the Partnership as of the date hereof (an “Initial Capital Contribution”).	
 	 	
          (b)     Additional Capital Contributions. No Partner shall have any obligation to contribute any additional sum to the capital of the Partnership. If the General Partner determines 	
8

that additional funds are necessary for Partnership purposes, it may, at its sole discretion, borrow such funds on behalf of the Partnership from third parties on such terms and conditions as the General Partner deems necessary or appropriate, loan such funds to the Partnership or contribute such funds to the Partnership as an additional capital contribution or obtain such funds through the issuance of securities as provided in Section 5(c) above. Any loans by the General Partner to the Partnership shall bear interest at such reasonable rate as the General Partner shall determine, not exceeding 3.0% per annum over the greater of the General Partner’s average cost of funds or the rate of interest charged on the General Partner’s principal bank line of credit, in each case as the same may change from time to time. Any loans by the General Partner to the Partnership shall be paid out of available Operating Cash Flow from the Partnership before any distribution shall be made to the Partners.
          (c)     Percentage Interest. The Partners shall have separate and differing interests in the capital (“Capital Interest”) and in the profits (“Profits Interest”) of the Partnership, which at the date hereof are as set forth below:	
 	 	 	 	 	 	 	 	 	
 	 	 	 	Capital Interest	 	 	Profits Interest	 	
									
 	BOP (as General Partner)	 	 	2.0	%	 	2.0	%	
 	Witmer	 	 	11.0	%	 	1.0	%	
 	BOP (as Limited Partner)	 	 	87	%	 	97	%	
 
          (d)     Adjustments to Percentage Interests. Upon the admission of any additional Partners to the Partnership, or upon the making of any additional Capital Contribution to the Partnership by a Partner, the percentage interests of the Partners shall be adjusted, so that their respective percentage interests shall be the percentage that each Partner’s aggregate Capital Contributions to the Partnership bears to the aggregate Capital Contributions of all Partners to the Partnership at the applicable time of determination or, in such other manner as may be reasonably determined by the General Partner.	
		 	
          (e)     No Interest, Etc. No Partner shall be entitled to (i) receive any interest or other compensation on or with respect to its Capital Contributions or withdraw any part of its capital contributions or receive any distribution, except as provided in Sections 9 and 19 hereof; or (ii) demand or receive any property from the Partnership other than cash.	
		 	
          (f)     Establishment of Capital Accounts.	
		 	 	
                 (i)     General Rule. A capital account shall be established for each Partner (hereinafter referred to as “Capital Account”) in the amount of such Partner’s Initial Capital Contribution and shall be determined and maintained in accordance with the rules of Treasury Regulation (“Treas. Reg.”) §1.704-1(b)(2)(iv). Pursuant to such rules, a Partner’s Capital Account shall be increased by:	
		 	 	 	
 	(A)     the amount of money contributed by the Partner to the Partnership;	
9

                    (B)     the fair market value of property (other than money) contributed by, or on behalf of, the Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership assumes or subject to which it takes the property); and	
				 	
                    (C)     allocations to the Partner of Partnership income and gain (or items thereof), including income and gain exempt from tax and income based on the book values described in Section 7(h) of this Agreement;	
and decreased by:
                    (D)     the amount of money distributed to the Partner by the Partnership;	
				 	
                    (E)     the fair market value of property (other than money) distributed to the Partner by the Partnership (net of liabilities secured by such distributed property that the Partner assumes or subject to which he takes the property);	
				 	
                    (F)     allocations to the Partner of expenditures of the Partnership not deductible in computing its taxable income and not properly chargeable to capital account (including organization or syndication expenditures not deductible by the Partnership pursuant to Code Section 709 and losses disallowed to the Partnership under Code Sections 267(a)(1) or 707(b)); and	
				 	
                    (G)     allocations of Partnership loss and deduction (or items thereof), including loss and deduction described in Section 7(h) of this Agreement but excluding items described in clause (F) above and percentage depletion in respect of an item of depletable property of the Partnership in excess of the adjusted tax basis of such property;	
and shall otherwise be adjusted in accordance with the remaining provisions of this Section 7.
               (ii)     For purposes of paragraphs (f) through (k) of this Section 7, except as otherwise provided herein, the fair market value of property contributed to the Partnership or distributed by the Partnership, if permitted under Treas. Reg. §1.704-1(b)(2)(iv), shall be the value assigned to such property by agreement between the General Partner and the Partner (other than the General Partner) by which such property is contributed or to which such property is distributed. If no such agreement as to value is made, the fair market value of such property shall be determined by an appraisal.	
		 	
          (g)     Special Rules Regarding Distributions of Property. If property (other than money) is distributed to a Partner (whether in liquidation of his interest or otherwise) then immediately prior to such distribution, the Capital Accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners if there were a taxable disposition of such property for the fair market value of the property (but not less than the amount of any nonrecourse indebtedness to which such property is subject) on the date of distribution.	
10

          (h)     Property Carried at a Book Value Different from Tax Basis. If, pursuant to provisions of this Section 7, property is reflected in the Capital Accounts of the Partners and on the books of the Partnership at a book value that differs from the adjusted tax basis of such property, then the adjustments to Capital Accounts in respect of such property prescribed in Sections 7(f)(i)(C), 7(f)(i)(G) and 7(g) shall be determined by reference to depreciation, depletion, amortization, gain or loss as computed for book purposes and no further adjustments shall be made to the Capital Accounts to reflect the Partner’s shares of the corresponding tax items. For the purposes of computing such adjustments to Capital Accounts, the amount of book depreciation, depletion, or amortization for a period with respect to an item of partnership property shall be the amount that bears the same relation to the book value of such property as the depreciation (or cost recovery deduction), depletion, or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property. If such property has a zero adjusted tax basis, the General Partner may select any reasonable method of computing book depreciation, depletion or amortization with respect to such property.	
		 	
          (i)     Transfers of Interests in the Partnership. Upon the transfer of all or a part of an interest in the Partnership, the Capital Account of the transferor that is attributable to the transferred interest shall carry over to the transferee, adjusted as provided in Section 7(j). If, however, the transfer of an interest in the Partnership causes a termination of the Partnership for federal income tax purposes, then the Capital Account that carries over to the transferee and the Capital Accounts of all other Partners will be recomputed as though all property and liabilities of the Partnership had been distributed in accordance with existing Capital Account balances, adjusted in accordance with Section 7(g), and recontributed to the Partnership (or, in the case of liabilities, reassumed by the Partnership) as though such contributions were being made upon the formation of a new partnership, in accordance with the constructive liquidating distributions and recontributions deemed to occur under Treas. Reg. §1.708-1(b)(1)(iv) (or any successor provision).	
		 	
          (j)     Adjustments to Capital Accounts in Connection with an Election under Code Section 754. Upon an adjustment to the adjusted tax basis of Partnership property pursuant to Code Sections 732, 734 or 743, the Capital Accounts of the Partners shall be adjusted as provided in Treas. Reg. §1.704-1(b)(2)(iv)(m) (or any successor provision).	
		 	
          (k)     Revaluations of Partnership Property. Upon (i) a contribution of money or other property to the Partnership by a new or existing Partner as consideration for an interest in the Partnership or (ii) a distribution of money or other property by the Partnership to a retiring or continuing Partner as consideration for relinquishment of an interest in the Partnership, the Capital Accounts of the Partners may, in the discretion of the General Partner, be adjusted to reflect the manner in which the unrealized income, gain, loss or deduction inherent in all Partnership property for federal income tax purposes (that has not been reflected in the Capital Accounts of the Partners previously) would be allocated among the Partners under Section 8 of this Agreement if there were a taxable disposition of all Partnership property for its fair market value immediately prior to such contribution or distribution. For purposes of this Section 7(k) the fair market value of Partnership property shall be the value (but not less than the amount of any nonrecourse indebtedness to which such property is subject) assigned to such property by agreement between the General Partner and the contributor or distributee Partner, as the case 	
11

may be. If such agreement as to value is not made, then the fair market value of such property shall be determined by appraisal by an M.A.I. appraiser selected by the General Partner.
Section 8.     Allocation of Income and Losses.	
 	 	
          (a)     General Rules of Allocation. Net Profit, Net Losses and all items of income, gain, loss and deduction, whether or not includible or deductible for federal income tax purposes, shall be credited to or debited against the Partners’ respective Capital Accounts as set forth in this Section 8. It is intended that, as a result of such allocations and the application of Section 7(f), all liquidating distributions made pursuant to Section 19 shall be identical to the amounts that would be distributed to each Partner if such distributions were made instead pursuant to Section 9(c).	
 	 	
          (b)     Net Profits and Losses. “Net Profits” or “Net Losses” for any fiscal year or other period shall be an amount equal to the sum of (i) the Partnership’s taxable income or loss for such year or period as shown or reported on the Partnership’s U.S. Partnership return of income (but computed as provided in Section 7(h)), and (ii) any income of the Partnership for such year or period exempt from federal income taxation, reduced by (iii) any expenditures of the Partnership for such year or period not deductible in computing its taxable income and not properly capitalized for federal income tax purposes.	
 	 	
          (c)     Net Profits. Net Profits of the Partnership for any fiscal year or other period shall be allocated to the Partners as follows:	
 	 	 	
                       (i)     First, to those Partners having negative Capital Account balances, in proportion to such negative balances, until such negative balances are eliminated;	
 	 	 	
                       (ii)     Second, to those Partners for whom the Initial Capital Contribution reduced by distributions of Extraordinary Cash Flow under Section 9(c)(i) (the “Unrepaid Capital Contribution”) exceeds its Capital Account balance, in proportion to such excesses, until any such excesses are eliminated; and	
 	 	 	
                       (iii)     Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.	
 	 	
          (d)     Net Losses. Net Losses of the Partnership for any Fiscal Year or other period shall be allocated to the Partners as follows:	
 	 	 	
                       (i)     First, to those Partners whose Capital Account balances exceed their Unrepaid Capital Contributions, in proportion to such excesses, until such excesses are eliminated;	
 	 	 	
                       (ii)     Second, to those Partners having positive Capital Account balances, in proportion to such positive balances until such positive balances are eliminated; and	
 	 	 	
                       (iii)     Any remaining net losses shall be allocated to the Partners in proportion to their respective Profits Interests in the Partnership.	
12

          (e)     Distributive Share for Federal Income Tax Purposes. The Partnership shall report each Partner’s distributive share of Net Profits, Net Losses and items of income, gain, loss and deduction in accordance with the rules of Section 704(b) and (c) of the Code, as determined by the General Partner upon the advice of the Partnership’s accountants and/or tax counsel. Except as otherwise provided herein, each Partner’s share of each item of Partnership income, gain, loss or deduction for each taxable period shall equal such Partner’s share of Net Profits or Net Losses for such period. For Federal income tax purposes, the Partnership shall use the “remedial allocation method,” as described in Treas. Reg. §1.704-3(d), to allocate income, gain, loss or deduction with respect to any property contributed by a Partner to the Partnership and with respect to any property for which differences between book value and adjusted tax basis are created pursuant to Section 7(l). These allocations shall not affect the Partner’s Capital Account.	
		 	
          (f)     Deficit in Capital Account. No Partner shall be required to restore any deficit balance in its Capital Account to the Partnership except as required by the Act or as provided in Section 19 of this Agreement.	
 	
Section 9.     Distributions.	
 	 	
          (a)     Definitions. For purposes of this Section 9, the following terms shall have the respective meanings set forth below:	
          Operating Cash Flow: As to any fiscal year or portion thereof, Operating Revenues less Partnership Expenses and a reserve in a reasonable amount determined by the General Partner for working capital, payment of future known or reasonably foreseeable expenditures, obligations, or liabilities of the Partnership, and repairs, replacements, and improvements to any Partnership assets.
          Operating Revenues: As to any fiscal year or portion thereof, the total cash receipts of the Partnership less “Capital Transaction Proceeds” (the proceeds from Capital Contributions or from any sale, refinancing or any similar transaction with respect to the Partnership’s assets and less insurance proceeds), Capital Contributions, loans, any properly unapplied advance rentals in connection with the leasing of any Partnership assets (which shall be Operating Revenues when applied), and any unforfeited security deposits of tenants of any Partnership assets.
          Partnership Expenses: As to any fiscal year or portion thereof, all expenditures, expenses, and charges related to the management and operation of the Partnership and the conduct of its business and affairs and the ownership, leasing, operation, improvement, construction, development, maintenance and upkeep of any of its assets.
          Extraordinary Cash Flow: As to any fiscal year or portion thereof, the proceeds from the sale of any real property by the Partnership (a “Capital Transaction”) less any expenses, costs, or liabilities incurred by the Partnership in effecting any such sale, and an amount set aside or committed by the General Partner for repair, improvement and replacement to or of any Partnership assets.
13

          (b)     Distributions of Operating Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Operating Cash Flow to the Partners in proportion to their respective Profits Interests.	
		 	
          (c)     Distributions of Extraordinary Cash Flow. At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Extraordinary Cash Flow, if any, to the Partners in proportion to their respective Profits Interests.	
 	
Section 10.     Actions and Compensation of Partners.	
 	 	
          (a)     Except as set forth in this Section 10, no Partner shall receive or be entitled to any compensation or reimbursement for its services to or expenses incurred in connection with the Partnership.	
 	 	
          (b)     The General Partner shall be entitled to receive reimbursement from the Partnership for all costs and expenses incurred by it in connection with the conduct of the business of the Partnership, or paid by it for the account of the Partnership, including, without limitation, reasonable charges for the management of the Partnership and for maintaining the books and records of the Partnership and all costs and expenses of maintaining the Partnership’s existence and good standing as well as all legal and accounting fees allocable to the Partnership.	
 	 	
          (c)     To compensate the General Partner for its services in connection with the leasing and management of the Property, the Partnership may, subject to Section 24, enter into management, leasing, agency or similar agreements in form acceptable to the General Partner, in its sole discretion, with the General Partner or an Affiliate and pay to the General Partner or an Affiliate all management and leasing fees and commissions payable thereunder.	
 	 	
          (d)     Nothing in this Agreement shall be deemed to restrict in any way the freedom of any Partner (including, without limitation, the General Partner) or any person, firm or corporation affiliated with any Partner to conduct or engage in any business or activity whatsoever, for its own account and without regard to the business of the Partnership, including, without limitation, acquiring, developing, promoting, leasing, selling or exploiting real property and functioning as a real estate broker, agent or consultant, regardless of the location of the real estate involved in such business or activity; and neither the Partnership nor any Partner shall have any rights in or to, or any right to an accounting for, any income or profit derived by any other Partner or its Affiliate(s) from such business or activity. In this regard, the Partners specifically acknowledge that the General Partner and Affiliates of the General Partner presently engage in businesses which are or may be directly competitive with the business of the Partnership; provided, however, that nothing in this paragraph shall abridge or expand the rights of any Limited Partner under any non-competition agreement or other similar arrangement which it may have entered into with the General Partner or any other Partner.	
 	
Section 11.     Transactions with Affiliates.	
 	 	
          (a)     The General Partner is authorized to enter into agreements on behalf of the Partnership with Affiliates of the General Partner, or persons affiliated with the Limited Partners, provided that any such agreement is made on terms which the General Partner, in its sole discretion, deems reasonable and in the best interest of the Partnership. This Agreement shall 	
14

not give the Partnership or any Partner any interest in, or right to, any such business or activity or any proceeds, income or profit thereof or therefrom, and no Partner shall be obligated hereunder to offer any business opportunity to the Partnership or to any other Partner. The fact that a Partner is directly or indirectly interested in, affiliated or connected with any person, firm or corporation shall not prevent the Partnership from employing or retaining any such person, firm or corporation to render or perform a service or from purchasing merchandise or property from any such person, firm or corporation, and neither the Partnership nor any Partner, as such, shall have any rights in or to any income or profit derived by any such person, firm or corporation as a result of such employment, retainer or purchase.
          (b)     Without limiting the foregoing, the Partners specifically acknowledge that the Partnership expects to enter into various arrangements with the General Partner and its Affiliates to provide for the management, leasing, and maintenance of Partnership property. By executing this Agreement, each Partner hereby acknowledges that it is anticipated that the Partnership will have authority to borrow money from the General Partner and its Affiliates or from lenders to the General Partner or its Affiliates and lend money (on both a secured and unsecured basis) to the General Partner and its Affiliates and, in certain instances, secure such borrowings by pledges and mortgages of all or substantially all of its properties and assets.	
 	
Section 12.     Books, Records and Financial Reports.	
 	 	
          (a)     The Partnership shall maintain or cause to be maintained at its principal place of business books of the Partnership showing all receipts, expenditures, assets, liabilities, profits and losses, and shall maintain all other records necessary for recording the Partnership’s business and affairs. The books of the Partnership shall be kept on the accrual method of accounting used for federal income tax purposes or such other basis as the General Partner shall determine. Such books and records shall be open to the inspection of each Partner or the duly authorized representatives of such Partner upon reasonable notice at reasonable times during normal business hours to the extent required by the Act; provided, however, that the General Partner may keep confidential from the Limited Partners for such reasonable period of time as the General Partner deems appropriate, any information that the General Partner in good faith reasonably believes is not in the best interests of the Limited Partners or the Partnership to reveal.	
 	 	
          (b)     The General Partner is hereby designated as the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. The General Partner shall make all decisions as to accounting principles and all elections required or permitted to be made by the Partnership under the Code pertaining to the method of depreciation and deductibility of costs and expenses for the purposes of determining the Partnership’s distributable income and losses as well as for federal income tax reporting purposes.	
 	 	
          (c)     The fiscal year of the Partnership shall be the calendar year.	
 	 	
          (d)     Within sixty (60) days following the last day of each of the first three fiscal quarters of each fiscal year, the General Partner, at the expense of the Partnership, shall cause to be prepared and furnished to the Partners a financial account of the Partnership for such quarter prepared on such basis as the General Partner shall determine to be appropriate.	
15

          (e)     Within ninety (90) days following the last day of each fiscal year, the General Partner shall furnish to the Partners a financial account for such preceding fiscal year prepared at the Partnership’s expense on such basis as the General Partner shall determine to be appropriate.	
		 	
          (f)     There shall be delivered to each Partner as soon as practicable and in any event within ninety (90) days after the close of each fiscal year, a copy of the Federal Partnership Return of Income (Form 1065) or other tax return filed by the Partnership.	
		 	
          (g)     The General Partner may, in its sole discretion, perform, or cause to be performed, at the Partnership’s expense, such additional audits, accountings or appraisals of the Partnership’s business any assets as it from time to time or at any time determines to be necessary or appropriate.	
		 	
          (h)     The books of the Partnership shall be closed for tax and capital account purposes on the date hereof as of the end of the day. All income, gain, loss and deduction recognized by the Partnership before such closing of the books shall be allocated to the Partners of the Partnership immediately prior to such closing in accordance with the Prior Agreement, and all such items recognized by the Partnership after such closing of the books hereof shall be included in Net Profits and Net Losses of the Partnership for the period beginning as of the closing of such books and shall be allocated among the Partners under this Agreement.	
 	
Section 13.     Restrictions on Transfer.	
 	 	
          (a)     Transfer of General Partners’ Interest. The General Partner may sell, convey, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of (any such event, a “Transfer” and the taking of any such action, “To Transfer”) any Partnership Interest held by it on the date hereof or hereafter acquired by it without the consent of any Partner.	
 	 	
          (b)     No Limited Partner may Transfer all or any portion of, or any right in or to, any Partnership Interest held by it on the date hereof or hereafter acquired, without the consent of the General Partner, which may be given or withheld in its sole and absolute discretion. Further, any Transfer by any Limited Partner of any interest which it may hold in the Partnership shall be made only upon such terms and conditions as the General Partner, in its sole and absolute discretion, shall approve.	
 	 	
          (c)     All Transfers permitted hereunder shall be by instrument in form and substance satisfactory to the General Partner. Any Transfer in violation of this Agreement shall be null and void and shall not operate to vest any rights in any transferee. Subject to the foregoing, every transferee of any Partnership Interest who wishes to participate in the Partnership as a Partner shall execute a counterpart of this Agreement accepting and adopting all of the terms and provisions of this Agreement, as the same may have been amended, and any transferee who fails to do so shall not be entitled to any rights hereunder as a Partner or otherwise. In addition, each of the transferee and the transferor shall execute and acknowledge all such other instruments, in form and substance, satisfactory to the General Partner, as may be necessary or desirable to effectuate such Transfer on terms acceptable to the General Partner.	
16

          (d)     Notwithstanding the foregoing, PPAP may Transfer the 11.0% Capital Interest and 1% Profits Interest (together, the “Residual Interest”) held by it on the date hereof to the General Partner or any designee of the General Partner pursuant to the Agreement of Purchase and Sale, as the same may be amended from time to time (the “Purchase Agreement”), for the price (the “Residual Interest Purchase Price”) and upon the terms provided therein.	
		 	
          (e)     In no event shall the Partnership dissolve or terminate upon the admission of any Partner or upon any permitted Transfer of a Partnership Interest by any Partner. Each Partner hereby waives its right to dissolve, liquidate or terminate the Partnership in such event.	
		 	
          (f)     All expenses of the Partnership and of the Partners occasioned by a Transfer permitted under this Section 13 shall be borne by the Partner effecting the permitted Transfer.	
		 	
          (g)     Each Partner hereby indemnifies and holds harmless the Partnership and each of its Partners and the Partnership against any loss, claim, cost, expense, damage or liability in respect of any Transfer (or purported Transfer) which such Partner may make (or attempt to make) in violation of this Agreement.	
		 	
          (h)     For purposes of computing allocations of income, gain, loss and deduction hereunder, the books of the Partnership shall be closed as of the beginning of the day on which any Transfer occurs. All income, gain, loss and deduction recognized by the Partnership before such closing of the books shall be allocated to the Partners immediately prior to such closing in accordance with this Agreement as in effect at the time such books are closed, and all such items recognized by the Partnership after such closing of the books shall be allocated among the remaining Partners in accordance with this Agreement as thereafter in effect. Gain or loss from the sale or other taxable disposition of a Partnership Capital Asset shall be allocated to the persons who were Partners at the time such gain or loss was recognized by the Partnership.	
 	
Section 14.     Take Along Rights.	
 	 	
          (a)     If at any time, the General Partner wishes to sell all or substantially all of its Partnership Interest in one transaction or a series of related transactions (a “Control Transaction”), the General Partner may require each other Partner (a “Take Along Partner”) to sell all (but not less than all) of the Partnership Interest held by such Limited Partner to such third party in accordance with this Section 14, subject only to compliance with applicable federal and state securities laws, as provided in Section 16(b)(ii); provided that the General Partner shall fully discharge any Pennsylvania real estate transfer taxes that may become payable as a result of its exercise of such take along rights during the first 36 months after the date hereof. The purchase price for the Residual Interest transferred in any such sale shall be the Residual Interest Purchase Price.	
 	 	
          (b)     In connection with any exercise of its rights hereunder, the General Partner shall deliver a notice to each Take Along Partner identifying the proposed closing date for the consummation of the transaction and the Take Along Partner shall deliver to the General Partner at least seven days prior to the proposed closing date all documents reasonably required by the General Partner in order to effectuate the Control Transaction and the Transfer of the Take 	
17

Along Partners’ Partnership Interest free and clear of any liens, pledges, security interests, charges, equities, or other encumbrances whatsoever (“Encumbrances”) other than Encumbrances in favor of the General Partner or its shareholders or partners.
Section 15.     Admission of Additional Partners.	
 	 	
          (a)     New or substitute General or Limited Partners may freely be admitted to the Partnership by the General Partner, in its sole and absolute discretion, as a result of Transfer of Partnership Interests permitted hereunder or the issuance of additional Partnership Interests permitted hereunder. Each new Partner shall be admitted pursuant to this Section 15. The Partnership Interest of any such new Partner shall be fixed in accordance with Section 7(d) above, with an appropriate adjustment in the Partnership Interest of the existing Partners. Each new or substitute Partner shall sign a supplement to this Agreement at the time such new Partner is admitted confirming the admission of the new Partner as a Partner hereunder.	
 	 	
          (b)     In connection with the admission of any new or substitute Partner to the Partnership, the General Partner shall have the power, right, and authority to amend this Agreement to reflect the rights and obligations of such new Partner, including without limitation his or its obligations to contribute to the capital of the Partnership, rights to distributions, or rights to approve or consent to Partnership actions.	
 	 	
          (c)     In the event any person is admitted as a substitute General Partner, such admission shall occur contemporaneously with withdrawal of the then existing General Partner.	
 	
Section 16.     Representations, Warranties and Covenants.	
 	 	
          (a)     Each party hereby represents and warrants that:	
 	 	 	
               (i)     It has the power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby;	
 	 	 	
               (ii)     The execution, delivery and performance by it of this Agreement has been duly authorized by all necessary action and does not contravene (i) any law applicable to it or any rule, judgment, order, writ, injunction or decree of any court applicable to it, (ii) any rule or regulation of any administrative agency or other governmental authority applicable to it, (iii) its charter or by-laws (or other constituent documents), or (iv) any agreement, indenture, instrument or contract by which it is bound; and	
 	
 	               (iii)     This Agreement is the legal, valid and binding obligation of such Partner, enforceable against it in accordance with its terms.	
 	 	
          (b)     Each Limited Partner hereby represents and warrants to and covenants with the General Partner as follows:	
 	 	 	
               (i)     That it is an “accredited investor” as defined in Rule 501 under the 1933 Act; and	
18

               (ii)     That it will not distribute any of the Limited Partnership Interest held by it in violation of the 1933 Act or applicable state securities laws	
 	
Section 17.     Bankruptcy of a Limited Partner.	
          The bankruptcy of a Limited Partner shall not dissolve or terminate the Partnership. In the event the bankrupt Limited Partner’s interest in the Partnership passes to a successor or successors in interest of such Limited Partner, such successor or successors in interest shall succeed to the bankrupt Limited Partner’s entire interest in the Partnership and shall, subject to the following sentence and upon execution of a counterpart of this Agreement, become Limited Partners of the Partnership with the same Capital Interest and Profits Interest in the Partnership, the same rights in and to all distributions made by the Partnership, in liquidation or otherwise, and with the same share of the Partnership’s taxable income and losses as the bankrupt Limited Partner had with respect to its interest in the Partnership. In the event a successor or successors in interest of the Limited Partner are admitted to the Partnership as limited partners hereunder, such successor or successors shall execute and shall deliver to the Partnership all documents that may be necessary or appropriate, in the opinion of counsel for the General Partner, to reflect their admission to the Partnership as Limited Partners and their agreement to be bound by the terms and conditions of this Agreement, and shall pay all reasonable expenses connected with such substitution. In the event that any such successor shall refuse, decline, or fail to execute a written counterpart of this Agreement, such person shall not be treated as a Partner of the Partnership for any purposes whatsoever, but only as an assignee, of a right to receive distributions from the Partnership.
Section 18.     Dissolution Events.	
          The Partnership shall continue in effect until the expiration of its term, unless it shall be dissolved in the manner provided in Section 19 hereof due to the happening of any of the following events:
          (a)     The determination by the General Partner, in its sole discretion, to dissolve the Partnership; provided, however, that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the General Partner or its designee.	
		 	
          (b)     The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment;	
		 	
          (c)     The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership;	
19

          (d)     The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom;	
		 	
          (e)     The General Partner:	
		 	 	
               (i)     makes an assignment for the benefit of creditors;	
		 	 	
               (ii)     files a voluntary petition in bankruptcy;	
		 	 	
               (iii)     is adjudicated a bankrupt or insolvent;	
		 	 	
               (iv)     files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;	
		 	 	
               (v)     files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or	
		 	 	
               (vi)     seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties.	
		 	
          (f)     Dissolution by operation of law; or	
		 	
          (g)     The vote of all the Partners.	
 	
Section 19.     Winding up, Liquidation and Dissolution.	
 	 	
          (a)     Upon the dissolution of the Partnership under Section 18 of this Agreement, liquidation and winding up shall be carried out by the General Partner, acting as liquidator, in accordance with the provisions of this Section 19, unless a majority in interest of the Partners agree in writing to appoint one or more substitute General Partners and to continue the business of the Partnership as provided in the Act, in which case the business of the Partnership shall be so continued.	
 	 	
          (b)     Upon dissolution of the Partnership the business of the Partnership shall continue, if necessary, for the sole purpose of winding up its affairs; provided that the process of winding up may include completion of such work as the General Partner shall consider appropriate. The rights and obligations of the General Partner with respect to management of the Partnership as set forth herein shall continue during the period of such winding up, except that if the General Partner shall have become incapacitated from exercising the management powers set forth herein because the General Partner has been liquidated or dissolved or is subject to a proceeding in bankruptcy, said powers shall pass to the General Partner’s liquidating trustee or trustee or receiver in bankruptcy as appropriate.	
20

          (c)     The assets of the Partnership shall, consistent with Section 19(a), be liquidated as promptly as possible so as to permit distributions in cash, but such liquidation shall be made in an orderly manner so as to avoid undue losses attendant upon liquidation.	
		 	
          (d)     The Partners hereby agree that, notwithstanding the provisions of the Act and any other laws, the proceeds of liquidation and all other assets of the Partnership shall be applied and distributed in the following order of priority:	
		 	 	
               (i)     in payment of the expenses of liquidation;	
		 	 	
               (ii)     in payment of debts of the Partnership to creditors other than the Partners in such order and priority as is required by law;	
		 	 	
               (iii)     to establish reserves deemed reasonable for the ultimate discharge of contingent, unliquidated or unforeseen liabilities or obligations of the Partnership;	
		 	 	
               (iv)     in payment of debts of the Partnership to Partners who are also creditors; and	
		 	 	
               (v)     to those Partners having positive Capital Account balances in proportion to such positive balances after giving effect to all contributions, distributions and allocations for all periods.	
          The intent and purpose of this Section 19(d) is to modify the priorities of distribution set forth in the Act to reflect the understanding and agreement of the Partners.
          Such distributions shall be made by the end of the Partnership year in which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation).
          (e)     In the event that complete liquidation of the assets of the Partnership within the period of time prescribed for distributions in Section 19(d) proves impracticable, assets of the Partnership other than cash may be distributed to the Partners in kind. Any asset distributed in kind pursuant to this subparagraph (d) shall be distributed to the Partners, valued at fair market value, in accordance with their Capital Accounts as determined after (i) application of Section 8 of this Agreement; (ii) reduction for distributions of cash and cash-equivalents pursuant to Section 19(b); and (iii) the adjustments to reflect the amount of income, gain, or loss which the Partnership would have recognized if such assets had been sold, as prescribed in Section 7(f)(ii).	
		 	
          (f)     If the General Partner deems it necessary to provide for payments of known or contingent or unforeseen liabilities of the Partnership after the expiration of the time period prescribed for distributions in Section 19(c), then the General Partner may arrange for such payments out of the assets of the Partnership in any manner that does not violate the requirements of Treas. Reg. §1.704-1(b)(2)(ii)(b)(2).	
		 	
          (g)     In connection with the termination of the Partnership, the Partnership’s accountants shall prepare and furnish to each Partner a statement setting forth the assets and liabilities for the Partnership as of the date of complete liquidation.	
21

          (h)     Upon dissolution of the Partnership the General Partner shall contribute to the Partnership an amount of money equal to the lesser of: (i) the deficit balance, if any, in its Capital Account and (ii) the excess, if any, of one and one-hundredths percent (1.01%) of the aggregate capital contributions of the Limited Partners over the capital contributions previously made by the General Partner. Any contributions required under this subparagraph (h) shall be made no later than a date that will permit such contributions to be distributed among the Partners in accordance with the provisions of this Section 19 within the time period provided for such distribution in Section 19(d).	
		 	
          (i)     Upon a termination of the Partnership for federal income tax purposes under Code Section 708(b)(1), other than a termination caused by a dissolution described in Section 18, the amount of any constructive liquidating distributions of the Partnership properties deemed to occur under Treas. Reg. §1.7081(b)(1)(iv) shall be determined in accordance with the positive Capital Account balances of the Partners, as determined after taking into account all Capital Account adjustments for the Partnership taxable year ending upon the date of such termination including, without limitation, the adjustments prescribed in Sections 7(g) and 7(h).	
		 	
          (j)     The liquidation of the Partnership shall be final when all of the Partnership assets have been collected and applied to the Partnership obligations and its remaining assets, if any, have been distributed to the Partners in accordance with this Agreement. Upon the conclusion of such Events, and the completion of the Liquidators’ final accounting, the Partnership shall terminate.	
		 	
          (k)     In the event of any termination of the Partnership, the books and records of the Partnership shall be retained for a period of seven years (by the General Partner or its designee and, if the Partnership is liquidated as a result of the withdrawal of the General Partner, by such person as may be selected by persons holding a majority of the then outstanding Limited Partnership interest).	
		 	
          (l)     The General Partner acting as liquidator (or any other person so acting pursuant to this Agreement) under this Agreement shall be indemnified by the Partnership with respect to all actions taken to liquidate the Partnership in accordance with this Agreement.	
 	
Section 20.     Liabilities.	
 	 	
          (a)     No Partner shall be liable to any other Partner or to the Partnership for any damages or liabilities resulting from such Partner acting within the scope of this Agreement except where such Partner has acted in bad faith, with wilful misfeasance or with gross negligence or fraud. The Partnership shall indemnify and hold harmless each Partner from any damage or liability incurred by said Partner by reason of any act or omission performed or omitted by said Partner for or on behalf of the Partnership in accordance with this Agreement (including, without limitation, any damage incurred by the General Partner as a result of actions taken in its capacity as General Partner or in connection with the ownership or operation of the Property) except for damages caused by the bad faith, willful misfeasance or gross negligence of such Partner. The Partnership shall be permitted to advance funds to any Partner who may be indemnified by it for legal expenses and other costs incurred as a result of a legal action if the legal action relates to the performance of duties or services by the indemnified party for or on 	
22

behalf of the Partnership, and the indemnified party undertakes to repay the advanced funds in cases in which it would not be entitled to indemnification under this Section 20. Notwithstanding the foregoing, no Partner shall be entitled to indemnification or damages under this Agreement in respect of any liability of such Partner for which the General Partner or an Affiliate is entitled to indemnification from such Partner under the Purchase Agreement.
          (b)     Except as otherwise provided in this Agreement or the Act, the Limited Partners shall not be liable for the debts, liabilities, contracts or other obligations of the Partnership.	
 	
Section 21.     Power of Attorney.	
 	 	
          (a)     Grant of Power. Each Limited Partner hereby makes, constitutes and appoints the General Partner, and any successor General Partner, with full power of substitution and resubstitution, its agent and attorney-in-fact, for it and in its name, place and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file and/or record this Agreement and to sign, execute, certify, acknowledge, swear to, file and/or record a Certificate of Limited Partnership or any other instruments that may be required in connection with the formation of the Partnership, the conduct of the Partnership’s business or the dissolution and winding-up of the Partnership under the laws of the Commonwealth of Pennsylvania or any other jurisdiction, including without limitation, instruments (i) to reflect the exercise by the General Partner of any of the powers, authorizations or rights granted to it under this Agreement or the taking by the General Partner of any action which it is required, authorized or permitted to take hereunder; (ii) to reflect any amendments made to this Agreement or the cancellation of this Agreement upon the dissolution of the Partnership; (iii) to make any amendments to this Agreement deemed necessary or desirable by the General Partner (x) to comply with Federal or state securities laws or comments made by staff members of any Federal or state agency regulating the issuance of securities, or (y) to better express or carry out the purpose of the Partnership as a title holding partnership for the General Partner, or (z) to better express or carry out the mortgaging or pledging of the Property and any other assets of the Partnership to secure the obligations and liabilities of the General Partner or any Affiliate of the General Partner when deemed appropriate or desirable by the General Partner; (iv) to make filings under fictitious name statutes or other filings required by the Partnership; (v) to reflect the admission to the Partnership of any additional or any substituted Limited Partner, in the manner prescribed in this Agreement; (vi) to cause the Partnership to be qualified to do business in, or, if required, to exist as a limited partnership under the law of, any jurisdiction; and any other instruments which may be required of the Partnership or of the Partners, or deemed desirable by the General Partner. Each Limited Partner authorizes such attorney-in-fact to take any further actions which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as the Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The Limited Partner waives any and all defenses which may be available to the Limited Partner to contest, negate, or disaffirm the actions of any General Partner under the power of attorney herein granted, unless such actions would not entitle the General Partner to indemnification under Section 20(a) above.	
23

          (b)     Nature of Power. The power of attorney granted pursuant to Section 21(a) of this Agreement:	
		 	 	
               (i)     is a special power of attorney coupled with an interest and is irrevocable;	
		 	 	
               (ii)     may be exercised by such attorney-in-fact by listing the names of all of the Limited Partners who are to be parties to any agreement, certificate, instrument or document, with the signatures of such attorney-in-fact together with the recital that it acts as attorney-in-fact for all of them; and	
		 	 	
               (iii)     shall survive the death, bankruptcy or mental incapacitation of the Limited Partner, to the extent it may legally contract for such survival, or the transfer or assignment by it of its interest herein, except that where such transfer or assignment is of all of the interest held by the Limited Partner and the transferee or assignee thereof, with the consent of the General Partner, is admitted as a substituted limited partner, the power of attorney given by the transferor shall survive such transfer or assignment for the sole purpose of enabling such attorney-in-fact to execute, acknowledge, swear to, and file any agreement, certificate, instrument or document necessary to effect such substitution.	
		 	
          (c)     Execution of Additional Documents. Upon request of the General Partner, the Limited Partner shall promptly execute all certificates, agreements and other documents necessary or desirable for the General Partner to accomplish all such filings, recordings, publications and other acts as it determines may be appropriate to comply with (i) the requirements for the formation, operation, amendment or dissolution, as the case may be, of a limited partnership under the laws of the Commonwealth of Pennsylvania and (ii) similar requirements of applicable law in all other jurisdictions where the Partnership proposes to conduct business or (iii) as may be necessary and appropriate to advance the business and achieve the goals of the Partnership.	
 	
Section 22.     Successors and Assigns.	
          Except as otherwise set forth in this Agreement, the terms, covenants and agreements herein contained shall inure to the benefit of and be binding upon the successors, heirs and assigns of the parties hereto. This Agreement and the rights and obligations set forth herein may not be assigned or delegated by any party without the written consent of each other party hereto, except as provided herein.
Section 23.     Notice.	
          Any notice or communication required or referred to herein shall be in writing and transmitted by personal delivery or by registered or certified mail, postage prepaid, or by Federal Express or other nationally recognized overnight courier service, addressed to such Partner at the address set forth below or to such other address as such Partner may hereafter designate to the other Partners in accordance herewith.
24

          If to the General Partner:
 	 Brandywine Operating Partnership, L.P.
401 Plymouth Road, Suite 500
Plymouth Meeting, PA 19462
Attention: General Counsel	
          If to a Limited Partner, to the address set forth on Exhibit “A” hereto:
Any notice shall be deemed to have been given on the day next following the day of such delivery, mailing or deposit with a courier service.
Section 24.     Certain Matters.	
 	 	
          (a)     Notwithstanding anything contained herein to the contrary, in the event that any real estate investment trust (a “REIT”) holds a direct or indirect interest in the Partnership, unless waived in writing by the REIT, the parties hereto, and their respective successors and assigns, shall conduct their operations in a manner that shall permit the REIT to continue to qualify as a real estate investment trust under Code Sections 856 through and including 860 as amended, and under other applicable provisions of the Code and the Regulations thereunder.	
 	
Section 25.     Governing Law.	
          This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Section 26.     Entire Agreement.	
          This Agreement (including the exhibits and schedules hereto) together with the Purchase Agreement contains the entire understanding between the parties and supersedes any prior written or oral agreements or understandings between them with respect to the subject matter hereof.
Section 27.     Captions.	
          Section titles or captions contained in this Agreement are inserted only for reference and in no way define, limit, extend or describe the scope or intent of any provision of this Agreement.
Section 28.     Amendment.	
 	 	
          (a)     Except as set forth below, the General Partner shall have the power and authority, in its discretion and without the consent of any other Partner, to amend any or all of the provisions of this Agreement (whether to admit new or substitute Partners or to issue additional Partnership Interests or to establish the rights, privileges, duties and obligations of any Partner or class of Partnership Interest or otherwise), provided, however, that without the consent of the Continuing Partner, the General Partner shall not amend this Agreement:	
25

               (i)     To require the Continuing Partner to make any additional Capital Contribution to the Partnership, to loan any money to the Partnership, or otherwise to incur any liability or obligation to the Partnership or to third parties not provided for in this Agreement on the date hereof;	
			 	
               (ii)     To subject the Continuing Partner to any liability for the obligations of the Partnership;	
			 	
               (iii)     To reduce the Continuing Partner’s Capital Account balances or to eliminate the requirement that liquidating distributions be made in accordance with positive Capital Account balances or otherwise to abridge or diminish the economic rights of the Continuing Partner under this Agreement as in effect on the date hereof, except as provided for in Sections 5(b)and 5(c); or	
			 	
               (iv)     To amend any of the provisions of Sections 5 (except as provided in Sections 5(b) and 5(c)), 7, 8, 9, 12, 14, 18, 19, 20 or 28 so as to increase the obligations or diminish the rights of the Continuing Partner as on the date hereof;	
		 	
          (b)     Any amendment to this Agreement that is permitted hereunder may be made either by amending this Agreement or by addendum hereto. Any such amendment or addendum shall be set forth in a writing and a copy of the Agreement, as amended, or the addendum, as appropriate, shall be provided to each Partner promptly after it becomes effective.	
		 	
          (c)     This Agreement may only be amended by the General Partner acting pursuant to the grants of power and authority made hereby.	
 	
Section 29.     No Third Party Beneficiary.	
          Any agreement to pay any amount and any assumption of liability herein contained, express or implied, shall be only for the benefit of the Partners and their respective heirs, successors, and assigns, and such agreements and assumptions shall not inure to the benefit of the obligees of any indebtedness or any other party whatsoever, it being the intention of the Partners that no one shall be deemed to be a third party beneficiary of this Agreement.
Section 30.     Estoppels, Etc.	
 	 	
          (a)     Each Partner shall, upon not less than 15 days written notice from any other Partner, execute and deliver to such other Partner a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Partner’s knowledge, any uncured defaults on the part of the other Partner, specifying such defaults if any are claimed. Any such statement may be relied upon by third parties.	
 	 	
          (b)     If a Partner is a trust (with or without disclosed beneficiaries), general partnership, limited partnership, joint venture, corporation, or any entity other than a natural person, the Partnership and the Partners shall not be required to determine the authority of any person signing this Agreement on behalf of any such entity to make any commitment or undertaking on such entity’s behalf, to determine any fact or circumstance bearing upon the 	
26

existence of the authority of such entity or person, or to see to the application or distribution of proceeds paid or credited to persons signing on behalf of such entity, and shall be entitled to rely on the authority of the person signing this Agreement with respect to the voting of the Partnership’s interest by such entity and with respect to the giving of consent on behalf of such entity in connection with any matter for which consent is permitted or required under this Agreement. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership, and no person is intended to be, or shall be deemed, a third party beneficiary of any provision of this Agreement.
Section 31.     No Waiver.	
          No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach hereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.
Section 32.     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.
27

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.
 	GENERAL PARTNER	
 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	By:      BRANDYWINE REALTY TRUST, its
General Partner	
 	 	
 	     By:    /s/ Gerard H. Sweeney	
 	                                                                         	
 	               Name: Gerard H. Sweeney	
 	               Title: President	
 	 	
 	LIMITED PARTNERS	
 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	By:      BRANDYWINE REALTY TRUST, its
General Partner	
 	 	
 	     By:    /s/ Gerard H. Sweeney	
 	                                                                         	
 	               Name: Gerard H. Sweeney	
 	               Title: President	
 	 	
 	WITMER OPERATING PARTNERSHIP I, L.P.	
 	By:      BRANDYWINE WITMER, LLC,
General Partner	
 	 	
 	     By:    /s/ Gerard H. Sweeney	
 	                                                                         	
 	               Name:	
 	               Title:	
 
28

EXHIBIT “A”
Identity and Interests of Partners
I.	GENERAL PARTNER	 	 	 	 	 	 	 	
 	Name and Address	 	 	Capital
Interest	 	 	Profits
Interest	 	
Brandywine Operating Partnership, L.P.
401 Plymouth Road, Suite 500
Plymouth Meeting, PA 19462	 	 	2.0%	 	 	2.%0	 	
 	 	 	 	 	 	 	 	 	
II.	LIMITED PARTNERS	 	 	 	 	 	 	 	
 	Name and Address	 	 	Capital
Interest	 	 	Profits
Interest	 	
Brandywine Operating Partnership, L.P.
401 Plymouth Road, Suite 500
Plymouth Meeting, PA 19462	 	 	87.0%	 	 	97.0%	 	
 	 	 	 	 	 	 	 	 	
Witmer Operating Partnership I, L.P.
401 Plymouth Road, Suite 500
Plymouth Meeting, PA 19462	 	 	11%	 	 	1%	 	
29

Exhibit 3.90
AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT
OF
INTERSTATE CENTER ASSOCIATES
          THIS AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT (the “Agreement”) is entered into as of the 31st day of December, 1998 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“Brandywine”), and Brandywine Interstate 50, LLC, a Delaware limited liability company (“LLC” and, together with Brandywine, the “Partners”), each as a general partner of Interstate Center Associates, a Virginia general partnership (the “Partnership Agreement”). This Agreement amends and restates in its entirety the prior partnership agreement, as amended, of the Partnership.
          Capitalized terms used in this Agreement shall have the meanings set forth on Exhibit A attached hereto unless they are otherwise defined in the particular section in this Agreement in which they are used.
BACKGROUND
          On the date hereof, the Partners are the sole partners in the Partnership, having acquired on the date hereof the interest of a prior partner in the Partnership, Laveer Partners, L.P.
          NOW, THEREFORE, the Partners, intending to be legally bound, hereby covenant and agree as follows:
ARTICLE 1     
GENERAL PROVISIONS	
 	
            1.1.      Continuation of Partnership. Brandywine and LLC, as the sole Partners, agree to continue the Partnership a general partnership under the laws of the Commonwealth of Virginia solely for the purpose set forth in this Agreement. The Partners agree that the Partnership shall be operated pursuant to the terms and conditions set forth in this Agreement.	
 	
            1.2.      Name and Principal Place of Business. The name of the Partnership is “INTERSTATE CENTER ASSOCIATES” or such other name as Brandywine, in its sole discretion, from time to time may select. The principal place of business of the Partnership shall be c/o Brandywine Realty Trust, 14 Campus Boulevard, Suite 100, Newtown Square, PA 19073, or such other place as Brandywine, in its sole discretion, from time to time may determine.	
 	 	
            1.3.      Purpose. The purpose of the Partnership shall be to own, develop, construct, manage, operate, maintain and lease commercial real estate on such terms and for such period of time as Brandywine, in its sole discretion, from time to time may determine. Brandywine shall have complete discretion as to the time, scope and nature of any improvements to be made on property owned by the Partnership, and the time or times at which, and the terms on which, any such property shall be sold, whether in whole or in part.	

          1.4.      Management. The management of the Partnership shall be vested exclusively in Brandywine and LLC. Each of Brandywine and LLC may enter into such agreements, including agreements with its Affiliates, as it determines from time to time in its sole discretion.	

	
          1.5.      Title to Property. All property owned by the Partnership, whether real or personal, tangible or intangible, shall be owned by the Partnership as an entity and in the name of the Partnership.	
	
          1.6.      Term. The term of the Partnership shall continue until the Partnership is terminated in accordance with Article 4 of this Agreement.	
 	
ARTICLE 2     
CAPITAL ACCOUNTS; DISTRIBUTIONS	
 	 	
            2.1.      Distributions. Distributions, whether from operating cash flow, a sale of assets or otherwise, shall be made from time to time by the Partnership at the direction of Brandywine to the Partners in accordance with their percentage interests. The percentage interests of the Partners are 50% (Brandywine) and 50% (LLC).	
 	 	
            2.2.      Maintenance of Capital Accounts. The Partnership shall maintain a separate capital account for each Partner in accordance with Treasury Regulations promulgated under Section 704(b) of the Code. Each Partner’s Capital Account shall be (1) increased by (a) the amount of money contributed by such Partner to the capital of the Partnership, (b) the Gross Asset Value of any property contributed by such Partner to the capital of the Partnership (net of liabilities secured by such contributed property) and (c) the amount of Profits and other items of Partnership income or gain allocated to such Partner under this Agreement, and (2) decreased by (a) the amount of money distributed to such Partner by the Partnership pursuant to this Agreement, (b) the Gross Asset Value of property distributed to such Partner by the Partnership (net of liabilities secured by such distributed property) and (c) the amount of Losses and other items of Partnership deduction, loss or expense allocated to such Partner under this Agreement.	
 	
ARTICLE 3     
BOOKS, RECORDS, REPORTS AND ACCOUNTING	
 	 	
            3.1.      Books and Records. The Partnership shall keep or cause to be kept at its principal place of business appropriate books and records.	
 	 	
            3.2.      Fiscal Year. The fiscal year of the Partnership shall be the calendar year or such other accounting period as Brandywine may determine in its sole discretion.	
 	 	
            3.3.      Accounting Period. Unless otherwise determined by Brandywine in its sole discretion, the Partnership shall use the accrual method of accounting in maintaining its books and records and in preparation of its financial statements for federal income tax purposes.	
 	 	
            3.4.      Tax Matters. The Partners hereby appoint and designate Brandywine as the Tax Matters Partner. LLC agrees to cooperate with the Tax Matters Partner and to do or refrain 	
-2-

from doing any or all things reasonably required by the Tax Matters Partner in conducting those proceedings relative to the Partnership.
          3.5.      Tax Elections. Any and all elections for federal, state and local tax purposes, including without limitation, any election (i) to adjust the basis of the Partnership Property pursuant to Code Sections 754, 734(b) and 743(b), or comparable state or local law, in connection with Transfers of Interests in the Partnership; and (ii) to extend the statute of limitations for assessment of tax deficiencies against the Partnership and the Partners with respect to adjustments to the Companies federal, state or local tax returns shall be determined by Brandywine in its sole discretion.	
 	
ARTICLE 4     
DISSOLUTION AND LIQUIDATION	
 	 	
            4.1.      Dissolution. The Partnership shall dissolve upon the earliest to occur of any of the following:	
 	 	
 	                 (a)     the election by Brandywine;	
 	 	
 	                 (b)     the Bankruptcy of any Partner or the occurrence of any other action which causes dissolution of the Partnership under the Act; or	
 	 	
 	                 (c)     December 31, 2050.	
 	 	
            4.2.      Liquidation. Upon the dissolution of the Partnership, the Partnership shall cease to carry on its business, except insofar as may be necessary for the winding up of its business. Upon dissolution of the Partnership, Brandywine shall designate a Person (which may include itself) to act as the liquidating trustee (the “Liquidating Trustee”) and the business and affairs of the Partnership shall be wound up and the Partnership liquidated as rapidly as business circumstances permit, and the proceeds thereof shall be distributed (to the extent permitted by applicable law) in the following order and priority:	
 	 	
 	                 4.2.1.     To the payment of the debts and liabilities of the Partnership in the order of priority provided by law.	
 	 	
 	                 4.2.2.     To the payment of the expenses of liquidation of the Partnership in the order of priority provided by law.	
 	 	
 	                 4.2.3.     To the setting up of such reserves as the Liquidating Trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership’s business, provided that any such reserve will be held by the Liquidating Trustee for the purposes of disbursing such reserves in payment of any of the aforementioned contingencies and at the expiration of such period as the Liquidating Trustee shall deem advisable, to distribute the balance thereafter remaining in the manner hereinafter provided.	
-3-

	               4.2.4.     The balance of the proceeds, if any, to be distributed in accordance with Section 2.1 hereof.	
 	
ARTICLE 5     
MISCELLANEOUS	
 	 	
            5.1.      Indemnification. No Partner or any Affiliate of any Partner shall be liable, responsible, accountable in damages or otherwise to the Partnership or any Partner for any act or failure to act hereunder in connection with the Partnership and its business or in the operation and maintenance of the Partnership’s assets unless the act or omission is attributed to gross negligence, willful misconduct or fraud. Each Partner and each Affiliate of any Partner shall be indemnified, defended and held harmless by the Partnership to the fullest extent permitted by law from and against any and all losses, claims, damages, liabilities, expenses (including reasonable attorney’s fees and costs), judgments, fines, settlements, demands, actions or suits relating to or arising out of the business of the Partnership or the operation and maintenance of the assets of the Partnership or the exercise by the Partner of any authority conferred upon it hereunder.	
 	
            5.2.      Amendments. This Agreement may not be amended, modified or revised in any manner without the prior written consent of each of the Partners.	
 	
            5.3.      Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.	
 	
            5.4.      Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Partners and their respective successors and, where permitted, their assigns and Affiliates.	
 	
            5.5.      Titles and Captions. All article, section and paragraph titles and captions contained in this Agreement are for convenience only and are not a part of the context hereof.	
 	
            5.6.      No Third Party Rights. This Agreement is intended to create enforceable rights between the parties hereto only, and creates no rights in, or obligations to, any other Persons whatsoever.	
 	
            5.7.      Legal Representation. Each party to this Agreement acknowledges that such party is represented by competent legal counsel and that such counsel has fully reviewed this Agreement. This Agreement shall be construed in accordance with its fair meaning without any presumption against the party responsible for drafting this Agreement.	
 	
            5.8.      Entire Agreement. This Agreement, and the agreements attached as exhibits hereto, contain the entire agreement between the parties hereto and supersede any and all prior and contemporaneous agreements, arrangements or understandings between the parties relating to the subject matter hereof. No oral understandings, oral statements, oral promises or oral inducements exist. No representations, warranties, covenants or conditions, express or implied, whether by statute or otherwise, other than as set forth herein, have been made by the parties hereto.	
-4-

          5.9.      Counterparts. This Agreement may be signed in any number of counterparts, with the same effect as if all of the Partners had signed the same document. All counterparts shall be construed together and shall constitute but one and the same agreement. Any and all counterparts may be executed by facsimile.	
[SPACE INTENTIONALLY LEFT BLANK
-5-

          IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written.
 	PARTNERS:
BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, by Brandywine Realty Trust, a Maryland real estate investment trust, its sole general partner

By:_________________________________________________________

Title:________________________________________________________________	
 	 	
 	BRANDYWINE INTERSTATE 50, LLC, a Delaware limited liability company

By:_________________________________________________________

Title:________________________________________________________________	
-6-

EXHIBIT A
TO
AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT
OF INTERSTATE CENTER ASSOCIATES
DEFINITIONS OF TERMS
          The following terms used in this Agreement shall have the meanings described below:
          “Act” shall mean the Virginia Uniform Partnership Act, as amended from time to time.
          “Affiliate” shall mean a Person who, with respect to any Partner: (a) directly or indirectly controls, is controlled by or is under common control with such Partner; (b) owns or controls ten percent (10%) or more of the outstanding securities of such Partner; or (c) is an officer, director, member, manager or partner of such Partner.
          “Agreement” means this Amended and Restated General Partnership Agreement, as it may be amended, restated or supplemented from time to time.
          “Bankruptcy” means, with respect to a Partner, the happening of any of the following: (a) the making of a general assignment for the benefit of creditors; (b) the filing of a voluntary petition in bankruptcy or the filing of a pleading in any court of record admitting in writing an inability to pay debts as they become due; (c) the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating such Partner to be bankrupt or insolvent; (d) the filing of a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (e) the filing of an answer or other pleading admitting the material allegations of, or consenting to, or defaulting in answering, a bankruptcy petition filed against a Partner in any bankruptcy proceeding; (f) the filing of an application or other pleading or any action otherwise seeking, consenting to or acquiescing in the appointment of a liquidating trustee, receiver or other liquidator of all or any substantial part of a Partner’s properties; and (g) the commencement of any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation which has not been quashed or dismissed within 180 days.
          “Capital Account” shall mean the accounting record of each Partner’s capital interest, if any, in the Partnership maintained pursuant to and in accordance with Section 2.2 hereof.
          “Code” shall mean the Internal Revenue Code of 1986 (or successor thereto), as amended from time to time.
          “Gross Asset Value” shall mean, with respect to any asset of the Partnership, the asset’s adjusted basis for federal income tax purposes, except that (i) where an asset has been 
A-1

revalued on the books of the Partnership the Gross Asset Value shall be adjusted to reflect such revaluation, (ii) where an asset has been contributed to the Partnership by a Partner, the Gross Asset Value shall be its fair market value as established by the Partners and (iii) the Gross Asset Value of Partnership assets shall be adjusted to reflect Depreciation taken into account with respect to such assets for purposes of determining Profits or Losses.
          “Person” means an individual, firm, corporation, partnership, limited liability company, association, estate, trust, pension or profit-sharing plan, or any other entity.
          “Profits” and “Losses” shall mean, for each Fiscal Year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, as computed for federal income tax purposes and determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(l) of the Code shall be included in taxable income or loss), with the following adjustments:
               (a) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;
               (b) Any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code or treated as such expenditures pursuant to Treasury Regulation §1.704-l(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss;
               (c) Gain or loss resulting from any disposition of Partnership Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the Property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value.
               (d) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing taxable income or loss, Depreciation shall be taken into account for such Fiscal Year or other period in computing taxable income or loss;
               (e) Notwithstanding any other provision of this definition, Nonrecourse, Deductions, Partner Nonrecourse Deductions and any items of income, gain, loss or deduction which are specially allocated pursuant to Section 9.2 of this Agreement, shall not be taken into account in computing taxable income or loss; and
               (f) In any case where, in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(e) or (f) Partnership Property is revalued on the books of the Partnership to reflect its fair market value, the amount of such revaluation (to the extent not previously taken into account) shall be taken into account as gain or loss from a taxable disposition of such Property for purposes of computing taxable income or loss.
          “Tax Matters Partner” means the “tax matters Partner” as defined in Code Section 6231(a)(7).
A-2

          “Treasury Regulations” or “Regulations” shall mean pronouncements, as amended from time to time, or their successor pronouncements, which clarify, interpret and apply the provisions of the Code, and which are designated as “Treasury Regulations” by the United States Department of the Treasury.
A-3

Exhibit 3.91
SECOND AMENDMENT TO GENERAL PARTNERSHIP
AGREEMENT OF IR NORTHLIGHT II ASSOCIATES
          THIS SECOND AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT OF IR NORTHLIGHT II ASSOCIATES (the “Amendment”) is made as of June ___, 1998, by and between AAPOP 2, L.P., a Delaware limited partnership (“AAPOP”); and BPPI-I, L.P., a Pennsylvania limited partnership, or its nominee as permitted herein (“BPPI”).
BACKGROUND
          A.     AAPOP, as successor to Bell Atlantic Properties, Inc., and BPPI, as successor to PPI Northlight H, Associates, as of the date hereof each own 50% of the partnership interests in IR Northlight II Associates, a Pennsylvania general partnership (the “Partnership”) pursuant to a certain General Partnership Agreement dated September 30, 1986, as amended by a First Amendment dated as of February 28, 1995, a Consent and Waiver dated June 17, 1997, and an Assignment of Partnership Agreement dated June 23, 1997 (as so amended and assigned, the “Partnership Agreement”).	
 	
          B.     The Partnership owns, as its sole asset, a parcel of real estate, together with the office building constructed thereon, known as Lot C-7, iron Run, Upper Macungie Township, Lehigh County, Pennsylvania, and all leases, rents, income, rights and benefits appurtenant thereto (the “Property”).	
 	
          C.     The Partnership previously entered into a loan transaction with Teachers Insurance and Annuity Association, its successors and assigns (“Lender”), which loan (the “Existing Loan”) is evidenced by a Mortgage Note dated December 15, 1987, and is secured by, among other things, a Mortgage dated December 15, 1987 on the Property granted by the Partnership to the Lender. The foregoing Mortgage Note, Mortgage, and such other loan documents evidencing or securing such loan are referred to herein as the “Existing Loan Documents”.	
 	
          D.     The Partnership and J. E. Roberts Company, Inc., on behalf of the Lender, entered into a certain Settlement Agreement dated April 24, 1998, as amended by letter date& June 4, 1998 (as so amended, the “Settlement Agreement”), pursuant to which the Partnership and Lender agreed, among other things, upon the extension of the terms of the Existing Loan Documents through July 1, 1998 (the “Payoff Date”).	
 	
          E.     AAPOP and BPPI desire to enter into this Amendment for the purpose of agreeing (i) to their responsibility to each other and to Lender in connection with the Settlement Agreement, (ii) to agree on the terms and conditions of a new loan, to be secured by the Property. to replace the Existing Loan, (iii) to agree upon certain terms and conditions regarding the proposed sale of their respective interests to each other and/or to third parties, and (iv) to modify the terms and conditions of the existing buy/sell provisions of the Partnership Agreement, all on the terms and conditions more particularly set forth herein.	

AGREEMENTS
          NOW, THEREFORE, intending to be legally bound hereby, and in consideration of the foregoing and of the covenants and conditions contained herein and of other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged the parties hereto agree as follows:
          1.     Settlement Agreement. AAPOP and BPPI hereby ratify and confirm the terms and conditions of the Settlement Agreement. AAPOP and BPPL agree that the “Settlement Amount" (as defined in the Settlement Agreement) shall be shared equally by AAPOP and BPPI as expenses of the Partnership. In the event Lender is not paid in full on or prior to the Payoff Date, AAPOP agrees to be responsible for all default interest, additional interest, costs und penalties arising out of the Existing Loan Documents and the Settlement Agreement, but only to the extent (1) such costs and penalties are in excess of the Settlement Amount, and (ii) such failure to pay off the Existing Loan arises from the acts or omissions of AAPOP, its officers, employees, shareholders, directors or agents. AAPOP’s obligation to be responsible for costs and expenses in excess of the Settlement Amount shall not relieve AAPOP and as partners of the Partnership from any Partnership obligation to make payments of principal and/or interest (at the regular interest rate set forth in the Existing Loan Documents), in accordance with the terms of the Existing Loan Documents.	
 	
          2.     New Loan. AAPOP and BPPI hereby agree that the Partnership accept the terms and conditions of the proposed loan transaction with NationsBank, N.A., as more fully set forth in the NationsBank loan commitment dated June 22, 1998 and take such steps as are necessary to complete closing thereunder. The Partnership is authorized and AAPOP and BPP1 each agree to use its beet efforts to finalize the terms of the foregoing loan, and to enter into the fore going loan on or prior to the Payoff Date. In the event the proposed loan transaction requires the delivery of the guaranty of AAPOP and/or BPPI, AAPOP and BPPJ agree to use their best efforts to negotiate a guaranty that is limited to BPPI; provided, however, that AAPOP delivers to BPPI at the time of any such guaranty a written instrument in substantially the form attached hereto as Exhibit “A”, whereby AAPOP is responsible for one-half (1/2) of any liability of BPPI to such lender, its successors and assigns.	
 	
          3.     Put/Option Period. AAPOP and BPPI hereby agree that, subject to the terms set forth below (including, specifically, providing a timely “Notice”, as herein defined), during the “Put/Option Period” (as defined below), (i) AAPOP shall have the right, on the terms set forth below, to compel BPPI to purchase AAPOP’s partnership interests in the Partnership (the “Put”), and (ii) BPPI shall have the right, on the terms set forth below, to compel AAPOP to sell AAPOP’s partnership interests in the Partnership (the “Option”); provided, however, that in the event the Partnership, AAPOP and/or BPPI receive an acceptable bona fide offer to purchase the Property or a Partner’s interest in the Partnership prior to the providing of a Notice (as defined below), such offer shall be subject to the right of first refusal provisions of Section 28 of the Partnership Agreement (as modified by this Amendment), and the Put and Option shall thereafter expire and be of no further force arid effect; provided further, however that the Put/Option Period shall be revived for a new period (the “Second Put/Option Period”) if the sale of the Property or a Partner’s interest in the Partnership is not consummated by such third party (pr a Selling Partner under the right of first refusal provisions of Section 28) on or prior to 	
-2-

October 14, 1 998 The buy/sell provisions set forth in Section 27 of the Partnership Agreement may not be invoked by AAPOP or BPPI during the Put/Option Period or, if applicable, the Second Put/Option Period. As used herein, the “Put/Option Period” and/or the “Second Put/Option Period” shall be the period of time during which a closing under the Put or Option may occur upon the timely providing of a “Notice” in accordance with Section 3.1 below.
          3.1.      Terms and Conditions of the Put. AAP-OR shall have the right to exercise the Put by providing “Notice” (as herein defined) to BPPI on or after 9:00 a.m. (Eastern time) on (A) July 15, 1998 (but prior to. August 31, 1998), or, (.B) only in the event the Second Put/Option Period occurs based on the revival-of the Put/Option Period as set forth above, October 15, 1998 (but prior to November 15, 1998). Upon exercise of the Put by AAPOP, (BPPI) shall be obligated to purchase AAPOP’s partnership interests in the Partnership (i) for a purchase price of $800,000 in immediately available funds, (ii) at a closing (the “Closing”) to be held at BPPI’s offices on or prior ten (10) business days from the date of the Notice (but in no event sooner than August 1, 1998), and (iii) subject only to the additional terms and conditions set forth in the form of Assignment of Partnership Interests attached hereto as Exhibit “B”, to be delivered by AAPOP and BPPI at Closing.
          3.2.      Terms and Conditions of the Option. BPPI shall have the right to exercise the Option by providing “Notice” (as herein defined) to AAPOP on or after 9:00 a.m. (Eastern time) on (A) July 15, 1998 (but prior to August 31, 1998), or (B) only in the event the Second Put/Option Period occurs based on the revival of the Put/Option Period as set forth above, October 15, 1998 (but prior to November 15, 1998). Upon exercise of the Option, BPPI shall be obligated to purchase AAPOP’s partnership interests in the Partnership (1) for a purchase price, to be paid in immediately available funds, equal to $800,000, plus the “Net Additional Equity Value” (as herein defined), (ii) at a closing (the “Closing”) to be held at BPPI’s offices on or prior ten (10) business days from the date of the Notice (but in no event sooner than August 1, 1998), and (iii) subject only to the additional terms and conditions set forth in the form of Assignment of Partnership Interests attached hereto as Exhibit “B”, to be delivered by AAPOP and BPPI at Closing. As used herein, “Net Additional Equity Value” shall mean the sum derived in accordance with the following formula more particularly set forth on Exhibit “C” attached hereto.
          3.3.      Conflicts in Notices. Upon the exercise of the Put, BPPI’s right to exercise the Option shall cease and be of no further force and effect. Upon the exercise of the Option, the Put shall cease and be of no further force and effect. Notwithstanding the provisions of Section below regarding notices, the exercise of any “Notice” under this Section 3 must be provided as follows: (i) in writing; (ii) by hand delivery to the general receptionist or other employee of AAPOP or BPPI at the address set forth in Section 6 below during regular business hours (non-holiday weekday, 9:00 a.m. until 4:30 p.m.); (iii) confirmed by written receipt of the foregoing receptionist or employee, indicating the actual time and date of receipt (or, in the event a party refuses to accept delivery, by confirmation of the delivery party of the time delivery was attempted but refused). Any dispute between BPPI and AAPOP regarding which was exercised first, the Put or the Option, shall be submitted to arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved discovery disputes may be brought to the attention of, and may be decided by, the arbitrator. The arbitrator shall assess the 
-3-

costs and expenses of the arbitration against the parties in such proportion as may be fair and equitable.
          3.4      Due Diligence Review. At all reasonable times prior to Closing, subject to the rights of the tenants at the Property, BPPI, its agents and representatives, shall be entitled to: (1) enter upon the Property, including all leased areas, on reasonable notice to AAPOP, to perform inspections and tests of the Property, including surveys, test borings and examinations and tests of all structural and mechanical systems within the improvements, and appraisals and inspections by prospective lenders, investors and tenants; (2) make investigations with regard to zoning and building code requirements and other matters, and (3) examine and copy the documentation and data underlying the receipts and expenses relating to the Property for the most recent three (3) full calendar years and the current calendar year. BPPI shall be responsible for all costs associated with the inspections, as well as be responsible for all damages, if any, to the Property caused by BPPI’s inspections, and shall restore any damage to the Property caused by or on behalf of BPPI during such inspections.
          3.5      Covenants. Representations and Warranties of AAPOP and BPPI. AAPOP and BPPI covenant, represent and warrant to each other as follows, and will confirm these covenants, representations and warranties as of the date of Closing:
               a.     Each owns its partnership interests in the Partnership free and clear of any lien, security interest, restriction, claim or encumbrance of any kind whatsoever. From and after Closing, the party who so conveys its partnership interests in the Partnership shall warrant and agree to defend and forever warrant its title to the partnership interests so conveyed against claims by anyone claiming by or through it.	
 	
               b.     Each has the full power and authority to sell, assign, transfer, convey arid deliver its partnership interests on the terms and conditions set forth herein.	
 	
               c.     Except for the Leases shown on the rent roll set forth on Exhibit “D” attached hereto and the information disclosed on said rent roll, (i) there are no leases or other occupancy agreements affecting the use or occupancy of any part of the Property, (ii) the foregoing leases are in full force and effect on the terms set forth therein, and reflect the entire agreement between the Partnership and such tenant, (iii) there are no defaults by the tenant(s) under the foregoing leases, and no such tenant has alleged a default by the Partnership or any partner of the Partnership under the foregoing leases, and (iv) all obligations of the Partnership as landlord thereunder have been fulfilled.	
 	
               d.     Each such party has not received notice that the Property or the present use thereof is in violation of any building, fire, zoning or health code or any other law, rule, regulation or ordinance that would materially adversely affect the Property or the use thereof by any tenant or other occupant thereof.	
 	
               e.     Except for the contracts described on Exhibit “E” attached hereto and made a part hereof (the “Contracts”) and the Leases, there are no contracts, agreements, covenants, understandings, commitments, arrangements or collaborations affecting, required or useful for the ownership, leasing, use or operation of the Property. The Contracts are, to the best 	
-4-

knowledge of the maker of this representation, current and in full force and effect, and no notice of default has been received under any such Contract which remains uncured.
               f.     No notices have been received alleging that the Property is in violation of any environmental law, rule, or regulation, or alleging that there has been a release of a hazardous substance, hazardous waste, or of any pollutant or contaminant regulated under any applicable environmental law, rule or regulation.	
 	
               g.     Except for any broker who may be due a commission in connection with the expansion or extension of any of the existing Leases, there are no brokers, finders or similar agents entitled to receive a commission in connection with the sale of the partnership interest of AAPOP or BPPI contemplated hereunder.	
 	
               h.     No notices have been received of any pending condemnation, expropriation, eminent domain, or similar proceeding affecting all or any portion of the Property.	
          3.6      Further Assurances: Cross-Easements. In the event BPPI becomes the owner of the Property or the owner of AAPOP’s partnership interest in the Partnership (through exercise of the Put, the Option or otherwise), BPPI agrees at the time of such conveyance to enter into such cross-easement agreements regarding the use and maintenance of the shared walkways, bridges, utility services, life safety systems, and such other items as are reasonably required by the owner of the adjacent Lot C-6 or any of its then existing tenants. Such cross-easements shall be negotiated in good faith prior to the actual conveyance of the Property and/or partnership interest, and shall be in form reasonably satisfactory to the owners of Lots C-6 and C-7, and their respective lenders; provided, however, that in the event that, notwithstanding such good faith efforts, the cross-easements are not agreed upon prior to the actual conveyance of the Property and/or the partnership interest, the execution and delivery of such agreements shall not be a condition precedent to such conveyance, and such cross-easements will continue to be an obligation of the parties, their successors and assigns, to be furnished after such conveyance.
          4.     Procedures for Deadlock. Section 27 of the Partnership Agreement is hereby amended to provide that, in the event from and after August 31, 1998, the deadlock procedures of Section 27 are invoked by either AAPOP or BPPI, (i) the non-declaring partner shall declare its intention to sell or to purchase the declaring partner’s partnership interests in fifteen (15) days (rather than ninety (90) days) following the delivery of updated due diligence materials and a certificate restating the representations and warranties set forth in Section 3.5 above by the declaring partner to the non-declaring partner; and (ii) closing under the purchase and sale of partnership interests shall occur within thirty (30), rather than sixty (60) days after the aforesaid election of the non-declaring partner.	
 	
          5.     Procedures for Right of First Refusal. Section 28 of the Partnership Agreement is hereby amended to provide that, in the event the right of first refusal procedures of Section 28 are invoked by either AAPOP or BPPI, (i) the Remaining Partner shall declare its intention to purchase the Selling Partner’s partnership interests in fifteen (15) days (rather than ninety (90) days) following the delivery of updated due diligence materials and a certificate restating the representations and warranties set forth in Section 3.5 above by the Selling Partner to the Remaining Partner, and (ii) closing under the purchase and sale of partnership interests 	
-5-

shall occur within thirty (30), rather than sixty (60) days after the aforesaid election of the Remaining Partner.
          6.     Notices. Wherever any notice or other communication is required or permitted hereunder, such notice or other communication shall be in writing and shall be delivered by hand, by nationally recognized overnight express delivery service, or sent by U.S. registered or certified mail, return receipt requested, postage prepaid, to the addresses set out below or at such other addresses as are specified by written notice delivered in accordance herewith:	
 	 	 	
 	 	AAPOP:	
 	 	 	 	
 	 	 	c/o Atlantic American Properties	
 	 	 	1720 Walton Road	
 	 	 	Blue Bell, PA 19422	
 	 	 	Attn:      Mr. Joseph 0. Nahas, Jr.	
 	 	 	
 	 	BPPI:	
 	 	 	 	
 	 	 	Bergen of Philadelphia, Inc.	
 	 	 	Suite 401	
 	 	 	One Belmont Avenue	
 	 	 	Bala Cynwyd, PA 19040	
 	 	 	Attn:      Mr. Arthur P. Pasquarella	
 	 	 	 	
 	 	 	and	
 	 	 	 	
 	 	 	Berwind Property Group	
 	 	 	3000 Centre Square West	
 	 	 	1500 Market Street	
 	 	 	Philadelphia, PA 19102	
 	 	 	Attn:      Loretta Kelly, Esquire	
 	 	 	 	
 	 	 	and	
 	 	 	 	
 	 	 	Pitcairn Properties	
 	 	 	One Pitcairn Place	
 	 	 	Jenkintown, PA	
 	 	 	Attn:      Mr. Dennis Campbell	
          Any notice or other communication mailed as herein above provided shall be deemed effectively given or received on the date of delivery, if delivered by hand or if delivered by express delivery service, or on the date indicated on the return receipt if mailed. If any notice mailed is properly addressed but returned for any reason, such notice shall be deemed to be effective notice and to be given on the date of mailing.
-6-

          7.     Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.	
 	
          8.     Entire Agreement: Amendments: Continued Force. This Amendment sets forth all of the promises, covenants, agreements, conditions and undertakings among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, expressed or implied, oral or written, except as contained herein. This Amendment may not be changed orally but only by an agreement in writing, duly executed by all the parties. Except as otherwise set forth herein, the Partnership Agreement shall remain in full force and effect.	
          IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement to be effective on the date and year first above written.
 	BPPI-I, L.P.	 	
 	 	 	
 	By:	Bervest of Philadelphia, Inc., general partner	
 	 	 	
 	By:	                                                   	
 	 	Name:	
 	 	Title:	

 	AAPOP 2, L.P., a Delaware limited partnership 	
 	 	 	
 	By:	                                                   	
 	 	AAP Sub Three, Inc., a Delaware corporation, general partner	
 	 	 	
 	By:	                                                   	
 	 	Name 	
 	 	Title:	
-7-

Exhibit 3.92
THIRD AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT 
OF 
PLYMOUTH TFC, GENERAL PARTNERSHIP 
     THIS THIRD AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT (the “Agreement”) is made and entered into as of the ___ day of July, 2001 by and between Brandywine P.M., L.P., a Pennsylvania limited partnership (“Brandywine”), and Witmer Operating Partnership I, L.P., a Delaware limited partnership (“Witmer” and, together with Brandywine, the “Partners”), each as a general partner of Plymouth Meeting General Partnership (the “Partnership”). This Agreement amends and restates in its entirety the Second Amended and Restated General Partnership Agreement dated as of August 8, 2000 (the “Prior Agreement”) by and between the Partners. 
     Capitalized terms used in this Agreement shall have the meanings set forth on Exhibit A attached hereto unless they are otherwise defined in the particular section in this Agreement in which they are used. 
BACKGROUND 
     The Partners desire to change the name of the Partnership from “Plymouth Meeting General Partnership” to “Plymouth TFC, General Partnership” and in connection with such change of name to amend and restate in its entirety the Prior Agreement. 
     NOW, THEREFORE, the Partners, intending to be legally bound, hereby covenant and agree as follows: 
ARTICLE 1
GENERAL PROVISIONS 
     1.1. Continuation of Partnership. Brandywine and Witmer, as the sole Partners, agree that the Partnership is a general partnership formed under the laws of the Commonwealth of Pennsylvania solely for the purpose set forth in this Agreement. The Partners agree that the Partnership shall be operated pursuant to the terms and conditions set forth in this Agreement. 
     1.2. Name and Principal Place of Business. The name of the Partnership is “PLYMOUTH TFC, GENERAL PARTNERSHIP” or such other name as Brandywine, in its sole discretion, from time to time may select. The principal place of business of the Partnership shall be c/o Brandywine Realty Trust, 14 Campus Boulevard, Suite 100, Newtown Square, PA 19073, or such other place as Brandywine, in its sole discretion, from time to time may determine. 
     1.3. Purpose. The purpose of the Partnership shall be to own commercial real estate (“Land”) and to develop, construct, manage, operate, maintain and lease a commercial facility on such terms and for such period of time as Brandywine, in its sole discretion, from time to time may determine. Brandywine shall have complete discretion as to the time, scope and nature of any improvements to be made on Land, and the time or times at which, and the terms on which, the Land or any improvements thereon shall be sold, whether in whole or in part. 

     1.4. Management. The management of the Partnership shall be vested exclusively in Brandywine and Witmer. Each of Brandywine and Witmer may enter into such agreements, including agreements with its Affiliates, as it determines from time to time in its sole discretion. 
     1.5. Title to Property. All property owned by the Partnership, whether real or personal, tangible or intangible, including Land, shall be owned by the Partnership as an entity and in the name of the Partnership. 
     1.6. Term. The term of the Partnership shall continue until the Partnership is terminated in accordance with Article 4 of this Agreement. 
ARTICLE 2 
CAPITAL ACCOUNTS; DISTRIBUTIONS 
     2.1. Distributions. Distributions, whether from operating cash flow, a sale of assets or otherwise, shall be made from time to time by the Partnership at the direction of Brandywine to the Partners in accordance with their percentage interests. The percentage interests of the Partners are 50% (Brandywine) and 50% (Witmer). 
     2.2. Maintenance of Capital Accounts. The Partnership shall maintain a separate capital account for each Partner in accordance with Treasury Regulations promulgated under Section 704(b) of the Code. Each Partner’s Capital Account shall be (1) increased by (a) the amount of money contributed by such Partner to the capital of the Partnership, (b) the Gross Asset Value of any property contributed by such Partner to the capital of the Partnership (net of liabilities secured by such contributed property) and (c) the amount of Profits and other items of Partnership income or gain allocated to such Partner under this Agreement, and (2) decreased by (a) the amount of money distributed to such Partner by the Partnership pursuant to this Agreement, (b) the Gross Asset Value of property distributed to such Partner by the Partnership (net of liabilities secured by such distributed property) and (c) the amount of Losses and other items of Partnership deduction, loss or expense allocated to such Partner under this Agreement. 
ARTICLE 3 
BOOKS, RECORDS, REPORTS AND ACCOUNTING 
     3.1. Books and Records. The Partnership shall keep or cause to be kept at its principal place of business appropriate books and records. 
     3.2. Fiscal Year. The fiscal year of the Partnership shall be the calendar year or such other accounting period as Brandywine may determine in its sole discretion. 
     3.3. Accounting Period. Unless otherwise determined by Brandywine in its sole discretion, the Partnership shall use the accrual method of accounting in maintaining its books and records and in preparation of its financial statements for federal income tax purposes. 
     3.4. Tax Matters. The Partners hereby appoint and designate Brandywine as the Tax Matters Partner. Witmer agrees to cooperate with the Tax Matters Partner and to do or 
-2- 

refrain from doing any or all things reasonably required by the Tax Matters Partner in conducting those proceedings relative to the Partnership. 
     3.5. Tax Elections. Any and all elections for federal, state and local tax purposes, including without limitation, any election (i) to adjust the basis of the Partnership Property pursuant to Code Sections 754, 734(b) and 743(b), or comparable state or local law, in connection with Transfers of Interests in the Partnership; and (ii) to extend the statute of limitations for assessment of tax deficiencies against the Partnership and the Partners with respect to adjustments to the Companies federal, state or local tax returns shall be determined by Brandywine in its sole discretion. 
ARTICLE 4 
DISSOLUTION AND LIQUIDATION 
     4.1. Dissolution. The Partnership shall dissolve upon the earliest to occur of any of the following: 
 	(a)  	the election by Brandywine;	
 	 	 	
 	(b)  	the Bankruptcy of any Partner or the occurrence of any other action which causes dissolution of the Partnership under the Act; or	
 	 	 	
 	(c)  	December 31, 2050.	
     4.2. Liquidation. Upon the dissolution of the Partnership, the Partnership shall cease to carry on its business, except insofar as may be necessary for the winding up of its business. Upon dissolution of the Partnership, Brandywine shall designate a Person (which may include itself) to act as the liquidating trustee (the “Liquidating Trustee”) and the business and affairs of the Partnership shall be wound up and the Partnership liquidated as rapidly as business circumstances permit, and the proceeds thereof shall be distributed (to the extent permitted by applicable law) in the following order and priority: 
     4.2.1. To the payment of the debts and liabilities of the Partnership in the order of priority provided by law. 
     4.2.2. To the payment of the expenses of liquidation of the Partnership in the order of priority provided by law. 
     4.2.3. To the setting up of such reserves as the Liquidating Trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership’s business, provided that any such reserve will be held by the Liquidating Trustee for the purposes of disbursing such reserves in payment of any of the aforementioned contingencies and at the expiration of such period as the Liquidating Trustee shall deem advisable, to distribute the balance thereafter remaining in the manner hereinafter provided. 
- -3- 

     4.2.4. The balance of the proceeds, if any, to be distributed in accordance with Section 2.1 hereof. 
ARTICLE 5
MISCELLANEOUS 
     5.1. Indemnification. No Partner or any Affiliate of any Partner shall be liable, responsible, accountable in damages or otherwise to the Partnership or any Partner for any act or failure to act hereunder in connection with the Partnership and its business or in the operation and maintenance of the Partnership’s assets unless the act or omission is attributed to gross negligence, willful misconduct or fraud. Each Partner and each Affiliate of any Partner shall be indemnified, defended and held harmless by the Partnership to the fullest extent permitted by law from and against any and all losses, claims, damages, liabilities, expenses (including reasonable attorney’s fees and costs), judgments, fines, settlements, demands, actions or suits relating to or arising out of the business of the Partnership or the operation and maintenance of the assets of the Partnership or the exercise by the Partner of any authority conferred upon it hereunder. 
     5.2. Amendments. This Agreement may not be amended, modified or revised in any manner without the prior written consent of each of the Partners. 
     5.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 
     5.4. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Partners and their respective successors and, where permitted, their assigns and Affiliates. 
     5.5. Titles and Captions. All article, section and paragraph titles and captions contained in this Agreement are for convenience only and are not a part of the context hereof. 
     5.6. No Third Party Rights. This Agreement is intended to create enforceable rights between the parties hereto only, and creates no rights in, or obligations to, any other Persons whatsoever. 
     5.7. Legal Representation. Each party to this Agreement acknowledges that such party is represented by competent legal counsel and that such counsel has fully reviewed this Agreement. This Agreement shall be construed in accordance with its fair meaning without any presumption against the party responsible for drafting this Agreement. 
     5.8. Entire Agreement. This Agreement, and the agreements attached as exhibits hereto, contain the entire agreement between the parties hereto and supersede any and all prior and contemporaneous agreements, arrangements or understandings between the parties relating to the subject matter hereof. No oral understandings, oral statements, oral promises or oral inducements exist. No representations, warranties, covenants or conditions, express or implied, whether by statute or otherwise, other than as set forth herein, have been made by the parties hereto. 
- -4- 

     5.9. Counterparts. This Agreement may be signed in any number of counterparts, with the same effect as if all of the Partners had signed the same document. All counterparts shall be construed together and shall constitute but one and the same agreement. Any and all counterparts may be executed by facsimile. 
[SPACE INTENTIONALLY LEFT BLANK] 
- -5- 

     IN WITNESS WHEREOF, the parties have executed this THIRD AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT effective as of the day and year first above written. 
 	PARTNERS: 	
 	 	
 	BRANDYWINE P.M. L.P., a Pennsylvania limited partnership, by Brandywine P.M., LLC, a Pennsylvania limited liability company, its sole general partner, by Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member, by Brandywine Realty Trust, a Maryland real estate investment trust, its sole general partner 	
 	 	
 	By: /s/ Gerard H. Sweeney                                                       	
 	      Gerard H. Sweeney, President and Chief Executive Officer	
 	 	
 	WITMER OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership, by Brandywine Witmer, LLC, a Pennsylvania 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 sole general partner 	
 	 	
 	By: /s/ Gerard H. Sweeney                                                       	
 	      Gerard H. Sweeney, President and Chief Executive Officer	
 	 	
- -6- 

EXHIBIT A 
TO 
THIRD AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT 
OF PLYMOUTH TFC, GENERAL PARTNERSHIP 
DEFINITIONS OF TERMS 
     The following terms used in this Agreement shall have the meanings described below: 
     “Act” shall mean the Pennsylvania Uniform Partnership Act, 15 Pa. C.S.A. §8301 et. seq., as amended from time to time. 
     “Affiliate” shall mean a Person who, with respect to any Partner: (a) directly or indirectly controls, is controlled by or is under common control with such Partner; (b) owns or controls ten percent (10%) or more of the outstanding securities of such Partner; or (c) is an officer, director, member, manager or partner of such Partner. 
     “Agreement” means this Third Amended and Restated General Partnership Agreement, as it may be amended, restated or supplemented from time to time. 
     “Bankruptcy” means, with respect to a Partner, the happening of any of the following: (a) the making of a general assignment for the benefit of creditors; (b) the filing of a voluntary petition in bankruptcy or the filing of a pleading in any court of record admitting in writing an inability to pay debts as they become due; (c) the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating such Partner to be bankrupt or insolvent; (d) the filing of a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (e) the filing of an answer or other pleading admitting the material allegations of, or consenting to, or defaulting in answering, a bankruptcy petition filed against a Partner in any bankruptcy proceeding; (f) the filing of an application or other pleading or any action otherwise seeking, consenting to or acquiescing in the appointment of a liquidating trustee, receiver or other liquidator of all or any substantial part of a Partner’s properties; and (g) the commencement of any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation which has not been quashed or dismissed within 180 days. 
     “Capital Account” shall mean the accounting record of each Partner’s capital interest, if any, in the Partnership maintained pursuant to and in accordance with Section 2.2 hereof. 
     “Code” shall mean the Internal Revenue Code of 1986 (or successor thereto), as amended from time to time. 
     “Gross Asset Value” shall mean, with respect to any asset of the Partnership, the asset’s adjusted basis for federal income tax purposes, except that (i) where an asset has been revalued on the books of the Partnership the Gross Asset Value shall be adjusted to reflect such revaluation, (ii) where an asset has been contributed to the Partnership by a Partner, the Gross 
-7- 

Asset Value shall be its fair market value as established by the Partners and (iii) the Gross Asset Value of Partnership assets shall be adjusted to reflect Depreciation taken into account with respect to such assets for purposes of determining Profits or Losses. 
     “Person” means an individual, firm, corporation, partnership, limited liability company, association, estate, trust, pension or profit-sharing plan, or any other entity. 
     “Profits” and “Losses” shall mean, for each Fiscal Year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, as computed for federal income tax purposes and determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(l) of the Code shall be included in taxable income or loss), with the following adjustments: 
     (a) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss; 
     (b) Any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code or treated as such expenditures pursuant to Treasury Regulation §1.704-l(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss; 
     (c) Gain or loss resulting from any disposition of Partnership Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the Property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value. 
     (d) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing taxable income or loss, Depreciation shall be taken into account for such Fiscal Year or other period in computing taxable income or loss; 
     (e) Notwithstanding any other provision of this definition, Nonrecourse, Deductions, Partner Nonrecourse Deductions and any items of income, gain, loss or deduction which are specially allocated pursuant to Section 9.2 of this Agreement, shall not be taken into account in computing taxable income or loss; and 
     (f) In any case where, in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(e) or (f) Partnership Property is revalued on the books of the Partnership to reflect its fair market value, the amount of such revaluation (to the extent not previously taken into account) shall be taken into account as gain or loss from a taxable disposition of such Property for purposes of computing taxable income or loss. 
     “Tax Matters Partner” means the “tax matters Partner” as defined in Code Section 6231(a)(7). 
     “Treasury Regulations” or “Regulations” shall mean pronouncements, as amended from time to time, or their successor pronouncements, which clarify, interpret and 
-8- 

apply the provisions of the Code, and which are designated as “Treasury Regulations” by the United States Department of the Treasury. 
END OF EXHIBIT A 
- -9- 

Exhibit 3.93
 	STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PH 05/23/2001
010250201– 3396219 	
CERTIFICATE OF INCORPORATION
OF
BTRS, Inc. 
FIRST:   The name of the Corporation is BTRS, Inc. 
SECOND:   The registered office of the Corporation in the State of Delaware and New Castle County shall be 1201 Market Street, Suite 1600, Wilmington, DE 19801. The registered agent at such address shall be PHS Corporate Services, Inc. 
THIRD:   The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. 
FOURTH:   The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock. All such shares are to be of the par value of $.01 per share. 
FIFTH:   The name and mailing address of the incorporator are as follows: 
 	PHS Corporate Services, Inc.	
 	1201 Market Street, Suite 1600	
 	New Castle Count	
 	Wilmington, DE 19801	
SIXTH:   Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to a reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. 

SEVENTH:   A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after the filing of the Certificate of Incorporation of which this article is a part to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. 
EIGHTH:   The original by-Laws of the Corporation shall be adopted by the incorporator. Thereafter, the Directors of the Corporation shall have the power to adopt, amend or repeal the by-laws of the Corporation. 
NINTH:   The election of the directors of the Corporation need not be by written ballot unless the by-laws of the Corporation shall so provide. 
THE UNDERSIGNED, being the incorporator for the purpose of forming a corporation pursuant to Chapter I, Title 8, of the Delaware Code, entitled "General Corporation Law," and the acts amendatory thereof and supplemental thereto, if any, makes and files this Certificate of Incorporation, hereby declaring and certifying that said instrument is its act and deed and that the facts stated herein are true, and accordingly executed this Certificate of Incorporation as of May 23, 2001. 

 	PHS Corporate Services, Inc.,	
 	Incorporator	
 	By: Sharon N. McGrenrey	
2 

BY-LAWS

OF

BTRS, INC.
1.     	OFFICES:	
 	
1.1.     The Corporation may have an office or offices at such places as the Board of Directors may from time to time designate.	
 	 	
2.     	MEETING OF STOCKHOLDERS:	
 	
2.1.     The annual meeting of stockholders for the election of directors shall be held at such time and date as may be fixed by the Board of Directors.	
 	
2.2.     Special meetings of the stockholders may be called at any time by the president and shall be called by the president or secretary on the request in writing or by vote of a majority of the directors or at the request in writing of stockholders of record owning a majority in amount of the capital stock outstanding and entitled to vote.	
 	
2.3.     All meetings of the stockholders may be held at such place or places, within or without the State of Delaware, as may from time to time be fixed by the Board of Directors or as specified and fixed in the respective notices or waiver of notice thereof.	
 	 	
3.     	DIRECTORS:	
 	
3.1.     The property and business of the Corporation shall be managed by or under the direction of its Board of Directors, consisting of no less than one and no more than five directors.	
 	
3.2.     The directors shall hold office until the next annual election and until their successor is elected and qualified. Directors shall be elected by the stockholders, except that vacancies in the Board by reason of death, resignation or otherwise and newly created directorships may be filled for the unexpired term by the remaining directors, though less than a quorum, by a majority vote.	
 	 	
4.     	POWER OF DIRECTORS:	
 	
4.1.     The Board of Directors shall have such general and specific powers as are conferred upon corporations by the General Corporation Law of the State of Delaware, as amended from time to time, subject only to the provisions of the statutes, Certificate of Incorporation, and these By-Laws, which may restrict or deny such powers.	
 	 	
5.     	MEETING OF DIRECTORS:	
 	
5.1.     After each annual election of directors, the newly elected directors may meet for the purpose of organization, the election of officers, and the transaction of other business, at such place and time as shall be fixed by the stockholders at the annual meeting, and if a majority of the directors be present at such place and time, no prior notice of such meeting shall be required to be given to the directors. The place and time of such meeting may also be fixed by written consent of the directors. Regular meetings of the directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.	
-1-

 	
5.2.     Special meetings of the directors may be called by the president on five (5) days notice in writing or on two (2) days notice by telephone to each director and shall be called by the president in like manner on the written request of two directors.	
 	
5.3.     Special meetings of the directors may be held within or without the State of Delaware at such place as is indicated in the notice or waiver of notice thereof.	
 	
5.4.     A majority of the directors shall constitute a quorum, but a smaller number may adjourn from time to time, without further notice, until a quorum is secured.	
 	 	
6.     	EXECUTIVE AND OTHER COMMITTEES:	
 	
 6.1.     The Board of Directors may designate an executive committee and one or more other committees each to consist of one or more of the directors of the Corporation.	
 	
 6.2.     The executive committee shall not have authority to make, alter or amend the By-Laws, but , subject to applicable laws, shall exercise all other powers of the Board of Directors between the meetings of said Board, except the power to fill vacancies in their own membership, which vacancies shall be filled by the Board of Directors.	
 	
 6.3.     The executive committee and such other committees shall meet at stated times or on notice to all by any of their own number. They shall fix their own rules of procedure. A majority shall constitute a quorum, but the affirmative vote of a majority of the whole committee shall be necessary in every case.	
 	
 6.4.     Such other committees shall have and may exercise the powers of the Board of Directors to the extent as provided in such resolution or resolutions.	
 	 	
7.     	OFFICERS OF THE CORPORATION:	
 	
7.1.     The officers of the Corporation may be a president, one or more vice-presidents, secretary, treasurer, and such other officers as may from time to time be chosen by the Board of Directors. 	
 	
7.2.     The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer chosen or appointed by the Board of Directors may be removed either with or without cause at any time by the affirmative vote of a majority of the whole Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of the whole Board of Directors.	
-2-

 	 	
8.      	DUTIES OF THE PRESIDENT:	
 	
8.1.     The President shall be the chief executive officer of the Corporation. It shall be his duty to preside at all meetings of the stockholders; to have general and active management of the business and the Corporation; to see that all orders and resolutions of the Board of Directors are carried into effect; to execute all contracts, agreements, deeds, bonds, mortgages and other obligations and instruments, in the name of the Corporation, and to affix the corporate seal thereto when authorized by the Board of Directors or the executive committee.	
 	
8.2.     He shall have the general supervision and direction of the other officers of the Corporation and shall see that their duties are properly performed.	
 	
8.3.     He shall be ex-officio a member of all standing committees and shall have the general duties and powers of supervision and management usually vested in the office of the President of a Corporation.	
 	 	
9. 	VICE PRESIDENT:	
 	
9.1.     The Vice-Presidents, in the order designated by the Board of Directors, shall be vested with all powers and required to perform all the duties of the President in his absence or disability and shall perform such other duties as may be prescribed by the Board of Directors.	
 	 	
10. 	PRESIDENT PRO TEM:	
 	
10.1.     In the absence or disability of the President and the Vice-President, the Board may appoint from their own number a president pro tem.	
 	 	
11.	SECRETARY:	
 	
11.1.     The Secretary shall attend all meetings of the Corporation, the Board of Directors, the executive committee and standing committees. He shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose. He shall give proper notice of meetings of stockholders and directors and shall perform such other duties as shall be assigned to him by the President or the Board of Directors.	
 	 	
12.	TREASURER:	
 	
12.1.     The Treasurer shall have custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.	
 	
12.2.     He shall disburse the funds of the Corporation as may be ordered by the Board, executive committee or President, taking proper vouchers for such disbursements, and shall render to the President and directors, whenever they may require it, an account of all his transactions as treasurer, and of the financial condition of the Corporation, and at the regular meeting of the Board next preceding the annual stockholders' meeting, a like report for the preceding year.	
-3-

 	
12.3.     He shall keep an account of stock registered and transferred in such manner and subject to such regulations as the Board of Directors may prescribe.	
 	
12.4.     He shall give the Corporation a bond, if required by the Board of Directors, in such sum and in form and with security satisfactory to the Board of Directors for the faithful performance of the duties of his office and the restoration to the Corporation, in case of his death, resignation or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession, belonging to the Corporation. He shall perform such other duties as the Board of Directors or executive committee may from time to time prescribe or require.	
 	 	
13.     	DUTIES OF OFFICERS MAY BE DELEGATED:	
 	
13.1.     In case of the absence or disability of any officer of the Corporation or for any other reason deemed sufficient by a majority of the Board, the Board of Directors may delegate his powers or duties to any other officer or to any director for the time being.	
 	 	
14.     	CERTIFICATES OF STOCK:	
 	
14.1.     Certificates of stock shall be signed by the President or a Vice-President and either the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary. If a certificate of stock be lost or destroyed, another may be issued in its stead upon proof of loss or destruction and the giving of a satisfactory bond of indemnity in an amount sufficient to indemnify the Corporation against any claim. A new certificate may be issued without requiring bond when, in the judgment of the directors, it is proper to do so.	
 	 	
15.     	TRANSFER OF STOCK:	
 	
15.1.     Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction on its books. 	
 	 	
16.     	STOCKHOLDERS OF RECORD:	
 	
16.1.     The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware.	
-4-

 	 	
17.     	FISCAL YEAR:	
 	
17.1.     The fiscal year of the Corporation shall be determined by the Board of Directors.	
 	 	
18.     	DIVIDENDS:	
 	
18.1.     Dividends upon the capital stock may be declared by the Board of Directors at any regular or special meeting and may be paid in cash or property or in shares of the capital stock. The directors may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purposes and may alter or abolish any such reserve or reserves.	
 	 	
19.     	CHECKS FOR MONEY:	
 	
19.1.     All checks, drafts or orders for the payment of money shall be signed by the treasurer or by such other officer or officers as the Board of Directors may from time to time designate. No check shall be signed in blank.	
 	 	
20.     	BOOKS AND RECORDS:	
 	
20.1.     The books, records and accounts of the Corporation except as otherwise required by the laws of the State of Delaware, may be kept within or without the State of Delaware, at such place or places as may from time to time be designated by the By-Laws or by resolution of the directors.	
 	 	
21.     	NOTICES:	
 	
21.1.     Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by facsimile transmission. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by facsimile transmission, shall be the time of the giving of the notice.	
 	
21.2.     A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.	
 	 	
22.     	AMENDMENT:	
 	
22.1.     These By-Laws may be amended, altered, repealed or added to at any regular meeting of the stockholders or Board of Directors or at any special meeting called for that purpose, by affirmative vote of a majority of the stock issued and outstanding and entitled to vote or of a majority of the whole board of directors, as the case may be.	
-5-

 	 	
23.     	INDEMNIFICATION:	
 	 	
 	23.1.     Right to Indemnification:	
 	 	 	
23.1.1.     Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative ("Proceeding"), including without limitation Proceedings by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he or she or a person for whom he or she is the legal representative is or was a director or officer, [employee or agent] of the corporation or is or was serving at the request of the corporation as a director or officer, [employee or agent] of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. Such right shall be a contract right and shall include the right to be paid by the corporation for expenses incurred in defending any such Proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by a director or officer of the corporation in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such Proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this section or otherwise.	
 	 	
 	23.2.     Right of Claimant to Bring Suit:	
 	 	 	
23.2.1.     If a claim under Section 23.1 is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant had not met such applicable standard of conduct, shall create a presumption that claimant had not met the applicable standard of conduct.	
-6-

 	 	
 	23.3.      Non-Exclusivity of Rights:	
 	 	 	
23.3.1.     The rights conferred by Sections 23.1 and 23.2 shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.	
 	 	
 	23.4.     Insurance:	
 	 	 	
23.4.1.     The corporation may maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.	
Dated as of: May 23, 2001
-7-

Exhibit 3.95
DSCB201 (Rev. 81)	 	 	
ARTICLES OF INCORPORATION
(PREPARE IN TRIPLICATE)

COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE – CORPORATION BUREAU
308 NORTH OFFICE BUILDING, HARRISBURG. PA 17120 	PLEASE INDICATE (CHECK ONE) TYPE CORPORATION	
		DOMESTIC BUSINESS CORPORATION	FEE
$75.00 	
	 	 		
		DOMESTIC BUSINESS CORPORATION
A CLOSE CORPORATION – COMPLETE BACK 		
	 	 		
		DOMESTIC PROFESSIONAL CORPORATION		
	 	ENTER BOARD LICENSE NO		
	
010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXEMPT UNDER 15 P.S. 2908 B)	
 	Southpoint Land Holdings, Inc	
	
011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT ACCEPTABLE)	
 	123 South Broad Street	Suite 1730	 	 	
	
012 CITY	 	 	033 COUNTY	013 STATE	064 ZIP CODE	
 	Philadelphia	(51)	Philadelphia	PA	19109	
	
050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION	
 	 	
 	The purpose or purposes for which the corporation has been organized are to engage in and do any lawful act concerning any and all lawful business for which corporations may be incorporated under the Pennsylvania Business Corporation Law, as amended.	
 	 	
(ATTACH 8 1/2 x 11 SHEET IF NECESSARY)	
	
The Aggregate Number Shares, Classes of Shares and Par Value of Shares Which the Corporation Shall have Authority to Issue:	

040 Number and Class of Shares	041   Stated Par Value Per 
Share if Any	 	
042   Total Authorized Capital	
031   Term of existence	
1000 Shares Common	$1.00	 	$1000.00	Perpetual	
	
The name and Address of Each Incorporator, and the Number and Class of Shares Subscribed to by each Incorporator	

060 Name	   061,062
   063,064  Address	
(Street, City, State, Zip Code)	 	
Number & Class of Shares	
	
Linda D. Walas	      600 N. Second St. 	Harrisburg, PA 17108	 	1	

	

 	(ATTACH 8 1/2 x 11 SHEET IF NECESSARY)	 	 	
	
IN TESTIMONY WHEREOF, THE INCORPORATOR (S) HAS (HAVE) SIGNED AND SEALED THE ARTICLES OF INCORPORATION
THIS 23rd DAY OF March 1988
 	 	/s/ Linda D. Walas	

	 		
	
— FOR OFFICE USE ONLY —	
	
030 FILED	002 CODE	 	003 REV BOX	SEQUENTIAL NO.	100 MICROFILM NUMBER	
MAR., 23, 1988	 	 	 	1108	88221299	
 		
 	REVIEWED BY	 	004 SICC	AMOUNT	001 CORPORATION NUMBER	
 	xxxxxx	 	 	$ 75	1027437	
 		
XXXXXXXXXXXXXXX	DATE APPROVED	 	 	 	

 	DATE REJECTED	CERTIFY TO	INPUT BY	LOG IN	LOG IN (REFILE)	
 	 	   REV
   L & I
   OTHER	XXXX	 	 	
 				
Secretary of the Commonwealth	MAILED BY	DATE		VERIFIED BY	LOG OUT	LOG OUT (REFILE)	
Department of State	 		 	 	 	
Commonwealth of Pennsylvania	 	 	 		

Commonwealth of Pennsylvania 
Department of State

CERTIFICATE OF INCORPORATION
Office of the Secretary of the Commonwealth
To All to Whom These Presents Shall Come, Greeting:
Whereas, Under the provisions of the Laws of the Commonwealth, the Secretary of the Commonwealth is authorized and required to issue a “Certificate of Incorporation” evidencing the incorporation of an entity.
Whereas, The stipulations and conditions of the Law have been fully complied with by
SOUTHPOINT LAND HOLDINGS, INC.
Therefore, Know Ye, That subject to the Constitution of this Commonwealth, and under the authority of the Laws thereof, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, declare and certify the creation, erection and incorporation of the above in deed and in law by the name chosen hereinbefore specified.
Such corporation shall have and enjoy and shall be subject to all the powers, duties, requirements, and restrictions, specified and enjoined in and by the applicable laws of this Commonwealth.
	Given	under my hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 23rd day of March in the year of our Lord one thousand nine hundred and eighty-eight and of the Commonwealth the two hundred twelfth	
	 	 	
	 	XXXXXXXXX	
 	 		
 	 	Secretary of the Commonwealth	

 
Microfilm Number_________	 	 	Filed with the Department of State on APR. 13, 2001	 	
 	 	 	 	 	
Entity Number 1027437	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:
1.	The name of the corporation is: Southpoint Land Holdings, Inc.

 		
 	 	 	
2.	The (a) address of this corporations 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 comform to the records of the Department:	
 	 	 	
 	(a)	123 South Board Street, Suite 1730	Philadelphia, PA 19109	Philadelphia	
 	 		
 	 	Number and Street 	City	State  	Zip	County	
 	 	 	
 	(b)	c/o:	 	 	
 	 	 		
 	 	 	Name of Commercial Registered Office provider	County	
 	 	 	 	 	
 	For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.	
 	 	 	 	 	
3.	The statute by or under which it was incorporated is: Act of May 5, 1933, P.L. 364, as amended	
 	 	 	 	 	 	
4.	The date of its incorporation is: March 23, 1988	
 	 	 	 	 	 	
5.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment shall be effective upon filing this Articles of Amendment in the Department of State.	
 	 	 	 	 	 	
 		The amendment shall be effective or ______________________________ at _______________________________	
 	 	 	Date	 	Hour	
6.	(Check one of the following):	 	 	 	
 	 	 	
 		The amendment was adopted by the shareholders (or members) pursuant to 15 Pa. C.S. § 1914(a) and (b).	
 	 	 	 	 	 	
 		The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c).	
 	 	 	 	 	 	
7.	(Check, and if appropriate complete, one of the following):	
 	 	 	 	 	 	
 		The amendment adopted by the corporation set forth in full as follows:	
 	 	 	 	 	 	
 	 	Article 011 of the Articles of Incorporation of the Company is hereby amended in its entirety to read as follows:	
 	 		
 	 	011 The address of the registered office in Pennsylvania is: 14 Campus Boulevard, Suite 100, Newtown Square,	
 	 		
 	 	Pennsylvania 19073	

 		The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.	

8.	(Check if the amendment restates the Articles):	
 	 	 	
 		The restated Articles of Incorporation supersede the original Articles and all amendments thereto.	
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 13th day of April 2001.
 	 	Southpoint Land Holdings, Inc.	

 	By	/s/ Gerard H. Sweeney	
 	 		
 	 	Gerard H. Sweeney, Sr., President and Chief	
 	 	Executive Officer	

  
 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Statement of Change of Registered Office (15 Pa. C.S.)	 	
 	 	 	 	  Domestic Business Corporation (§ 1507)	 	 	 	
 	Entity Number
#1027437 	 	  Foreign Business Corportion (§ 4144)	 	 	 	
 		 	  Domestic Nonprofit Corporation (§ 5507)	 	 	 	
 	 	 	 	  Foreign Nonprofit Corporation (§ 6144)	 	 	 	
 	 	 	 	  Domestic Limited Partnership (§ 8506)	 	 	 	
 	 	 	 	 	 	 	 	 	
 	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
HARRISBURG, PA 17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on June 04, 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	ACTING Secretary of the Commonwealth	 	
In compliance with the requirements of the applicable provisions 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:	
 	Southpoint Land Holdings, Inc.	

 	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	
 	14, Campus Boulevard, Suite 100,         Newtown Square,                   PA                          19073                   Delaware County	

 	 	(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:	
 	  	 	
 	401 Plymouth, Suite 500,                      Plymouth Meeting,                            PA                                  19462                      Montgomery County	
 		
 	 	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	

 	DSCB: 15-1507 4144 5507:6144/8506-2	
 	 	 	
 	4.	Strike out if a limited partnership:	
 	 	 	
 	 	Such change was authorized by the Board of Directors of the corporation.	

 	 	 	IN TESTIMONY WHEREOF, the undersigned has caused this Application for Registration to be signed by a duly authorized officer thereof this

31st day of May, 2002.

			Southpoint Land Holdings, Inc. 		
 	 	 		 	
 	 	 	Name of Corporation/Limited Partnership

/s/ Brad A. Molotsky
	 	
 	 	 	Signature

Brad A. Molotsky, Secretary
	 	
 	 	 	Title	 	

Exhibit 3.96
SOUTHPOINT LAND HOLDINGS, INC. 
AMENDED AND RESTATED BYLAWS 
ARTICLE I 
OFFICES 
Section 1.1.   Registered Office.   The registered office of Southpoint Land Holdings, Inc. (“Corporation”) in the Commonwealth of Pennsylvania shall be as specified in the Articles of Incorporation of the Corporation, as they may from time to time be amended (the “Articles”), or at such other place as the Board of Directors of the Corporation (the “Board”) may specify in a statement of change of registered office filed with the Department of State of the Commonwealth of Pennsylvania. 
Section 1.2.   Other Offices.   The Corporation also may have an office or offices at such other place or places either within or without the Commonwealth of Pennsylvania as the Board from time to time may determine or the business of the Corporation requires. 
ARTICLE II 
MEETINGS OF THE SHAREHOLDERS 
Section 2.1.   Place.   All meetings of the shareholders shall be held at such places, within or without the Commonwealth of Pennsylvania, as the Board may from time to time determine. 
Section 2.2.   Annual Meeting.   A meeting of the shareholders for the election of directors and the transaction of such other business as may properly be brought before the meeting shall be held once each calendar year on the first Monday in April if not a holiday or on such other date as the Board shall determine. If the annual meeting is not called and held within six months after the designated time for such meeting, any shareholder may call the meeting at any time after the expiration of such six-month period. 

Section 2.3.   Written Ballot.   Unless required by a vote of the shareholders before the voting begins, elections of directors need not be by written ballot. 
Section 2.4.   Special Meetings.   Special meetings of the shareholders, for any purpose or purposes, may be called at any time by the President of the Corporation, by shareholders entitled to cast at least twenty percent (20%) of the votes that all shareholders are entitled to cast, or by the Board, upon written request delivered to the Secretary of the Corporation. Any request for a special meeting of shareholders shall state the purpose or purposes of the proposed meeting. Upon receipt of any such request, it shall be the duty of the Secretary of the Corporation to give notice, in a manner consistent with Section 2.7 of these Bylaws, of a special meeting of the shareholders to be held at such time as the Secretary of the Corporation may fix, which time may not be, if the meeting is called pursuant to a statutory right, more than sixty (60) days after receipt of the request. If the Secretary of the Corporation shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so. 
Section 2.5.   Scope of Special Meetings.   Business transacted at any special meeting shall be confined to the business stated in the notice. 
Section 2.6.   Record Date.   The Board may fix a time, prior to the date of any meeting of the shareholders, as a record date for the determination of the shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall not be more than ninety (90) days prior to the date of the meeting. Only the shareholders of record at the close of business on the date so fixed shall be entitled to notice of, or to vote at, such meeting, notwithstanding any transfer of securities on the books of the Corporation after any record date so fixed. The Board may similarly fix a record date for the determination of shareholders for any other purpose. When a determination of shareholders of record has been made as herein provided for purposes of a meeting, the determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting.
- -2- 

Section 2.7.   Notice.   Written notice of every meeting of the shareholders, stating the place, the date and hour thereof and, in the case of a special meeting of the shareholders, the general nature of the business to be transacted thereat, shall be given at least ten (10) days prior to the day named for the meeting to each shareholder entitled to vote thereat on the date fixed as a record date in accordance with Section 2.6 of these Bylaws or, if no record date be fixed, then of record at the close of business on the tenth (10th) day preceding the day on which notice is given. Notice shall be given in a manner provided in Section 11.4 of these Bylaws. Any notice of any meeting of shareholders may state that, for purposes of any meeting that has been previously adjourned for one or more periods aggregating at least fifteen (15) days because of an absence of a quorum, the shareholders entitled to vote who attend such a meeting, although less than a quorum pursuant to Section 2.8 of these Bylaws, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the original notice of the meeting that was so adjourned. 
Section 2.8.   Quorum.   The shareholders present in person or by proxy, entitled to cast at least a majority of the votes that all shareholders are entitled to cast on any particular matter to be acted upon at the meeting, shall constitute a quorum for the purposes of consideration of, and action on, such matter. The shareholders present in person or by proxy at a duly organized meeting can continue to do business until the adjournment thereof notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, the shareholders present in person or by proxy may, subject to the provisions of Section 2.9 of these Bylaws, adjourn the meeting to such time and place as they may determine. Those shareholders entitled to vote present in person or by proxy, although less than a quorum pursuant to Section 2.8 of these Bylaws, shall nevertheless constitute a quorum for the purpose of (a) electing directors at a meeting called for the election of directors that has been previously adjourned for lack of a quorum, and (b) acting, at a meeting that has been adjourned for one or more periods aggregating fifteen (15) days because of an absence of a quorum, upon any matter set forth in the original notice of such adjourned meeting, provided that such original notice shall have complied with the last sentence of Section 2.7 of these Bylaws. 
- -3- 

Section 2.9.   Adjournment.   Any meeting of the shareholders, including one at which directors are to be elected, may be adjourned for such periods as the shareholders present in person or by proxy and entitled to vote thereat shall direct. Other than as provided in Section 2.7 of these Bylaws, notice of the adjourned meeting or the business to be transacted thereat need not be given, other than announcement at the meeting at which adjournment is taken, unless the Board fixes a new record date for the adjourned meeting. At any adjourned meeting at which a quorum is present in accordance with Section 2.8 of these Bylaws, any business may be transacted that might have been transacted at the meeting as originally noticed. 
Section 2.10.   Majority Voting.   Any matter brought before a duly organized meeting for a vote of the shareholders including, without limitation, the amendment of any bylaw, shall be decided by a majority of the votes cast at such meeting by the shareholders present in person or by proxy and entitled to vote thereon, unless the matter is one for which a different vote is required by express provision of the applicable law, the Articles or a bylaw adopted by the shareholders, in any of which case(s) such express provision shall govern and control the decision on such matter.
- -4- 

Section 2.11.   Voting Rights.   Except as otherwise provided in the Articles, at every meeting of the shareholders, every shareholder entitled to vote shall have the right to one vote for each share having voting power standing in his or her name on the books of the Corporation. Shares of the Corporation owned by it, directly or indirectly, and controlled by the Board, directly or indirectly, shall not be voted. 
Section 2.12.   Proxies.   Every shareholder entitled to vote at a meeting of the shareholders or to express consent or dissent to corporate action in writing may authorize another person to act for him or her by proxy. The presence of, or vote or other action at a meeting of shareholders, or the expression of consent or dissent to corporate action in writing, by a proxy of a shareholder, shall constitute the presence of, or vote or action by, or written consent or dissent of the shareholder. Every proxy shall be executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact and filed with the Secretary of the Corporation. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until written notice of revocation has been given to the Secretary of the Corporation. No unrevoked proxy shall be valid after three (3) years from the date of its execution, unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation. 
Section 2.13.   Voting Lists.   The officer or agent having charge of the transfer books for securities of the Corporation shall make a complete list of the shareholders entitled to vote at a meeting of the shareholders, arranged in alphabetical order, with the address of and the number of shares held by each shareholder, which list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. 
- -5- 

Section 2.14.   Judges of Election.   In advance of any meeting of the shareholders, the Board may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of any such meeting may, and on the request of any shareholder shall, appoint judges of election at the meeting. The number of judges shall be one (1) or three (3), as determined by the Board to be appropriate under the circumstances. No person who is a candidate for office to be filled at the meeting shall act as a judge at the meeting. The judges of election shall do all such acts as may be proper to conduct the election or vote with fairness to all shareholders, and shall make a written report of any matter determined by them and execute a certificate of any fact found by them, if requested by the presiding officer of the meeting or any shareholder or the proxy of any shareholder. If there are three (3) judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all. 
Section 2.15.   Participation by Conference Call.   The right of any shareholder to participate in any shareholders’ meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting may hear each other, in which event all shareholders so participating shall be deemed present at such meeting, shall be granted solely in the discretion of the Board. 
- -6- 

ARTICLE III 
SHAREHOLDER ACTION BY WRITTEN CONSENT 
Section 3.1.   Written Consent in Lieu of Meeting.   Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. An action taken pursuant to this Section may become effective immediately upon its authorization, but prompt notice of the action shall be given to each shareholder entitled to vote thereon who has not consented thereto. The consents shall be filed with the Secretary of the Corporation. 
Section 3.2.   Record Date - Consents.   Except as otherwise provided in Section 2.6 of these Bylaws, the record date for determining shareholders entitled to (a) express consent or dissent to action in writing without a meeting, when prior action by the Board is not necessary, (b) call a special meeting of the shareholders or (c) propose an amendment of the Articles, shall be at the close of business on the day on which the first written consent or dissent, request for a special meeting or petition proposing an amendment of the Articles is filed with the Secretary of the Corporation. If prior action by the Board is necessary, the record date for determining such shareholders shall be at the close of business on the day on which the Board adopts the resolution relating to such action. 
ARTICLE IV 
DIRECTORS 
Section 4.1.   Number and Qualifications.   The Board shall consist of no less than one and no more than five directors except as provided in Section 4.4 of these Bylaws in the case of vacancies, directors, other than those constituting the first board of directors, shall be elected by the shareholders. Directors shall be natural persons of full age and need not be residents of the Commonwealth of Pennsylvania or shareholders of the Corporation. 
- -7- 

Section 4.2.   Term.   Each director shall be elected to serve a term of one (1) year and until a successor is elected and qualified or until the director’s earlier death, resignation or removal. 
Section 4.3.   Nominations of Directors.   Nominees for election to the Board shall be selected by the Board or a committee of the Board to which the Board has delegated the authority to make such selections pursuant to Section 4.12 of these Bylaws. The Board or such committee, as the case may be, may consider written recommendations from shareholders for nominees for election to the Board provided any such recommendation, together with (a) a written description of the proposed nominee’s qualifications and other relevant biographical information, (b) a description of any arrangements or understandings among the recommending shareholder and each nominee and any other person with respect to such nomination, and (c) the consent of each nominee to serve as a director of the Corporation if so elected, is received by the Secretary of the Corporation not later than the tenth (10th) day after the giving of notice of the meeting at which directors are to be elected. Only persons duly nominated for election to the Board in accordance with this Section 4.3 shall be eligible for election to the Board. 
Section 4.4.   Vacancies.   Vacancies in the Board, including vacancies resulting from an increase in the number of directors, shall be filled by a majority vote of the remaining members of the Board, even though less than a quorum, or by a sole remaining director, and each person so elected shall serve as a director for the balance of the unexpired term. If one or more directors resign from the Board effective at a future date, the directors then in office, including those who have resigned, shall have the power to fill the vacancies by a majority vote, the vote thereon to take effect when the resignations become effective.
- -8- 

Section 4.5.   Removal.   The entire Board or any one or more directors may be removed from office without assigning any cause by the vote of the shareholders. 
Section 4.6.   Powers.   The business and affairs of the Corporation shall be managed under the direction of its Board, which may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles or these Bylaws directed or required to be exercised and done by the shareholders. 
Section 4.7.   Place of Board Meetings.   Meetings of the Board may be held at such place within or without the Commonwealth of Pennsylvania as the Board may from time to time appoint or as may be designated in the notice of the meeting. 
Section 4.8.   First Meeting of Newly Elected Board.   The first meeting of each newly elected Board may be held at the same place and immediately after the meeting at which such directors were elected, and no notice shall be required other than announcement at such meeting. If such first meeting of the newly elected Board is not so held, notice of such meeting shall be given in the same manner as set forth in Section 4.9 of these Bylaws with respect to notice of regular meetings of the Board. 
Section 4.9.   Regular Board Meetings; Notice.   Regular meetings of the Board may be held at such times and places as shall be determined from time to time by resolution of at least a majority of the whole Board at a duly convened meeting, or by unanimous written consent. Notice of each regular meeting of the Board shall specify the date, place and hour of the meeting and shall be given to each director at least five (5) business days prior to the meeting date. Notice shall be given in a manner provided in Section 11.4 of these Bylaws. 
- -9- 

Section 4.10.   Special Board Meetings; Notice.   Special meetings of the Board may be called by the President of the Corporation on notice to each director, specifying the purpose, date, place and hour of the meeting and given within the same time and in the same manner provided for notice of regular meetings in Section 4.9 of these Bylaws. Special meetings shall be called by the Secretary of the Corporation in like manner and on like notice on the written request of two directors. 
Section 4.11.   Quorum of the Board.   At all meetings of the Board, the presence of a majority of the directors in office shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the Board. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting. It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such adjournment is taken. 
Section 4.12.   Committees of Directors.   The Board may, by resolution adopted by a majority of the directors in office, establish one or more committees, each committee to consist of one or more of the directors, and may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee or for the purposes of any written action by the committee. Any such committee, to the extent provided in such resolution of the Board or in these Bylaws, shall have and may exercise all of the powers and authority of the Board; provided, however, that no such committee shall have any power or authority to (a) submit to the shareholders any action requiring approval of the shareholders under the applicable law, (b) create or fill vacancies on the Board, (c) amend or repeal these Bylaws or adopt new bylaws, (d) amend or repeal any resolution of the Board that by its terms is amendable or repealable only by the Board, (e) act on any matter committed by these Bylaws or by resolution of the Board to another committee of the Board, (f) amend the Articles or adopt a resolution proposing an amendment to the Articles, or (g) adopt a plan or an agreement of merger or consolidation, share exchange, asset sale or division. In the absence or disqualification of a member or alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not a quorum is present, may unanimously appoint another director to act at the meeting in the place of any absent or disqualified member. Minutes of all meetings of any committee of the Board shall be kept by the person designated by such committee to keep such minutes. Copies of such minutes and any writing setting forth an action taken by written consent without a meeting shall be distributed to each member of the Board promptly after such meeting is held or such action is taken. Each committee of the Board shall serve at the pleasure of the Board.
- -10- 

Section 4.13.   Participation in Board Meetings by Telephone.   One or more directors may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. All directors so participating shall be deemed present at the meeting. 
Section 4.14.   Action by Consent of Directors.   Any action required or permitted to be taken at a meeting of the Board or of a committee of the Board may be taken without a meeting if, prior or subsequent to the action, a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office or the members of the committee, as the case may be, and filed with the Secretary of the Corporation. 
- -11- 

Section 4.15.   Compensation of Directors.   The Board may, by resolution, fix the compensation of directors for their services as directors. A director may also serve the Corporation in any other capacity and receive compensation therefor. 
Section 4.16.   Directors’ Liability.   No person who is or was a director of the Corporation shall be personally liable for monetary damages for any action taken, or any failure to take any action, except to the extent that the foregoing limitation of liability is expressly prohibited by applicable statutory law or is imposed pursuant to a criminal statute or constitutes self-dealing, willful misconduct or recklessness. 
ARTICLE V 
OFFICERS 
Section 5.1.   Principal Officers.   The officers of the Corporation shall be chosen by the Board, and shall include a President, Chief Executive Officer, Chairman of the Board, a Secretary and a Treasurer (collectively, the “Principal Officers”). One or more Executive Vice Presidents or Vice Presidents also may be appointed by the Board. The Principal Officers shall be natural persons of full age. Any number of offices may be held by the same person. 
Section 5.2.   Electing Principal Officers.   The Board, immediately after each annual meeting of the shareholders, shall elect the Principal Officers of the Corporation, none of whom need be members of the Board. 
Section 5.3.   Other Officers.   The Corporation may have such other officers, assistant officers, agents and employees as the Board may deem necessary, each of whom shall hold office for such period, have such authority and perform such duties as the Board may from time to time determine. The Board may delegate to any Principal Officer the power to appoint or remove, and set the compensation of, any such other officers and any such agents or employees. 
- -12- 

Section 5.4.   Compensation.   Except as provided in Section 5.3 of these Bylaws, the salaries of all officers of the Corporation shall be fixed by the Board. 
Section 5.5.   Term of Office; Removal.   Each officer of the Corporation shall hold office until his or her successor has been chosen and qualified or until his or her earlier death, resignation or removal. Vacancies of any office shall be filled by the Board. Any officer or agent may be removed by the Board with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of an officer or agent shall not of itself create any contract rights. 
Section 5.6.   Chairman of the Board.   The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors and of the stock-holders, and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors. 
Section 5.7.   The President.   The President shall be the chief executive officer of the Corporation; he or she shall preside at all meetings of the shareholders and directors, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. 
Section 5.8.   The Executive Vice-Presidents.   The Executive Vice-President or Vice-Presidents, in the order designated by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board may prescribe or the President may delegate to them. 
Section 5.9.   The Secretary.   The Secretary shall attend all sessions of the Board and all meetings of the shareholders and record all the votes of the Corporation and the minutes of all the transactions in a book to be kept for that purpose, and shall perform like duties for the committees of the Board when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall be. The Secretary shall keep in safe custody the corporate seal, if any, of the Corporation. 
- -13- 

Section 5.10.   The Treasurer.   
(a)   The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the Board. 
(b)   The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer. 
Section 5.11.   Bonds.   If required by the Board, any officer shall give the Corporation a bond in such sum, and with such surety or sureties as may be satisfactory to the Board, for the faithful discharge of the duties of his or her office and for the restoration to the Corporation, in the case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. 
ARTICLE VI 
CERTIFICATES FOR SHARES 
Section 6.1.   Share Certificates.   The certificates representing shares of the Corporation shall be numbered and registered in a share register as they are issued. The share register shall exhibit the names and addresses of all registered holders and the number and class of shares and the series, if any, held by each. The Certificate shall state that the Corporation is incorporated under the laws of the Commonwealth of Pennsylvania, the name of the registered holder and the number and class of shares and the series, if any, represented thereby. 
- -14- 

Section 6.2.   Execution of Certificates.   Every share certificate shall be executed, by facsimile or otherwise, by or on behalf of the Corporation, by the President, by any Vice-President, or by the Secretary. In case any officer who has signed or whose facsimile signature has been placed upon any share certificate shall have ceased to be such officer, because of death, resignation or otherwise, before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer had not ceased to be such at the time of issue. 
ARTICLE VII 
TRANSFER OF SHARES 
Section 7.1.   Transfer; Duty of Inquiry.   Upon presentment to the Corporation or its transfer agent of a share certificate indorsed by the appropriate person or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto and the old certificate cancelled and the transfer registered upon the books of the Corporation, unless the Corporation or its transfer agent has a duty to inquire as to adverse claims with respect to such transfer which has not been discharged. The Corporation shall have no duty to inquire into adverse claims with respect to transfers of its securities or the rightfulness thereof unless (a) the Corporation has received written notification of an adverse claim at a time and in a manner which affords the Corporation a reasonable opportunity to act on it before the issuance of a new, reissued or re-registered share certificate and the notification identifies the claimant, the registered owner and the issue of which the share or shares are a part and provides an address for communications directed to the claimant; or (b) the Corporation has required and obtained, with respect to a fiduciary, a copy of a will, trust, indenture, articles of co-partnership, bylaws or other controlling instruments, for a purpose other than to obtain appropriate evidence of the appointment or incumbency of the fiduciary, and such documents indicate, upon reasonable inspection, the existence of an adverse claim. 
- -15- 

Section 7.2.   Discharging Duty of Inquiry.   The Corporation may discharge any duty of inquiry by any reasonable means, including notifying an adverse claimant by registered or certified mail at the address furnished by the claimant or, if there is no such address, at the claimant’s residence or regular place of business, that the security has been presented for registration of transfer by a named person, and that the transfer will be registered unless within thirty (30) days from the date of mailing the notification, either (a) an appropriate restraining order, injunction or other process issues from a court of competent jurisdiction or (b) an indemnity bond, sufficient in the Corporation’s judgment to protect the Corporation and any transfer agent, registrar or other agent of the Corporation involved from any loss which it or they may suffer by complying with the adverse claim, is filed with the Corporation. 
ARTICLE VIII 
REGISTERED SHAREHOLDERS 
Section 8.1.   Before due presentment for transfer of any shares, the Corporation shall treat the registered owner thereof as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner, and shall not be bound to recognize any equitable or other claim or interest in such securities, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the Commonwealth of Pennsylvania. 
- -16- 

ARTICLE IX 
LOST CERTIFICATES 
Section 9.1.   If the owner of a share certificate claims that it has been lost, destroyed, or wrongfully taken, the Corporation shall issue a new certificate in place of the original certificate if the owner so requests before the Corporation has notice that the certificate has been acquired by a bona fide purchaser, and if the owner has filed with the Corporation an indemnity bond and an affidavit of the facts satisfactory to the Board, and has complied with such other reasonable requirements, if any, as the Board may deem appropriate. 
ARTICLE X 
DISTRIBUTIONS 
Section 10.1.   Distributions.   Distributions upon the shares of the Corporation, whether by dividend, purchase or redemption or other acquisition of its shares subject to any provisions of the Articles related thereto, may be authorized by the Board at any regular or special meeting of the Board and may be paid directly or indirectly in cash, in property or by the incurrence of indebtedness by the Corporation. 
Section 10.2.   Reserves.   Before the making of any distributions, there may be set aside out of any funds of the Corporation available for distributions such sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board shall deem conducive to the interests of the Corporation, and the Board may abolish any such reserve in the manner in which it was created. 
- -17- 

Section 10.3.   Stock Dividends/Splits.   Stock dividends or splits upon the shares of the Corporation, subject to any provisions of the Articles related thereto, may be authorized by the Board at any regular or special meeting of the Board. 
ARTICLE XI 
GENERAL PROVISIONS 
Section 11.1.   Checks and Notes.   All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board may from time to time designate. 
Section 11.2.   Fiscal Year.   The fiscal year of the Corporation shall be as determined by the Board. 
Section 11.3.   Seal.   The corporate seal, if any, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Pennsylvania.” Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. The affixation of the corporate seal shall not be necessary to the valid execution, assignment or endorsement of any instrument or other document by the Corporation. 
Section 11.4.   Notices.   Whenever, under the provisions of the applicable law or of the Articles or of these Bylaws or otherwise, written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class or express mail, postage prepaid, telegram (with messenger service specified), telex, courier service (with charges prepaid) or facsimile transmission, to his or her address, (or to his or her telex, or facsimile number), appearing on the books of the Corporation or, in the case of directors, supplied by the director to the Corporation for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person. A notice given by telex or facsimile transmission shall be deemed to have been given when dispatched.
- -18- 

Section 11.5.   Waiver of Notice.   Whenever any notice is required to be given by applicable law or by the Articles or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted nor the purpose of a meeting need be specified in the waiver of notice of the meeting. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting, except where any person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened, and the person so objects at the beginning of the meeting. 
ARTICLE XII 
AMENDMENTS 
Section 12.1.   Amendments.   These Bylaws may be amended or repealed and/or new bylaws adopted by a majority vote of the shareholders entitled to vote thereon at any regular or special meeting duly convened or, except for a bylaw on a subject expressly committed to the shareholders by applicable law, by a majority vote of the members of the Board at any regular or special meeting duly convened, subject always to the power of the shareholders to change such action by the directors; however, whenever the Bylaws require for the taking of any action by the shareholders a specific number or percentage of votes, the provision of the Bylaws setting forth that requirement shall not be amended or repealed by any lesser number or percentage of votes of the shareholders. In the case of a meeting of shareholders, written notice shall be given to each shareholder that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment or repeal of the Bylaws. There shall be included in, or enclosed with the notice, a copy of the proposed amendment or a summary of the changes to be effected thereby. Any change in the Bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change. 
- -19- 

ARTICLE XIII 
INDEMNIFICATION 
Section 13.1.   Officers and Directors - Direct Actions.   The Corporation shall indemnify any director or officer of the Corporation (as used in this Article XIII, the phrase “director or officer of the Corporation” shall mean any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise), any person who was or is a party (other than a party plaintiff suing on his or her own behalf), or who is threatened to be made such a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation, against expenses (including fees for legal counsel), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she met the standard of conduct of (a) acting in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and (b) with respect to any criminal proceeding, having no reasonable cause to believe his or her conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person (a) did not act in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and (b) with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful. 
- -20- 

Section 13.2.   Officers and Directors - Derivative Actions.   The Corporation shall indemnify any director or officer of the Corporation who was or is a party (other than a party suing in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in the Corporation’s favor by reason of the fact that he or she is or was a director or officer of the Corporation, against expenses (including fees for legal counsel) actually and reasonably incurred by him or her in connection with the defense or settlement of the action, suit or proceeding if he or she met the standard of conduct of acting in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation. Indemnification shall not be made under this Section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation unless and only to the extent that the Court of Common Pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in which the action, suit or proceeding was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses that the Court of Common Pleas or other court deems proper. 
Section 13.3.   Employees and Agents.   The Corporation may, to the extent permitted by applicable law, indemnify any employee or agent of the Corporation (as used in this Article XIII, the phrase “employee or agent of the Corporation” shall mean any person who is or was an employee or agent of the Corporation, other than an officer, or is or was serving at the request of the Corporation as an employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise) who was or is a party, or who is threatened to be made such a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, against expenses (including fees for legal counsel), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding by reason of the fact that he or she is or was an employee or agent of the Corporation, provided he or she has met the standard of conduct set forth in Sections 13.1 and 13.2, subject to the limitations set forth in Section 13.2 in the case of an action, suit or proceeding by or in the right of the Corporation to procure a judgment in the Corporation’s favor. 
- -21- 

Section 13.4.   Mandatory Indemnification.   To the extent that a director or officer of the Corporation or any employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in Sections 13.1, 13.2 or 13.3 of this Article XIII, or in defense of any claim, issue or matter therein, he or she shall be indemnified by the Corporation against expenses (including fees for legal counsel) actually and reasonably incurred by him or her in connection therewith. 
Section 13.5.   Advancing Expenses.   Expenses (including fees for legal counsel) incurred by a director or officer of the Corporation or an employee or agent of the Corporation in defending any action or proceeding referred to in this Article XIII may be paid by the Corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article XIII. 
- -22- 

Section 13.6.   Procedure.   
(a)   Unless ordered by a court, any indemnification or advancement of expenses under this Article XIII shall be made by the Corporation only as authorized in a specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 13.1, 13.2 or 13.3, as the case may be. 
(b)   All determinations under this Section 13.6 shall be made:
(1)   With respect to indemnification under Section 13.3 and advancement of expenses to an employee or agent of the Corporation, other than an officer, by the Board by a majority vote. 
(2)   With respect to indemnification under Section 13.1 or 13.2 and advancement of expenses to a director or officer of the Corporation,
(A)   By the Board by a majority vote of a quorum consisting of directors who were not parties to such action or proceeding, or
(B)   If such a quorum is not obtainable, or, if obtainable and if a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or
(C)   By the shareholders.
Section 13.7.   Nonexclusivity of Indemnification.
 (a)   The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIII shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to actions in his or her official capacity and as to actions in another capacity while holding that office. The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, whether arising under or pursuant to this Article XIII or otherwise.
- -23- 

(b)   Indemnification pursuant to Section 13.7(a) hereof shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. 
(c)   Indemnification pursuant to Section 13.7(a) under any Bylaw, agreement, vote of shareholders or directors or otherwise, may be granted for any action taken or any failure to take any action and may be made whether or not the Corporation would have the power to indemnify the person under any other provision of law except as provided in this Section 13.7 and whether or not the indemnified liability arises or arose from any threatened or pending or completed action by or in the right of the Corporation. 
Section 13.8.   Insurance.   The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation or an employee or agent of the Corporation, against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against that liability under the provisions of this Article XIII or otherwise. 
Section 13.9.   Past Officers and Directors.   The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIII shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs and personal representatives of that person. 
- -24- 

Section 13.10.   Surviving or New Corporations.   References to “the Corporation” in this Article XIII include all constituent corporations absorbed in a consolidation, merger or division, as well as the surviving or new corporation resulting therefrom, so that any director, officer, employee or agent of the constituent, surviving or new corporation shall stand in the same position under the provisions of this Article XIII with respect to the surviving or new corporation as he or she would if he or she had served the surviving or new corporation in the same capacity. 
Section 13.11.   Employee Benefit Plans.   
(a)   References in this Article XIII to “other enterprises” shall include employee benefit plans and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation that imposes duties on, or involves services by, the person with respect to an employee benefit plan, its participants or beneficiaries. 
(b)   Excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be deemed “fines.”
(c) Action with respect to an employee benefit plan taken or omitted in good faith by a director, officer, employee or agent of the Corporation in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of the plan shall be deemed to be action in a manner that is not opposed to the best interests of the Corporation. 
- -25- 

Exhibit 3.97
DSCB 204 (Rev “UNREADABLE TEXT”)	PLEASE INDICATE ( CHECK ONE) TYPE CORPORATION	FEE
$75.00 	
ARTICLES OF INCORPORATION

COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE – CORPORATION BUREAU
308 NORTH OFFICE BUILDING, HARRISBURG, PA 17120 		DOMESTIC BUSINESS CORPORATION		
		 		
		DOMESTIC BUSINESS CORPORATION
A CLOSE CORPORATION – COMPLETE BACK 		
		 		
		DOMESTIC PROFESSIONAL CORPORATION		
		ENTER BOARD LICENSE NO.		
	
010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXEMPT UNDER 15 P.S. 2908 B)	
     VALLEYBROOKE LAND HOLDINGS, INC.	
	
011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT ACCEPTABLE)	
     123 South Broad Street Suite 1730	
	
012 CITY	 	 	033 COUNTY	013 STATE	064 ZIP CODE	
 	Philadelphia	(51)	Philadelphia	PA	19109	
	
050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION	
The corporation shall have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Pennsylvania Business Corporation Law. This corporation is incorporated under the provisions of that law.
(ATTACH 8 1/2 x 11 SHEET IF NECESSARY)	
	
The Aggregate number of Shares, Classes of Shares and Par Value of Shares Which the Corporation Shall Have Authority to Issue:	

040 Number and Class of Shares	041   Stated Par Value Per Share if Any	 	
042   Total Authorized Capital	
031   Term of existence	
1,000 shares Common	$1.00	 	$1,000.00	Perpetual	
	
The Name and Address of Each Incorporator, and the Number and Class of Shares Subscribed to by each Incorporator	

060 Name	   061, 062
   063, 064  Address	
(Street, City, State, Zip Code)	
Number & Class of Shares	
	
Jean M. Hamilton	      Blank, Rome, Comisky & McCauley	1 share Common	
	
 	     4 Penn Center Plaza	 	
	
 	     Philadelphia, PA 19103	 	
	
 	(ATTACH 8 1/2 x 11 SHEET IF NECESSARY)	 	
	
IN TESTIMONY WHEREOF, THE INCORPORATOR(S) HAS (HAVE) SIGNED AND SEALED THE ARTICLES OF INCORPORATION
THIS Sixteenth DAY OF February 1988
 	 	               /s/  Jean M. Hamilton	
	 		
 	 	              Jean M. Hamilton	

– FOR OFFICE USE ONLY –	
	
030 FILED	002 CODE	 	003 REV BOX	SEQUENTIAL NO.	100 MICROFILM NUMBER	
FEB 17 1988	 	 	 	92424	                  8813 601 	
 		
 	REVIEWED BY	 	004 SICC	AMOUNT	001 CORPORATION NUMBER	
 	 	 	 	$75	                  1020265	
 		
XXXXXXXXXXXXXXX	DATE APPROVED	 	 	 	

 	DATE REJECTED	CERTIFY TO	INPUT BY	LOG IN	LOG IN (REFILE)	
 	 	   REV
   L & I
   OTHER	 	 	 	
 				
Secretary of the Commonwealth	MAILED BY	DATE		VERIFIED BY	LOG OUT	LOG OUT (REFILE)	
Department of State	 		 	 	 	
Commonwealth of Pennsylvania	 	 	 	 	

Commonwealth of Pennsylvania
Department of State

CERTIFICATE OF INCORPORATION
Office of the Secretary of the Commonwealth
To All to Whom These Presents Shall Come, Greeting:
Whereas, Under the provisions of the Laws of the Commonwealth, the Secretary of the Commonwealth is authorized and required to issue a “Certificate of Incorporation” evidencing the incorporation of an entity.
Whereas, The stipulations and conditions of the Law have been fully complied with by
VALLEYBROOKE LAND HOLDINGS, INC.
Therefore, Know Ye, That subject to the Constitution of this Commonwealth, and under the authority of the Laws thereof, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, declare and certify the creation, erection and incorporation of the above in deed and in law by the name chosen hereinbefore specified.
Such corporation shall have and enjoy and shall be subject to all the powers, duties, requirements, and restrictions, specified and enjoined in and by the applicable laws of this Commonwealth.
	Given	under my hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 17th day of February in the year of our Lord one thousand nine hundred and eighty-eight and of the Commonwealth the two hundred twelfth	
	 	 	
	 	XXXXXXXXX	
	 		
	 	Secretary of the Commonwealth	

 
Microfilm Number_________	 	 	Filed with the Department of State on APR 13 2001	 	
 	 	 	 	 	
Entity Number 1020265	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:
1.	The name of the corporation is: Valleybrooke Land Holdings, Inc.

 		
 	 	 	
2.	The (a) address of this corporation’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)	123 South Broad Street, Suite 1730	Philadelphia,	PA	19109	Philadelphia	
 	 		
 	 	Number and Street 	City	State  	Zip	County	
 	 	 	
 	(b)	c/o:	 	 	
 	 	 		
 	 	 	Name of Commercial Registered Office provider	County	
 	 	 	 	 	
 	For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.	
 	 	 	 	 	
3.	The statute by or under which it was incorporated is: Act of May 5, 1933, P.L. 364 as amended	 	
 	 	
4.	The date of its incorporation is: February 17, 1988	
 	 	
5.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment shall be effective upon filing these Articles of Amendment in the Department of State.	
 	 	 	
 		The amendment shall be effective on _______ at ______	
 	 	                                                               Date            Hour	
6.	(Check one of the following):	
 	 	 	
 		The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. § 1914(a) and (b).	
 	 	 	
 		The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c).	
 	 	 	
7.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment adopted by the corporation set forth in full is as follows:	
 	 	 	
 	 	Article 011 of the Articles of Incorporation of the Company is hereby amended in its entirety to read as follows:	
 	 	 	
 	 	“011 The address of the registered office in Pennsylvania is: 14 Campus Boulevard, Suite 100, Newtown Square,	
 	 	 	
 	 	Pennsylvania 19073”	
 	 	 	
 		The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.	

	
8.	(Check if the amendment restates the Articles):	
 	 	 	
 		The restated Articles of Incorporation supersede the original Articles and all amendments thereto.	
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 13th day of April, 2001.
 	 	Valleybrooke Land Holdings, Inc.	

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

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Statement of Change of Registered Office (15 Pa.C.S.)	 	
 	Entity Number
#1020265 	 	  	Domestic Business Corporation (§ 1507)	 	 	 	
 		 	 	Foreign Business Corporation (§ 4144)	 	 	 	
 		 	 	Domestic Nonprofit Corporation (§ 5507)	 	 	 	
 	 	 	 	 	Foreign Nonprofit Corporation (§ 6144)	 	 	 	
 	 	 	 	 	Domestic Limited Partnership (§ 8506)	 	 	 	
 	 	 	 	 	 	 	 	 	
 	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
HARRISBURG,   PA      17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on JUN 04 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	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:	
 	Valleybrooke Land Holdings, Inc.	

 	 	 	
 	 	 	
 	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	
 	14 Campus Boulevard, Suite 100, 	Newtown Square,	PA	19073	Delaware County	
 		
 	 	(b) Name of Commercial Registered Office Provider 	 	 	County	
 	co:	 	 	 	 	

 	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:	
 	 	 	
 	401 Plymouth Road, Suite 500, 	Plymouth Meeting, 	PA	19462	Montgomery County	
 		
 	 	Number and street	City	State	Zip	County	
 	 	 	
 	 	(b) The registered office of the corporation or limited partnership shall be provided by:	
 	 	
 	co:	
 		
 	 	Name of Commercial Registered Office Provider	 	 	County	

 	4.	Strike out if a limited partnership:	
 	 	 	
 	 	Such change was authorized by the Board of Directors of the corporation.	

 	 	 	 	 	
 	 	 	IN TESTIMONY WHEREOF, the undersigned has caused
this Application for Registration to be signed by a duly
authorized officer thereof this
 31st day of  May 2002. 

Valleybrooke Land Holdings, Inc.
	 	
 	 	 	Name of Corporation/Limited Partnership

/s/ Brad A. Molotsky
	 	
 	 	 	Signature

Brad A. Molotsky, Secretary
	 	
 	 	 	Title	 	

Exhibit 3.98 
VALLEYBROOKE LAND HOLDINGS, INC. 
AMENDED AND RESTATED BYLAWS 
ARTICLE I
OFFICES 
Section 1.1.    Registered Office. The registered office of Valleybrooke Land Holdings, Inc. ( “Corporation”) in the Commonwealth of Pennsylvania shall be as specified in the Articles of Incorporation of the Corporation, as they may from time to time be amended (the “Articles”), or at such other place as the Board of Directors of the Corporation (the “Board”) may specify in a statement of change of registered office filed with the Department of State of the Commonwealth of Pennsylvania. 
Section 1.2.    Other Offices. The Corporation also may have an office or offices at such other place or places either within or without the Commonwealth of Pennsylvania as the Board from time to time may determine or the business of the Corporation requires. 
ARTICLE II 
MEETINGS OF THE SHAREHOLDERS 
Section 2.1.    Place. All meetings of the shareholders shall be held at such places, within or without the Commonwealth of Pennsylvania, as the Board may from time to time determine. 
Section 2.2.    Annual Meeting. A meeting of the shareholders for the election of directors and the transaction of such other business as may properly be brought before the meeting shall be held once each calendar year on the first Monday in April if not a holiday or on such other date as the Board shall determine. If the annual meeting is not called and held within six months after the designated time for such meeting, any shareholder may call the meeting at any time after the expiration of such six-month period. 
-2- 

Section 2.3.   Written Ballot. Unless required by a vote of the shareholders before the voting begins, elections of directors need not be by written ballot. 
Section 2.4.    Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called at any time by the President of the Corporation, by shareholders entitled to cast at least twenty percent (20%) of the votes that all shareholders are entitled to cast, or by the Board, upon written request delivered to the Secretary of the Corporation. Any request for a special meeting of shareholders shall state the purpose or purposes of the proposed meeting. Upon receipt of any such request, it shall be the duty of the Secretary of the Corporation to give notice, in a manner consistent with Section 2.7 of these Bylaws, of a special meeting of the shareholders to be held at such time as the Secretary of the Corporation may fix, which time may n ot be, if the meeting is called pursuant to a statutory right, more than sixty (60) days after receipt of the request. If the Secretary of the Corporation shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so. 
Section 2.5.   Scope of Special Meetings. Business transacted at any special meeting shall be confined to the business stated in the notice. 
Section 2.6.   Record Date. The Board may fix a time, prior to the date of any meeting of the shareholders, as a record date for the determination of the shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall not be more than ninety (90) days prior to the date of the meeting. Only the shareholders of record at the close of business on the date so fixed shall be entitled to notice of, or to vote at, such meeting, notwithstanding any transfer of securities on the books of the Corporation after any record date so fixed. The Board may similarly fix a record date for the determination of shareholders for any other purpose. When a determination of shareholders of record has been made as herein provided for purposes of a meeting, the determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting. 
-3- 

Section 2.7.    Notice. Written notice of every meeting of the shareholders, stating the place, the date and hour thereof and, in the case of a special meeting of the shareholders, the general nature of the business to be transacted thereat, shall be given at least ten (10) days prior to the day named for the meeting to each shareholder entitled to vote thereat on the date fixed as a record date in accordance with Section 2.6 of these Bylaws or, if no record date be fixed, then of record at the close of business on the tenth (10th) day preceding the day on which notice is given. Notice shall be given in a manner provided in Section 11.4 of these Bylaws. Any notice of any meeting of shareholders may state tha t, for purposes of any meeting that has been previously adjourned for one or more periods aggregating at least fifteen (15) days because of an absence of a quorum, the shareholders entitled to vote who attend such a meeting, although less than a quorum pursuant to Section 2.8 of these Bylaws, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the original notice of the meeting that was so adjourned. 
Section 2.8.    Quorum. The shareholders present in person or by proxy, entitled to cast at least a majority of the votes that all shareholders are entitled to cast on any particular matter to be acted upon at the meeting, shall constitute a quorum for the purposes of consideration of, and action on, such matter. The shareholders present in person or by proxy at a duly organized meeting can continue to do business until the adjournment thereof notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, the shareholders present in person or by proxy may, subject to the provisions of Section 2.9 of these Bylaws, adjourn the meeting to such time and place as they may determine. Those shareholders entitled to vote present in person or by proxy, although less than a quorum pursuant to Section 2.8 of these Bylaws, shall nevertheless constitute a quorum for the purpose of (a) electing directors at a meeting called for the election of directors that has been previously adjourned for lack of a quorum, and (b) acting, at a meeting that has been adjourned for one or more periods aggregating fifteen (15) days because of an absence of a quorum, upon any matter set forth in the original notice of such adjourned meeting, provided that such original notice shall have complied with the last sentence of Section 2.7 of these Bylaws. 
-4- 

Section 2.9.    Adjournment. Any meeting of the shareholders, including one at which directors are to be elected, may be adjourned for such periods as the shareholders present in person or by proxy and entitled to vote thereat shall direct. Other than as provided in Section 2.7 of these Bylaws, notice of the adjourned meeting or the business to be transacted thereat need not be given, other than announcement at the meeting at which adjournment is taken, unless the Board fixes a new record date for the adjourned meeting. At any adjourned meeting at which a quorum is present in accordance with Section 2.8 of these Bylaws, any business may be transacted that might have been transacted at the meeting as originally noticed. 
Section 2.10.    Majority Voting. Any matter brought before a duly organized meeting for a vote of the shareholders including, without limitation, the amendment of any bylaw, shall be decided by a majority of the votes cast at such meeting by the shareholders present in person or by proxy and entitled to vote thereon, unless the matter is one for which a different vote is required by express provision of the applicable law, the Articles or a bylaw adopted by the shareholders, in any of which case(s) such express provision shall govern and control the decision on such matter. 
-5- 

Section 2.11.    Voting Rights. Except as otherwise provided in the Articles, at every meeting of the shareholders, every shareholder entitled to vote shall have the right to one vote for each share having voting power standing in his or her name on the books of the Corporation. Shares of the Corporation owned by it, directly or indirectly, and controlled by the Board, directly or indirectly, shall not be voted. 
Section 2.12.    Proxies. Every shareholder entitled to vote at a meeting of the shareholders or to express consent or dissent to corporate action in writing may authorize another person to act for him or her by proxy. The presence of, or vote or other action at a meeting of shareholders, or the expression of consent or dissent to corporate action in writing, by a proxy of a shareholder, shall constitute the presence of, or vote or action by, or written consent or dissent of the shareholder. Every proxy shall be executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact and filed with the Secretary of the Corporation. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until written notice of revocation has been given to the Secretary of the Corporation. No unrevoked proxy shall be valid after three (3) years from the date of its execution, unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation. 
Section 2.13.    Voting Lists. The officer or agent having charge of the transfer books for securities of the Corporation shall make a complete list of the shareholders entitled to vote at a meeting of the shareholders, arranged in alphabetical order, with the address of and the number of shares held by each shareholder, which list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.
-6- 

Section 2.14.    Judges of Election. In advance of any meeting of the shareholders, the Board may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of any such meeting may, and on the request of any shareholder shall, appoint judges of election at the meeting. The number of judges shall be one (1) or three (3), as determined by the Board to be appropriate under the circumstances. No person who is a candidate for office to be filled at the meeting shall act as a judge at the meeting. The judges of election shall do all such acts as may be proper to conduct the election or vote with fair ness to all shareholders, and shall make a written report of any matter determined by them and execute a certificate of any fact found by them, if requested by the presiding officer of the meeting or any shareholder or the proxy of any shareholder. If there are three (3) judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all. 
Section 2.15.    Participation by Conference Call. The right of any shareholder to participate in any shareholders’ meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting may hear each other, in which event all shareholders so participating shall be deemed present at such meeting, shall be granted solely in the discretion of the Board. 
-7- 

ARTICLE III 
SHAREHOLDER ACTION BY WRITTEN CONSENT 
Section 3.1.    Written Consent in Lieu of Meeting. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. An action taken pursuant to this Section may become effective immediately upon its authorization, but prompt notice of the action shall be given to each shareholder entitled to vote thereon who has not consented thereto. The consents shall be filed with the Secretary of the Corporation. 
Section 3.2.    Record Date - Consents. Except as otherwise provided in Section 2.6 of these Bylaws, the record date for determining shareholders entitled to (a) express consent or dissent to action in writing without a meeting, when prior action by the Board is not necessary, (b) call a special meeting of the shareholders or (c) propose an amendment of the Articles, shall be at the close of business on the day on which the first written consent or dissent, request for a special meeting or petition proposing an amendment of the Articles is filed with the Secretary of the Corporation. If prior action by the Board is necessary, the record date for determining such shareholders shall be at the close of business on the day on which the Board adopts the resolution relating to such action. 
ARTICLE IV
DIRECTORS 
Section 4.1.    Number and Qualifications. The Board shall consist of no less than one and no more than five directors except as provided in Section 4.4 of these Bylaws in the case of vacancies, directors, other than those constituting the first board of directors, shall be elected by the shareholders. Directors shall be natural persons of full age and need not be residents of the Commonwealth of Pennsylvania or shareholders of the Corporation.
-8- 

Section 4.2.     Term. Each director shall be elected to serve a term of one (1) year and until a successor is elected and qualified or until the director’s earlier death, resignation or removal. 
Section 4.3.    Nominations of Directors. Nominees for election to the Board shall be selected by the Board or a committee of the Board to which the Board has delegated the authority to make such selections pursuant to Section 4.12 of these Bylaws. The Board or such committee, as the case may be, may consider written recommendations from shareholders for nominees for election to the Board provided any such recommendation, together with (a) a written description of the proposed nominee’s qualifications and other relevant biographical information, (b) a description of any arrangements or understandings among the recommending shareholder and each nominee and any other person with respect to such nomination , and (c) the consent of each nominee to serve as a director of the Corporation if so elected, is received by the Secretary of the Corporation not later than the tenth (10th) day after the giving of notice of the meeting at which directors are to be elected. Only persons duly nominated for election to the Board in accordance with this Section 4.3 shall be eligible for election to the Board. 
Section 4.4.    Vacancies. Vacancies in the Board, including vacancies resulting from an increase in the number of directors, shall be filled by a majority vote of the remaining members of the Board, even though less than a quorum, or by a sole remaining director, and each person so elected shall serve as a director for the balance of the unexpired term. If one or more directors resign from the Board effective at a future date, the directors then in office, including those who have resigned, shall have the power to fill the vacancies by a majority vote, the vote thereon to take effect when the resignations become effective. 
-9- 

Section 4.5.    Removal. The entire Board or any one or more directors may be removed from office without assigning any cause by the vote of the shareholders. 
Section 4.6.    Powers. The business and affairs of the Corporation shall be managed under the direction of its Board, which may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles or these Bylaws directed or required to be exercised and done by the shareholders. 
Section 4.7.    Place of Board Meetings. Meetings of the Board may be held at such place within or without the Commonwealth of Pennsylvania as the Board may from time to time appoint or as may be designated in the notice of the meeting. 
Section 4.8.    First Meeting of Newly Elected Board. The first meeting of each newly elected Board may be held at the same place and immediately after the meeting at which such directors were elected, and no notice shall be required other than announcement at such meeting. If such first meeting of the newly elected Board is not so held, notice of such meeting shall be given in the same manner as set forth in Section 4.9 of these Bylaws with respect to notice of regular meetings of the Board. 
Section 4.9.    Regular Board Meetings; Notice. Regular meetings of the Board may be held at such times and places as shall be determined from time to time by resolution of at least a majority of the whole Board at a duly convened meeting, or by unanimous written consent. Notice of each regular meeting of the Board shall specify the date, place and hour of the meeting and shall be given to each director at least five (5) business days prior to the meeting date. Notice shall be given in a manner provided in Section 11.4 of these Bylaws. 
-10- 

Section 4.10.    Special Board Meetings; Notice. Special meetings of the Board may be called by the President of the Corporation on notice to each director, specifying the purpose, date, place and hour of the meeting and given within the same time and in the same manner provided for notice of regular meetings in Section 4.9 of these Bylaws. Special meetings shall be called by the Secretary of the Corporation in like manner and on like notice on the written request of two directors. 
Section 4.11.    Quorum of the Board. At all meetings of the Board, the presence of a majority of the directors in office shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the Board. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting. It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such adjournment is taken. 
-11- 

Section 4.12.    Committees of Directors. The Board may, by resolution adopted by a majority of the directors in office, establish one or more committees, each committee to consist of one or more of the directors, and may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee or for the purposes of any written action by the committee. Any such committee, to the extent provided in such resolution of the Board or in these Bylaws, shall have and may exercise all of the powers and authority of the Board; provided, however, that no such committee shall have any power or authority to (a) submit to the shareholders any action requiring approval of the shareholders under the applicable law, (b) create or fill vacancies on the Board, (c) amend or repeal these Bylaws or adopt new bylaws, (d) amend or repeal any resolution of the Board that by its terms is amendable or repealable only by the Board, (e) act on any matter committed by these Bylaws or by resolution of the Board to another committee of the Board, (f) amend the Articles or adopt a resolution proposing an amendment to the Articles, or (g) adopt a plan or an agreement of merger or consolidation, share exchange, asset sale or division. In the absence or disqualification of a member or alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not a quorum is present, may unanimously appoint another director to act at the meeting in the place of any absent or disqualified member. Minutes of all meetings of any committee of the Board shall be kept by the person designated by such committee to keep such minutes. Copies of such minutes and any writing setting forth an action taken by written consent without a meeting shall be distributed to each member of the Board promptly after such meeting is held or such action is taken. Each committee of the Board shall serve at the pleasure of the Board. 
Section 4.13.    Participation in Board Meetings by Telephone. One or more directors may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. All directors so participating shall be deemed present at the meeting. 
Section 4.14.    Action by Consent of Directors. Any action required or permitted to be taken at a meeting of the Board or of a committee of the Board may be taken without a meeting if, prior or subsequent to the action, a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office or the members of the committee, as the case may be, and filed with the Secretary of the Corporation. 
-12- 

Section 4.15.    Compensation of Directors. The Board may, by resolution, fix the compensation of directors for their services as directors. A director may also serve the Corporation in any other capacity and receive compensation therefor. 
Section 4.16.    Directors’ Liability. No person who is or was a director of the Corporation shall be personally liable for monetary damages for any action taken, or any failure to take any action, except to the extent that the foregoing limitation of liability is expressly prohibited by applicable statutory law or is imposed pursuant to a criminal statute or constitutes self-dealing, willful misconduct or recklessness. 
ARTICLE V
OFFICERS 
Section 5.1.    Principal Officers. The officers of the Corporation shall be chosen by the Board, and shall include a President, Chief Executive Officer, Chairman of the Board, a Secretary and a Treasurer (collectively, the “Principal Officers”). One or more Executive Vice Presidents or Vice Presidents also may be appointed by the Board. The Principal Officers shall be natural persons of full age. Any number of offices may be held by the same person. 
Section 5.2.    Electing Principal Officers. The Board, immediately after each annual meeting of the shareholders, shall elect the Principal Officers of the Corporation, none of whom need be members of the Board. 
Section 5.3.    Other Officers. The Corporation may have such other officers, assistant officers, agents and employees as the Board may deem necessary, each of whom shall hold office for such period, have such authority and perform such duties as the Board may from time to time determine. The Board may delegate to any Principal Officer the power to appoint or remove, and set the compensation of, any such other officers and any such agents or employees. 
-13- 

Section 5.4.    Compensation. Except as provided in Section 5.3 of these Bylaws, the salaries of all officers of the Corporation shall be fixed by the Board. 
Section 5.5.    Term of Office; Removal. Each officer of the Corporation shall hold office until his or her successor has been chosen and qualified or until his or her earlier death, resignation or removal. Vacancies of any office shall be filled by the Board. Any officer or agent may be removed by the Board with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of an officer or agent shall not of itself create any contract rights. 
Section 5.6.    Chairman of the Board. The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors and of the stock-holders, and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors. 
Section 5.7.    The President. The President shall be the chief executive officer of the Corporation; he or she shall preside at all meetings of the shareholders and directors, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. 
Section 5.8.    The Executive Vice-Presidents. The Executive Vice-President or Vice-Presidents, in the order designated by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board may prescribe or the President may delegate to them. 
Section 5.9.    The Secretary. The Secretary shall attend all sessions of the Board and all meetings of the shareholders and record all the votes of the Corporation and the minutes of all the transactions in a book to be kept for that purpose, and shall perform like duties for the committees of the Board when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall be. The Secretary shall keep in safe custody the corporate seal, if any, of the Corporation. 
-14- 

Section 5.10.    The Treasurer. 
(a)    The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the Board. 
(b)    The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer. 
Section 5.11.    Bonds. If required by the Board, any officer shall give the Corporation a bond in such sum, and with such surety or sureties as may be satisfactory to the Board, for the faithful discharge of the duties of his or her office and for the restoration to the Corporation, in the case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. 
ARTICLE VI 
CERTIFICATES FOR SHARES 
Section 6.1.    Share Certificates. The certificates representing shares of the Corporation shall be numbered and registered in a share register as they are issued. The share register shall exhibit the names and addresses of all registered holders and the number and class of shares and the series, if any, held by each. The Certificate shall state that the Corporation is incorporated under the laws of the Commonwealth of Pennsylvania, the name of the registered holder and the number and class of shares and the series, if any, represented thereby. 
-15- 

Section 6.2.    Execution of Certificates. Every share certificate shall be executed, by facsimile or otherwise, by or on behalf of the Corporation, by the President, by any Vice-President, or by the Secretary. In case any officer who has signed or whose facsimile signature has been placed upon any share certificate shall have ceased to be such officer, because of death, resignation or otherwise, before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer had not ceased to be such at the time of issue. 
ARTICLE VII
TRANSFER OF SHARES 
Section 7.1.     Transfer; Duty of Inquiry. Upon presentment to the Corporation or its transfer agent of a share certificate indorsed by the appropriate person or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto and the old certificate cancelled and the transfer registered upon the books of the Corporation, unless the Corporation or its transfer agent has a duty to inquire as to adverse claims with respect to such transfer which has not been discharged. The Corporation shall have no duty to inquire into adverse claims with respect to transfers of its securities or the rightfulness thereof unless (a) the Corporation has received written notification of an adverse claim at a time and in a manner which affords the Corporation a reasonable opportunity to act on it before the issuance of a new, reissued or re-registered share certificate and the notification identifies the claimant, the registered owner and the issue of which the share or shares are a part and provides an address for communications directed to the claimant; or (b) the Corporation has required and obtained, with respect to a fiduciary, a copy of a will, trust, indenture, articles of co-partnership, bylaws or other controlling instruments, for a purpose other than to obtain appropriate evidence of the appointment or incumbency of the fiduciary, and such documents indicate, upon reasonable inspection, the existence of an adverse claim.
-16- 

Section 7.2.     Discharging Duty of Inquiry. The Corporation may discharge any duty of inquiry by any reasonable means, including notifying an adverse claimant by registered or certified mail at the address furnished by the claimant or, if there is no such address, at the claimant’s residence or regular place of business, that the security has been presented for registration of transfer by a named person, and that the transfer will be registered unless within thirty (30) days from the date of mailing the notification, either (a) an appropriate restraining order, injunction or other process issues from a court of competent jurisdiction or (b) an indemnity bond, sufficient in the Corporation’s judgment to protect the Corporation and any transfer agent, registrar or other agent of the Corporation involved from any loss which it or they may suffer by complying with the adverse claim, is filed with the Corporation.
ARTICLE VIII 
REGISTERED SHAREHOLDERS 
Section 8.1.     Before due presentment for transfer of any shares, the Corporation shall treat the registered owner thereof as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner, and shall not be bound to recognize any equitable or other claim or interest in such securities, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the Commonwealth of Pennsylvania. 
ARTICLE IX
LOST CERTIFICATES 
Section 9.1.     If the owner of a share certificate claims that it has been lost, destroyed, or wrongfully taken, the Corporation shall issue a new certificate in place of the original certificate if the owner so requests before the Corporation has notice that the certificate has been acquired by a bona fide purchaser, and if the owner has filed with the Corporation an indemnity bond and an affidavit of the facts satisfactory to the Board, and has complied with such other reasonable requirements, if any, as the Board may deem appropriate. 
-17- 

ARTICLE X
DISTRIBUTIONS 
Section 10.1.     Distributions. Distributions upon the shares of the Corporation, whether by dividend, purchase or redemption or other acquisition of its shares subject to any provisions of the Articles related thereto, may be authorized by the Board at any regular or special meeting of the Board and may be paid directly or indirectly in cash, in property or by the incurrence of indebtedness by the Corporation. 
Section 10.2.     Reserves. Before the making of any distributions, there may be set aside out of any funds of the Corporation available for distributions such sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board shall deem conducive to the interests of the Corporation, and the Board may abolish any such reserve in the manner in which it was created. 
Section 10.3.     Stock Dividends/Splits. Stock dividends or splits upon the shares of the Corporation, subject to any provisions of the Articles related thereto, may be authorized by the Board at any regular or special meeting of the Board. 
ARTICLE XI
GENERAL PROVISIONS 
Section 11.1.     Checks and Notes. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board may from time to time designate. 
-18- 

Section 11.2.     Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board. 
Section 11.3.     Seal. The corporate seal, if any, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Pennsylvania.” Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. The affixation of the corporate seal shall not be necessary to the valid execution, assignment or endorsement of any instrument or other document by the Corporation. 
Section 11.4.     Notices. Whenever, under the provisions of the applicable law or of the Articles or of these Bylaws or otherwise, written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class or express mail, postage prepaid, telegram (with messenger service specified), telex, courier service (with charges prepaid) or facsimile transmission, to his or her address, (or to his or her telex, or facsimile number), appearing on the books of the Corporation or, in the case of directors, supplied by the director to the Corporation for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person. A notice given by telex or facsimile transmission shall be deemed to have been given when dispatched. 
Section 11.5.     Waiver of Notice. Whenever any notice is required to be given by applicable law or by the Articles or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted nor the purpose of a meeting need be specified in the waiver of notice of the meeting. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting, except where any person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened, and the person so objects at the beginning of the meeting. 
-19- 

ARTICLE XII
AMENDMENTS 
Section 12.1.     Amendments. These Bylaws may be amended or repealed and/or new bylaws adopted by a majority vote of the shareholders entitled to vote thereon at any regular or special meeting duly convened or, except for a bylaw on a subject expressly committed to the shareholders by applicable law, by a majority vote of the members of the Board at any regular or special meeting duly convened, subject always to the power of the shareholders to change such action by the directors; however, whenever the Bylaws require for the taking of any action by the shareholders a specific number or percentage of votes, the provision of the Bylaws setting forth that requirement shall not be amended or repealed by any lesser number or percentage of votes of the shareholders. In the case of a meeting of shareholders, written notice shall be given to each shareholder that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment or repeal of the Bylaws. There shall be included in, or enclosed with the notice, a copy of the proposed amendment or a summary of the changes to be effected thereby. Any change in the Bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change.
-20- 

ARTICLE XIII
INDEMNIFICATION 
Section 13.1.     Officers and Directors - Direct Actions. The Corporation shall indemnify any director or officer of the Corporation (as used in this Article XIII, the phrase “director or officer of the Corporation” shall mean any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise), any person who was or is a party (other than a party plaintiff suing on his or her own behalf), or who is threatened to be made such a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation, against expenses (including fees for legal counsel), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she met the standard of conduct of (a) acting in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and (b) with respect to any criminal proceeding, having no reasonable cause to believe his or her conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person (a) did not act in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and (b) with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful. 
-21- 

Section 13.2.     Officers and Directors - Derivative Actions. The Corporation shall indemnify any director or officer of the Corporation who was or is a party (other than a party suing in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in the Corporation’s favor by reason of the fact that he or she is or was a director or officer of the Corporation, against expenses (including fees for legal counsel) actually and reasonably incurred by him or her in connection with the defense or settlement of the action, suit or pr oceeding if he or she met the standard of conduct of acting in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation. Indemnification shall not be made under this Section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation unless and only to the extent that the Court of Common Pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in which the action, suit or proceeding was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses that the Court of Common Pleas or other court deems proper. 
Section 13.3.     Employees and Agents. The Corporation may, to the extent permitted by applicable law, indemnify any employee or agent of the Corporation (as used in this Article XIII, the phrase “employee or agent of the Corporation” shall mean any person who is or was an employee or agent of the Corporation, other than an officer, or is or was serving at the request of the Corporation as an employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise) who was or is a party, or who is threatened to be made such a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, against expenses (including fees for legal counsel), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding by reason of the fact that he or she is or was an employee or agent of the Corporation, provided he or she has met the standard of conduct set forth in Sections 13.1 and 13.2, subject to the limitations set forth in Section 13.2 in the case of an action, suit or proceeding by or in the right of the Corporation to procure a judgment in the Corporation’s favor. 
-22- 

Section 13.4.     Mandatory Indemnification. To the extent that a director or officer of the Corporation or any employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in Sections 13.1, 13.2 or 13.3 of this Article XIII, or in defense of any claim, issue or matter therein, he or she shall be indemnified by the Corporation against expenses (including fees for legal counsel) actually and reasonably incurred by him or her in connection therewith. 
Section 13.5.     Advancing Expenses. Expenses (including fees for legal counsel) incurred by a director or officer of the Corporation or an employee or agent of the Corporation in defending any action or proceeding referred to in this Article XIII may be paid by the Corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article XIII. 
Section 13.6. Procedure. 
(a)    Unless ordered by a court, any indemnification or advancement of expenses under this Article XIII shall be made by the Corporation only as authorized in a specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 13.1, 13.2 or 13.3, as the case may be. 
-23- 

(b)    All determinations under this Section 13.6 shall be made: 
(1)    With respect to indemnification under Section 13.3 and advancement of expenses to an employee or agent of the Corporation, other than an officer, by the Board by a majority vote. 
(2)    With respect to indemnification under Section 13.1 or 13.2 and advancement of expenses to a director or officer of the Corporation, 
(A)   By the Board by a majority vote of a quorum consisting of directors who were not parties to such action or proceeding, or
(B)   If such a quorum is not obtainable, or, if obtainable and if a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or
(C)   By the shareholders.
Section 13.7.     Nonexclusivity of Indemnification.
(a)    The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIII shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to actions in his or her official capacity and as to actions in another capacity while holding that office. The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, whether arising under or pursuant to this Article XIII or otherwise. 
(b)    Indemnification pursuant to Section 13.7(a) hereof shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. 
-24- 

(c)    Indemnification pursuant to Section 13.7(a) under any Bylaw, agreement, vote of shareholders or directors or otherwise, may be granted for any action taken or any failure to take any action and may be made whether or not the Corporation would have the power to indemnify the person under any other provision of law except as provided in this Section 13.7 and whether or not the indemnified liability arises or arose from any threatened or pending or completed action by or in the right of the Corporation. 
Section 13.8.     Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation or an employee or agent of the Corporation, against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against that liability under the provisions of this Article XIII or otherwise. 
Section 13.9.     Past Officers and Directors. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIII shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs and personal representatives of that person. 
Section 13.10.     Surviving or New Corporations. References to “the Corporation” in this Article XIII include all constituent corporations absorbed in a consolidation, merger or division, as well as the surviving or new corporation resulting therefrom, so that any director, officer, employee or agent of the constituent, surviving or new corporation shall stand in the same position under the provisions of this Article XIII with respect to the surviving or new corporation as he or she would if he or she had served the surviving or new corporation in the same capacity. 
-25- 

Section 13.11.     Employee Benefit Plans. 
(a)    References in this Article XIII to “other enterprises” shall include employee benefit plans and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation that imposes duties on, or involves services by, the person with respect to an employee benefit plan, its participants or beneficiaries. 
(b)   Excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be deemed “fines.”
(c)    Action with respect to an employee benefit plan taken or omitted in good faith by a director, officer, employee or agent of the Corporation in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of the plan shall be deemed to be action in a manner that is not opposed to the best interests of the Corporation. 
-26- 

Exhibit 3.99
 	 	 	 	 	
Microfilm Number 9955-620	 	 	Filed with the Department of State on JUL 27 1999	 	
 	 	 	 	 	
Entity Number 2889760	 	 	Kim Pizzingrilli
	 	
 	 	 	Secretary of the Commonwealth	 	
 	
CERTIFICATE OF ORGANIZATION-DOMESTIC LIMITED LIABILITY COMPANY
DSCB:15-8913 (Rev 96)	
 	
     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 partnership is Brandywine Ambassador, 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:	
 	 	 	
 	(a)	14 Campus Blvd., Suite 100, Newtown Square Corporate Campus, PA 19073 Delaware	
 	 		
 	 	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	
 	Jacqueline Y. Eastridge c/o Pepper Hamilton LLP	
 	                                                                                                                  3000 Two Logan Square, 18th and Arch Streets, Phila., PA 19103	
 	 	 	
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: ___________________________________________________	
 	                                                                          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 8½  x 11 sheet.	

     IN TESTIMONY WHEREOF, the organizer(s) has (have) signed this Certificate of Organization this 27th day of July, 1999
/s/ Jacqueline Y. Eastridge	
	
(Signature)	

(Signature)	

(Signature)	

 	
PENNSYLVANIA DEPARTMENT OF STATE	
CORPORATION BUREAU	
			
Certificate of Change of Registered Office
Limited Liability Company	
(15 Pa.C.S. §8906)	
 	 	 	 	 	
Entity Number 
2889760	 	 	 	 	
 	 	 	 	 	
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			
 	HARRISBURG, PA 17108-1181		
	 	 	
City	State	Zip Code	 	 	

 	 	 	
Fee: $52	Filed in the Department of State on Jun 04 2002	 	

 	XXXXXX                                  	 	
 	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:.	
 	Brandywine Ambassador, 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 
14 Campus Blvd., Suite 100, Newtown Square Corporate Campus, PA 19073 Delaware County	
 	 		
 	(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:	
 	 	401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462 Montgomery County	
 	 		
 	 	Number and Street                City                 State                   Zip              County 	
 	 	 	
 	(b)	The registered office of the company shall be provided by:	
 	 	c/o:	
 	 		
 	 	Name of Commercial Registered Office Provider                                    County	

 	 	IN TESTIMONY WHEREOF, the undersigned company has caused this certificate to be signed by a duly authorized member or manager thereof this

31st day of May, 2002. 

Brandywine Ambassador, L.L.C.	
 	 		
 	 	Name of Company	
 	 	 	
 	 	/s/ Brad A. Molotsky	
 	 		
 	 	Signature	
 	 	 	
 	 	Brad A. Molotsky, Secretary	
 	 		
 	 	Title	

Exhibit 3.100
BRANDYWINE AMBASSADOR, L.L.C.
OPERATING AGREEMENT
          THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 19th day of July, 1999 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine Ambassador, L.L.C., a Pennsylvania limited liability company (the “Company”), and the Company.
          1.     Organization. BOP hereby organizes the Company as a limited liability company under the Pennsylvania Limited Liability Company Law of 1994, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Organization to be prepared, executed and filed with the Department of State of the Commonwealth of Pennsylvania 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 Organization with the Department of State of the Commonwealth of Pennsylvania and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Dissolution with the Department 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 its Member(s), in its/their discretion, shall determine.	
 	
          5.     Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman of the Board, Gerard H. Sweeney, President and Chief Executive Officer, Mark S. Kripke, Secretary of the Company, John M. Adderly, Jr., Vice President and Assistant Secretary, Jeffrey F. Rogatz, Vice President and Assistant Secretary, H. Jeffrey DeVuono, Vice President and Assistant Secretary, Brad A. Molotsky, Secretary, George Sowa, Vice President and Assistant Secretary, Barbara Yamarick, Vice President and Assistant Secretary and Mark Hamer, Vice President and Assistant Secretary. While serving in such capacities, Messrs. Nichols, Sweeney, Kripke, Adderly, Rogatz, DeVuono, Molotsky, Sowa, Yamarick and Hamer 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney, Kripke, Adderly, Rogatz, DeVuono, Molotsky, Sowa, Yamarick and Hamer . 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 Messrs. Nichols, Sweeney, Kripke, Adderly, Rogatz, DeVuono, Molotsky, Sowa, Yamarick and Hamer as its agents.	

 	
          6.     Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement.	
 	
          7.     Additional Members. Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Operating Agreement may not be modified or amended except by a written agreement signed by BOP.	
 	
          8.     Governing Law. This Operating 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.	
          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	
 	 		
 	 	President and Chief Executive Officer	
-2-

Exhibit 3.101
COMMONWEALTH VIRGINIA 
STATE CORPORATION COMMISSION 
ARTICLES OF ORGANIZATION OF A 
DOMESTIC LIMITED LIABILITY COMPANY
Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows:
1.	The name of the limited liability company is Brandywine Charlottesville LLC

 	 (The name must contain the words “limited company’’ or ‘‘limited liability company’’ or their abbreviations “L.C.’’, “LC’’, “L.L.C.’’ OR “LLC”)	
 	 	
 2.	A.	The registered agent’s name is     William Redd	
 	 	whose business address is identical with the registered office.	
 	 	 	 	
 	B.	The registered agent is (mark appropriate box)	
 	 	 (1)	an INDIVIDUAL who is a resident of Virginia and	
 	 	 		a member/manager of the limited liability company	
 	 	 		an officer/director of a corporate member/manager of the limited liability company	
 	 	 		a general partner of a general or limited partnership member/manager of the limited liability co.	
 	 	 		a member of the Virginia State Bar	
 	 	 	 	OR 	
 	 	(2)		a professional corporation, a professional limited liability company or a professional registered limited liability partnership of attorneys registered under Virginia Code Section 54.1-3902	
 	 	 	 	 	
 3.	The address of the initial registered office in Virginia is 	
 	330 Arboretum Place, Suite 260	
 	(number/street)	
 	 	
 	Richmond,          VA 23236	
 	(city or town)        (zip)	
 	 	
 	located in the city or county of Chesterfield	
 	 	
4.	The post office address of the principal office where the records will be maintained pursuant to Virginia Code Section 13 1-1028 is 	
 	330 Arboretum Place, Suite 260	
 	(number/street)	
 	 	
 	Richmond,          Virginia     23236	
 	(city or town)      (state)      (zip)	
 	 	
5.	Signature	
 	 	
 	Brad A. Molotsky    	 	 April 20, 2000	
 	        (organizer)                                       (date)	
 	 	
 	Brad A. Molotsky, Secretary	
 	            (printed name)	
 	 	
 	SEE INSTRUCTIONS ON THE REVERSE	

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION 

April 25, 2000 
The State Corporation Commission has found the accompanying articles submitted on behalf of:
Brandywine Charlottesville LLC
to comply with the requirements of law and confirms payment of all required fees.
Therefore, it is ORDERED that this
CERTIFICATE OF ORGANIZATION
be issued and admitted to record with the articles of organization in the Office of the Clerk of the Commission April 25, 2000.
 	 	STATE CORPORATION COMMISSION	 	
 	 	 	 	
 	 	By		 	
 	 	 		 	
 	 	 	Commissioner	 	

Exhibit 3.102 
BRANDYWINE CHARLOTTESVILLE LLC
LIMITED LIABILITY OPERATING AGREEMENT 
THIS LIMITED LIABILITY OPERATING AGREEMENT (this “Agreement”) is entered into as of this 25th day of April, 2000 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine Charlottesville LLC, a Virginia limited liability company (the “Company”), and the Company. 
1.   Organization.   BOP has organized the Company as a limited liability company under the Virginia Limited Liability Company Act and has caused Articles of Organization to be prepared, executed and filed in the office of the Commonwealth of Virginia State Corporation Commission. 
2.   Purpose.   The Company has been 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 Articles of Organization in the office of the Commonwealth of Virginia State Corporation Commission and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Cancellation in the office of the Commonwealth of Virginia State Corporation Commission. 
4.   Management.   The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, Sr., President and Chief Executive Officer, John M. Adderly, Jr., Senior Vice President and Assistant Secretary, Jeffrey F. Rogatz, Senior Vice President and Assistant Secretary, Anthony Rimikis, Senior Vice President and Assistant Secretary, Anthony A. Nichols, Jr., Vice President and Assistant Secretary, H. Jeffrey DeVuono, Vice President and Assistant Secretary, Brad A. Molotsky, Secretary, George Sowa, Vice President and Assistant Secretary, Barbara Yamerick, Vice President and Assistant Secretary and Mark Hamer, Vice President and Assistant Secretary. While serving in such capacities, Messrs. Nichols, Sr., Sweeney, Adderly, Jr., Rogatz, Rimikis, Nichols, Jr., DeVuono, Molotsky, Sowa, Hamer and Ms. Yamerick 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sr., Sweeney, Adderly, Jr., Rogatz, Rimikis, Nichols, Jr., DeVuono, Molotsky, Sowa, Hamer or Ms. Yamerick. 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 Messrs. Nichols, Sr., Sweeney, Adderly, Jr., Rogatz, Rimikis, Nichols, Jr., DeVuono, Molotsky, Sowa, Hamer or Ms. Yamerick as its agents. 

5.   Limitation of Liability.   No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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. 
6.   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. 
7.   Governing Law.   This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without giving effect to the conflicts of law rules in that jurisdiction. 
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 	
 	 		
 	 	President and Chief Executive Officer 	
-2-

Exhibit 3.103 
CERTIFICATE OF FORMATION 
OF 
BRANDYWINE CHRISTINA LLC 
The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that: 
FIRST:         The name of the limited liability company (hereinafter called the “limited liability company”) is BRANDYWINE CHRISTINA LLC. 
SECOND:    The address of the registered office and the name and address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are PHS Corporate Services, Inc., 1201 Market Street, Suite 1600, Wilmington, New Castle County, Delaware 19801. 
Executed on November 29, 2001

 	Maria E. DeCarlo, Authorized Person 	

 	 	

Exhibit 3.104 
BRANDYWINE CHRISTINA LLC
LIMITED LIABILITY COMPANY AGREEMENT
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of this __ of December, 2001 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine Christina LLC, a Delaware limited liability company (the “Company”), and the Company. 
1.   Organization.   BOP has organized the Company as a limited liability company under the Delaware Limited Liability Company Act and has caused a Certificate of Formation to be prepared, executed and filed in the office of the Secretary of State of the State of Delaware. 
2.   Purpose.   The Company has been 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 in the office of the Secretary of State of the State of Delaware and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Cancellation in the office of the Secretary of State of the State of Delaware. 
4.   Management.   The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, Sr., President and Chief Executive Officer, Anthony A. Nichols, Jr., Vice President and Assistant Secretary, H. Jeffrey DeVuono, Vice President and Assistant Secretary, George Sowa, Vice President and Assistant Secretary, Brad A. Molotsky, Secretary of the Company and Barbara Yamarick, Vice President and Assistant Secretary. While serving in such capacities, Messrs. Nichols, Sweeney, Nichols, DeVuono, Sowa, Molotsky and Ms. Yamarick 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney, Nichols, DeVuono, Sowa, Molotsky and Ms. Yamarick. 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 Messrs. Nichols, Sweeney, Nichols, DeVuono, Sowa, Molotsky and Ms. Yamarick as its agents. 
5.   Limitation of Liability.   No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement.

6.   Additional Members.   Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Limited Liability Company Agreement may not be modified or amended except by a written agreement signed by BOP. 
7.   Governing Law.   This Limited Liability Company 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. 
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 	
 	 	 	
-2- 

Exhibit 3.105 
 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	

 	Entity Number	 	Certificate of Organization
Domestic Limited Liability Company 
(15 Pa.C.S. § 8913)	 	 	 	

 	 	 	 	 	 	 	 	

Name	
Kimberly K. Perez
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	 	 	 	
 	 	Harrisburg	 	PA	17108-1181	 	 	 	
 		 	 	 	
 	 	City	 	State	Zip Code	 	 	 	

 	 	 	 	 	
Fee: $100	 	 	Filed in the Department of State on ________________________________	 	

 	 	 	 	 	
 	 	 		 	
 	 	 	Secretary of the Commonwealth	 	
 	 	 	 	 	
In compliance with the requirements of the 15 Pa.C.S. § 8913 (relating to certificate of organization) the undersigned desiring to organize a limited company, hereby certifies that:
 	 	 	 	 	
 	1.	The name of the limited liability company (designator is required, i.e., “company”, “limited” or “limited liability company” or abbreviation):
Brandywine Cira, LLC	 	 	

 	 	 	
 	 	 	
 	2.	The (a) address of the 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:	
 	 	 	
 	 	(a) Number and street                  City             State  Zip      County	
 	401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462 Montgomery
	
 	 	(b) Name of Commercial Registered Office Provider                   County	
 	c o: __________________________________________________________________________________________________________________________________	

 	 	 	
 	3.	The name and address, including street and number, if any, of each organizer is (all organizers must sign on page 2):	
 	 	 	 	
 	 	Name                                                                  Address	 	
 	 	 	 	
 	Maria E. DeCarlo, c/o Pepper Hamilton LLP, 3000 Two Logan Square, Eighteenth and Arch Streets, Philadelphia, PA 19103

 	 	 	 	

 	 	 	
 	 	 	
 	4.	Strike out if inapplicable term	
 	 	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: ________________________.
The specified effective date, if any is: month   date   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

19th day of June, 2003.

 	 	 		 	
 	 	 	Signature

 
	 	
 	 	 	Signature

 
	 	
 	 	 	Signature	 	

Department of State
Corporation Bureau
P.O. Box 8722
Harrisburg, PA 17105-8722
(717) 787-1057
web site: www.dos.state.pa.us/corp.htm
Instructions for Completion of Form:
A.	Typewritten is preferred. If not, the form shall be completed in black or blue-black ink in order to permit reproduction. The filing fee for this form is $100 made payable to the Department of State.	
 	 	
B.	Under 15 Pa.C.S. § 135(c) (relating to addresses) an actual street or rural route box number must be used as an address, and the Department of State is required to refuse to receive or file any document that sets forth only a post office box address.	
 	 	
C.	The following, in addition to the filing fee, shall accompany this form:	
 	 	
 	(1)	One copy of a completed form DSCB:15-134A (Docketing Statement).	
 	 	 	
 	(2)	Any necessary copies of form DSCB:17.2.3 (Consent to Appropriation of Use of Similar Name).	
 	 	 	
 	(3)	Any necessary governmental approvals.	
 	 	 	
D.	This form and all accompanying documents shall be mailed to the address stated above.	
 	 	
E.	To receive confirmation of the file date prior to receiving the microfilmed original, send either a self-addressed, stamped postcard with the filing information noted or a self-addressed, stamped envelope with a copy of the filing document.	

Exhibit 3.106 
BRANDYWINE CIRA, LLC 
FIRST AMENDED AND RESTATED 
OPERATING AGREEMENT 
THIS FIRST AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) is entered into as of the ____ day of June, 2004 and amends and restates in its entirety the Operating Agreement dated as of the 19th day of June, 2003, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), the only admitted Member of Brandywine Cira, LLC, a Pennsylvania limited liability company (the “Company”), and the Company. 
1.   Organization. BOP hereby organizes the Company as a limited liability company under the Pennsylvania Limited Liability Company Law of 1994, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Organization to be prepared, executed and filed with the Department of State of the Commonwealth of Pennsylvania 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 Organization with the Department of State of the Commonwealth of Pennsylvania and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Dissolution with the Department 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 its Member(s), in its/their discretion, shall determine. 
5.   Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents: Gerard H. Sweeney, President and Chief Executive Officer, H. Jeffrey DeVuono, Senior Vice President and Assistant Secretary, Christopher P. Marr, Senior Vice President and Chief Financial Officer, Anthony A. Nichols, Jr., Senior Vice President and Assistant Secretary, Anthony S. Rimikis, Senior Vice President and Assistant Secretary, David Ryder, Senior Vice President and Assistant Secretary, George Sowa, Senior Vice President and Assistant Secretary, Brad A. Molotsky, Senior vice President, General Counsel and Secretary, George Johnstone, Vice President and Assistant Secretary, Joseph McCawley, Vice President and Assistant Secretary, William Redd, Vice President and Assistant Secretary, Phil Schenkel, Vice President and Assistant Secretary, Leon Shadowen, Vice President and Assistant Secretary, Jean Sitler, Vice President and Assistant Secretary, Suzanne Stumpf, Senior Vice President and Assistant Secretary, and Jeff Weinstein, Vice President and Assistant Secretary. While serving in such capacities, Messrs. Sweeney, DeVuono, Marr, Nichols, Jr., Rimikis, Ryder, Sowa, Molotsky, Johnstone, McCawley, Redd, Schenkel, Shadowen and Weinstein and Ms. Sitler and Ms. Stumpf shall have 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as the Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member(s) status, rights or interests upon Messrs. Sweeney, DeVuono, Marr, Nichols, Jr., Rimikis, Ryder, Sowa, Molotsky, Johnstone, McCawley, Redd, Schenkel, Shadowen and Weinstein or upon Ms. Sitler or Ms. Stumpf. 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 the foregoing individuals as its agents. 

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 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. 
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. 
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 Partners 	

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

 	BRANDYWINE CIRA, LLC 	
 	 	 	 	 	 	
 	By:	   /s/ Gerard H. Sweeney                         	
 	 	 	Name:	 	Gerard H. Sweeney 	
 	 	 	Title: 	 	President and Chief Executive Officer	
-2-

Exhibit 3.107
CERTIFICATE OF FORMATION 
OF 
A Limited Liability Company 
FIRST:	The name of the limited liability company is: Brandywine Dabney, L.L.C.	

SECOND:	Its registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and its registered agent at such address is CORPORATION SERVICE COMPANY.	
 	 	
IN WITNESS WHEREOF, the undersigned, being the individual forming the Company, has executed, signed and acknowledged this Certificate of Formation this 16th day of September, 1998. 
/s/ Jacqueline Y. Eastridge	 	
Jacqueline Y. Eastridge	 	
Authorized Person	 	
 
 	STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:20 PM 09/16/1998
981359970 - 2945179	

 
	STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:25 PM 03/06/2000
001111727 - 2945179	
 
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF FORMATION OF
BRANDYWINE DABNEY, L.L.C.
          This Certificate of Amendment to Certificate of Formation of Brandywine Dabney, L.L.C. (the "Company") has been duly executed and is being filed by the undersigned authorized person pursuant to 6 Del C. §18-202	
 	 	 	
 	1.	The Certificate of Formation of the Company is hereby amended by deleting Section Second thereof in its entirety, and by substituting in lieu thereof a new Section Second:	
 	 	 	
 	 	"Second:    The address of the registered office of Brandywine Dabney, L.L.C. in the State of Delaware, County of New Castle is c/o PHS Corporate Services, Inc., 1201 Market Street, Suite 1600, Wilmington, Delaware 19801."	
          IN WTTNESS WHEREOF, the undersigned authorized person has duly executed this Certificate of Amendment to Certificate of Formation as of February 29, 2000.
 	 	 	/s/ Jacqueline Y. Eastridge	 	
 	 	 	Jacqueline Y. Eastridge, Authorized Person	 	

Exhibit 3.108
BRANDYWINE DABNEY, L.L.C.
LIMITED LIABILITY COMPANY AGREEMENT
          THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of this 22nd day of September, 1998 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine Dabney, L.L.C., a Delaware limited liability company (the “Company”), and the Company.
          1.     Organization. BOP has organized the Company as a limited liability company under the Delaware Limited Liability Company Act and has caused a Certificate of Formation to be prepared, executed and filed in the office of the Secretary of State of the State of Delaware.	
 	
          2.     Purpose. The Company has been 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 in the office of the Secretary of State of the State of Delaware and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Cancellation in the office of the Secretary of State of the State of Delaware.	
 	
          4.     Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, President and Chief Executive Officer, Mark S. Kripke, Chief Financial Officer, and Brad A. Molotsky, Secretary. While serving in such capacities, Messrs. Nichols, Sweeney, Kripke and Molotsky 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney, Kripke and Molotsky. 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 Messrs. Nichols, Sweeney, Kripke and Molotsky as its agents.	
 	
          5.     Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement.	

 	
          6.     Additional Members. Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Limited Liability Company Agreement may not be modified or amended except by a written agreement signed by BOP.	
 	
          7.     Governing Law. This Limited Liability Company 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.	
          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	
 	 		
 	 	President and Chief Executive Officer	

      
-2-

Exhibit 3.109 
Microfilm Number_________	 	 	Filed with the Department of State on NOV 19 1997	 	
 	 	 	 	 	
Entity Number 2785616	 	 	XXXXXX
	 	
 	 	 	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 partnership is: Brandywine Dominion, 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:	
 	 	
 	(a)	16 Campus Blvd., Suite 150, Newtown Square Corporate Campus, 	PA	19073	Delaware	
 	 		
 	 	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 business address, including street and number, if any, of organizer are:	

 	NAME 	ADDRESS	
 	 	 	
 	Jacqueline Y. Eastridge, c/o Pepper, Hamilton & Scheetz LLP	3000 Two Logan Square, 18th and Arch Sts. Philadelphia PA 19103-2799	

6.	The specified effective date, if any is:	N/A	
 	 		
 	 	month	day	year	hour, if any	
 	 	
8.	For additional provisions of the certificate, if any, attach an 8 1/2 x 11 sheet.	

DSCB:15-8913 (Rev 95)-2
IN TESTIMONY WHEREOF, the organizer(s) has (have) signed this Certificate of Organization this 17th day of November, 1997. 
/s/ Jacqueline Y. Eastridge	 	 	
	 	 	
(Signature)	 	 	
Jacqueline Y. Eastridge	 	 	
 	 	 	
XXXXXX	 	 	
	 	 	
(Signature)	 	 	
 	 	 	
XXXXXX	 	 	
	 	 	
(Signature)	 	 	

  
 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	

 	Entity Number
2785616	 	Certificate of Change of Registered Office
Limited Liability Company
(15 Pa. C. S. § 8906)	 	

 	 	 	 	 	 	 	 	 	
 	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	HARRISBURG, PA 17108-1181	 	 	 	

 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on JUN 04 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	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:
Brandywine Dominion 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	
 	 	14 Campus Boulevard, Suite 100, Newtown Square, 	PA 	19073	Delaware County	
 		
 	 	(b)  Name of Commercial Registered Office Provider	 	County	 	
 	co:	 	 	 	 	 	

 	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:	
 	401 Plymouth Road, Suite 500,	Plymouth Meeting,	PA	19462	Montgomery County	
	
 	 	Number and street	City	State	Zip	County	
 	 	 	 	 	 	 	
 	 	(b)   The registered office of the company shall be provided by:	 	 	 	
 	co:	 	 	 	
	
 	 	      Name of Commercial Registered Office Provider	 	 	County	

 	 	 	 	 	
 	 	 	 	 	
 	 	 	IN TESTIMONY WHEREOF, the undersigned company has caused this certificate to be signed by a duly authorized member or manager thereof this

31st day of May 2002

Brandywine Dominion, L.L.C.
	 	
 	 	 	Name of Company

Brad A. Molotsky
	 	
 	 	 	Signature	 	
 	 	 	Brad A. Molotsky, Secretary	 	
 	 	 		 	
 	 	 	Title	 	

Exhibit 3.110 
BRANDYWINE DOMINION, L.L.C. 
OPERATING AGREEMENT 
THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 19th day of November, 1997 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine Dominion, L.L.C., a Pennsylvania limited liability company (the “Company”), and the Company. 
1.   Organization. BOP hereby organizes the Company as a limited liability company under the Pennsylvania Limited Liability Company Law of 1994, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Organization to be prepared, executed and filed with the Department of State of the Commonwealth of Pennsylvania 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 Organization with the Department of State of the Commonwealth of Pennsylvania and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Dissolution with the Department 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 its Member(s), in its/their discretion, shall determine. 
5.   Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman of the Board, Gerard H. Sweeney, President and Chief Executive Officer, and Mark S. Kripke, Secretary of the Company. While serving in such capacities, Messrs. Nichols, Sweeney and Kripke 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney and Kripke. 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 Messrs. Nichols, Sweeney and Kripke as its agents. 
6.   Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement. 

7.   Additional Members. Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Operating Agreement may not be modified or amended except by a written agreement signed by BOP. 
8.   Governing Law. This Operating 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. 
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 	
-2-

Exhibit 3.111
 	 	
Microfilm Number  _________ 	Filed with the Department of State on MAR 09 1998	

Entity Number   2804434 	XXXXXXX	
 		
 	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: Brandywine F.C., 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:	
 	 	
 	(a)	16 Campus Blvd., Suite 150, Newtown Square Corporate Campus, 	 	PA	19073	Delaware	
 	 						
 	 	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	
 	Jacqueline Y. Eastridge c/o Pepper Hamilton LLP    3000 Two Logan Square, 18th and Arch Sts. Philadelphia, PA 19103-2799	

4.	 	
 	 	
5.	 	
 	 	 	 	 	 	 	 	 	 	
6.	The specified effective date, if any is:	 N/A	 	 	 	 	
 	 	 					 	 	 	
 			 month	 day	year	 hour, if any		 	 	
 	 	 	 	 	 	 	 	 	 	
7.	 	
 	 	
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 9th day of March, 1998. 
/s/ Jacqueline Y. Eastridge	 	 	
	 	 	
(Signature)	 	 	
Jacqueline Y. Eastridge	 	 	
 	 	 	
XXXXXXX	 	 	
	 	 	
(Signature)	 	 	
 	 	 	
XXXXXXX	 	 	
	 	 	
(Signature)	 	 	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Change of Registered Office
Limited Liability Company
(15 Pa.C.S. § 8906)	 	
 	Entity Number	 	 	 	 	 	 	
 	2804434	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	
 	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
HARRISBURG,   PA          17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 04 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	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:
Brandywine F.C., 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	
 	 	 	14 Campus Boulevard, Suite 100,       Newtown Square,            PA              19073              Delaware County	

 	 	(b)	Name of Commercial Registered Office Provider                                County 	
 	 	 	co:	

 	 	 	
 	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:	
 	 	 	 	
 	 	 	401 Plymouth Road, Suite 500,          Plymouth Meeting,           PA             19462             Montgomery County	
 	 	 		
 	 	 	Number and street                                            City                       State             Zip                         County	
 	 	 	 	
 	 	(b)	The registered office of the company shall be provided by:	
 	 	 	co:	
 	 	 		
 	 	 	Name of Commercial Registered Office Provider                                County	

 	 	 	 	 	
 	 	 	 	 	
 	 	 	IN TESTIMONY WHEREOF, the undersigned company has caused this certificate to be signed by a duly authorized member or manager thereof this

31st day of May 2002

Brandywine F.C., L.L.C.
	 	
 	 	 	Name of Company

/s/ Brad A. Molotsky
	 	
 	 	 	Signature	 	
			Brad A. Molotsky, Secretary 
		
 	 	 	Title	 	

Exhibit 3.112
BRANDYWINE F.C., L.L.C.
OPERATING AGREEMENT
          THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 9th day of March, 1998 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine F.C., L.L.C., a Pennsylvania limited liability company (the “Company”), and the Company.
          1.     Organization. BOP hereby organizes the Company as a limited liability company under the Pennsylvania Limited Liability Company Law of 1994, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Organization to be prepared, executed and filed with the Department of State of the Commonwealth of Pennsylvania 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 Organization with the Department of State of the Commonwealth of Pennsylvania and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Dissolution with the Department 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 its Member(s), in its/their discretion, shall determine.	
 	
          5.     Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, President and Chief Executive Officer and Mark S. Kripke, Chief Financial Officer and Brad A. Molotsky, Secretary of the Company. While serving in such capacities, Messrs. Nichols, Sweeney and Kripke 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney and Kripke. 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 Messrs. Nichols, Sweeney and Kripke as its agents.	
 	
          6.     Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement.	

 	
          7.     Additional Members. Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Operating Agreement may not be modified or amended except by a written agreement signed by BOP.	
 	
          8.     Governing Law. This Operating 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.	
          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	
 	 		
 	 	President and Chief Executive Officer	
 	 	 	
 -2-

Exhibit 3.113

Microfilm Number_________	 	 	Filed with the Department of State on DEC 29 1997	 	
 	 	 	 	 	
Entity Number 2791834	 	 	XXXXXX
	 	
 	 	 	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 limited organization), the undersigned, desiring to organize a limited liability company, hereby state(s) that:
1.	The name of the limited liability company is: Brandywine I.S., 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:	

 	(a)	16 Campus Blvd., Suite 150, Newtown Square Corporate Campus,	PA 	19073	Delaware	
 	 		
 	 	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	
 	 	Jacqueline Y. Eastridge, c/o Pepper, Hamilton & Scheetz LLP, 3000 Two Logan Square	
 	 		
 	 	 	 	18th and Arch Streets, Philadelphia, PA 19103-2799	

 	 		
 	 	 	 	 	
6.	The specified effective date, if any is: 	Upon filing this Certificate	
 	 		
 	 	month	day	year	hour, if any	
 	 	 	 	 	 	
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 29th day of December, 1997.
/s/ Jacqueline Y. Eastridge	 	
	 	
(Signature)	 	
Jacqueline Y. Eastridge	 	

(Signature)	 	

	 	
(Signature)	 	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	

 	Entity Number
2791834 	 	Certificate of Change of Registered Office
Limited Liability Company 
(15 Pa. C.S. § 8906)	

 	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	 	 	 	
 		 	 	 	
 	 	HARRISBURG,   PA          17108-1181	 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on JUN 04 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	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:	
 	Brandywine I.S., 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	
 	 	14 Campus Boulevard, Suite 100, 	Newtown Square,	PA	19073	Delaware County	
 	 		
 	 	(b) Name of Commercial Registered Office Provider 	 	 	 	County	
 	 	co:	 	 	 	 	

 	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:	
 	 	 	
 	 	401 Plymouth Road, Suite 500,	Plymouth Meeting	PA	19462	Montgomery County	
 	 		
 	 	Number and street	City	State	Zip	County	
 	 	 	
 	 	(b) The registered office of the company shall be provided by:	
 	 	co:	
 	 		
 	 	Name of Commercial Registered Office Provider	 	 	 	County	

 	 	 	 	 	
 	 	 	IN TESTIMONY WHEREOF, the undersigned company has caused this certificate to be signed by a duly authorized member or manager thereof this 
31st day of May, 2002

Brandywine I.S., L.L.C.
	 	
 	 	 	Name of Company

/s/ Brad A. Molotsky
	 	
 	 	 	Signature	 	
 	 	 	
Brad A. Molotsky, Secretary
	 	
 	 	 	Title	 	

Exhibit 3.114
BRANDYWINE I.S., L.L.C.
OPERATING AGREEMENT
          THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 30th day of December, 1997 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine I.S., L.L.C., a Pennsylvania limited liability company (the “Company”), and the Company.
          1.     Organization. BOP hereby organizes the Company as a limited liability company under the Pennsylvania Limited Liability Company Law of 1994, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Organization to be prepared, executed and filed with the Department of State of the Commonwealth of Pennsylvania 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 Organization with the Department of State of the Commonwealth of Pennsylvania and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Dissolution with the Department 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 its Member(s), in its/their discretion, shall determine.	
 	
          5.     Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman of the Board, Gerard H. Sweeney, President and Chief Executive Officer, and Mark S. Kripke, Secretary of the Company. While serving in such capacities, Messrs. Nichols, Sweeney and Kripke 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney and Kripke. 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 Messrs. Nichols, Sweeney and Kripke as its agents.	
 	
          6.     Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement.	

 	
          7.     Additional Members. Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Operating Agreement may not be modified or amended except by a written agreement signed by BOP.	
 	
          8.     Governing Law. This Operating 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.	
          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	
 	 		
 	 	President and Chief Executive Officer	
       
-2-

Exhibit 3.115
CERTIFICATE OF FORMATION 
OF 
A Limited Liability Company 
FIRST:	The name of the limited liability company is: Brandywine Interstate 50, L.L.C.	

SECOND:	Its registered office in the State of Delaware is to be located at 1201 Market Street, Suite 1600 in the City of Wilmington, County of New Castle, 19801, and its registered agent at such address is FHS Corporate Services, Inc.	
 	 	
IN WITNESS WHEREOF, the undersigned, being the individual forming the Company, has executed, signed and acknowledged this Certificate of Formation this 2nd day of November, 1998. 
/s/ Jacqueline Y. Eastridge	 	
Jacqueline Y. Eastridge	 	
Authorized Person	 	
 
 	STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:35 PM 11/02/1998
981421733 - 2962039 	

Exhibit 3.116
BRANDYWINE INTERSTATE 50, L.L.C.
LIMITED LIABILITY COMPANY AGREEMENT
          THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of this 2nd day of November, 1998 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine Interstate 50, L.L.C., a Delaware limited liability company (the “Company”), and the Company.
          1.     Organization. BOP has organized the Company as a limited liability company under the Delaware Limited Liability Company Act and has caused a Certificate of Formation to be prepared, executed and filed in the office of the Secretary of State of the State of Delaware.	
 	
          2.     Purpose. The Company has been 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 in the office of the Secretary of State of the State of Delaware and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Cancellation in the office of the Secretary of State of the State of Delaware.	
 	
          4.     Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, President and Chief Executive Officer, Mark S. Kripke, Chief Financial Officer, John M. Adderly, Jr., Vice President, Barbara Yamerick, Vice President and Brad A. Molotsky, Secretary. While serving in such capacities, Messrs. Nichols, Sweeney, Kripke, Adderly and Molotsky and Ms. Yamerick 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney, Kripke, Adderley or Molotsky or Ms. Yamerick. 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 Messrs. Nichols, Sweeney, Kripke, Yamerick and Molotsky as its agents.	
 	
          5.     Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement.	

 	
          6.     Additional Members. Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Limited Liability Company Agreement may not be modified or amended except by a written agreement signed by BOP.	
 	
          7.     Governing Law. This Limited Liability Company 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.	
          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	
 	 		
 	 	President and Chief Executive Officer	
-2-

Exhibit 3.117
 	STATE OF DELAWARE 
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:45 PM 02/26/1997
971064047 - 2722571	
 
CERTIFICATE OF FORMATION
OF
A LIMITED LIABILITY COMPANY
FIRST:	The name of the limited liability company is:	
 	Brandywine-Main Street, LLC.	
 	 	
SECOND:	Its registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and its registered agent at such address is CORPORATION SERVICE COMPANY.	
IN WITNESS WHEREOF, the undersigned, being the individual forming the Company, has executed, signed and acknowledged this Certificate of Formation this 26th day of February, 1997.
/s/ Brad A. Molotsky	 	
	 	
Brad A. Molotsky, Esquire	 	
Authorized Person	 	

 
STATE OF DELAWARE 
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:50 PM 04/04/2000
001171751 - 2722571	 	
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
BRANDYWINE-MAIN STREET, LLC
This Certificate of Amendment to Certificate of Formation of Brandywine-Main Street, LLC (the “Company”) has been duly executed and is being filed by the undersigned authorized person pursuant to 6 Del. C. § 18-202.
1.   The name of the Company is Brandywine-Main Street, LLC	
 	 	 	
2.   The Certificate of Formation of the Company is hereby amended by deleting Section Second thereof in its entirety, and by substituting in lien thereof a new Section Second to read as follows:	
 	 	 	
 	Second.   	Its registered office in the State of Delaware is to be located at 1201 Market Street, Suite 1600 in the City of Wilmington County of New Castle, 19801, and its registered agent at such address is PHS Corporate Services, Inc.	
IN WITNESS WHEREOF, the undersigned authorized person has duly executed this Certificate of Amendment to Certificate of Formation as of April 4, 2000. 
 	/s/ Jacqueline Y. Eastridge	
 		
 	Jacqueline Y. Eastridge,
Authorized Person	

SECOND AMENDED AND RESTATED OPERATING AGREEMENT
OF
BRANDYWINE MAIN STREET, L.L.C.
          THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT, dated as of March 24, 2004 (the “Agreement”) amends and restates in its entirety the Amended and Restated Operating Agreement dated as of September 26, 2001, which amended and restated in its entirety the Operating Agreement entered into as of the ___ day of February, 1997 (the “Original Agreement”) by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), Brandywine Acquisitions, LLC (“Acquisition”) and the Company. 
          1.     Organization. The Company has been organized as a limited liability company under the Delaware Limited Liability Company Law and the provisions of this Agreement and, for that purpose, BOP has caused a Certificate of Formation to be prepared, executed and filed with the Secretary of State of the State of Delaware on February 26, 1997. 	
		 	
          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 commenced upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) 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 its Member(s), in its (their) discretion, shall determine. 	
		 	
          5.     Management. The Company shall be managed by the Member. The Member 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, H. Jeffrey DeVuono, as Senior Vice President and Assistant Secretary, Brad A. Molotsky, as General Counsel and Secretary, Anthony A. Nichols, Jr., as Senior Vice President and Assistant Secretary, Anthony S. Rimikis, as Senior Vice President and Assistant Secretary, David Ryder, as Senior Vice President and Assistant Secretary, George D. Sowa, as Senior Vice President and Assistant Secretary, Barbara L. Yamarick, as Senior Vice President and Assistant Secretary, George Hasenecz, as Vice President – Acquisitions, George D. Johnstone, as Vice President and Assistant Secretary, Margaret Kornblum, as Vice President – Organizational Development, Timothy M. Martin, as Vice President of Finance and Chief Accounting Officer, Joseph M. McCawley, Jr., as Vice President and Assistant Secretary, William D. Reed, as Vice President and Assistant Secretary, Philip M. Schenkel, as Vice President and Assistant Secretary, H. Leon Shadowen, Jr., as Vice President and Assistant Secretary, Jean Sitler, as Vice President and Assistant Secretary, Suzanne Stumpf, as Vice President and Assistant Secretary, and Jeffrey R. Weinstein, as Vice President and Assistant 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 the Member, and shall make such reports of the affairs of the Company to the Member as the Member may require. Such designation by the Member 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, the Member 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 agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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.	
		 	
          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.	
          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 3.119 
 
Microfilm Number_________	 	 	Filed with the Department of State on DEC 20 2000	 	
 	 	 	 	 	
Entity Number 2978901	 	 	XXXXXX
	 	
 	 	 	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: Brandywine Metroplex, LLC

 		
 	 	
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:	
 	 	 	
 	(a)	14 Campus Boulevard, Suite 100 Newtown Square, PA 19073 Delaware	
 	 		
 	 	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          	
 	 	
 	Jacqueline Y Eastridge c/o Pepper Hamilton LLP

 	3000 Two Logan Square, 18th and Arch Streets, Philadelphia, PA 19103-2799

 		
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 13th day of December, 2000.
 	 	 	/s/ Jacqueline Y. Eastridge	 	
  	 	 		 	
 	 	 	Jacqueline Y. Eastridge	 	
  	 	 		 	
 	 	 	(Signature) 	 	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Change of Registered Office
Limited Liability Company 
(15 Pa.C.S. § 8906)	 	
 	Entity Number	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 	2978901	 	 	 	 	 	

 	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	 	 	 	
 	 	HARRISBURG, PA	17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 04 2002	 	
 	 	 	 	 	
 	 	 	XXXXXXX	 	
 	 	 		 	
 	 	 	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:
Brandywine Metroplex LLC	 	 	

 	 	 	
 	 	 	
 	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	
 	14 Campus Boulevard, Suite 100, Newtown Square, PA 19073 Delaware County
	
 	 	(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:	 	
 	 	 	 	
 	401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462 Montgomery County
	 	
 	 	Number and street            City                            State Zip County	 	
 	 	 	 	
 	 	(b) The registered office of the company shall be provided by:	 	
 	 	 	 	
 	c o: __________________________________________________________________________________________________________________________________	 	
 	 	Name of Commercial Registered Office Provider                   County	 	

 	 	 	 	 	
 	 	 	 	 	
 	 	 	IN TESTIMONY WHEREOF, the undersigned company has caused this certificate to be signed by a duly authorized member or manager thereof this

31st day of May, 2002.

Brandywine Metroplex LLC
	 	
 	 	 	Name of Company

/s/ Brad A. Moloteky
	 	
 	 	 	Signature	 	

Brad A. Molotsky, Secretary
	 	
 	 	 	Title	 	
 	 	 	 	 	
Exhibit 3.120
BRANDYWINE METROPLEX, LLC 
OPERATING AGREEMENT 
THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 20th day of December, 2000 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine Metroplex, LLC, a Pennsylvania limited liability company (the “Company”), and the Company. 
1.   Organization. BOP hereby organizes the Company as a limited liability company under the Pennsylvania Limited Liability Company Law of 1994, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Organization to be prepared, executed and filed with the Department of State of the Commonwealth of Pennsylvania 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 Organization with the Department of State of the Commonwealth of Pennsylvania and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Dissolution with the Department 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 its Member(s), in its/their discretion, shall determine. 
5.   Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, President and Chief Executive Officer, Jeffrey F. Rogatz, Senior Vice President, Chief Financial Officer and Assistant Secretary, Anthony S. Rimikis, Senior Vice President and Assistant Secretary, Anthony A. Nichols, Jr., Senior Vice President and Assistant Secretary, H. Jeffrey DeVuono, Senior Vice President and Assistant Secretary, George Sowa, Senior Vice President and Assistant Secretary, Mark Hamer, Vice President and Assistant Secretary, Bradley W. Harris, Vice President and Chief Accounting Officer, Brad A. Molotsky, Secretary, Barbara L.Yamarick, Senior Vice President and Assistant Secretary, Charles McFarlane, Senior Vice President and Assistant Secretary, Leon Shadowen, Vice President and Assistant Secretary, William D. Redd, Vice President and Assistant Secretary, Joe McCawley, Vice President, Jeff Weinstein, Vice President and Phil Schenkel, Vice President. While serving in such capacities, Messrs. Nichols, Sweeney, Rogatz, Rimikis, Nichols, DeVuono, Sowa, Hamer, Harris, Molotsky, McFarlane, Shadowen, Redd, McCawley, Weinstein, Schenkel and Ms. Yamarick, 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney, Rogatz, Rimikis, Nichols, DeVuono, Sowa, Hamer, Harris, Molotsky, McFarlane, Shadowen, Redd, McCawley, Weinstein, Schenkel and Ms. Yamarick. 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 Messrs. Nichols, Sweeney, Rogatz, Rimikis, Nichols, DeVuono, Sowa, Hamer, Harris, Molotsky, McFarlane, Shadowen, Redd, McCawley, Weinstein, Schenkel and Ms. Yamarick, as its agents.

6.   Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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. 
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. 
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	
 	 	 	
 	 	/s/ Gerard H. Sweeney	
 	By:		
 	 	Name: Gerard H. Sweeney 	
 	 	Title: President and Chief Executive Officer 	

Exhibit 3.121
Microfilm Number_________	 	 	Filed with the Department of State on “UNREADABLE TEXT”	 	
 	 	 	 	 	
Entity Number 2785618	 	 	XXXXXX
	 	
 	 	 	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: Brandywine P.M., 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:	
 	 	
 	(a)     	16 Campus Blvd., Suite 150, Newtown Square Corporate Campus,	 	PA	19023,	Delaware	
 	 						
 	 	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	
 	Jacqueline Y. Eastridge c/o Pepper, Hamilton & Scheetz LLP  	
 		
 	3000 Two Logan Square, 18th and Arch Sts. 
Philadelphia, PA 19103-2799 	

 		
 	 	
4.	(Strike out if inapplicable): A members 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 services:	
 	 	
 	PA DEPT. OF STATE	
 		
 	NOV 19 1997	

 		
 	 	
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 Organisation this 17th day of November, 1997.
/s/ Jacqueline Y. Eastridge	 	 	
	 	 	
(Signature)	 	 	
Jacqueline Y. Eastridge	 	 	

(Signature)	 	 	

	 	 	
(Signature)	 	 	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Change of Registered Office
Limited Liability Company
(15 Pa.C.S. § 8906)	 	
 	Entity Number	 	 	 	 	 	 	
 	2785618	 		 	 	 	 	
 	 	 	 	 	 	 	 	 	
 	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
HARRISBURG,   PA 17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	 	 	 	 	

 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 04 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	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:
Brandywine P.M., 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	
 	 	14 Campus Boulevard, Suite 100,    Newton Square,     PA 19073                 Delaware     County	 	
 	 		
 	 	(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:	
 	 	 	 	
 	 	 	401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462 Montgomery County	
 	 	 		
 	 	 	Number and street                      City                          State                           Zip              County	
 	 	 	 	
 	 	(b)	The registered office of the company shall be provided by:	
 	 	 	 	
 	 	 	c/o:	
 	 	 		
 	 	 	Name of Commercial Registered Office Provider                                County	

 	 	 	 	 	
 	 	 	 	 	
 	 	 	IN TESTIMONY WHEREOF, the undersigned company has caused this certificate to be signed by a duly authorized member or manager thereof this

31st day of May, 2002

Brandywine P.M., L.L.C.
	 	
 	 	 	Name of Company 	 	
			/s/ Brad A. Molotsky
		
 	 	 	Signature	 	

 	 	 	Brad A. Molotsky, Secretary	 	
 	 	 		 	
 	 	 	Title	 	

BRANDYWINE P.M., L.L.C.
OPERATING AGREEMENT
     THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this19th day of November, 1997 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine P.M.., L.L.C., a Pennsylvania limited liability company (the “Company”), and the Company. 
     1. Organization. BOP hereby organizes the Company as a limited liability company under the Pennsylvania Limited Liability Company Law of 1994, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Organization to be prepared, executed and filed with the Department of State of the Commonwealth of Pennsylvania 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 Organization with the Department of State of the Commonwealth of Pennsylvania and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Dissolution with the Department 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 its Member(s), in its/their discretion, shall determine. 
     5. Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman of the Board, Gerard H. Sweeney, President and Chief Executive Officer, and Mark S. Kripke, Secretary of the Company. While serving in such capacities, Messrs. Nichols, Sweeney and Kripke 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney and Kripke. 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 Messrs. Nichols, Sweeney and Kripke as its agents. 
     6. Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement. 

     7. Additional Members. Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Operating Agreement may not be modified or amended except by a written agreement signed by BOP.
     8. Governing Law. This Operating 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.
     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 3.123

L-100 NJSA 42 UNREADABLE TEXT
NEW JERSEY CREST A/W	New Jersey Department of State
Division of Commercial Recording 
Certificate of Formation, Limited Liability Company 	
	
This form may be used to record the formation of a Limited Liability Company under and by virtue of New Jersey State law. Applicants must be in compliance with NJSA 42, the New Jersey Limited Liability Company Act, and insure that all applicable filing requirements are met. This form is to simplify filing with the Secretary of State. Applicants are advised to seek out private legal assistance before submitting filings to the Secretary’s office. 	

1.	Name of Limited Liability Company: Brandywine Piazza, L.L.C.	 	
 	 	LLC	
2.	The purpose for which this Limited Liability Company is organized is: real estate investment	FILED	
 	 	 	
3. 	Date of formation: Upon filing this Certificate.	NOV 16 1998	
 	 	 	
4.	Registered Agent Name & Address (must be in NJ)		
 	The Corporation Trust Company
820 Bear Tavern Road
West Trenton, NJ 08628	 	
 	 	 	
5.	Dissolution date: Perpetual Duration 	 	
 	 	 	
6.	Other provisions (list below or attach to certificate): 	 	

The undersigned represent(s) that this Limited Liability Company has two or more members, and that this filing complies with required detailed in NJSA 42. The undersigned hereby attest(s) that they are authorized to sign this certificate on behalf of the Limited Liability Company. 
 	Name	 	Date	
 		
By:	/s/ Gerard H. Sweeney	 	506589	
 		
 	Gerard H. Sweeney, President and CEO 	 	967263 	

 		
 	(NJ- LLC 3346 – 1/14/97) 	 	 	
0600058725 

Exhibit 3.124
BRANDYWINE PIAZZA, L.L.C.
LIMITED LIABILITY COMPANY AGREEMENT
          THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of this ___ day of November, 1998 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine Piazza, L.L.C., a New Jersey limited liability company (the “Company”), and the Company.
          1.     Organization. BOP has organized the Company as a limited liability company under the New Jersey Limited Liability Company Act and has caused a Certificate of Formation to be prepared, executed and filed in the office of the Secretary of State of the State of New Jersey.	
 	
          2.     Purpose. The Company has been 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 in the office of the Secretary of State of the State of New Jersey and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Cancellation in the office of the Secretary of State of the State of New Jersey.	
 	
          4.     Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, President and Chief Executive Officer, Mark S. Kripke, Chief Financial Officer and Treasurer, John M. Adderly, Jr., Vice President, Barbara Yamerick, Vice President and Brad A. Molotsky, Secretary. While serving in such capacities, Messrs. Nichols, Sweeney, Kripke, Adderly and Molotsky and Ms. Yamerick 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney, Kripke, Adderly or Molotsky or Ms. Yamerick. 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 Messrs. Nichols, Sweeney, Kripke, Adderly, Molotsky and Ms. Yamerick as its agents.	
 	
          5.     Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement.	

 	
          6.     Additional Members. Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Limited Liability Company Agreement may not be modified or amended except by a written agreement signed by BOP.	
 	
          7.     Governing Law. This Limited Liability Company Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without giving effect to the conflicts of law rules in that jurisdiction.	
          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	
 	 		
 	 	President and Chief Executive Officer	
-2-

Exhibit 3.125
	
 	New Jersey Department of State
Division of Commercial Recording
Certificate of Formation, Limited Liability Company	L-100 NJSA 42	
Graphic omitted		 	

 	

This form may be used to record the formation of a Limited Liability Company under and by virtue of New Jersey State law. Applicants must in UNREADABLE TEXT compliance with NJSA 42, the New Jersey Limited Liability Company Act, and insure that all applicable filing requirements are met. This form is to simplify filing with the Secretary of State. Applicants are advised to seek out private legal assistance before submitting filings to the Secretary’s UNREADABLE TEXT. 

1.	Name of Limited Liability Company: Brandywine Plaza 1000, L.L.C.	
 	 	 	
2.	The purpose for which this Limited Liability Company is organized is:	
 	real estate investment	 	
 	 	 LLC	
3.	Date of formation: Upon filing this Certificate.	FILED	
 	 	 	
4.	Registered Agent Name & Address (must be in NJ):	NOV 16 1998	
 	       The Corporation Trust Company	 	
 	       820 Bear Tavern Road	.	
 	       West Trenton, NJ 08628		
 	 	 	
5.	Dissolution date: Perpetual Duration	 	
 	 	 	
6.	Other provisions (list below or attach to certificate):	 	

 	 	 	

The undersigned represent(s) that this Limited Liability Company has two or more members, and that this filing complies with “UNREADABLE TEXT” detailed in NJSA 42. The undersigned hereby attest(s) that they are authorized to sign this certificate on behalf of the Limited Company. 
 	Name	 	 	Date	 	

By:	/s/ Gerard H. Sweeney	 	 	 	 	
 		 	 	November 6, 1998	 	
 	Gerard H. Sweeney, President and CEO	 	 	 	 	
 	 	 	 	506589	 	
 	 	 	 	967262	 	
 	 	 	 	 	 	
 	(NJ- LLC 3346 – 1/14/97)	 	 	 	 	
 	 	 	 	 	 	
 	0600058724  	 	

Exhibit 3.126
BRANDYWINE PLAZA 1000, L.L.C.
LIMITED LIABILITY COMPANY AGREEMENT
          THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of this ___ day of November, 1998 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine Plaza 1000, L.L.C., a New Jersey limited liability company (the “Company”), and the Company.
          1.     Organization. BOP has organized the Company as a limited liability company under the New Jersey Limited Liability Company Act and has caused a Certificate of Formation to be prepared, executed and filed in the office of the Secretary of State of the State of New Jersey.	
 	
          2.     Purpose. The Company has been 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 in the office of the Secretary of State of the State of New Jersey and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Cancellation in the office of the Secretary of State of the State of New Jersey.	
 	
          4.     Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, President and Chief Executive Officer, Mark S. Kripke, Chief Financial Officer and Treasurer, John M. Adderly, Jr., Vice President, Barbara Yamerick, Vice President and Brad A. Molotsky, Secretary. While serving in such capacities, Messrs. Nichols, Sweeney, Kripke, Adderly and Molotsky and Ms. Yamerick 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney, Kripke, Adderly or Molotsky or Ms. Yamerick. 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 Messrs. Nichols, Sweeney, Kripke, Adderly, Molotsky and Ms. Yamerick as its agents.	
 	
          5.     Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement.	

 	
          6.     Additional Members. Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Limited Liability Company Agreement may not be modified or amended except by a written agreement signed by BOP.	
 	
          7.     Governing Law. This Limited Liability Company Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without giving effect to the conflicts of law rules in that jurisdiction.	
          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	
 	 		
 	 	President and Chief Executive Officer	
 	 	 	
-2-

Exhibit 3.127
	
 	New Jersey Department of State
Division of Commercial Recording
Certificate of Formation, Limited Liability Company	L-100 NJSA 42	
Graphic omitted		 	

	
This form may be used to record the formation of a Limited Liability Company under and by virtue of New Jersey State law. Applicants must in UNREADABLE TEXT compliance with NJSA 42, the New Jersey Limited Liability Company Act, and insure that all applicable filing requirements are met. This form is to simplify filing with the Secretary of State. Applicants are advised to seek out private legal assistance before submitting filings to the Secretary’s UNREADABLE TEXT	
	
1.	Name of Limited Liability Company: Brandywine Promenade, L.L.C.	 	
 	 	 	
2.	The purpose for which this Limited Liability Company is organized is:	 	
 	real estate investment	 	
 	 	 LLC	
3.	Date of formation: Upon filing this Certificate	FILED	
 	 	 	
4.	Registered Agent Name & Address (must be in NJ):	NOV 16 1998	
 	     The Corporation Trust Company	 	
 	     820 Bear Tavern Road		
 	     West Trenton, NJ 08628		
 	 	 	
5.	Dissolution date: Perpetual Duration	 	
 	 	 	
6.	Other provisions (list below or attach to certificate):	 	

 	 	 	
			
The undersigned represent(s) that this Limited Liability Company has two or more members, and that this filing complies with “UNREADABLE TEXT” detailed in NJSA 42. The undersigned hereby attest(s) that they are authorized to sign this certificate on behalf of the Limited Company. 
 	Name	 	 	Date	 	

By:	/S/ Gerard H. Sweeney	 	 	 November 6, 1998	 	
 		 	
 	Gerard H. Sweeney, President and CEO	 	 	 506589	 	
 		 	
 	 	 	 	967262	 	
 		 	
 	(NJ- LLC 3346 – 1/14/97)	 	 	 	 	
 	 	 	 	 	 	
 	0600058723	 	

Exhibit 3.128
BRANDYWINE PROMENADE, L.L.C.
LIMITED LIABILITY COMPANY AGREEMENT
          THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of this ___ day of November, 1998 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine Promenade, L.L.C., a New Jersey limited liability company (the “Company”), and the Company.
          1.     Organization. BOP has organized the Company as a limited liability company under the New Jersey Limited Liability Company Act and has caused a Certificate of Formation to be prepared, executed and filed in the office of the Secretary of State of the State of New Jersey.	
 	
          2.     Purpose. The Company has been 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 in the office of the Secretary of State of the State of New Jersey and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Cancellation in the office of the Secretary of State of the State of New Jersey.	
 	
          4.     Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, President and Chief Executive Officer, Mark S. Kripke, Chief Financial Officer and Treasurer, John M. Adderly, Jr., Vice President, Barbara Yamerick, Vice President and Brad A. Molotsky, Secretary. While serving in such capacities, Messrs. Nichols, Sweeney, Kripke, Adderly and Molotsky and Ms. Yamerick 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney, Kripke, Adderly or Molotsky or Ms. Yamerick. 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 Messrs. Nichols, Sweeney, Kripke, Adderly, Molotsky and Ms. Yamerick as its agents.	
 	
          5.     Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement.	

 	
          6.     Additional Members. Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Limited Liability Company Agreement may not be modified or amended except by a written agreement signed by BOP.	
 	
          7.     Governing Law. This Limited Liability Company Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without giving effect to the conflicts of law rules in that jurisdiction.	
          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	
 	 		
 	 	President and Chief Executive Officer	
-2-

Exhibit 3.129 
 
Microfilm Number_________	 	 	Filed with the Department of State on FEB 16 2001	 	
 	 	 	 	 	
Entity Number 5989215	 	 	XXXXXX
	 	
 	 	 	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: Brandywine TB Florig, LLC

 		
 	 	
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:	
 	 	 	
 	(a)	14 Campus Boulevard, Suite 100 Newtown Square, PA 19073 Delaware	
 	 		
 	 	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          	
 	 	
 	Kimberly Kelly Perez c/o Pepper Hamilton LLP

 	200 One Keystone Plaza, N. Front & Market Streets, Harrisburg, PA 17101

 		
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. N/A	

 
IN TESTIMONY WHEREOF, the organizer has signed this Certificate of Organization this 16th day of February, 2001.
 	 	 	/s/ Kimberly Kelly Perez	 	
  	 	 		 	
 	 	 	Kimberly Kelly Perez	 	

 
 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Change of Registered Office
Limited Liability Company 
(15 Pa.C.S. § 8906)	 	
 	Entity Number	 	 	 	 	 	 	
 		 	 	 	 	 	 	
 	2989215	 	 	 	 	 	

 	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 	HARRISBURG, PA 17100-1181	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on JUN 04 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	Secretary of the Commonwealth	 	
 	 	 	ACTING 	 	
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:
Brandywine TB Florig, LLC	 	 	

 	 	 	
 	 	 	
 	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	
 	14 Campus Boulevard, Suite 100, Newtown Square, PA 19073 Delaware County	
 		
 	 	(b) Name of Commercial Registered Office Provider                   County	

 	 	 	
 	 	 	
 	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:	 	
 	 	 	 	
 	401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462 Montgomery County
	 	
 	 	Number and street            City                            State                             Zip                             County	 	
 	 	 	 	
 	 	(b) The registered office of the company shall be provided by:	 	
 	 	 	 	
 	c o: __________________________________________________________________________________________________________________________________	 	
 	 	Name of Commercial Registered Office Provider                   County	 	

 	 	 	 	 	
 	 	 	 	 	
 	 	 	IN TESTIMONY WHEREOF, the undersigned company has caused this certificate to be signed by a duly authorized member or manager thereof this

31st day of May, 2002.

Brandywine TB Florig, LLC
	 	
 	 	 	Name of Company

XXXXXX
	 	
 	 	 	Signature	 	

Brad A. Molotsky, Secretary
	 	
 	 	 	Title	 	
 	 	 	 	 	
Exhibit 3.130
BRANDYWINE TB FLORIG, LLC 
OPERATING AGREEMENT 
THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 21st day of February, 2001 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine TB Florig, LLC, a Pennsylvania limited liability company (the “Company”), and the Company. 
1.   Organization.  BOP hereby organizes the Company as a limited liability company under the Pennsylvania Limited Liability Company Law of 1994, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Organization to be prepared, executed and filed with the Department of State of the Commonwealth of Pennsylvania 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 Organization with the Department of State of the Commonwealth of Pennsylvania and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Dissolution with the Department 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 its Member(s), in its/their discretion, shall determine. 
5.   Management.  The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, Sr., President and Chief Executive Officer, Jeffrey F. Rogatz, Senior Vice President and CFO and Assistant Secretary, Anthony S. Rimikis, Senior Vice President and Assistant Secretary, Anthony A. Nichols, Jr., Senior Vice President and Assistant Secretary, H. Jeffrey DeVuono, Senior Vice President and Assistant Secretary, George Sowa, Senior Vice President and Assistant Secretary, Mark Hamer, Vice President and Assistant Secretary, Bradley W. Harris, Vice President and Chief Accounting Officer, Brad A. Molotsky, Secretary of the Company and Barbara L. Yamarick, Senior Vice President and Assistant Secretary. While serving in such capacities, Messrs. Nichols, Sweeney, Rogatz, Rimikis, Nichols, DeVuono, Sowa, Hamer, Harris, Molotsky and Ms. Yamarick 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation

be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney, Rogatz, Rimikis, Nichols, DeVuono, Sowa, Hamer, Harris, Molotsky and Ms. Yamarick. 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 Messrs. Nichols, Sweeney, Rogatz, Rimikis, Nichols, DeVuono, Sowa, Hamer, Harris, Molotsky and Ms. Yamarick as its agents.
6.   Limitation of Liability.  No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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. 
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. 
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, Sr.	
 	 	Title: President and Chief Executive Officer	
 	 	 	
 	BRANDYWINE TB FLORIG, LLC 	
 	 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	 	Name: Gerard H. Sweeney, Sr.	
 	 	Title: President and Chief Executive Officer	

Exhibit 3.131
Microfilm Number_________	 	 	Filed with the Department of State on OCT. 08, 1998	 	
 	 	 	 	 	
Entity Number 2901965	 	 	XXXXXX
	 	
 	 	 	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: Brandywine TB Inn, 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:	

 	(a)	14 Campus Boulevard, Suite 100  	Newtown Square	PA	19073	Delaware	
 	 							
 	 	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          	
 	 	 	
 	Jacqueline Y. Eastridge,	c/o Pepper Hamilton LLP

 	 	3000 Two Logan Square, 18th & Arch Streets
Philadelphia, PA 19103 – 2799	

 	 	 	

4.	UNREADABLE TEXT	
 	 	
5.	UNREADABLE TEXT	
 	 	
6.	The specified effective date, if any, is:                N/A                                                                               	
 	                                                                                 month              day             year              hour, if any	
7.	UNREADABLE TEXT	

 	 	

 		
 	 	
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 8th day of October, 1999.
/s/ Jacqueline Y. Eastridge	 	 	 	 	
	 	 	  	 	
(Signature)	 	 	 	 	
Jacqueline Y. Eastridge	 	 	 	 	

(Signature)	 	 	 	 	

(Signature)	 	 	 	 	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Entity Number
UNREADABLE TEXT	Certificate of Change of Registered Office
Limited Liability Company
(15 Pa.C.S. § 8906)	 	
 	 	 	 	 	 	 	 	 	
 	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
HARRISBURG, PA 17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on June 4, 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	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:
Brandywine TB Inn, 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		
 	 	 	 	 	 	 	 	
 	 	 	14 Campus Boulevard, Suite 100,	Newtown Square,	PA	19073	Delaware County		
 	 	 						
 	 	(b)	Name of Commercial Registered Office Provider	 	 	County	
 	 	 	c/o:	 	 	 	 	 	

 	3.	Complete part (a) or (b) 	
 	 	 	 	
 	 	(a)	The (a) address to which the registered office of the company in this Commonwealth is to be changed is:	
 	 	 	 	 	 	 	 	 	
 	 	 	401 Plymouth Road, Suite 500,	Plymouth Meeting,	PA	19462	Montgomery County	
 	 	 							
 	 	 	Number and Street 	City	State	 Zip	County	

 	 	(b)	The registered office of the company shall be provided by:	
 	 	 	 	 	 	 	 	 	
 	 	 	c/o	 	 	 	 	 	
 	 	 							
 	 	 	 	Name of Commercial Registered Office Provider 	 	 	  County	

 

 	 	 	IN TESTIMONY WHEREOF, the undersigned company has caused this certificate to be signed by a duly authorized member or manager thereof this

31st day of May, 2002.

Brandywine TB Inn, L. C. C.
	 	
 	 	 	Name of Company	 	
 	 	 	/s/ Brad A. Molotsky	 	
 	 	 		 	
 	 	 	Signature	 	
 	 	 	 	 	
 	 	 	Brad A. Molotsky, Secretary	 	
 	 	 		 	
 	 	 	Title	 	

Exhibit 3.132
BRANDYWINE TB INN, L.L.C. 
OPERATING AGREEMENT 
THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this ___ day of October, 1999 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine TB Inn, L.L.C., a Pennsylvania limited liability company (the “Company”), and the Company. 
1.   Organization.   BOP hereby organizes the Company as a limited liability company under the Pennsylvania Limited Liability Company Law of 1994, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Organization to be prepared, executed and filed with the Department of State of the Commonwealth of Pennsylvania 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 Organization with the Department of State of the Commonwealth of Pennsylvania and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Dissolution with the Department 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 its Member(s), in its/their discretion, shall determine. 
5.   Management.   The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, President and Chief Executive Officer, John M. Adderly, Jr., Vice President and Assistant Secretary, Jeffrey F. Rogatz, Vice President and Assistant Secretary, Anthony A. Nichols, Jr., Vice President and Assistant Secretary, H. Jeffrey DeVuono, Vice President and Assistant Secretary, George Sowa, Vice President and Assistant Secretary, Mark Hamer, Vice President and Assistant Secretary, Brad A. Molotsky, Secretary of the Company and Barbara Yamarick, Vice President and Assistant Secretary. While serving in such capacities, Messrs. Nichols, Sweeney, Adderly, Rogatz, Nichols, DeVuono, Sowa, Hamer, Molotsky and Ms. Yamarick 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney, Adderly, Rogatz, Nichols, DeVuono, Sowa, Hamer, Molotsky and Ms. Yamarick. 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 Messrs. Nichols, Sweeney, Adderly, Rogatz, Nichols, DeVuono, Sowa, Hamer, Molotsky and Ms. Yamarick as its agents. 

6.   Limitation of Liability.    No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement. 
7.   Additional Members.   Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Operating Agreement may not be modified or amended except by a written agreement signed by BOP. 
8.   Governing Law.   This Operating 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. 
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 	
- -2- 

Exhibit 3.133
 	 	
Microfilm Number  _________ 	Filed with the Department of State on OCT 31 1997	

Entity Number 2782856	XXXXXX	
 		
 	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: Brandywine TB I, 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:	
 	 	
 	(a)	16 Campus Boulevard          Newtown             PA              19073            Delaware	
 	 		
 	 	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	
 	Jacqueline Y. Eastridge, c/o Pepper Hamilton & Scheetz LLP  	
 		
 	                                                                                                                              3000 Two Logan Square, 18th & Arch Sts.	
 	                                                                                                                              Philadelphia PA 19103-2799	

 		
 	 	
4.	UNREADABLE TEXT	
 	 	
5.	UNREADABLE TEXT	
 	 	
6.	The specified effective date, if any is:                                                        NA                                                                	
 	                                                                             month                       day                      year                          hour, if any	
 	 	
7.	UNREADABLE TEXT	

 	 	

 		
 	 	
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 31st day of October, 1997. 
/s/ Jacqueline Y. Eastridge	 	 	
	 	 	
(Signature)	 	 	
Jacqueline Y. Eastridge	 	 	
 	 	 	
XXXXXX	 	 	
	 	  	
(Signature)	 	 	
 	 	 	
XXXXXX	 	 	
	 	 	
(Signature)	 	 	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	

 	Entity Number	Certificate of Change of Registered Office
Limited Liability Company
(15 Pa C.S. § 8906)	 	
 	 		 	
 	UNREADABLE TEXT		 	
 	 	 	 	 	 	 	 	
 	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
HARRISBURG,   PA          17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 04 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	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:
Brandywine TB I, 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	
 	 	14, Campus Boulevard, Suite 100,          Newtown Square,                            PA                                  19073                       Delaware County	

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

 	3.	Complete part (a) or part (b)	
 	 	 	
 	 	(a) The address to which the registered office of the company in this Commonwealth is to be changed is:	
 	  	 	
 	401 Plymouth Road, Suite 500,                      Plymouth Meeting,                            PA                                  19462                      Montgomery County	
 		
 	 	Number and Street                                                   City                                            State                                   Zip                                County	
 	 	 	
 	 	(b) The registered office of the Company shall be provided by:	
 	 	 	
 	c/o:	 	
 		
 	 	Name of Commercial Registered Office Provider                                                                                                                                      County	

 	 	 	 	 	
 	 	 	 	 	
 	 	 	IN TESTIMONY WHEREOF, the undersigned company has caused this certificate to be signed by a duly authorized member or manager thereof this

31st day of May, 2002.

Brandywine TB I, L.L.C
	 	
 	 	 	Name of Company	 	
			/s/ Brad A. Molotsky
		
 	 	 	Signature 	 	
			 		
			Brad A. Molotsky, Secretary
		
 	 	 	Title	 	

Exhibit 3.134
BRANDYWINE TB I, L.L.C.
OPERATING AGREEMENT
          THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 31st day of October, 1997 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of BRANDYWINE TB I, L.L.C., a Pennsylvania limited liability company (the “Company”), and the Company.
          1.     Organization. BOP hereby organizes the Company as a limited liability company under the Pennsylvania Limited Liability Company Law of 1994, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Organization to be prepared, executed and filed with the Department of State of the Commonwealth of Pennsylvania 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 Organization with the Department of State of the Commonwealth of Pennsylvania and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Dissolution with the Department 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 its Member(s), in its/their discretion, shall determine.	
 	
          5.     Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, President and Chief Executive Officer, Brad A. Molotsky, Secretary and Mark S. Kripke, Secretary of the Company. While serving in such capacities, Messrs. Nichols, Sweeney, Molotsky and Kripke 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney, Molotsky and Kripke. 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 Messrs. Nichols, Sweeney, Molotsky and Kripke as its agents.	
 	
          6.     Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement.	

 	
          7.     Additional Members. Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Operating Agreement may not be modified or amended except by a written agreement signed by BOP.	
 	
          8.     Governing Law. This Operating 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.	
          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	
 	 		
 	 	President and Chief Executive Officer	
 	 	 	
-2-

Exhibit 3.135
Microfilm Number                     	 	 	Filed with the Department of State on OCT 31 1997	 	
 	 	 	 	 	
Entity Number 2782859	 	 	XXXXXX	 	
 	 		 	
 	 	 	Secretary of the Commonwealth	 	

CERTIFICATE OF ORGANIZATION-DOMESTIC LIMITED LIABILITY COMPANY
DSCB: 15-8513 (Rev 90)	
In compliance with the requirements of 15 Pa.C.S. § 8513 (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: Brandywine TB II, 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:	
 	 	
 	 (a)	 16 Campus Boulevard	Newtown	PA	19073	Delaware	
 	 						
 	 	 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, this 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	
	
Jacqueline Y. Eastridge, c/o Pepper, Hamilton & Scheetz LLP	3000 Two Logan Square, 18th & Arch Sts.	
 	 	 	Philadelphia, PA 19103-2799	

			

 	 	 	
4.	UNREADABLE TEXT	
 	 	 	
5.	UNREADABLE TEXT	
 	 	 	
 6.	 The specified effective date, if any is: 	                  N/A	
 	 	 		
 	 	 	month	day	year	hour, if any	
 	 	
 7.	UNREADABLE TEXT	

 	 	

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

IN TESTIMONY WHEREOF, the organizer(s) has (have) signed this Certificate of Organization this 31st day of October, 1997.
 	 	 	
 	 	/s/ Jacqueline Y. Eastridge	
 	 		
 	 	(Signature)	

 	 	Jacqueline Y. Eastridge	
 	 		
 	 	(Signature)	
 	 		
 	 	XXXXXXX	
 	 		
 	 	(Signature)	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Change of Registered Office
Limited Liability Company 
(15 Pa C S. § 8906)	 	
 	Entity Number
2782859	 	 	 	 	 	 	

 	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
HARRISBURG,   PA          17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 04 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	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:
Brandywine TB II, 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	
 	 	 	 	 	 	 	
 	 	14 Campus Boulevard, Suite 100,	Newtown Square,	PA	19078,	Delaware County	
 	 		
 	 	(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: 	
 	 	 	 	 	 	 	
 	 	401 Plymouth Road, Suite 500,	Plymouth Meeting,	PA	19462	Montgomery County	
 	 		
 	 	Number and street	City	State	Zip	County	
 	 	 	 	 	 	 	
 	 	(b) The registered office of the company shall be provided by:	
 	 	 	 	 	 	 	
 	 	c/o:	 	 	 	 	
 	 		
 	 	Name of Commercial Registered Office Provider	County	

  

 	 	 	IN TESTIMONY WHEREOF, the undersigned company has caused this certificate to be signed by a duly authorized member or manager thereof this

31st day of May, 2002

Brandywine TB II, L.L.C.
	 	
 	 	 	Name of Company

/s/ Brad A. Molotsky
	 	
 	 	 	Signature	 	
 	 	 	Brad A. Molotsky, Secretary	 	
 	 	 		 	
 	 	 	Title	 	

Exhibit 3.136
BRANDYWINE TB II, L.L.C.
OPERATING AGREEMENT 
THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 31st day of October, 1997 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine TB II, L.L.C., a Pennsylvania limited liability company (the “Company”), and the Company. 
1.   Organization.  BOP organizes the Company as a limited liability company under the Pennsylvania Limited Liability Company Law of 1994, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Organization to be prepared, executed and filed with the Department of State of the Commonwealth of Pennsylvania 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 Organization with the Department of State of the Commonwealth of Pennsylvania and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Dissolution with the Department 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 its Member(s), in its/their discretion, shall determine. 
5.   Management.  The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, President and Chief Executive Officer and Mark S. Kripke, Secretary of the Company. While serving in such capacities, Messrs. Nichols, Sweeney and Kripke 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney and Kripke. 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 Messrs. Nichols, Sweeney and Kripke as its agents.
6.   Limitation of Liability.  No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement.

7.   Additional Members.  Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Operating Agreement may not be modified or amended except by a written agreement signed by BOP. 
8.   Governing Law.  This Operating 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. 
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	
 	 		
 	 	President and Chief Executive Officer	
-2-

Exhibit 3.137
 	 	
Microfilm Number  _________ 	Filed with the Department of State on OCT 31 1997	

Entity Number   2782863	XXXXXXX	
 		
 	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: Brandywine TB III, 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:	
 	 	
 	(a)	16 Campus Boulevard,        Newtown                PA          19073           Delaware	
 	 		
 	 	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	
 	Jacqueline Y. Eastridge c/o Pepper Hamilton & Scheetz LLP                                       3000 Two Logan Square, 18th and Arch Sts.
                                                                                                                                                Philadelphia, PA 19103-2799	

 	 	

4.	UNREADABLE TEXT	
 	 	
5.	UNREADABLE TEXT	
 	 	
6.	The specified effective date, if any is:               N/A                                                                                                            	
 	                                                                              month                       day                      year                          hour, if any	
 	 	
7.	UNREADABLE TEXT	

 	 	

 		
 	 	
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 31st day of October , 1997. 
/s/ Jacqueline Y. Eastridge	 	 	
	 	 	
(Signature)	 	 	
Jacqueline Y. Eastridge	 	 	

	 	  	
(Signature)	 	 	
 	 	 	
XXXXXXX	 	 	
	 	 	
(Signature)	 	 	

Microfilm Number___________	 	Filed with the Department of State on NOV 10 1999	
 	 	 	
 	 	 XXXXXX	
Entity Number   2782863	 		
 	 	Secretary of the Commonwealth	
CERTIFICATE OF AMENDMENT-DOMESTIC LIMITED LIABILITY COMPANY
DSCB:15-8951 (Rev 95)
In compliance with the requirements of 15 Pa.C.S. § 8951 (relating to certificate of amendment), the undersigned limited liability company, desiring to amend its Certificate of Organization, hereby certifies that:
1.	The name of the limited liability company is:   Brandywine TB III, L.L.C.	

 	 	 	
2.	The date of filing of the original Certificate of Organization is:      October 31, 1997	
 	 	 	
3.	(Check, and if appropriate complete, one of the following):	
 	 	 	
 		The amendment adopted by the limited liability company, set forth in full, is as follows:	
 	 	 	
 	 	The name of the limited liability company is amended to: Brandywine TB V, L.L.C	

 		

 	 	
 		The amendment adopted by the 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	
 	 	 	
5.	(Check if the amendment restates the Certificate of Organization):	
 	 	
 		The restated Certificate of Organization supersedes the original Certificate of Organization and all previous amendments thereto.	
 	
 	IN TESTIMONY WHEREOF, the undersigned limited liability company has caused this Certificate of Amendment to be executed this 10th day of November, 1999.	
 	 	 	
 	 	Brandywine TB III, L.L.C.	
 	 		
 	 	(Name of Limited Liability Company)	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
  	 		
  	 	(Signature)	
 	 	 	
 	TITLE:	Brad A Molotsky, Secretary	

CONSENT TO APPROPRIATION OF NAME 
DSCB:17.2 (Rev 90) 
Pursuant to 19 Pa. Code § 17.2 (relating to appropriation of the name of a senior corporation), the undersigned association, desiring to consent to the appropriation of its name by another association, hereby certifies that:
1.	The name of the association executing this Consent of Appropriation of Name is: Brandywine TB I, L.L.C.	

 	 	
2.	The (a) address of this association’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)	14 Campus Boulevard, Suite 100          Newtown Square            PA              19073            Delaware	
 	 		
 	 	Number and Street                                 City                                    State            Zip              County	
 	 	 	
 	(b)	c/o:	
 	 		
 	 	Name of Commercial Registered Office Provider                       County	
 	 	 	
 	For an association represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purposes.	
 	 	
3.	The date of its incorporation or other organization is: October 31, 1997	
 	 	
4.	The statute under which it was incorporated or otherwise organized is: 15 Pa. C.S. § 8951	
 	 	
5.	The association is (check one)	
 	 	 	
 		About to change its name.	
 		About to cease to do business.	
 		Being wound up.	
 		About to withdraw from doing business in this Commonwealth.	
 	 	 	
8.	The association(s) entitled to the benefit of this Consent to Appropriation of Name is (are):________________	
IN TESTIMONY WHEREOF, the undersigned association has caused this consent to be signed by a duly authorized officer thereof this 10th day of November, 1999. 
 	 	 	
  	 	Brandywine TB I, L.L.C.	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	(Signature)	
 	 	  	
 	TITLE:	Brad A. Molotsky, Secretary	

 
 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	

 	Entity Number	 	Certificate of Change of Registered Office
Limited Liability Company
(15 Pa. C.S. § 8906)	 	

 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
 	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
HARRISBURG,   PA          17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on JUN 04 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	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:
Brandywine TB V, 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):	
 	 	 	
 	 	14, Campus Boulevard, Suite 100,             Newtown Square,                    PA                                  19073                       Delaware County	
 	 	(a) Number and Street                                          City                                   State                                   Zip                                County	

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

 	 	 	
 	3.	Complete part (a) or part (b)	
 	 	 	
 	 	(a) The address to which the registered office of the company in this Commonwealth is to be changed is:	
 	  	 	
 	 	401 Plymouth Road, Suite 500,         Plymouth Meeting,                            PA                                  19462                      Montgomery County	
 		
 	 	Number and Street                                         City                                                  State                               Zip                          County	
 	 	 	
 	 	(b) The registered office of the Company shall be provided by:	
 	c/o:	 	
 		
 	 	Name of Commercial Registered Office Provider                                                                                                                         County	

 

 	 	 	IN TESTIMONY WHEREOF, the undersigned company has caused this certificate to be signed by a duly authorized member or manager thereof this

31st day of May, 2002.

Brandywine TB V, L.L.C
	 	
 	 	 	Name of Company
    	 	
 	 	 	/s/ Brad A. Molotsky	 	
 	 	 		 	
 	 	 	Signature	 	
 	 	 	Brad A. Molotsky, Secretary	 	
 	 	 		 	
 	 	 	Title	 	

Exhibit 3.138
FIRST AMENDMENT TO OPERATING AGREEMENT
OF
BRANDYWINE TB III, L.L.C.
          THIS FIRST AMENDMENT, dated as of November _, 1999 (the "Amendment"), amends the Operating Agreement of Brandywine TB III. L.L.C., a Pennsylvania limited liability company (the "Company"), and Brandywine Operating Partnership, L.P., a Delaware limited partnership ("BOP").
                     1. Name. The name of the Company is amended to read "Brandywine TB V, L.L.C.
                     2. Management. Article 5 of the Company's Operating Agreement shall be amended in its entirety to read as follows:
 	 	"5. Management. The Company shall be managed by the Managing Member. The Managing Member hereby designates as its agent, in the capacities set forth, Anthony A. Nichols, Sr., Chairman of the Board, Gerard H. Sweeney, President and Chief Executive Officer, Anthony Rimikis, Senior Vice President, Jeffrey Rogatz, Vice President and Chief Financial Officer, Brad A. Molotsky, Secretary, and each of the following persons as a Vice President and Assistant Secretary: Anthony A. Nichols, Jr., H. Jeffrey DeVuono, George Sowa, Barbara Yamerick and Mark Hammer. While serving in such capacities, Nichols, Sr., Sweeney, Rimikis, Rogatz, Molotsky, Nichols, Jr., DeVuono, Sowa, Yamerick and Hammer 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 the Managing Member, and shall make such reports of the affairs of the Company to the Members as the Managing Member may require. Such designation by the Managing Member 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 Nichols, Sr., Sweeney, Rimikis, Rogatz, Molotsky, Nichols, Jr., DeVuono, Sowa, Yamerick and Hammer. Such designation notwithstanding, the Managing Member retains the power and authority to manage and control the business and affairs of the Company, including the right to remove and replace Nichols, Sr., Sweeney, Rimikis, Rogatz, Molotsky,	

 	 	Nichols, Jr., DeVuono, Sowa, Yamerick and Hammer as its agents."	
          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	
 	  		
 	 	President and Chief Executive Officer	
-2-

Exhibit 3.139
CONSENT TO USE OF SIMILAR NAME
DSCB 17:3 (Rev 91) 
Pursuant to 19 Pa. Code § 17.3 (relating to use of a confusingly similar name) the undersigned association, desiring to consent to the use by another association of a name which is confusingly similar to its name, hereby certifies that: 
1.	The name of the association executing this Consent to Use of Similar Name is : Brandywine TB I, L. P.	

 	 	
2.	The (a) address of this association’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)	16 Campus Boulevard, Suite 150	Newtown Square	PA	19073	Delaware	
 	 		
 	 	Number and Street	City	State	Zip	County	
 	 	 	 	 	 	 	
 	(b)	c/o: 	
 		
 	 	Name of Commercial Registered Office Provider	County	
 	 	
 	For an association represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purposes. 	
 	 	
3.	The date of its incorporation or other organization is: October 31, 1997	
 	 	
4.	The statute under which it was incorporated or otherwise organized is: 15 Pa. C.S. Section 8511	
 	 	
5.	The association(s) entitled to the benefit of this Consent to Use of Similar Name is (are): 	
 	 	
 	Brandywine TB VI, L.L.C.	
 		
 	Brandywine TB VI, L.P.	

6.	A check in this box  indicates that the association executing this Consent to Use of Similar Name is the parent or prime affiliate of a group of associations using the same name with geographic or other designations, and that such association is authorized to and does hereby act on behalf of all such affiliated associations, including the following (see 19 Pa. Code § 17.3(c) (8)):	

 	 	

 	IN TESTIMONY WHEREOF, the undersigned association has caused this consent to be signed by a duly authorized officer thereof this 15th day of July, 1998.	

 		Brandywine TB I, L.P.	
 	 		
 	By:	Brandywine TB I, L.L.C. General Partner	
 	 		
 	 	(Name of Association)	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	(Signature)	
 	 	 	
 	Title:	Brad A. Molotsky, Secretary	

CONSENT TO USE OF SIMILAR NAME
DSCB 17:3 (Rev 91) 
Pursuant to 19 Pa. Code § 17.3 (relating to use of a confusingly similar name) the undersigned association, desiring to consent to the use by another association of a name which is confusingly similar to its name, hereby certifies that: 
1.	The name of the association executing this Consent to Use of Similar Name is : Brandywine TB I, L. L.C.	

 	 	
2.	The (a) address of this association’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)	16 Campus Boulevard, Suite 150	Newtown Square	PA	19073	Delaware	
 	 		
 	 	Number and Street	City	State	Zip	County	
 	 	 	 	 	 	 	
 	(b)	c/o: 	
 		
 	 	    Name of Commercial Registered Office Provider	County	
 	 	
 	For an association represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purposes. 	
 	 	
3.	The date of its incorporation or other organization is: October 31, 1997	
 	 	
4.	The statute under which it was incorporated or otherwise organized is: 15 Pa. C.S. Section 8511	
 	 	
5.	The association(s) entitled to the benefit of this Consent to Use of Similar Name is (are): 	
 	 	
 	Brandywine TB VI, L.P.	
 		
 	Brandywine TB VI, L.L.C.	

6.	A check in this box  indicates that the association executing this Consent to Use of Similar Name is the parent or prime affiliate of a group of associations using the same name with geographic or other designations, and that such association is authorized to and does hereby act on behalf of all such affiliated associations, including the following (see 19 Pa. Code § 17.3(c) (8)):	

 	 	

 	IN TESTIMONY WHEREOF, the undersigned association has caused this consent to be signed by a duly authorized officer thereof this 15th day of July, 1998.	

 	 	Brandywine TB I, L.L.C. 	
 	 		
 	 	(Name of Association)	
 	 	 	
 	By:	/s/ Brad A. Molotsky	
 	 		
 	 	(Signature)	
 	 	 	
 	Title:	Brad A. Molotsky, Secretary	

Microfilm Number_________	 	 	Filed with the Department of State on JUL 16 1998	 	
 	 	 	 	 	
Entity Number 2827070	 	 	XXXXXX
	 	
 	 	 	Secretary of the Commonwealth	 	
CERTIFICATE OF ORGANIZATION-DOMESTIC LIMITED LIABILITY COMPANY
DSCB:15-8913 (Rev 93)
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 states(s) that:
1.	The name of the limited liability company is: Brandywine TB VI, 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:	

 	(a)	16 Campus Boulevard, Suite 150,	Newtown Square	PA 	19073	Delaware	
 	 		
 	 	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 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	
 	 	 	 	 	
 	 	       Jacqueline Y. Eastridge,   c/o     Pepper, Hamilton LLP	
 	 		
 	 	 	 	3000 Two Logan Square,  18th and Arch Streets	
 	 	 	 	Philadelphia, PA 19103-2799	

 	 		
 	 	 	 	 	
4.	 	
 	 	 	
5.	 	
 	 	 	
6.	The specified effective date, if any is: 	 	
 	 		
 	 	month	day	year	hour, if any	
 	 	 	 	 	 	
7.	 	

 		

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

DBCB:15-8913 (Rev 95)-2 
IN TESTIMONY WHEREOF, the organizer(s) has (have) signed this Certificate of Organization this 15th day of July, 1998.
 	/s/ Jacqueline Y. Eastridge	 	 	 	 	
 		 	 	  	 	
 	(Signature)	 	 	 	 	
 	Jacqueline Y. Eastridge	 	 	 	 	

 	(Signature)	 	 	 	 	

 		 	 	  	 	
 	(Signature)	 	 	 	 	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Entity Number
UNREADABLE TEXT	 	Certificate of Change of Registered Office
Limited Liability Company
(15 Pa. C.S. § 8906)	 	

 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
 	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
HARRISBURG,   PA          17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	
Fee: $52	 	 	Filed in the Department of State on Jun 04 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	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:
Brandywine TB VI, 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	
 	 	14, Campus Boulevard, Suite 100,              Newtown Square,                  PA                                  19073                       Delaware County	

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

 	3.	Complete part (a) or part (b)	
 	 	 	
 	 	(a) The address to which the registered office of the company in this Commonwealth is to be changed is:	
 	  	 	
 	 	401 Plymouth Road, Suite 500,          Plymouth Meeting,                   PA                                  19462                      Montgomery County	
 	 		
 	 	Number and Street                                        City                                   State                                   Zip                                County	
 	 	 	
 	 	(b) The registered office of the Company shall be provided by:	
 	c/o:	 	
 		
 	 	Name of Commercial Registered Office Provider                                                                                                                             County	

 

 	 	 	IN TESTIMONY WHEREOF, the undersigned company has caused this certificate to be signed by a duly authorized member or manager thereof this

31st day of May, 2002.

Brandywine TB VI, L.L.C.
	 	
 	 	 	Name of Company	 	
 	 	 	/s/ Brad A. Molotsky
	 	
 	 	 	Signature	 	
 	 	 	Brad A. Molotsky, Secretary	 	
 	 	 		 	
 	 	 	Title	 	

Exhibit 3.140
BRANDYWINE TB VI, L.L.C. 
OPERATING AGREEMENT 
THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this ___ day of October, 1999 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine TB VI, L.L.C., a Pennsylvania limited liability company (the “Company”), and the Company. 
1.   Organization. BOP hereby organizes the Company as a limited liability company under the Pennsylvania Limited Liability Company Law of 1994, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Organization to be prepared, executed and filed with the Department of State of the Commonwealth of Pennsylvania 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 Organization with the Department of State of the Commonwealth of Pennsylvania and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Dissolution with the Department 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 its Member(s), in its/their discretion, shall determine. 
5.   Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, President and Chief Executive Officer, John M. Adderly, Jr., Vice President and Assistant Secretary, Jeffrey F. Rogatz, Vice President and Assistant Secretary, Anthony A. Nichols, Jr., Vice President and Assistant Secretary, H. Jeffrey DeVuono, Vice President and Assistant Secretary, George Sowa, Vice President and Assistant Secretary, Mark Hamer, Vice President and Assistant Secretary, Brad A. Molotsky, Secretary of the Company and Barbara Yamarick, Vice President and Assistant Secretary. While serving in such capacities, Messrs. Nichols, Sweeney, Adderly, Rogatz, Nichols, DeVuono, Sowa, Hamer, Molotsky and Ms. Yamarick 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney, Adderly, Rogatz, Nichols, DeVuono, Sowa, Hamer, Molotsky and Ms. Yamarick. 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 Messrs. Nichols, Sweeney, Adderly, Rogatz, Nichols, DeVuono, Sowa, Hamer, Molotsky and Ms. Yamarick as its agents. 
-2- 

6.   Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement. 
7.   Additional Members. Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Operating Agreement may not be modified or amended except by a written agreement signed by BOP. 
8.   Governing Law. This Operating 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. 
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 	
-3-

Exhibit 3.141 
CONSENT TO USE OF SIMILAR NAME
DSCB 17:3 (Rev 90) 
Pursuant to 19 Pa. Code § 17.3 (relating to use of a confusingly similar name) the undersigned association, desiring to consent to the use by another association of a name which is confusingly similar to its name, hereby certifies that: 
1.	The name of the association executing this Consent to Use of Similar Name is: Brandywine TB I, L.L.C.	

 	 	
2.	The (a) address of this association’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)	14 Campus Boulevard, Suite 100, 	Newtown Square	PA	19073	Delaware	
 	 		
 	 	Number and Street	City	State	Zip	County	
 	 	 	 	 	 	 	
 	(b)	c/o: 	
 		
 	 	    Name of Commercial Registered Office Provider	County	
 	 	
 	For an association represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the association is located for venue and official publication purpose. 	
 	 	
3.	The date of its incorporation or other organization is: October 31, 1997	
 	 	
4.	The statute under which it was incorporated or otherwise organized is: 15 Pa. C.S. Section 8511	
 	 	
5.	The association(s) entitled to the benefit of this Consent to Use of Similar Name is (are): Brandywine TB VIII, L.P.	
 		
 	 	Brandywine TB VIII, L.L.C.	
 		
6.	A check in this box  indicates that the association executing this Consent to Use of Similar Name is the parent or prime affiliate of a group of associations using the same name with geographic or other designations, and that such association is authorized to and does hereby act on behalf of all such affiliated associations, including the following (see 19 Pa. Code § 17.3(c)(6))	

 	 	

IN TESTIMONY WHEREOF, the undersigned association has caused this consent to be signed by a duly authorized officer thereof this 26th day of July, 2000.
 		Brandywine TB I, L.L.C. 	
 	 		
 	 	(Name of Association)	
 	 	 	
 	BY:	/s/ Brad A. Molotsky 	
 	 		
 	 	(Signature)	
 	 	 	
 	TITLE:	Brad A. Molotsky, Secretary	
 	 		
DSCB.17.3 (Rev 90)-2

Department of State
Corporation Bureau
P.O. Box 8722
Harrisburg, PA 17105-8722
Instructions for Completion of Form:
A	This form will be deemed to be incorporated by reference into the filing to which it relates, e.g., articles of incorporation, articles of amendment effecting a change of name, articles of merger effecting a change of name. Articles of division, application for a certificate of authority, application for an amended certificate of authority, certificate of limited partnership, amended certificate of limited partnership effecting a change of name, documents merging a partnership or other association effecting a change of name, instrument with respect to a business trust, amended instrument with respect to a business trust effecting a change of name, etc. Therefore an executed copy (which may be a photocopy) of this form should be attached to each copy of the filing to which it relates which is submitted to the Department, and no separate Docketing Statement should be submitted with respect to this form.	
 	 	
B.	Under 15 Pa.C.S. § 135(c) (relating to addresses) an actual street or rural route box number must be used as an address, and the Department of State is required to refuse to receive or file any document that sets forth only a post office box address.	

 	 	 	 	 	
Microfilm Number                     	 	 	Filed with the Department of State on Jul 28 2000	 	
 	 	 	 	 	
Entity Number 2954791	 	 	XXXXXX 	 	
 	 	 		 	
 	 	 	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: Brandywine TB VIII, 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:	
 	 	 	
 	(a)	14 Campus Boulevard, Suite 100	Newtown Square,	PA	19073	Delaware	
 	 		
 	 	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         	
 	Jacqueline Y. Eastridge           c/o Pepper Hamilton LLP

 	 	18th and Arch Streets, Philadelphia PA 19103-2799	

 		
 	 	
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 certificates if any, attach an 8 1/2 x 11 sheet: N/A	

 	 	
 	IN TESTIMONY WHEREOF, the organizer has signed this Certificate of Organization this 25th day of July, 2000.	

 	 	 	
 	 	 	
 	 	/s/ Jacqueline Y. Eastridge	
 	 		
 	 	Jacqueline Y. Eastridge	

 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	
 		 	
 	Certificate of Change of Registered Office Limited Liability Company
(15 Pa.C.S. § 8906)	 	
 	Entity Number
2954791 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
 	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
HARRISBURG,   PA                17108-1181	 	 	 	
 		 	 	 	
 	 	City	State	Zip Code	                    	 	 	 	

 	 	 	 	 	 	 	 	 	

Fee: $52	 	 	Filed in the Department of State on JUN 04 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	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:
Brandywine TB VIII., 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	
 	 	14 Campus Boulevard, Suite 100	Newtown Square,	PA	19073	Delaware County	

 	 	(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: 	
 	 	 	
 	 	401 Plymouth Road, Suite 500, 	Plymouth Meeting,	PA	19462	Montgomery County	
 		
 	 	Number and street	City	State	Zip	County	
 	 	 	 	 	 	 	
 	 	(b) The registered office of the company shall be provided by: 	 	 	 	
 	 	 	 	 	 	
 	c/o							
 	 	Name of Commercial Registered Office Provider	 	 	County	

 	 	 	 	 	
 	 	 	 	 	
 	 	 	IN TESTIMONY WHEREOF, the undersigned company has caused this certificate to be signed by a duly authorized member or manager thereof this

31st day of May, 2002.

Brandywine TB VIII, L.L.C.
	 	
 	 	 	Name of Company

/s/ Brad A. Molotsky
	 	
 	 	 	Signature	 	

 	 	 	Brad A. Molotsky, Secretary
	 	
 	 	 	         Title	 	

Exhibit 3.142
BRANDYWINE TB VIII, L.L.C.
OPERATING AGREEMENT 
THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 28th day of July, 2000 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine TB VIII, L.L.C., a Pennsylvania limited liability company (the “Company”), and the Company. 
1.   Organization.  BOP hereby organizes the Company as a limited liability company under the Pennsylvania Limited Liability Company Law of 1994, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Organization to be prepared, executed and filed with the Department of State of the Commonwealth of Pennsylvania 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 Organization with the Department of State of the Commonwealth of Pennsylvania and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Dissolution with the Department 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 its Member(s), in its/their discretion, shall determine. 
5.   Management.  The Company shall be managed by the Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, Sr., President and Chief Executive Officer, Jeffrey F. Rogatz, Vice President and Assistant Secretary, Anthony A. Nichols, Jr., Vice President and Assistant Secretary, H. Jeffrey DeVuono, Vice President and Assistant Secretary, George Sowa, Vice President and Assistant Secretary, Mark Hamer, Vice President and Assistant Secretary, Brad A. Molotsky, Secretary of the Company and Barbara L. Yamarick, Vice President and Assistant Secretary. While serving in such capacities, Messrs. Nichols, Sweeney, Rogatz, Nichols, DeVuono, Sowa, Hamer, Molotsky and Ms. Yamarick 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney, Rogatz, Nichols, DeVuono, Sowa, Hamer, Molotsky and Ms. Yamarick. 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 Messrs. Nichols, Sweeney, Rogatz, Nichols, DeVuono, Sowa, Hamer, Molotsky and Ms. Yamarick as its agents.
6.   Limitation of Liability.  No person designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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. 
8.   Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the Commonweatlh of Pennsylvania without giving effect to the conflicts of law rules in that jurisdiction. 
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, Sr.	
 	 	Title: President and Chief Executive Officer	

Exhibit 3.143 
CERTIFICATE OF FORMATION 
OF 
A Limited Liability Company 
FIRST:	The name of the limited liability company is: Brandywine Trenton Urban Renewal, L.L.C.	

SECOND:	Its registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and its registered agent at such address is CORPORATION SERVICE COMPANY.	

 	 	
IN WITNESS WHEREOF, the undersigned, being the individual forming the Company, has executed, signed and acknowledged this Certificate of Formation this 6th day of March, 1998. 

 	Marcell G. Pace	 	
 	Authorized Person	 	
 
 	STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:50 PM 03/06/1998
981087999 - 2868279 	

 
CERTIFICATE OF AMENDMENT
OF
BRANDYWINE TRENTON URBAN RENEWAL L.L.C.
1.	The name of the limited liability company is Brandywine Trenton Urban Renewal, L.L.C.	
 	 	
2.	The Certificate of Formation of the limited liability company is hereby amended as follows:
See Exhibit A Attached hereto.	
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Brandywine Trenton Urban Renewal, L.L.C. this Twenty-Fourth day of March, 1999.

 		
 	Brad A. Molotsky, Secretary	
 
 	STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:50 PM 03/24/1999
991115574 - 2868279 	

  
BR ANDYWINE TRENTON URBAN RENEWAL L.L.C.
EXHIBIT A
 	For the purposes hereof,	
 	
          "Loan Agreement" means that certain Loan Agreement to be entered into between Brandywine Trenton Urban Renewal, L.L.C., Brandywine Berwyn SPE, L.P. and Merrill Lynch Mortgage Capital Inc.	

           "Debt" means the outstanding principal of the Loan and the Subordinate Loan (each as defined in the Loan Agreement) together with all interest accrued and unpaid thereon and all other sums (including Prepayment Consideration (as defined in the Loan Agreement)) due to Lender or the Subordinate Lender (each as defined in the Loan Agreement) under the Loan Agreement.	
 	
          Until such time as the Debt has been repaid, the company shall:	
 	
          (i)      not engage in any business or activity other than (a) owning, holding, selling, leasing, transferring, exchanging, operating and managing the Properties (as defined in the Loan Agreement") owned by the company (collectively, the "Trenton Properties") and (b) transacting any and all lawful business for which a limited liability company may be organized under Delaware law that is incident, necessary and appropriate to accomplish the foregoing;	
 	
          (ii)      not acquire or own any material assets other than the Trenton Properties and such incidental personal property as may be necessary for the operation of the Trenton Properties;	
 	
          (iii)      not merge into or consolidate with any person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender's consent;	
 	
          (iv)      observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, and qualification to do business in the state where the property subject to the Debt is located, if applicable, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of this Certificate of Organization;	
 	
          (v)      not own any subsidiary or make any investment in, any person or entity without the consent of Lender,	
          (vi)      not commingle its assets with the assets of any of its affiliates, members or of any other person or entity, participate in a cash management system with any other entity or person or fail to use its own separate stationary, invoices and checks;
          (vii)      other than the Debt, not incur any debt secured or unsecured, direct or contingent (including guaranteeing any obligations):

          (viii)      not become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due;	
 	
          (ix)      maintain its records, books of account and bank accounts separate and apart from those of the members and affiliates, and any other person or entity;	
 	
          (x)      not enter into any contract or agreement with any member or affiliate of the company except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any member affiliate of the company, or any member, general partner principal or affiliate thereof;	
 	
          (xi)     not seek the dissolution or winding up in whole, or in part, of the company;	
 	
          (xii)      correct any known misunderstandings regarding the separate identity of the company, member or affiliate thereof;	
 	
          (xiii)      not guarantee or become obligated for the debts of any other entity or person or hold itself out to be responsible for the debts of another person;	
 	
          (xiv)      not make any loans or advance to any third party, including any member or affiliate of the company, or any member, general partner, principal or affiliate thereof, and shall not acquire obligations or securities of any member or affiliate of the company, or any member, general partner, or affiliate thereof;	
 	 	
 	(xv)      file its own tax returns;	
 	
          (xvi)      hold itself out to the public as a legal entity separate and distinct from any other entity or person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that the company is responsible for the debts of any third party (including any member or affiliate of the company, or any member, general partner, principal or affiliate thereof);	
 	
          (xvii)      maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;	
          (xviii)      not file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors:
          (xiv)      not share any common logo with or hold itself out as or be considered as a department or division of (i) my member or affiliate of the company, or any affiliate, general partner, principal or member thereof or (ii) any other person or entity;
-2-

          (xv)      allocate fairly and reasonably any overhead expenses that are shared with an affiliate, including paying for office space and services performed by any employee of an affiliate;	
          (xvi)      not pledge its assets for the benefit of any other person or entity;
 	(xvii)      maintain a sufficient number of employees in light of its contemplated business operations; or	
 	
          (xviii)      not violate or cause to be violated the assumptions to be made with respect to the company in that certain substantive non-consolidation opinion letter delivered by the company's counsel in connection with the Debt and any subsequent non-consolidation opinion delivered in accordance with the terms and conditions of the Loan Agreement.	
-3-

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:25 PM 03/06/2000
001111735 - 2868279 	 	
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF FORMATION OF
BRANDYWINE TRENTON URBAN RENEWAL, L.L.C.
          This Certificate of Amendment to Certificate of Formation of Brandywine Trenton Urban Renewal, L.L.C. (the "Company") has been duly executed and is being filed by the undersigned authorized person pursuant to 6 Del C. §18-202	
 	 	 	
 	1.	The Certificate of Formation of the Company is hereby amended by deleting Section Second thereof in its entirety, and by substituting in lieu thereof a new Section Second:	
 	 	 	
 	 	"Second:    The address of the registered office of Brandywine Trenton Urban Renewal, L.L.C. in the State of Delaware, County of New Castle is c/o PHS Corporate Services, Inc., 1201 Market Street, Suite 1600, Wilmington, Delaware 19801."	
          IN WTTNESS WHEREOF, the undersigned authorized person has duly executed this Certificate of Amendment to Certificate of Formation as of February 29, 2000.
 	 	 	/s/ Jacqueline Y. Eastridge	 	
 	 	 	Jacqueline Y. Eastridge, Authorized Person	 	

CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF FORMATION
OF
BRANDYWINE TRENTON URBAN RENEWAL, L.L.C.
(Pursuant to 6 Del. C. Sec. 18-202)
          It is hereby certified that:
          1.   The name of the limited liability company (hereinafter called the "limited liability company") is Brandywine Trenton Urban Renewal, L.L.C.
          2.   The certificate of formation of the limited liability company is hereby amended by deleting Exhibit A to the Certificate of Amendment to the Certificate of Formation dated March 24, 1999.
Executed on: May 2, 2002
 	 	BRANDYWINE TRENTON URBAN RENEWAL, L.L.C.	
 	 	 	
 	BY: 		
 	 		
 	Name:	Brad A. Molotsky	
 	Title:	Secretary	
 
 	STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:40 PM 05/07/2002
020290760 - 2868279 	

Exhibit 3.144

AMENDED AND RESTATED
OPERATING AGREEMENT
OF
BRANDYWINE TRENTON URBAN RENEWAL, L.L.C.
A Delaware Limited Liability Company

 

               THIS AMENDED AND RESTATED OPERATING AGREEMENT (this "Agreement") is entered into as of this 6th day of May, 2002, by and among Brandywine Operating Partnership, L.P., a Delaware limited partnership ("BOP") currently the only admitted Member of Brandywine Trenton Urban Renewal, L.L.C., a Delaware limited liability company (the "Company") and BOP. Capitalized terms are defined in Article 7.
               WHEREAS, immediately prior to the date hereof, BOP and Brandywine SPE Corp., a Pennsylvania corporation ("Brandywine, SPE") are the members of Brandywine Trenton Urban Renewal, L.L.C., a Delaware limited liability company (the "Company") with BOP owning 100% of the economic interests in the Company; and
               WHEREAS, Brandywine SPE shall dissolve as of the date hereof, and will, accordingly, no longer be a member of the Company; and
               WHEREAS, the parties hereto desire to amend and restate, in its entirety, that certain Operating Agreement of the Company, dated March 6, 1998.
               NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound, the parties hereby agree as follows:
ARTICLE I
GENERAL PROVISIONS
               1.1.      Formation. On March 6, 1998, the Company was organized as a limited liability company under the Delaware Limited Liability Company Act pursuant to a Certificate of Organization filed with the Department of State of the State of Delaware on such date.
               1.2.      Name. The name of the Company is BRANDYWINE TRENTON URBAN RENEWAL, L.L.C. or such other name as the Member(s) from time to time may unanimously select.
               1.3.      Place of Business. The principal place of business of the Company shall be at 14 Campus Blvd., Suite 100, Newtown Square, PA 19073, or such other place as the Member(s) may from time to time designate. The Company may maintain such other offices at such other places as the Member(s) deem advisable.
               1.4.      Purpose. The purpose for which the Company is organized is, limited solely to transacting any and all lawful business for which a limited liability company may be organized under Delaware law.
               1.5.      Term. The term of the Company shall continue from this date until terminated by majority vote of its Member(s), at which time the Member(s) shall file a Certificate of Dissolution with the Department of State of the State of Delaware.

ARTICLE 2
MANAGEMENT
               2.1.      Management and Control. Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman, Gerard H. Sweeney, Sr., President and Chief Executive Officer, Anthony A. Nichols, Jr., Vice President and Assistant Secretary, H. Jeffrey DeVuono, Vice President and Assistant Secretary, George Sowa, Vice President and Assistant Secretary. Brad A. Molotsky, Secretary of the Company and Barbara Yamarick, Vice President and Assistant Secretary. While serving in such capacities, Messrs. Nichols, Sweeney, Nichols, DeVuono, Sowa, Molotsky and Ms. Yamarick 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney, Nichols, DeVuono, Sowa, Molotsky and Ms. Yamarick. 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 Nichols, Sr., Sweeney, Molotsky, Nichols, Jr., DeVuono, Sowa, and Yamerick as its agents.
ARTICLE 3
MISCELLANEOUS
               3.1.      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.
               3.2.      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.
               3.3.      Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Member(s) and their respective successors, heirs, and to the extent permitted, transfers and assigns.
               3.4.      Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.
               3.5.      Notice. Notices to the Member(s) 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 Member to the Company or mailed via any reliable overnight courier service.
-2-

               3.6.      Execution of Documents. The Member(s) 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. 
               3.7.      Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement. 
               3.8.      Additional Members. Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Limited Liability Company Agreement may not be modified or amended except by a written agreement signed by BOP
               3.9.      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)
-3-

          IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.
 	MEMBER:	
 	 	 	
 	BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	 	 	
 	By:	BRANDYWINE REALTY TRUST, 
Its General Partner	

 	By:	/s/ Gerard H. Sweeney	
 	 		
 	 	President and Chief Executive Officer	
 	 	 	
 	WITHDRAWING MEMBER:	
 	 	 	
 	BRANDYWINE SPE CORP.	
 	 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	 	President and Chief Executive Officer	
 	 	 	
 	BRANDYWINE TRENTON URBAN RENEWAL, L.L.C.	
 	 	 	
 	By:	/s/ Gerard H. Sweeney	
 	 		
 	 	President and Chief Executive Officer	
-4-

Exhibit 3.145
Microfilm Number_________	 	 	Filed with the Department of State on NOV 19 1997	 	
 	 	 	 	 	
Entity Number 2785620	 	 	XXXXXX
	 	
 	 	 	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: Brandywine Witmer, 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:	
 	 	
 	(a)	16 Campus Blvd. Suite 150,	Newtown Square Corporate Campus,	PA	19073	Delaware	
 	 		
 	 	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	
 	 	
 	Jacqueline Y. Eastridge, c/o Pepper, Hamilton & Scheetz LLP	
 		
 	3000 Two Logan Square, 18th and Arch Sts. 
Philadelphia, PA 19103-2799	

 		
 	 	 	 	 	 	 	
4.	XXXXXX 	 	 	 	 	 	
 	 	 	 	 	 	 	
5.	XXXXXX 	 	 	 	 	 	
 	 	 	 	 	 	 	
6.	The specified effective date, if any is:	N/A	 	
 	 		 	
 	 	month	day	year	hour, if any	 	
 	 	
7.	XXXXXX	

 	PA DEPT. OF STATE	
 		
 	NOV 19 1997	

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

DSCB:15-8913 (Rev 95)-2 
IN TESTIMONY WHEREOF, the organizer(s) has (have) signed this Certificate of Organization this 17th day of November, 1997. 
/s/ Jacqueline Y. Eastridge	 	 	 	 	
	 	 	  	 	
(Signature)	 	 	 	 	
Jacqueline Y. Eastridge	 	 	 	 	

	 	 	  	 	
(Signature)	 	 	 	 	

	 	 	 	 	
(Signature)	 	 	 	 	

 
 	PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU	 	

 	Entity Number	Certificate of Change of Registered Office
Limited Liability Company
(15 Pa.C.S. § 8906)	 	
 	 		 	
 	2785620		 	
 	 	 	 	 	 	 	 	 	
 	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: $52	 	 	Filed in the Department of State on Jun 04 2002	 	
 	 	 	 	 	
 	 	 	XXXXXX	 	
 	 	 		 	
 	 	 	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:
Brandywine Witmer, 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	
 	 	14 Campus Boulevard, Suite 100	Newtown Square	PA 	19073 	Delaware County	

 	 	(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:	
 	 	 	
 	 	401 Plymouth Road, Suite 500	Plymouth Meeting	PA 	19462 	Montgomery County	
 		
 	 	Number and street	City	State	Zip	County	
 	 	 	 	 	 	 	
 	 	(b)   The registered office of the company shall be provided by:	
 	 	 	 	 	 	 	
 	c/o:	 	 	 	 	 	
 		
 	 	        Name of Commercial Registered Office Provider  	 	County	

 

 	 	 	IN TESTIMONY WHEREOF, the undersigned company has caused this certificate to be signed by a duly authorized member or manager thereof this

31st day of May, 2002.

Brandywine Witmer, L.L.C.
	 	
 	 	 	Name of Company

/s/ Brad A. Molotsky
	 	
 	 	 	Signature
  	 	
 	 	 	Brad A. Molotsky, Secretary	 	
 	 	 		 	
 	 	 	Title	 	

Exhibit 3.146
BRANDYWINE WITMER, LLC 
OPERATING AGREEMENT 
THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 19th day of November, 1997 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine Witmer, LLC, a Pennsylvania limited liability company (the “Company”), and the Company. 
1.   Organization.  BOP organizes the Company as a limited liability company under the Pennsylvania Limited Liability Company Law of 1994, and the provisions of this Agreement and, for that purpose, has caused a Certificate of Organization to be prepared, executed and filed with the Department of State of the Commonwealth of Pennsylvania 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 Organization with the Department of State of the Commonwealth of Pennsylvania and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Dissolution with the Department 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 its Member(s), in its/their discretion, shall determine. 
5.   Management.  The Company shall be managed by its Member(s). BOP hereby designates as its agents Anthony A. Nichols, Sr., Chairman of the Board, Gerard H. Sweeney, President and Chief Executive Officer, and Mark S. Kripke, Secretary of the Company. While serving in such capacities, Messrs. Nichols, Sweeney and Kripke 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Nichols, Sweeney and Kripke. 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 Messrs. Nichols, Sweeney and Kripke as its agents. 
6.   Limitation of Liability.  No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement. 

7.   Additional Members.  Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Operating Agreement may not be modified or amended except by a written agreement signed by BOP. 
8.   Governing Law.  This Operating 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. 
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 	
 	 	 	
 	 	/s/ Gerard H. Sweeney	
 	By:		
 	 	President and Chief Executive Officer	
-2-

Exhibit 3.147
 	STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:05 PM 11/23/1999
991501762 – 3130929	
CERTIFICATE OF FORMATION 

OF 

A Limited Liability Company 
FIRST:	The name of the limited liability company is:
Christiana Center Operating Company III LLC	
 	 	
SECOND: 	Its registered office in the State of Delaware is to be located at 1201 Market Street, Suite 1600 in the City of Wilmington, County of New Castle, 19801, and its registered agent at such address is PHS Corporate Services, Inc.	
IN WITNESS WHEREOF, the undersigned, being the individual forming the Company, has executed, signed and acknowledged this Certificate of Formation this 23rd day of November, 1999.

/s/ Jacqueline Y. Eastridge	 	 	 	
	 	  	 	
 Jacqueline Y. Eastridge 
Authorized Person 	 	 	 	

________________________________________
AMENDED AND RESTATED
OPERATING AGREEMENT
OF
CHRISTIANA CENTER OPERATING COMPANY III LLC
A Delaware Limited Liability Company
________________________________________

     THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) is entered into as of this 1st day of July, 2002, by Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”) currently the only admitted Member of Christiana Center Operating Company III, LLC, a Delaware limited liability company (the “Company”.
     WHEREAS, immediately prior to the date hereof, BOP, a Class A Member and Gender Road Joint Venture, a Delaware general partnership, a Class B Member (“Gender Road”) were the members of the Company; and
     WHEREAS, as of the date hereof, Gender Road’s entire interest in the company has been redeemed and, accordingly, BOP owns 100% of the Company; and 
     WHEREAS, the parties hereto desire to amend and restate, in its entirety, that certain Operating Agreement of the Company, dated December 29, 1999.
     NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound, the parties hereby agree as follows:
ARTICLE 1     
GENERAL PROVISIONS	
 	
       1.1.     Formation. On November 23, 1999, the Company was organized as a limited liability company under the Delaware Limited Liability Company Act pursuant to a Certificate of Organization filed with the Department of State of the State of Delaware on such date.	
 	
       1.2.     Name. The name of the Company is CHRISTIANA CENTER OPERATING COMPANY III LLC or such other name as the Member(s) from time to time may unanimously select.	
 	
       1.3.     Place of Business. The principal place of business of the Company shall be at 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, or such other place as the Member(s) may from time to time designate. The Company may maintain such other offices at such other places as the Member(s) deem advisable.	
 	
       1.4.     Purpose. The purpose for which the Company is organized is, limited solely to transacting any and all lawful business for which a limited liability company may be organized under Delaware law.	
 	
       1.5.      Term. The term of the Company shall continue from this date until terminated by majority vote of its Member(s), at which time the Member(s) shall file a Certificate of Dissolution with the Department of State of the State of Delaware.	

 
ARTICLE 2     
MANAGEMENT	
 	
       2.1.     Management and Control. Management. The Company shall be managed by its Member(s). BOP hereby designates as its agents Gerard H. Sweeney, President and Chief Executive Officer, Anthony A. Nichols, Jr., Vice President and Assistant Secretary, H. Jeffrey DeVuono, Vice President and Assistant Secretary, George Sowa, Vice President and Assistant Secretary, Brad A. Molotsky, Secretary of the Company and Barbara Yamarick, Vice President and Assistant Secretary. While serving in such capacities, Messrs., Sweeney, Nichols, DeVuono, Sowa, Molotsky and Ms. Yamarick 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by BOP shall not cause BOP to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Sweeney, Nichols, DeVuono, Sowa, Molotsky and Ms. Yamarick. 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 Sweeney, Molotsky, Nichols, Jr., DeVuono, Sowa, and Yamerick as its agents.	
 	
ARTICLE 3     
MISCELLANEOUS	
 	
       3.1.     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.	
 	
       3.2.     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.	
 	
       3.3.     Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Member(s) and their respective successors, heirs, and to the extent permitted, transfers and assigns.	
 	
       3.4.     Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.	
 	
       3.5.     Notice. Notices to the Member(s) 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 Member to the Company or mailed via any reliable overnight courier service.	
-2-

     3.6.     Execution of Documents. The Member(s) 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.	
	 	
     3.7.     Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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 Operating Agreement.	
	 	
     3.8.     Additional Members. Additional Members shall be admitted only upon the written agreement of BOP. The terms and conditions of this Limited Liability Company Agreement may not be modified or amended except by a written agreement signed by BOP	
	 	
     3.9.     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)
-3-

          IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the day first above written.
 	MEMBER:	
 	 	 	
 	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 and Chief Executive Officer	

 	CHRISTIANA CENTER OPERATING COMPANY III, 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 and Chief Executive Officer	
[Signatures continued on following page]
-4-

 	The following signatory, Gender Road Joint Venture, hereby executes this document solely to confirm that it's membership interest in the Company has been redeemed as of the date hereof:	

 	 	REDEEMED INTEREST MEMBER: 	
 	 	 	 	
 	 	GENDER ROAD JOINT VENTURE, a Delaware partnership	
 	 	 	 	
 	 	 	By:___________________________	
 	 	 	Name: Brock J. Vinton, Managing Venturer	
-5-

CERTIFICATE OF FORMATION
OF
e-Tenants.com LLC 
This Certificate of Formation of e-Tenants.com LLC (the “Limited Liability Company”) has been duly executed and is being filed by the undersigned authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.). 
FIRST:	The name of the limited liability company is:
e-Tenants.com LLC	
 	 	
SECOND:	Its registered office in the State of Delaware is to be located at 1201 Market Street, Suite 1600 in the City of Wilmington, County of New Castle, 19801, and its registered agent at such address is PHS Corporate Services, Inc.	
IN WITNESS WHEREOF, the undersigned, being the individual forming the Company, has executed, signed and acknowldeged this Certificate of Formation this 4th day of April 2000.
/s/ Jacqueline Y. Eastridge	
	
Jacqueline Y. Eastridge	
Authorized Person 	

 	STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:25 PM 04/04/2000
001170819 – 3206338 	

 
 	STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:20 PM 01/22/2002
020040852– 3206338 	
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF FORMATION
OF
e-Tenants.com LLC 
It is hereby certified that:
1.   The name of the limited liability company (hereinafter called the “limited liability company”) is e-Tenants.com LLC.
2.   The certificate of formation of the limited liability company is hereby amended by striking out Article First thereof and by substituting in lieu of said Article First the following new Article:
First:   The name of the limited liability company is e-Tenants LLC
 	e-Tenants.com LLC 	
 	 	
 	By:	/s/ Brad A. Molotsky 	
 	 		
 	Name :	Brad A. Molotsky 	
 	Title:	Secretary	
Executed on January 15, 2002.

Exhibit 3.150
E-TENANTS.COM LLC
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
          THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is entered into as of this 30th day of December, 2000 by and between e-Tenants.com Holding, LP, a Pennsylvania limited partnership ("Holding"), currently the only admitted Member of e-Tenants.com LLC., a Delaware limited liability company (the "Company"), and the Company.
          i.      Organization. Holding has organized the Company as a limited liability company under the Delaware Limited Liability Company Act and has caused a Certificate of Formation to be prepared, executed and filed in the office of the Secretary of State of the State of Delaware.
          ii.      Purpose. The Company has been 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 in the office of the Secretary of State of the State of Delaware and shall continue until terminated by majority vote of its Member(s), at which time the then existing Member(s) shall file a Certificate of Cancellation in the office of the Secretary of State of the State of Delaware.
          4.      Management. The Company shall be managed by its Member(s). Holding hereby designates as its agents Gerard H. Sweeney, Sr., President and Chief Executive Officer, Barbara L. Yamarick, Vice President, and Brad A. Molotsky, Secretary. While serving in such capacities, Messrs. Sweeney, Sr. and Molotsky and Ms. Yamarick 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 its Member(s), and shall make such reports of the affairs of the Company to the Member(s) as such Member(s) may require. Such designation by Holding shall not cause Holding to cease to be a Member of the Company, nor shall such designation be deemed to confer Member status, rights or interests upon Messrs. Sweeney, Sr. and Molotsky and Ms. Yamarick. Such designation notwithstanding, Holding retains the power and authority to manage and control the business and affairs of the Company, including the right to remove and replace Messrs. Sweeney, Sr. and Molotsky and Ms. Yamarick as its agents.
          5.      Limitation of Liability. No agent designated pursuant to this Agreement shall be liable, responsible or accountable, in damages or otherwise, to any Member 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.

          6. Additional Members. Additional Members shall be admitted only upon the written agreement of Holding. The terms and conditions of this Limited Liability Company Agreement may not be modified or amended except by a written agreement signed by Holding.
          7.      Governing Law. This Limited Liability Company 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.
          8.      Miscellaneous. This Agreement amends and restates the original Limited Liability Company Agreement dated as of April 4, 2000 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership ("BOP") and the Company, and reflects the assignment by BOP of it's entire right, title and interest in the Company to Holding as of the date hereof.
          IN WITNESS WHEREOF, the undersigned has, through its duly authorized representative, set its hand as of the date first written above.
 	 	 	 	 	 	e-Tenants.com Holding, L.P.	
 	 	 	 	 	 	 	
 	 	 	 	 	 	By: BRANDYWINE OPERATING PARTNERSHIP, L.P., general partner	
 	 	 	 	 	 	
 	 	 	 	 	By: /s/ Gerard H. Sweenev	
 	 	 	 	 	 	Name: Gerard H. Sweeney, Sr.	
 	 	 	 	 	 	Title: President and Chief Executive Officer	
 	 	 	 	 	 	 	
 	 	 	 	 	 	e-Tenants.com LLC	
 	 	 	 	 	 	
 	 	 	 	 	By: /s/ Gerard H. Sweeney	
 	 	 	 	 	 	Name: Gerard H. Sweeney, Sr.	
 	 	 	 	 	 	Title: President and Chief Executive Officer	

Exhibit 3.151
CERTIFICATE OF FORMATION 
OF 
BRANDYWINE GREENTREE V, LLC 
1.   The name of the limited liability company is Brandywine Greentree V, 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 Greentree V, LLC effective as of this 14th day of July, 2004. 

 	Heather L. Reid	 	
 	Authorized Person 	 	

Exhibit 3.152
BRANDYWINE GREENTREE V, LLC 
OPERATING AGREEMENT 
THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this ____ day of July, 2004 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), the only admitted Member of Brandywine Greentree V, 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 o State of the Sate of Delaware and shall continue until terminated by majority vote of its Member(s), at which time the then Member(s) 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 its Member(s), in its/their discretion, shall determine. 
5.   Management.  The Company shall be managed by the Member. The Member 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 the Member, and shall make such reports of the affairs of the Company to the Member as the Member may require. Such designation by the Member 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, the Member 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 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. 
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. 
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	
-2-

Exhibit 3.153
CERTIFICATE OF FORMATION 
OF 
BRANDYWINE GRANDE B, LLC 
1.  The name of the limited liability company is: Brandywine Grande B, 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 Grande B, LLC effective as of this 15th day of June, 2004. 
 	/s/ Heather L. Reid	
 		
 	Heather L. Reid	
 	Authorized Person	

Exhibit 3.154
BRANDYWINE GRANDE B, LLC 
OPERATING AGREEMENT 
THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this ____ day of June, 2004 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), the only admitted Member of Brandywine Grande B, 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 majority vote of its Member(s), at which time the then Member(s) 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 its Member(s), in its/their discretion, shall determine. 
5.   Management.  The Company shall be managed by the Member. The Member 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 the Member, and shall make such reports of the affairs of the Company to the Member as the Member may require. Such designation by the Member 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, the Member 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 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. 
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. 
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	
-2-

Exhibit 4.1
===================================================================== 
BRANDYWINE REALTY TRUST
FORM OF COMMON SHARE WARRANT AGREEMENT

Dated as of ______________
=====================================================================

FORM OF COMMON SHARE WARRANT AGREEMENT
          This Agreement is made as of [ ], by and between Brandywine Realty Trust Corp., a Maryland real estate investment trust (the “Company”), and [ ] (the “Holder”).
          WHEREAS, the Company desires to issue the Holder warrants (the “Warrants”) entitling the Holder to purchase an aggregate of [ ] common shares of beneficial interest of the Company, par value $0.01 per share (“Common Shares”). The Common Shares issuable upon exercise of the Warrants are referred to as the “Warrant Shares;” and
          WHEREAS, the Company desires to enter into this Agreement to set forth the terms and conditions of the Warrants and the rights of the holders thereof;
          NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties hereto agree as follows: 
ARTICLE I     
ISSUANCE, EXECUTION, EXPIRATION
AND TRANSFER OF WARRANT CERTIFICATES 	
 	 	
 	     Section 1.01.      Form of Warrant Certificates. The Warrants shall be evidenced by certificates in temporary or definitive fully registered form (the “Warrant Certificates”) substantially in the form of Exhibit A and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange, or to conform to usage, or as consistently herewith may be determined by the officers executing such Warrant Certificates as evidenced by their execution of the Warrant Certificates. Each Warrant Certificate shall evidence the right, subject to the provisions of this Agreement and of the Warrant Certificate, to purchase the number of Common Shares stated therein, adjusted as provided for in Article III hereof, upon payment of the Exercise Price (as defined in Section 2.01).	
 	 	
 	     Section 1.02.      Execution of Warrant Certificates. Each Warrant Certificate, whenever issued, shall be dated as of the date of signature thereof by the Company either upon initial issuance or upon exchange, substitution or transfer, shall be signed manually by, or bear the facsimile signature of, the Chairman of the Board or the President or a Treasurer or a Vice President of the Company, shall have the Company’s seal or a facsimile thereof affixed or imprinted thereon and shall be attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. In case any officer of the Company whose manual or facsimile signature has been placed upon any Warrant Certificate shall have ceased to be such before such Warrant Certificate is issued, it may be issued with the same effect as if such officer had not ceased to be such at the date of issuance. Any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. 	
 	 	
 	     Section 1.03.      Issuance, Delivery and Registration of Warrant Certificates. The Company shall issue and deliver, at the closing of the sale of the Initial Shares to the Underwriters as provided in the Underwriting Agreement, to the Representative or its designees, a Warrant Certificate representing the Warrants, in substantially the form of Exhibit A. Additionally, the Company shall sign and deliver Warrant Certificates upon exchange, transfer or substitution for one or more previously signed Warrant Certificates as hereinafter provided. The Company shall maintain books for the registration of transfer and registration of Warrant Certificates (the “Warrant Register”).	
-1-

 	 	
 	     Section 1.04.      Transfer and Exchange of Warrant Certificates. The Company, from time to time, shall register the transfer of any outstanding Warrant Certificates in the Warrant Register upon surrender at the principal office of the Company of Warrant Certificates accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the Warrantholder or the Warrantholder’s attorney duly authorized in writing, and evidence, satisfactory to the Company, of compliance with the provisions of this Section 1.04. Upon any such registration of transfer, a new Warrant Certificate shall be signed by the Company and issued to the transferee and the surrendered Warrant Certificate shall be canceled by the Company. Warrant Certificates may be exchanged at the option of the holder thereof, upon surrender, properly endorsed, at the principal office of the Company, with written instructions, for other Warrant Certificates signed by the Company entitling the registered holder thereof, subject to the provisions thereof and of this Agreement, to purchase in the aggregate a like number of Common Shares as the Warrant Certificate so surrendered. The Company may require the payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such exchange or transfer.	
 	
ARTICLE II     
COMMON SHARES ISSUABLE, 
EXERCISE PRICE, EXPIRATION DATE AND EXERCISE OF WARRANTS	
 	 	
 	     Section 2.01.      Warrant Shares Issuable; Exercise Price; Expiration Date. Each Warrant Certificate shall entitle the registered holder thereof, subject to the provisions thereof and of this Agreement, to purchase from the Company at any time from [ ], the effective date (the “Effective Date”) of the registration statement (No. 333- ) filed by the Company on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”) to the close of business on the [ ] anniversary of such date (or, if such date is not a Business Day (as defined below), the first following Business Day) the number of Common Shares stated therein, adjusted as provided in Article III, upon payment of $[ ] per share, adjusted as provided in Article III. Such price, as in effect from time to time as provided in Article III, is referred to as the “Exercise Price.” Each Common Share issuable upon exercise of a Warrant is referred to as a “Warrant Share.” Each Warrant not exercised during the period set forth above shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease, at the end of such period. For purposes of this Agreement, the term “Business Day” means any day of the week other than a Saturday, Sunday or a day which in the City of New York or in the city in which the principal office of the Company is located shall be a legal holiday or a day on which banking institutions are authorized or required by law to close.	
 	 	
 	     Section 2.02.      Exercise of Warrants. (a) Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrants at the principal office of the Company, with the Election to Exercise form set forth on the reverse of the Warrant Certificate duly completed and signed, and by paying in full to the Company (i) in cash, or (ii) by certified or official bank check, or (iii) by any combination of the foregoing, the Exercise Price for each Warrant Share as to which Warrants are then being exercised and any applicable taxes, other than taxes that the Company is required to pay hereunder. A Warrantholder may exercise such holder’s Warrant for the full number of Warrant Shares issuable upon exercise thereof or any lesser number of whole Warrant Shares.	
-2-

 	 	 	
 	 	          (b)     As soon as practicable after the exercise of any Warrants and payment by the Warrantholder of the full Exercise Price for the Warrant Shares as to which such Warrants are then being exercised, the Company shall requisition from the transfer agent of the Common Shares and deliver to or upon the order of such Warrantholder a certificate or certificates for the number of full Warrant Shares to which such Warrantholder is entitled, registered in the name of such Warrantholder or as such Warrantholder shall direct. Fractional Warrant Shares that otherwise would be issuable in respect of such exercise shall be paid in cash as provided in Section 2.03, and the number of Warrant Shares issuable to such Warrantholder shall be rounded down to the next nearest whole number. If such Warrant Certificate shall not have been exercised in full, the Company will issue to such Warrantholder a new Warrant Certificate exercisable for the number of Common Shares as to which such Warrant shall not have been exercised. The Company will cancel all Warrants so surrendered.	
 	 	 	
 	 	          (c)     Each person in whose name any such certificate for Warrant Shares is issued shall for all purposes be deemed to have become the holder of record of such Warrant Shares on the date on which the Warrant Certificate was surrendered to the Company and payment of the Exercise Price and any applicable taxes was made to the Company, irrespective of the date of delivery of such certificate for Warrant Shares.	
 	 	 	
 	 	          (d)     All Warrant Shares will be duly authorized, validly issued, fully paid and nonassessable. The Company will pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares. The Company will not be required, however, to pay any tax imposed in connection with any transfer involved in the issue of the Warrant Shares in a name other than that of the Warrantholder. In such case, the Company will not be required to issue any certificate for Warrant Shares until the person or persons requesting the same shall have paid to the Company the amount of any such tax or shall have established to the Company’s satisfaction that the tax has been paid or that no tax is due.	
 	 	 	
 	 	          (e)     The Warrant Shares issued upon exercise of any Warrant shall be subject to the restrictions and limitations on ownership contained in the Company’s Declaration of Trust, as amended from time to time. 	
 	 	
 	     Section 2.03.      No Fractional Shares to Be Issued. If more than one Warrant Certificate shall be surrendered for exercise at one time by the same holder, the number of Warrant Shares which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of Warrants so surrendered. The Warrantholders, by their acceptance of the Warrant Certificates, expressly waive their right to receive any fraction of a Warrant Share or a share certificate representing a fraction of a Warrant Share. In lieu thereof, the Company will purchase such fractional interest for an amount in cash equal to the current market value of such fractional interest, as reasonably determined by the Board of Trustees of the Company.	
-3-

 	 	
 	     Section 2.04.      Cancellation of Warrants. The Company shall cancel any Warrant Certificate delivered to it for exercise, in whole or in part, or delivered to it for transfer, exchange or substitution, and no Warrant Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall destroy canceled Warrant Certificates. If the Company shall acquire any of the Warrants, such acquisition shall not operate as a redemption or termination of the right represented by such Warrants unless and until the Warrant Certificates evidencing such Warrants are surrendered to the Company for cancellation.	
 	
ARTICLE III     
ADJUSTMENT OF EXERCISE PRICE; MERGER, ACQUISITION, ETC.;
RESERVATION OF COMMON SHARES PAYMENT OF TAXES 	
 	 	
 	     Section 3.01.      Adjustment of Exercise Price and Number of Warrant Shares. The Exercise Price shall be subject to adjustment from time to time as provided in this Article III. After each adjustment of the Exercise Price, each Warrantholder shall at any time thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant to the provisions of such Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.	
 	 	
 	     Section 3.02.      Share Dividends. If the Company shall declare a dividend or any other distribution upon any shares of beneficial interest which is payable in Common Shares or securities convertible into Common Shares, the Exercise Price shall be reduced to the quotient obtained by dividing (i) the number of Common Shares outstanding immediately prior to such declaration multiplied by the then effective Exercise Price by (ii) the total number of Common Shares outstanding immediately after such declaration. 	
 	 	
 	     Section 3.03.      Share Splits and Reverse Share Splits. If the Company shall subdivide its outstanding Common Shares into a greater number of shares, the Exercise Price shall be proportionately reduced and the number of Warrant Shares issuable upon exercise of each Warrant shall be proportionately increased. If the Company shall combine the outstanding Common Shares into a smaller number of shares, the Exercise Price shall be proportionately increased and the number of Warrant Shares issuable upon exercise of each Warrant shall be proportionately decreased.	
 	 	
 	     Section 3.04.      Reorganizations and Asset Sales. If any reorganization or reclassification of the Company, or any consolidation or merger of the Company with another trust or corporation, or the sale of all or substantially all of the assets of the Company shall be effected in such a way that the holders of the Common Shares shall be entitled to receive securities or assets with respect to or in exchange for Common Shares, adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder shall have the right to receive, upon the terms and conditions specified herein and in lieu of the Warrant Shares otherwise receivable upon the exercise of such Warrants, such securities or assets as may be issued or payable with respect to or in exchange for the number of outstanding Common Shares equal to the number of Warrant Shares otherwise receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such case appropriate provision shall be made with respect to the rights and interests of such Warrantholder so that the provisions of this Agreement shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor entity resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants the obligation to deliver to such holder such securities or assets as such holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.	
-4-

 	 	
 	     Section 3.05.      Covenant to Reserve Shares for Issuance on Exercise.(a) The Company will cause an appropriate number of Common Shares to be duly and validly authorized and reserved and will keep available out of its authorized Common Shares, solely for the purpose of issue upon exercise of Warrants as herein provided, the full number of Common Shares, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all Common Shares that shall be so issuable shall be duly and validly issued and, upon payment of the Exercise Price, fully paid. If at any time the number of authorized but unissued Common Shares shall not be sufficient for such purpose, the Company will take such action as, in the opinion of its counsel, may be necessary to increase its authorized but unissued Common Shares to such number of shares as shall be sufficient for such purpose. Prior to the issuance of any Warrant Shares, the Company shall secure the listing of such Warrant Shares upon any securities exchange upon which Common Shares are then listed, if any.	
 	 	 	
 	 	          (b)     The Company hereby authorizes and directs its current and future transfer agents for the Common Shares at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will supply such transfer agents with duly executed share certificates for such purposes. Promptly after the date of expiration of the Warrants, no shares shall be reserved in respect of such Warrants.	
 	 	
 	     Section 3.06.      Statements on Warrants. The form of Warrant Certificate need not be changed because of any adjustment made pursuant to this Article III, and Warrant Certificates issued after such adjustment may state the same Exercise Price and the same number of Common Shares as are stated in the Warrant Certificates initially issued pursuant to this Agreement. The Company, however, may at any time in its sole discretion (which shall be conclusive) make any change in the form of Warrant Certificate that it may deem appropriate and that does not affect the substance thereof; and any Warrant Certificates thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may be in the form as so changed.	
 	 	
 	     Section 3.07.      Notice of Change in Securities Issuable, etc. Whenever the securities issuable or deliverable in exchange for Warrants are changed pursuant to this Article III, the Company promptly shall mail to each Warrantholder a notice, executed by its president or chief financial officer, setting forth in reasonable detail the facts requiring the change and specifying the effective date of such change and the number or amount of, and describing the shares or other securities issuable or deliverable in exchange for, each Warrant as so changed. Failure to publish such notice, or any defect in such notice, shall not affect the legality or validity of any such change.	
-5-

 	     Section 3.08.      References to Common Shares. Unless the context otherwise indicates, all references to Common Shares in this Agreement and in the Warrant Certificates, in the event of a change under this Article III, shall be deemed to refer also to any other securities issuable or deliverable in exchange for Warrants pursuant to such change.	
 	
ARTICLE IV     
OTHER PROVISIONS RELATING 
TO RIGHTS OF HOLDERS OF WARRANTS	
 	 	
 	     Section 4.01.      No Rights as Shareholders. Nothing contained in this Agreement or in any Warrant Certificate shall be construed as conferring on any Warrantholder any rights whatsoever as a shareholder of the Company, including the right to vote at, or to receive notice of, any meeting of shareholders of the Company; nor shall the consent of any such holder be required with respect to any action or proceeding of the Company; nor shall any such holder, by reason of the ownership or possession of a Warrant or the Warrant Certificate representing the same, either at, before or after exercising such Warrant, have any right to receive any cash dividends, stock dividends, allotments or rights, or other distributions (except as specifically provided herein), paid, allotted or distributed or distributable to the shareholders of the Company prior to the date of the exercise of such Warrant, nor shall such holder have any right not expressly conferred by such holder’s Warrant or Warrant Certificate.	
 	 	
 	     Section 4.02.      Mutilated or Missing Warrant Certificates. If any Warrant Certificate is lost, stolen, mutilated or destroyed, the Company in its discretion may issue, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, upon receipt of a proper affidavit or other evidence satisfactory to the Company (and surrender of any mutilated Warrant Certificate) and bond of indemnity in form and amount and with corporate surety satisfactory to the Company in each instance protecting the Company, a new Warrant Certificate of like tenor and exercisable for an equivalent number of Common Shares as the Warrant Certificate so lost, stolen, mutilated or destroyed. Any such new Warrant Certificate shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant Certificate at any time shall be enforceable by anyone. An applicant for such a substitute Warrant Certificate also shall comply with such other reasonable regulations and pay such other reasonable charges as the Company may prescribe. All Warrant Certificates shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement of lost, stolen, mutilated or destroyed Warrant Certificates, and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable instruments or other securities without their surrender.	
 	 	
 	     Section 4.03.      Liquidation, Merger, etc.; Notice to Warrantholders. If: 	
-6-

 	 	          (a)     the Company shall authorize the issuance to all holders of Common Shares of rights or warrants to subscribe for or purchase shares of beneficial interest of the Company or of any other subscription rights or warrants; or	
 	 	 	
 	 	          (b)     the Company shall authorize the distribution to all holders of Common Shares of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of current earnings, retained earnings or earned surplus or dividends payable in Common Shares); or	
 	 	 	
 	 	          (c)     there shall be proposed any consolidation or merger to which the Company is to be a party and for which approval of the holders of Common Shares is required, or the conveyance or transfer of the properties and assets of the Company substantially as an entirety, or such other merger or transaction described in Section 3.04 hereof; or	
 	 	 	
 	 	          (d)     there shall be proposed the voluntary or involuntary dissolution, liquidation or winding up of the Company;	
the Company shall cause to be given to each Warrantholder, by first-class mail, postage prepaid, a written notice stating (i) the date as of which the holders of record of Common Shares to be entitled to receive any such rights, warrants or distribution are to be determined or (ii) the date on which any consolidation, merger, conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of record of Common Shares shall be entitled to exchange the shares for securities or other property, if any, deliverable upon the consolidation, merger, conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding up. Such notice shall be filed and mailed in the case of a notice pursuant to (i) above at least ten calendar days before the record date specified and in the case of a notice pursuant to clause (ii) above at least 20 calendar days before the earlier of the dates specified. From the time notice is required to be given pursuant to this Section 4.03, the holders of Warrants shall be entitled to exercise such Warrants regardless of the provisions of Section 2.01. Unless assumed by the survivor or successor entity resulting from any transaction described in Section 4.03(c) hereof, the Warrants shall expire and be of no further force or effect upon consummation of such transaction.
ARTICLE V     
MISCELLANEOUS	
 	 	
 	     Section 5.01.      Registration of Warrant Shares. (a) If, at any time prior to the close of business on the [ ] anniversary of the Effective Date, there is no registration statement in effect for the Warrant Shares, the Company, upon the written request of holders of Warrants and of Warrant Shares representing an aggregate of 50% or more of the Warrant Shares, will file with the Securities and Exchange Commission under the Securities Act, such registration statements and amendments thereto and such other filings as may be required to permit the public offering and sale of such Warrant Shares in compliance with the Securities Act. The Company shall be required to register Warrant Shares no more than once pursuant to this Section 5.01(a).	
 	 	 	
 	 	          (b)     Each such holder shall pay the underwriting discount attributable to such holder’s Warrant Shares, any transfer tax payable with respect thereto and the fees and expenses of such holder’s counsel. All other expenses of registration under Section 5.01(a) or Section 5.01(b) shall be borne by the Company.	
-7-

 	 	          (c)     The Company will agree to indemnify the holders of Warrant Shares that are included in a registration statement or amendments to existing registration statements pursuant to this Section 5.01 substantially to the same extent as the Company has agreed to indemnify the Underwriters in the Underwriting Agreement and such holders will agree to indemnify the Company and any underwriter with respect to information furnished by them in writing to the Company for inclusion therein substantially to the same extent as the Underwriters have indemnified the Company in the Underwriting Agreement.	
 	 	 	
 	 	          (d)     If the offering pursuant to any registration statement provided for herein is made through underwriters, the Company will enter into an underwriting agreement in customary form and indemnify, in customary form, such underwriters and each person who controls any such underwriter within the meaning of the Securities Act. Such underwriting agreement shall contain provisions for the indemnification of the Company in customary form, provided that the aggregate amount that may be recovered from any such underwriter pursuant to such provisions shall be limited to the total price at which the Warrant Shares purchased by any such underwriter under such underwriting agreement were offered to the public. 	
 	 	
 	     Section 5.02.      Enforcement of Warrant Rights. All rights of action are vested in the respective Warrantholders. Any holder of any Warrant, in his own behalf and for his own benefit, may enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, his right to exercise his Warrant for the purchase of the number of Warrant Shares issuable or deliverable in exchange therefor, in the manner provided in the Warrant and in this Agreement.	
 	 	
 	     Section 5.03.      Negotiability and Ownership. The Warrants issued hereunder shall not, for a period of [ ] following the Effective Date, be sold, transferred, assigned or hypothecated by the holders thereof except (a) to persons who are officers or partners of [ ] and members of the selling group and/or their officers and partners or (b) in the case of an individual, pursuant to such individual’s last will and testament or the laws of descent and distribution and, in any case, only in compliance with the Securities Act. For the period commencing [ ] after the Effective Date until the expiration of the Warrants, the Warrants issued hereunder shall not be sold, transferred, assigned or hypothecated by the holders thereof except (a) to [ ], and any of its affiliates, or any officers, directors, employees or representatives of the foregoing or (b) in the case of an individual, pursuant to such individual’s last will and testament or the laws of descent and distribution and, in any case, only in compliance with the Securities Act.	
 	 	
 	     Section 5.04.      Warrant Legend. (a) Each Warrant shall contain a legend in substantially the following form:	
          “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE CONDITIONS SPECIFIED IN THE AGREEMENT, DATED [ ], BETWEEN BRANDYWINE REALTY TRUST AND [ ]. ANY ATTEMPT TO TRANSFER THIS WARRANT OR ANY SHARE OF COMMON SHARES ISSUED UPON EXERCISE OF THIS WARRANT TO ANY UNAUTHORIZED TRANSFEREE, SHALL BE NULL AND VOID. NO TRANSFER IN VIOLATION OF SAID AGREEMENT SHALL BE EFFECTIVE. THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE AND CURRENT REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED WITHOUT AN EFFECTIVE AND CURRENT REGISTRATION STATEMENT OR POSTEFFECTIVE AMENDMENT THERETO FOR SUCH SHARES UNDER THE ACT OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THIS ACT.”
-8-

		          (b)     Each certificate representing Warrant Shares, unless registered pursuant to Section 5.01, shall contain a legend substantially in the following form:	
          “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED WITHOUT AN EFFECTIVE AND CURRENT REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THAT ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE CONDITIONS SPECIFIED IN THE AGREEMENT, DATED [ ], BETWEEN BRANDYWINE REALTY TRUST AND [ ]. ANY ATTEMPT TO TRANSFER THE SHARES REPRESENTED BY THIS CERTIFICATE TO ANY UNAUTHORIZED TRANSFEREE, SHALL BE NULL AND VOID. NO TRANSFER IN VIOLATION OF SAID AGREEMENT SHALL BE EFFECTIVE.”
	     Section 5.05.      Supplements and Amendments. (a) Notwithstanding the provisions of Section 5.05(b), the Representative, without the consent or concurrence of the registered holders of the Warrants, may enter into one or more supplemental agreements or amendments with the Company for the purpose of evidencing the rights of Warrantholders upon consolidation, merger, sale, transfer or reclassification pursuant to Section 3.04, making any changes or corrections in this Agreement that are required to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision herein or any clerical omission or mistake or manifest error herein contained, or making such other provisions in regard to matters or questions arising under this Agreement as shall not adversely affect the interests of the holders of the Warrants or be inconsistent with this Agreement or any supplemental agreement or amendment.	
	 	 	
	 	          (b)     With the consent of the registered holders of at least a majority in number of the Warrants at the time outstanding, the Company and the Representative at any time and from time to time by supplemental agreement or amendment may add any provisions to or change in any manner or eliminate any of the provisions of this Agreement or of any supplemental agreement or modify in any manner the rights and obligations of the Warrantholders and of the Company; provided, however, that no such supplemental agreement or amendment, without the consent of the registered holder of each outstanding Warrant affected thereby, shall:	
	 	 	 	
	 	 	               (i)     alter the provisions of this Agreement so as to affect adversely the terms upon which the Warrants are exercisable or may be redeemed; or 	
	 	 	 	
	 	 	               (ii)     reduce the number of Warrants outstanding the consent of whose holders is required for any such supplemental agreement or amendment. 	
	 	
	     Section 5.06.      Successors and Assigns. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Representative shall bind and inure to the benefit of their respective successors and assigns hereunder. 	
-9-

	 	
	     Section 5.07.      Notices. Any notice or demand authorized by this Agreement to be given or made by the holder of any Warrant to or on the Company shall be sufficiently given or made if sent by mail first-class, postage prepaid, addressed (until another address is filed in writing by the Company with the Representative), as follows: 	
 	 	 	
 	 	Brandywine Realty Trust
401 Plymouth Road
Plymouth Meeting, PA 19462
Attention: Brad A. Molotsky, General Counsel 	
          Any notice or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Representative shall be sufficiently given or made if sent by mail first-class, postage prepaid, addressed (until another address is filed in writing by the Representative with the Company), as follows:
 	 	[Name]
[Address]
[Address]	
          Any notice or demand authorized by this Agreement to be given or made to the holder of any Warrants shall be sufficiently given or made if sent by first-class mail, postage prepaid to the last address of such holder as it shall appear on the Warrant Register.
	     Section 5.08.      Applicable Law. The validity, interpretation and performance of this Agreement and of the Warrant Certificate shall be governed by the law of the State of New York without giving effect to the principles of conflicts of laws thereof.	
	 	
	     Section 5.09.      Benefits of this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the holders of the Warrants any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements in this Agreement contained shall be for the sole and exclusive benefit of the parties hereto and their successors and of the holders of the Warrants.	
	 	
	     Section 5.10.      Registered Warrantholders. Prior to due presentment for registration of transfer, the Company may deem and treat the person in whose name any Warrants are registered in the Warrant Register as the absolute owner thereof for all purposes whatever (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company) and the Company shall not be affected by any notice to the contrary or be bound to recognize any equitable or other claim to or interest in any Warrants on the part of any other person and shall not be liable for any registration of transfer of Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer or with such knowledge of such facts that its participation therein amounts to bad faith. The terms “Warrantholder” and “holder of any “Warrants” and all other similar terms used herein shall mean such person in whose name Warrants are registered in the Warrant Register.	
-10-

	 	
	     Section 5.11.      Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times for inspection by any Warrantholder at the principal office of the Company. The Company may require any such Warrantholder to submit his Warrant Certificate for inspection by it before allowing such Warrantholder to inspect a copy of this Agreement.	
	 	
	     Section 5.12.      Headings. The Article and Section headings herein are for convenience only and are not a part of this Agreement and shall not affect the interpretation thereof.	
	 	
	     Section 5.13.      Counterparts. The Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original.	
[THERE IS NO FURTHER TEXT ON THIS PAGE]
-11-

          IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto under their respective seals as of the day and year first above written.
 	BRANDYWINE REALTY TRUST	
 	 	
 	By:__________________________________
     Name:
     Title:	

[SEAL]	 	

 	HOLDER	
 	 	
 	By:______________________________________
     Name:
     Title:	

[CORPORATE SEAL]	 	
 	 	
Attest:_____________________
     Name:
     Title:	 	
12

EXHIBIT A 
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE CONDITIONS SPECIFIED IN THE AGREEMENT, DATED [ ], BETWEEN BRANDYWINE REALTY TRUST AND [ ]. ANY ATTEMPT TO TRANSFER THIS WARRANT OR ANY SHARE OF COMMON SHARES ISSUED UPON EXERCISE OF THIS WARRANT TO ANY UNAUTHORIZED TRANSFEREE, SHALL BE NULL AND VOID. NO TRANSFER IN VIOLATION OF SAID AGREEMENT SHALL BE EFFECTIVE. THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE AND CURRENT REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED WITHOUT AN EFFECTIVE AND CURRENT REGISTRATION STATEMENT OR POSTEFFECTIVE AMENDMENT THERETO FOR SUCH SHARES UNDER THE ACT OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THIS ACT.
A-1

FORM OF WARRANT CERTIFICATE
No._______________	_______________ Warrants	
WARRANTS TO PURCHASE COMMON SHARES
OF BENEFICIAL INTEREST OF BRANDYWINE REALTY TRUST 
          Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), for value received, hereby certifies that [ ] or its registered assigns is the owner of the number of Warrants, set forth above, each of which represents the right, subject to the terms and conditions hereof and of the Warrant Agreement hereafter referred to (the “Warrant Agreement”), to purchase from the Company at any time, or from time to time, from the [ ] anniversary of the date of original issuance of the Warrants to the close of business on the [ ] anniversary of such date (or, if such date is not a Business Day (as defined below), the first following Business Day) (the “Exercise Period”), the number of Common Shares of beneficial interest, par value $0.01 per share, of the Company (the “Common Shares”) described in the Warrant Agreement (each share of Common Shares issuable upon exercise of a Warrant is referred to as a “Warrant Share”). Subject to the terms and conditions of the Warrant Agreement, the exercise price per Warrant represented by this Warrant Certificate shall be $[ ] per share, adjusted as provided in Article III of the Warrant Agreement, payable in full as to each Warrant exercised at the time of purchase. The term “Underwriting Agreement” as used herein refers to the Underwriting Agreement dated [ ] between the Company and [ ]. The term “Exercise Price” as used herein refers to the foregoing price per share in effect at any time.
          This Warrant may be exercised in whole or in part at any time or from time to time during the Exercise Period. The portion of any Warrant not exercised during the Exercise Period shall become void, and all rights hereunder and all rights in respect hereof and under the Warrant Agreement shall cease at the end of the Exercise Period.
          Each such purchase of Warrant Shares shall be made, and shall be deemed effective for the purpose of determining the date of exercise, only upon surrender hereof to the Company at the principal office of the Company, with the form of Election to Exercise on the reverse hereof duly filled in and signed, and upon payment in full to the Company of the Exercise Price (i) in cash or (ii) by certified or official bank check or (iii) by any combination of the foregoing, all as provided in the Warrant Agreement and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement. 
          This Warrant Certificate is issued under and in accordance with the Warrant Agreement dated as of [ ] (the “Warrant Agreement”), between the Company and [ ], as representative for the holders, and is subject to the terms and provisions of the Warrant Agreement, which terms and provisions are hereby incorporated by reference herein and made a part hereof. Copies of the Warrant Agreement and of the Underwriting Agreement are available for inspection by the registered holder at the principal office of the Company.
-2-

          The Company shall not be required upon the exercise of the Warrants represented hereby to issue fractions of Warrant Shares or to distribute share certificates that evidence fractional Warrant Shares. Every holder of this Warrant Certificate expressly waives its right to receive any fraction of a Warrant Share or a share certificate representing a fraction of a Warrant Share. Fractional Warrant Shares that otherwise would be issuable in respect of such exercise shall be paid in cash as provided in the Warrant Agreement, and the number of Warrant Shares issuable to such Warrantholder shall be rounded down to the next nearest whole number. If such Warrant Certificate shall not have been exercised in full, the Company will issue to such Warrantholder a new Warrant Certificate exercisable for the number of Common Shares as to which such Warrant shall not have been exercised.
          This Warrant Certificate may be exchanged either separately or in combination with other Warrant Certificates at the principal office of the Company for new Warrant Certificates representing the same aggregate number of Warrants as were evidenced by the Warrant Certificate or Warrant Certificates exchanged, upon surrender of this Warrant Certificate and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement. 
          This Warrant Certificate is transferable (subject to restrictions set forth in the Warrant Agreement) at the principal office of the Company by the registered holder hereof in person or by his attorney duly authorized in writing, upon (i) surrender of this Warrant Certificate and (ii) upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement. Upon any such transfer, a new Warrant Certificate or new Warrant Certificates of different denominations, representing in the aggregate a like number of Warrants, will be issued to the transferee. Every holder of Warrants, by accepting this Warrant Certificate, consents and agrees with the Company and with every subsequent holder of this Warrant Certificate that until due presentation for the registration of transfer of this Warrant Certificate on the Warrant Register maintained by the Company, the Company may deem and treat the person in whose name this Warrant Certificate is registered as the absolute and lawful owner for all purposes whatsoever and the Company shall not be affected by any notice to the contrary.
          Nothing contained in the Warrant Agreement or in this Warrant Certificate shall be construed as conferring on the holder of any Warrants or his transferee any rights whatsoever as a shareholder of the Company. 
          The Warrant Agreement and each Warrant Certificate, including this Warrant Certificate, shall be deemed a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of law thereof.
-3-

          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its seal.
Dated: ________ ___, _____
 	BRANDYWINE REALTY TRUST	
 	 	
 	By:________________________________	
 	 	
(CORPORATE SEAL)	 	
 	 	
Attest:__________________________	 	
-4-

ELECTION TO EXERCISE
(To be executed upon exercise of Warrant)
TO BRANDYWINE REALTY TRUST:
          The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant Certificate for, and to purchase thereunder, ____________ Common Shares, as provided for therein, and tenders herewith payment of the purchase price in full in the form of cash or a certified or official bank check (or combination thereof) in the amount of $_______________________.
          Please issue a certificate or certificates for such Common Shares in the name of:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE:
_______________________________
 	Name:	
  		
 	Address:	
  		
 	Signature:	
 		
 	------------------------------------------	
 	Note: The above signature should correspond
exactly with the name on the face of this
Warrant Certificate or with the name of
assignee appearing in the assignment form
below.	
Dated: ________ __, ______

ASSIGNMENT
(To be executed only upon assignment of Warrant Certificate)
          For value received, __________________________ hereby sells, assigns and transfer unto ___________________________ the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ attorney, to transfer said Warrant Certificate on the books of the within-named Company, with full power of substitution in the premises.
Dated: ________________, ______
 	 	 	 	 	 	_________________________________________	
 	 	 	 	 	 	NOTE: The above signature should correspond
exactly with the name on the face of this Warrant
Certificate 	

Exhibit 4.2
FORM OF DEPOSIT AGREEMENT
          This DEPOSIT AGREEMENT is made and entered into as of ________________, 200_ by and among Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), ____________ , a ________________ , as Depositary, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
W I T N E S S E T H:
          WHEREAS, the Company desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of the Company’s Preferred Shares (as hereinafter defined) with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of the Receipts evidencing Depositary Shares representing a fractional interest in the Preferred Shares deposited; and
          WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;
          NOW, THEREFORE, in consideration of the premises contained herein, it is agreed by and among the parties hereto as follows:
ARTICLE I
DEFINITIONS	
          The following definitions shall apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts:
          Section 1.01.      “Declaration of Trust” shall mean the Amended and Restated Declaration of Trust, as amended and supplemented from time to time, of the Company.	
		 	
          Section 1.02.      “Articles Supplementary” shall mean the Articles Supplementary Classifying Preferred Shares as _______ % Series ________________ Preferred Shares filed with the State Department of Assessments and Taxation of the State of Maryland establishing the Preferred Shares as a series of preferred shares of beneficial interest of the Company.	
		 	
          Section 1.03.      “Common Shares” shall mean the Company’s common shares of beneficial interest, $.01 par value per share.	
		 	
          Section 1.04.      “Company” shall mean Brandywine Realty Trust, a Maryland real estate investment trust, and its successors.	
		 	
          Section 1.05.      “Corporate Office” shall mean the corporate office of the Depositary at which at any particular time its business in respect of matters governed by this Deposit Agreement shall be administered, which at the date of this Deposit Agreement is located at __________________.	

          Section 1.06.      “Deposit Agreement” shall mean this agreement, as the same may be amended, modified or supplemented from time to time.	
		 	
          Section 1.07.      “Depositary” shall mean __________________, a company or corporation having its principal office in the United States, and any successor as depositary hereunder.	
		 	
          Section 1.08.      “Depositary Share” shall mean a ___________________ fractional interest of a Preferred Share deposited with the Depositary hereunder and the same proportionate interest in any and all other property received by the Depositary in respect of such Preferred Share and held under this Deposit Agreement, all as evidenced by the Receipts issued hereunder. Subject to the terms of this Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, to all the rights, preferences and privileges of the Preferred Shares represented by such Depositary Share, including the dividend and distribution, voting, redemption, conversion and liquidation rights contained in the Articles Supplementary.	
		 	
          Section 1.09.      “Depositary’s Agent” shall mean one or more agents appointed by the Depositary as provided, and for the purposes specified, in Section 7.05.	
		 	
          Section 1.10.      “Ownership Limit” shall have the meaning set forth in Article VI of the Company’s Declaration of Trust.	
		 	
          Section 1.11.      “Preferred Shares” shall mean the Company’s % _________ Series ________ preferred shares of beneficial interest, $.01 par value per share, heretofore validly issued, fully paid and non-assessable.	
		 	
          Section 1.12.      “Receipt” shall mean a Depositary Receipt issued hereunder to evidence one or more Depositary Shares, whether in definitive or temporary form, substantially in the form set forth as Exhibit A hereto.	
		 	
          Section 1.13.      “record date” shall mean the date fixed pursuant to Section 4.04.	
		 	
          Section 1.14.      “record holder” or “holder” as applied to a Receipt shall mean the person in whose name a Receipt is registered on the books maintained by the Depositary for such purpose.	
		 	
          Section 1.15.      “Registrar” shall mean _______________________ , or any bank or trust company appointed to register ownership and transfers of Receipts or the deposited Preferred Shares, as the case may be, as herein provided.	
		 	
          Section 1.16.      “Securities Act” shall mean the Securities Act of 1933, as amended.	
		 	
          Section 1.17.      “Transfer Agent” shall mean ______________________ , or any bank or trust company appointed to transfer the Receipts or the deposited Preferred Shares, as the case may be, as herein provided.	
-2-

ARTICLE II     
FORM OF RECEIPTS, DEPOSIT OF PREFERRED SHARES, EXECUTION
AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS	
 	 	
            Section 2.01.      Form and Transferability of Receipts. Definitive Receipts shall be engraved or printed or lithographed with steel-engraved borders and underlying tint and shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Company, delivered in compliance with Section 2.02, shall execute and deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Company and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at the Corporate Office or such other offices, if any, as the Depositary may designate, without charge to the holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Company’s expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Deposit Agreement, and with respect to the Preferred Shares deposited, as definitive Receipts.	
          Receipts shall be executed by the Depositary by the manual or facsimile signature of a duly authorized signatory of the Depositary, provided that if a Registrar (other than the Depositary) shall have been appointed then such Receipts shall also be countersigned by manual signature of a duly authorized signatory of the Registrar. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed as provided in the preceding sentence. The Depositary shall record on its books each Receipt executed as provided above and delivered as hereinafter provided.
          Except as the Depositary may otherwise determine, Receipts shall be in denominations of any number of whole Depositary Shares. All Receipts shall be dated the date of their issuance.
          Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be required by the Company or required to comply with any applicable law or regulation or with the rules and regulations of any securities exchange or interdealer quotation system upon which the Preferred Shares, the Depositary Shares or the Receipts may be listed or quoted or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject, in each case, as directed by the Company.
-3-

          Title to any Receipt (and to the Depositary Shares evidenced by such Receipt) that is properly endorsed or accompanied by a properly executed instrument of transfer or endorsement shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until a Receipt shall be transferred on the books of the Depositary as provided in Section 2.04, the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to dividends or other distributions, the exercise of any redemption or voting rights or to any notice provided for in this Deposit Agreement and for all other purposes.
		 	
          Section 2.02.      Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. Concurrently with the execution of this Deposit Agreement, the Company is delivering to the Depositary a certificate or certificates, registered in the name of the Depositary and evidencing Preferred Shares, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and (ii) a written letter of instruction of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares. The Depositary acknowledges receipt of the deposited Preferred Shares and related documentation and agrees to hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for the Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry or other appropriate method.	
          If required by the Depositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any distribution or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares are or have been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.
          Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or upon the order of, the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02 a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person.
-4-

          Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Articles Supplementary, as such may be amended.
          The Company shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may request to enable the Depositary to perform its obligations under this Deposit Agreement.
          Section 2.03.      Optional Redemption of Preferred Shares for Cash. Whenever the Company shall elect to redeem deposited Preferred Shares for cash in accordance with the provisions of the Articles Supplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days’ prior written notice of the date of such proposed redemption and of the number of such Preferred Shares held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles Supplementary, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Shares and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Shares to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Shares and Depositary Shares (the “redemption date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of deposited Preferred Shares and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Shares represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company that will not result in a violation of the Ownership Limit.	
          In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Supplementary) of the Preferred Shares deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Shares so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the Preferred Shares to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the Preferred Shares called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ ____ per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Supplementary. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles Supplementary, the provisions of the Articles Supplementary will govern and the Company will instruct the Depositary accordingly.
-5-

          If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption.
          The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.
          Section 2.04.      Registration of Transfers of Receipts. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for the Receipts and the Depositary hereby accepts such appointment and, as such, shall register on its books from time to time transfers of Receipts upon any surrender thereof by the holder in person or by a duly authorized attorney, agent or representative, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement and including a guarantee of the signature thereon by a participant in a signature guarantee medallion program approved by the Securities Transfer Association (a “Signature Guarantee”), together with evidence of the payment of any transfer taxes as may be required by applicable law. Upon such surrender, the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered.	
		 	
          Section 2.05.      Combinations and Split-ups of Receipts. Upon surrender of a Receipt or Receipts at the Corporate Office or such other office as the Depositary may designate for the purpose of effecting a split-up or combination of Receipts, subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denominations requested evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered.	
-6-

		 	
          Section 2.06.      Surrender of Receipts and Withdrawal of Preferred Shares. Any holder of a Receipt or Receipts may withdraw any or all of the deposited Preferred Shares represented by the Depositary Shares evidenced by such Receipt or Receipts and all money and other property, if any, represented by such Depositary Shares by surrendering such Receipt or Receipts at the Corporate Office or at such other office as the Depositary may designate for such withdrawals. After such surrender, without unreasonable delay, the Depositary shall deliver to such holder, or to the person or persons designated by such holder as hereinafter provided, the number of whole or fractional Preferred Shares and all such money and other property, if any, represented by the Depositary Shares evidenced by the Receipt or Receipts so surrendered for withdrawal, but holders of such whole or fractional Preferred Shares will not thereafter be entitled to deposit such Preferred Shares hereunder or to receive Depositary Shares therefor. If the Receipt or Receipts delivered by the holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole or fractional deposited Preferred Shares to be withdrawn, the Depositary shall at the same time, in addition to such number of whole or fractional Preferred Shares and such money and other property, if any, to be withdrawn, deliver to such holder, or (subject to Section 2.04) upon his order, a new Receipt or Receipts evidencing such excess number of Depositary Shares. Delivery of such Preferred Shares and such money and other property being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by a properly executed instrument of transfer or endorsement.	
          If the deposited Preferred Shares and the money and other property being withdrawn are to be delivered to a person or persons other than the record holder of the Receipt or Receipts being surrendered for withdrawal of Preferred Shares, such holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such holder for withdrawal of such Preferred Shares be properly endorsed in blank or accompanied by a properly executed instrument of transfer or endorsement in blank with a Signature Guarantee.
          The Depositary shall deliver the deposited Preferred Shares and the money and other property, if any, represented by the Depositary Shares evidenced by Receipts surrendered for withdrawal at the Corporate Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder thereof, such delivery may be made at such other place as may be designated by such holder.
          Section 2.07.      Limitations on Execution and Delivery, Transfer, Split-up, Combination. As a condition precedent to the execution and delivery, transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the Company may require any or all of the following: (i) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any tax or other governmental charge with respect thereto (including any such tax or charge with respect to the Preferred Shares being deposited or withdrawn); (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature (or the authority of any signature), including a Signature Guarantee; and (iii) compliance with such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement as may be required by any securities exchange upon which the deposited Preferred Shares, the Depositary Shares or the Receipts may be included for quotation or listed.	
-7-

          The deposit of Preferred Shares may be refused, the delivery of Receipts against Preferred Shares may be suspended, the transfer of Receipts may be refused, and the transfer, split-up, combination, surrender, exchange or redemption of outstanding Receipts may be suspended (i) during any period when the register of shareholders of the Company is closed or (ii) if any such action is deemed reasonably necessary or advisable by the Depositary, any of time Depositary’s Agents or the Company at any time or from time to time because of any requirement of applicable law or of any government or governmental body or commission, or under any provision of this Deposit Agreement.
          Section 2.08.      Lost Receipts, etc. In case any Receipt shall be mutilated or destroyed or lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt or in lieu of and in substitution for such destroyed, lost or stolen Receipt, provided that the holder thereof provides the Depositary with (i) evidence reasonably satisfactory to the Depositary of such destruction, loss or theft of such Receipt, of the authenticity thereof and of his ownership thereof and (ii) reasonable indemnification and the provision of an open penalty surety bond, in each case, satisfactory to the Depositary and the Company and holding the Depositary and the Company harmless.	
		 	
          Section 2.09.      Cancellation and Destruction of Surrendered Receipts. All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized to destroy such Receipts so cancelled.	
 	
ARTICLE III     
CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY	
 	 	
            Section 3.01.      Filing Proofs, Certificates and Other Information. Any person presenting Preferred Shares for deposit or any holder of a Receipt may be required from time to time to file such proof of residence or other information and to execute such certificates as the Depositary or the Company may reasonably deem necessary or proper. The Depositary or the Company may withhold or delay the delivery of any Receipt, the transfer, redemption or exchange of any Receipt, the withdrawal of the deposited Preferred Shares represented by the Depositary Shares evidenced by any Receipt, the distribution of any distribution or the sale of any rights or of the proceeds thereof, until such proof or other information is filed or such certificates are executed.	
 	 	
            Section 3.02.      Payment of Fees and Expenses. Holders of Receipts shall be obligated to make payments to the Depositary of certain fees and expenses, as provided in Section 5.09, or provide evidence reasonably satisfactory to the Depositary that such fees and expenses have been paid. Until such payment is made, transfer of any Receipt or any withdrawal of the Preferred Shares or money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused, any distribution may be withheld, and any part or all of the Preferred Shares or other property represented by the Depositary Shares evidenced by such Receipt may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder a reasonable number of days prior to such sale). Any distribution so withheld and the proceeds of any such sale may be applied to any payment of such fees or expenses, the holder of such Receipt remaining liable for any deficiency.	
-8-

 	 	
            Section 3.03.      Representations and Warranties as to Preferred Shares. In the case of the initial deposit of the Preferred Shares hereunder, the Company and, in the case of subsequent deposits thereof, each person so depositing Preferred Shares under this Deposit Agreement, shall be deemed thereby to represent and warrant that such Preferred Shares and each certificate therefor are valid and that the person making such deposit is duly authorized to do so. The Company hereby further represents and warrants that such Preferred Shares, when issued, will be validly issued, fully paid and non-assessable. Such representations and warranties shall survive the deposit of the Preferred Shares and the issuance of Receipts.	
 	 	
            Section 3.04.      Representation and Warranty as to Receipts and Depositary Shares. The Company hereby represents and warrants that the Receipts, when issued, will evidence legal and valid interests in the Depositary Shares and each Depositary Share will represent a legal and valid fractional interest in a share of deposited Preferred Shares represented by such Depositary Share. Such representation and warranty shall survive the deposit of the Preferred Shares and the issuance of Receipts evidencing the Depositary Shares.	
ARTICLE IV     
PREFERRED SHARES; NOTICES	
 	 	
            Section 4.01.      Dividends and Other Cash Distributions. Whenever the Depositary shall receive any dividend or other cash distributions on the deposited Preferred Shares, including any cash received upon redemption of any Preferred Shares pursuant to Section 2.03, the Depositary shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that, in case the Company or the Depositary shall be required by law to withhold and shall withhold from any cash distribution in respect of the Preferred Shares an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly. The Depositary shall distribute or make available for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any holder of Receipts a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next sum received by the Depositary for distribution to record holders of Receipts then outstanding.	
 	 	
            Section 4.02.      Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on the deposited Preferred Shares, the Depositary shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in order to be freely transferable.	
-9-

 	 	
            Section 4.03.      Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Shares is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the offering of such rights, preferences or privileges shall in each such instance be communicated to the Depositary and thereafter made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so instructed by the Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered in order to be freely transferable.	
          If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act and the Company shall have provided to the Depositary an opinion of counsel to such effect.
-10-

          If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees to use its reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges.
          Section 4.04.      Notice of Distributions; Fixing of Record Date for Holders of Receipts. Whenever any dividend or other cash distributions shall become payable, any distribution other than cash shall be made, or any rights, preferences or privileges shall at any time be offered, with respect to the deposited Preferred Shares, or whenever the Depositary shall receive notice of (i) any meeting at which holders of such Preferred Shares are entitled to vote or of which holders of such Preferred Shares are entitled to notice or (ii) any election on the part of the Company to redeem any such Preferred Shares, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date, if any, fixed by the Company with respect to the Preferred Shares) for the determination of the holders of Receipts (a) who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, (b) who shall be entitled to give instructions for the exercise of voting rights at any such meeting or to receive notice of such meeting or (c) whose Depositary Shares are to be so redeemed.	
		 	
          Section 4.05.      Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a deposited Preferred Share, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each Preferred Share is entitled to votes and, accordingly, each Depositary Share is entitled to vote(s). The Company hereby agrees to take all reasonable action that may be deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Shares or cause such Preferred Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Shares represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required to exercise discretion in voting any Preferred Shares represented by the Depositary Shares evidenced by such Receipt.	
-11-

		 	
          Section 4.06.      Changes Affecting Preferred Shares and Reclassifications, Recapitalizations, etc. Upon any change in par or stated value, split-up, combination or any other reclassification of Preferred Shares, or upon any recapitalization, reorganization, merger, amalgamation or consolidation affecting the Company or to which it is a party or sale of all or substantially all of the Company’s assets, the Depositary shall, upon the instructions of the Company, (i) make such adjustments in (a) the fraction of an interest represented by one Depositary Share in one Preferred Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a Preferred Share, in each case as may be required by or as is consistent with the provisions of the Articles Supplementary to fully reflect the effects of such change in liquidation preference, split-up, combination or other reclassification of Preferred Shares, or of such recapitalization, reorganization, merger, amalgamation, consolidation or sale and (ii) treat any shares of beneficial interest or other securities or property (including cash) that shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Shares as new deposited property under this Deposit Agreement, and Receipts then outstanding shall thenceforth represent the proportionate interests of holders thereof in the new deposited property so received in exchange for or upon conversion of or in respect of such Preferred Shares. In any such case the Depositary may, in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited property. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up, combination or other reclassification of the Preferred Shares or any such recapitalization, reorganization, merger, amalgamation or consolidation or sale of substantially all the assets of the Company to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Shares represented thereby only into or for, as the case may be, the kind and amount of shares of beneficial interest and other securities and property and cash into which the deposited Preferred Shares evidenced by such Receipts might have been converted or for which such Preferred Shares might have been exchanged or surrendered immediately prior to the effective date of such transaction, subject to any subsequent change in par or stated value, split-up, combination or other reclassification or any subsequent recapitalization, reorganization, merger, amalgamation or consolidation or sale of substantially all the assets. The Company shall cause effective provision to be made in the charter of the resulting or surviving corporation (if other than the Company) for protection of such rights as may be applicable upon exchange of the deposited Preferred Shares for securities or property or cash of the surviving corporation in connection with the transactions set forth above. The Company shall cause any such surviving corporation (if other than the Company) expressly to assume the obligations of the Company hereunder.	
		 	
          Section 4.07.      Inspection of Reports. The Depositary shall make available for inspection by holders of Receipts at the Corporate Office and at such other places as it may from time to time deem advisable during normal business hours any reports and communications received from the Company that are both received by the Depositary as the holder of deposited Preferred Shares and made generally available to the holders of the Preferred Shares. In addition, the Depositary shall transmit certain notices and reports to the holders of Receipts as provided in Section 5.05.	
-12-

		 	
          Section 4.08.      Lists of Receipt Holders. Promptly upon request from time to time by the Company, the Depositary shall furnish to the Company a list, as of a recent date specified by the Company, of the names, addresses and holdings of Depositary Shares of all persons in whose names Receipts are registered on the books of the Depositary.	
		 	
          Section 4.09.      Tax and Regulatory Compliance. The Depositary shall be responsible for (i) preparing and mailing of Form 1099s for all open and closed accounts, (ii) all applicable withholding related to payments made with respect to the Receipts, including, without limitation, withholding required pursuant to Sections 1441, 1442, 1445 and 3406 of the Internal Revenue Code of 1986, as amended, (iii) mailing Form W-9s to new holders of Receipts without a certified taxpayer identification number, (iv) processing certified Form W-9s, (v) preparing and filing of state information returns and (vi) providing escheatment services.	
		 	
          Section 4.10.      Withholding. Notwithstanding any other provision of this Deposit Agreement to the contrary, in the event that the Depositary determines that any distribution in property is subject to any tax which the Depositary is obligated by applicable law to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the holders of Receipts entitled thereto in proportion to the number of Depositary Shares held by them, respectively; provided, however, that in the event the Depositary determines that such distribution of property is subject to withholding tax only with respect to some but not all holders of Receipts, the Depositary will use its best efforts (i) to sell only that portion of such property distributable to such holders that is required to generate sufficient proceeds to pay such withholding tax and (ii) to effect any such sale in such a manner so as to avoid affecting the rights of any other holders of Receipts to receive such distribution in property.	
 	
ARTICLE V     
THE DEPOSITARY AND THE COMPANY	
 	 	
            Section 5.01.      Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Registrar. The Depositary shall maintain at the Corporate Office facilities for the execution and delivery, transfer, surrender and exchange, split-up, combination and redemption of Receipts and deposit and withdrawal of Preferred Shares and at the offices of the Depositary’s Agents, if any, facilities for the delivery, transfer, surrender and exchange, split-up, combination and redemption of Receipts and deposit and withdrawal of Preferred Shares, all in accordance with the provisions of this Deposit Agreement.	
-13-

          The Depositary shall keep books at the Corporate Office for the registration and transfer of Receipts, which books at all reasonable times shall be open for inspection by the record holders of Receipts as provided by applicable law. The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. The Depositary may maintain such books in customary electronic form.
          If the Receipts or the Depositary Shares evidenced thereby or the Preferred Shares represented by such Depositary Shares shall be quoted on The Nasdaq National Market or any stock exchange, or quoted on any other interdealer quotation system, the Depositary may, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with the requirements of such quotation system or stock exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of such Exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Preferred Shares are listed on one or more stock exchanges or other quotation systems, the Depositary will, at the request and expense of the Company, arrange such facilities for the delivery, transfer, surrender, redemption and exchange of such Receipts, such Depositary Shares or such Preferred Shares as maybe required by applicable law or applicable stock exchange or quotation system regulations.
          Section 5.02.      Prevention or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company. None of the Depositary, any Depositary’s Agent, any Registrar or the Company shall incur any liability to any holder of any Receipt, if by reason of any provision of any present or future law or regulation thereunder of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar, by reason of any provision, present or future, of the Declaration of Trust or the Articles Supplementary or, in the case of the Company, the Depositary, the Depositary’s Agent or the Registrar, by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, any Depositary’s Agent, the Registrar or the Company shall be prevented or forbidden from doing or performing any act or thing that the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar or the Company incur any liability to any holder of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that the terms of this Deposit Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement.	
		 	
          Section 5.03.      Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company. Each of the Depositary, any Depositary’s Agent and any Registrar shall at all times act in good faith and shall use its best efforts within reasonable time limits to insure the accuracy of all services performed pursuant to this Agreement. None of the Depositary, any Depositary’s Agent, any Registrar or the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than from acts or omissions arising out of conduct constituting bad faith, gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement.	
          None of the Depositary, any Depositary’s Agent, any Registrar or the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to the deposited Preferred Shares, Depositary Shares or Receipts that in its reasonable opinion may involve it in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required.
-14-

          None of the Depositary, any Depositary’s Agent, any Registrar or the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting Preferred Shares for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or panics.
          In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.06 hereof in connection with any action so taken.
          The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the deposited Preferred Shares 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 Depositary. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar.
          The Depositary, its parent, affiliate, or subsidiaries, any Depositary’s Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary’s Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates.
          It is intended that neither the Depositary nor any Depositary’s Agent shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary.
          Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary’s Agent makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the deposited Preferred Shares, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement and for the validity of any action taken or required to be taken by the Depositary in connection with this Deposit Agreement.
-15-

          The Company represents that it has registered the deposited Preferred Shares and the Depositary Shares for sale in accordance with applicable securities laws.
          Section 5.04.      Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.	
          The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.
          In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If a successor depositary shall not have been appointed in 60 days, the resigning Depositary may petition a court of competent jurisdiction to appoint a successor depositary. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in the deposited Preferred Shares and any moneys or property held hereunder to such successor and shall deliver to such successor a list of the record holders of all outstanding Receipts. Any successor depositary shall promptly mail notice of its appointment to the record holders of Receipts.
          Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act. Such successor depositary may execute the Receipts either in the name of the predecessor depositary or in the name of the successor depositary.
          Section 5.05.      Notices, Reports and Documents. The Company agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof transmit to the record holders of Receipts, in each case at the address recorded in the Depositary’s books, copies of all notices and reports (including financial statements) required by law, by the rules of any national securities exchange or interdealer quotation system upon which the Preferred Shares, the Depositary Shares or the Receipts are listed or quoted or by the Declaration of Trust and the Articles Supplementary to be furnished by the Company to holders of the deposited Preferred Shares and, if requested by the holder of any Receipt, a copy of this Deposit Agreement, the form of Receipt, the Articles Supplementary and the form of Preferred Shares. Such transmission will be at the Company’s expense and the Company will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the record holders of Receipts at the Company’s expense such other documents as may be requested by the Company.	
-16-

		 	
          Section 5.06.      Indemnification by the Company. The Company agrees to indemnify the Depositary, any Depositary’s Agent and any Registrar against, and hold each of them harmless from, any liability, costs and expenses (including reasonable attorneys’ fees) that may arise out of, or in connection with, its acting as Depositary, Depositary’s Agent or Registrar, respectively, under this Deposit Agreement and the Receipts, except for any liability arising out of the willful misconduct, gross negligence, or bad faith on the part of any such person or persons. The obligations of the Company set forth in this Section 5.06 shall survive any succession of any Depositary, Registrar or Depositary’s Agent or termination of this Deposit Agreement.	
		 	
          Section 5.07.      Indemnification by the Depositary. The Depositary agrees to indemnify the Company against, and hold the Company harmless from, any liability, costs and expenses (including reasonable attorneys’ fees) that may arise out of, or in connection with, the refusal or failure of any of the Depositary, any Depositary’s Agent or the Registrar to comply with the terms of this Deposit Agreement, or which arise out of the willful misconduct, gross negligence, or bad faith on the part of any such person or persons; provided, however, that the Depositary’s aggregate liability hereunder with respect to, arising from, or arising in connection with this Deposit Agreement, or from all services provided or omitted to be provided under this Deposit Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Depositary as fees and charges under this Agreement or otherwise, but not including reimbursable expenses, during the six (6) calendar months immediately preceding the event for which recovery from the Depositary is being sought. The obligations of the Depositary set forth in this Section 5.07 shall survive any succession of the Company or termination of this Deposit Agreement.	
		 	
          Section 5.08.      Damages. The Depositary shall not be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits (collectively, “Special Damages”), occasioned by breach of any provision of this Agreement by the Depositary even if apprised of the possibility of such damages. The Company shall not be liable to the Depositary for Special Damages occasioned by breach of any provision of this Agreement by the Company even if apprised of the possibility of such damages.	
		 	
          Section 5.09.      Fees, Charges and Expenses. No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.09. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of this Deposit Agreement. The Company shall also pay all fees and expenses of the Depositary in connection with the initial deposit of the Preferred Shares and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Shares at the option of the Company and all withdrawals of the Preferred Shares by holders of Receipts, in each case, in the amount and manner set forth in that certain Transfer Agency and Service Agreement, dated as of ________, 200_, by and between the Company and the Depositary (as the same may be amended, modified, supplemented or replaced from time to time by the parties, the “Transfer Agency and Service Agreement”). If a holder of Receipts requests the Depositary to perform duties not required under this Deposit Agreement, the Depositary shall notify the holder of time cost of the performance of such duties prior to the performance thereof. Upon approval of such cost by such holder, such holder will thereafter be liable for the charges and expenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid by the Company pursuant to the terms of Transfer Agency and Service Agreement (or, if such agreement is no longer in effect, pursuant to such terms as the Company and the Depositary shall agree in good faith, which terms shall be at least as favorable to the Depositary as those contained in such agreement as last in effect). The Depositary shall present its statement for fees and expenses to the Company every month or at such other intervals as the Company and the Depositary may agree.	
-17-

ARTICLE VI     
AMENDMENT AND TERMINATION	
 	 	
            Section 6.01.      Amendment. The form of the Receipts and any provision of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect that they may deem necessary or desirable; provided, however, that no such amendment (other than any change in the fees of any Depositary, Registrar or Transfer Agent that are payable by the Company) which (i) shall materially and adversely alter the rights of the holders of Receipts or (ii) would be materially and adversely inconsistent with the rights granted to the holders of the Preferred Shares pursuant to the Articles Supplementary shall be effective unless such amendment shall have been approved by the holders of Receipts evidencing at least 66 2/3 of the Depositary Shares then outstanding. In no event shall any amendment impair the right, subject to the provisions of Section 2.06 and Section 2.07 and Article III, of any holder of any Depositary Shares to surrender the Receipt evidencing such Depositary Shares with instructions to the Depositary to deliver to the holder the deposited Preferred Shares and all money and other property if any, represented thereby, except in order to comply with mandatory provisions of applicable law. Every holder of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by this Deposit Agreement as amended thereby.	
 	 	
            Section 6.02.      Termination. This Deposit Agreement may be terminated by the Company upon not less than 30 days’ prior written notice to the Depositary if (i) such termination is necessary to preserve the Company’s status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (or any successor provision), or (ii) the holders of Receipts evidencing at least a majority of the Depositary Shares then outstanding consent to such termination, whereupon the Depositary shall deliver or make available to each holder of a Receipt, upon surrender of the Receipt held by such holder, such number of whole or fractional deposited Preferred Shares as are represented by the Depositary Shares evidenced by such Depositary Receipt, together with any other property held by the Depositary in respect of such Receipt. In the event that this Deposit Agreement is terminated pursuant to clause (i) of the immediately preceding sentence, the Company hereby agrees to use its reasonable best efforts to list or quote the Preferred Shares issued upon surrender of the Receipt evidencing the Depositary Shares represented thereby on a national securities exchange or interdealer quotation system. This Deposit Agreement will automatically terminate if (i) all outstanding Depositary Shares shall have been redeemed pursuant to Section 2.03 or (ii) there shall have been made a final distribution in respect of the deposited Preferred Shares in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Receipts entitled thereto.	
-18-

          Upon the termination of this Deposit Agreement, (i) the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary’s Agent and any Registrar under Section 5.06 and Section 5.09 and (ii) the Depositary shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Company under Section 5.07.
ARTICLE VII     
MISCELLANEOUS	
 	 	
            Section 7.01.      Counterparts. This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Deposit Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Deposit Agreement. Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during business hours at the Corporate Office and the respective offices of the Depositary’s Agents, if any, by any holder of a Receipt.	
 	 	
            Section 7.02.      Exclusive Benefits of Parties. This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.	
 	 	
            Section 7.03.      Invalidity of Provisions. In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.	
 	 	
            Section 7.04.      Notices. Any and all notices to be given to the Company hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission confirmed by letter, addressed to the Company at:	
 	 	 	
 	 Brandywine Realty Trust
401 Plymouth Road
Plymouth Meeting, PA 19462
Attention: General Counsel
Telephone No.: (610) 325-5600	
or at any other address of which the Company shall have notified the Depositary in writing.
-19-

          Any notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or telex or telecopier confirmed by letter, addressed to the Depositary at the Corporate Office to the attention of the General Counsel.
          Any notices given to any record holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or telex or telecopier confirmed by letter, addressed to such record holder at the address of such record holder as it appears on the books of the Depositary or, if such holder shall have filed with the Depositary in a timely manner a written request that notices intended for such holder be mailed to some other address, at the address designated in such request.
          Delivery of a notice sent by mail, or by telegram or telex or telecopier shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a telegram or telex or telecopier message) is deposited, postage prepaid, in a post office letter box. The Depositary or the Company may, however, act upon any telegram or telex or telecopier message received by it from the other or from any holder of a Receipt, notwithstanding that such telegram or telex or telecopier message shall not subsequently be confirmed by letter as aforesaid.
          Section 7.05.      Depositary’s Agents. The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The Depositary will notify the Company of any such action.	
		 	
          Section 7.06.      Holders of Receipts Are Parties. The holders of Receipts from time to time shall be deemed to be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof.	
		 	
          Section 7.07.      Governing Law. This Deposit Agreement and the Receipts and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, the law of the State of Maryland applicable to agreements made and to be performed in said State. 	
		 	
          Section 7.08.      Inspection of Deposit Agreement and Articles Supplementary. Copies of this Deposit Agreement and the Articles Supplementary shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during business hours at the Corporate Office and the respective offices of the Depositary’s Agents, if any, by any holder of any Receipt.	
-20-

		 	
          Section 7.09.      Headings. The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.	
[SIGNATURE PAGE FOLLOWS]

-21-

Back to Contents
          IN WITNESS WHEREOF, Brandywine Realty Trust and ________________ have caused this Deposit Agreement to be duly executed on their behalf as of the day and year first above set forth and all holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof.
     BRANDYWINE REALTY TRUST	 	
 	 	
     By:_________________________
           Name:
           Title:	 	

     [NAME OF DEPOSITARY]	 	
 	 	
     By:_______________________
           Name:
           Title:	 	
-22-

EXHIBIT A
FORM OF RECEIPT
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES EACH REPRESENTING
OF A ___% SERIES ______ PREFERRED SHARE
OF
BRANDYWINE REALTY TRUST
FORMED UNDER THE LAWS OF THE STATE OF MARYLAND
DEPOSITARY SHARES
THIS DEPOSITARY RECEIPT IS TRANSFERABLE IN NEW YORK, NY
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP
          , as depositary (the “Depositary”), hereby certifies that ________________ is the registered owner of depositary shares (“Depositary Shares”), each Depositary Share representing ____________ of one Series ______________ preferred share of beneficial interest, par value $.01 per share (the “Shares”),of Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, dated as of ____________, 200__ (the “Deposit Agreement”), among the Company, the Depositary and all holders from time to time of Depositary Receipts. By accepting this Depositary Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or be entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual and or facsimile signature of a duly authorized officer.
The Company is authorized to issue common shares of beneficial interest and one or more series or classes of preferred shares of beneficial interest. The Company will furnish without charge to each receipt holder, who so requests in writing, a statement of the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes of shares and upon the holders thereof, a copy of the Company’s declaration of trust and bylaws, and a copy of the Deposit Agreement. Any such request shall be made to the Company at the principal office of the Company at 401 Plymouth Road, Plymouth Meeting, PA, 19462, Attention: Secretary. 
Dated:      __________________
Countersigned:
Depositary, Transfer Agent and Registrar
By: ___________________________
              AUTHORIZED OFFICER

BRANDYWINE REALTY TRUST
          THE COMMON SHARES OR PREFERRED SHARES OR OTHER SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR THE PURPOSE OF THE TRUST’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS PROVIDED IN THE DECLARATION OF TRUST OF THE TRUST, NO PERSON MAY (I) BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF BENEFICIAL INTEREST IN EXCESS OF 9.8% OF THE NUMBER OF OUTSTANDING SHARES OF BENEFICIAL INTEREST, (II) BENEFICIALLY OWN SHARES THAT WOULD RESULT IN THE SHARES BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS (DETERMINED WITHOUT REFERENCE TO ANY RULES OF ATTRIBUTION), (III) BENEFICIALLY OWN SHARES THAT WOULD RESULT IN THE TRUST BEING “CLOSELY HELD” UNDER SECTION 856(H) OF THE CODE, OR (IV) CONSTRUCTIVELY OWN SHARES THAT WOULD CAUSE THE TRUST TO CONSTRUCTIVELY OWN 10% OR MORE OF THE OWNERSHIP INTERESTS IN A TENANT OF THE TRUST’S REAL PROPERTY, WITHIN THE MEANING OF SECTION 856(D)(2)(B) OF THE CODE. ANY PERSON WHO ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE TRUST IN WRITING. IF ANY RESTRICTIONS ABOVE ARE VIOLATED, THE SHARES REPRESENTED HEREBY WILL BE TRANSFERRED AUTOMATICALLY TO A SHARE TRUST AND SHALL BE DESIGNATED SHARES-IN-TRUST TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE TRUST’S AMENDED AND RESTATED DECLARATION OF TRUST, AS THE SAME MAY BE FURTHER AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS. SUCH REQUESTS MUST BE MADE TO THE SECRETARY OF THE TRUST AT ITS PRINCIPAL OFFICE OR TO THE TRANSFER AGENT.
          THE TRUST WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED AND, WITH RESPECT TO CLASSES OF SHARES OF BENEFICIAL INTEREST THAT MAY BE ISSUED IN SERIES, THE DIFFERENCE IN RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF BENEFICIAL INTEREST OF EACH SERIES, TO THE EXTENT THAT THEY HAVE BEEN SET, AND THE AUTHORITY OF THE BOARD OF TRUSTEES TO FIX AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE TRUST AT ITS PRINCIPAL OFFICE OR THE TRANSFER AGENT.

          The following abbreviations, when used in the inscription on the face of this Depositary Receipt shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM as tenants in common
TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT- _________________ Custodian
(Cust)                                        (Minor)
UNDER Uniform Gifts to Minors Act
                                                            (State)
UNIF GIFT MIN ACT- ____________________ Custodian (until age _____ )
                                                                                 (Cust)
under Uniform Transfers
                                                                                 (Minor)
to Minors Act
                                                                                 (State)
Additional abbreviations may also be used though not in the above list.
For Value Received, ____________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please print or typewrite name and address including postal zip code of assignee)
Depositary Shares represented by the within Depositary Receipt, and do hereby irrevocably constitute and appoint
Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution
Dated Signed
NOTICE: THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS DEPOSITARY RECEIPT IN EVERY PARTICULAR, WITHOUT ALTERNATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-16.
A-2

Exhibit 4.3 
BRANDYWINE OPERATING PARTNERSHIP, L.P., 
Issuer,
BRANDYWINE REALTY TRUST, 
Parent Guarantor,
CERTAIN SUBSIDIARIES OF BRANDYWINE OPERATING PARTNERSHIP, L.P., 
Subsidiary Guarantors,
and
THE BANK OF NEW YORK, 
Trustee

INDENTURE 
Dated as of [_____ __], 2004

DEBT SECURITIES 

Brandywine Operating Partnership, L.P. 
Reconciliation and tie showing the location in the Indenture dated as of [_____ __], 2004 of the provisions inserted pursuant to Sections 310 to 318(a), inclusive, of the Trust Indenture Act of 1939, as amended. 
Trust Indenture Act Section	Indenture Section	 	
 	 	 	 	
Section 310	(a)(1)	609	 	
 	(a)(2)	609	 	
 	(a)(3)	Not Applicable	 	
 	(a)(4)	Not Applicable	 	
 	(b)	608 and 610 (d)	 	
 	(c)	Not Applicable	 	
Section 311	(a)	613(a) and 613 (c)	 	
 	(b)	613(b) and 613 (c)	 	
 	(c)	Not Applicable	 	
Section 312	(a)	701 and 702 (a)	 	
 	(b)	702 (b) 	 	
 	(c)	702 (c) 	 	
Section 313	(a)	703 (a) 	 	
 	(b)	703 (b) 	 	
 	(c)	703(a) and 703 (b)	 	
 	(d)	703 (d) 	 	
Section 314	(a)	704	 	
 	(b)	Not Applicable	 	
 	(c)	102	 	
 	(c)(1)	102	 	
 	(c)(2)	102	 	
 	(c)(3)	Not Applicable	 	
 	(d)	Not Applicable	 	
 	(e)	102	 	
Section 315	(a)	601 (a) 	 	
 	(b)	602 and 703 (a)(7)	 	
 	(c)	601 (b) 	 	
 	(d)	601 (c) 	 	
 	(d)(1)	601(a)(1)	 	
 	(d)(2)	601(c)(2)	 	
 	(d)(3)	601(c)(3)	 	
 	(e)	514	 	
Section 316	(a)(1)(A)	502 and 512	 	
 	(a)(1)(B)	513	 	
 	(a)(2)	Not Applicable	 	
 	(b)	508	 	
Section 317	(a)(1)	503	 	
 	(a)(2)	504	 	
 	(b)	1003	 	
Section 318	(a)	107	 	

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. 	 	 	

TABLE OF CONTENTS 
PARTIES	1	
 	 	 	
RECITALS	1	
 	 	 	
ARTICLE ONE Definitions and Other Provisions of General Application	1	
 	 	 	
	Section 101. Definitions	1	
	Section 102. Compliance Certificates and Opinions	9	
	Section 103. Form of Documents Delivered to Trustee	10	
	Section 104. Acts of Holders	10	
	Section 105. Notices, Etc. to Trustee, the Issuer and the Guarantors	11	
	Section 106. Notice to Holders; Waiver	12	
	Section 107. Conflict with Trust Indenture Act	12	
	Section 108. Effect of Headings and Table of Contents	12	
	Section 109. Successors and Assigns	13	
	Section 110. Separability Clause	13	
	Section 111. Benefits of Indenture	13	
	Section 112. Governing Law	13	
	Section 113. Non-Business Day	13	
	Section 114. Immunity of Incorporators, Limited Partners, Shareholders, Trustees, Directors and Officers	13	
 	 	 	
ARTICLE TWO Security Forms	14	
 	 	 	
	Section 201. Forms of Securities	14	
	Section 202. Form of Trustee’s Certificate of Authentication	14	
	Section 203. Securities in Global Form	14	
	Section 204. CUSIP Numbers	15	
 	 	 	
ARTICLE THREE The Securities	15	
 	 	 	
	Section 301. Title; Payment and Terms	15	
	Section 302. Denominations	19	
	Section 303. Execution, Authentication, Delivery and Dating	19	
	Section 304. Temporary Securities and Exchange of Securities	20	
 	Section 305. Registration, Registration of Transfer and Exchange	20	
 	Section 306. Mutilated, Destroyed, Lost and Stolen Securities	22	
 	Section 307. Payment of Interest; Interest Rights Preserved	23	
 	Section 308. Persons Deemed Owners	24	
 	Section 309. Cancellation	24	
 	Section 310. Computation of Interest	25	
i 

ARTICLE FOUR Satisfaction and Discharge	25	
 	 	 	
	Section 401. Option to Effect Legal Defeasance or Covenant Defeasance	25	
	Section 402. Legal Defeasance and Discharge	25	
	Section 403. Covenant Defeasance	25	
	Section 404. Conditions to Legal or Covenant Defeasance	26	
	Section 405. Satisfaction and Discharge of Indenture	27	
	Section 406. Survival of Certain Obligations	27	
	Section 407. Acknowledgment of Discharge by Trustee	28	
	Section 408. Application of Trust Moneys	28	
	Section 409. Repayment to the Issuer; Unclaimed Money	28	
	Section 410. Reinstatement	29	
 	 	 	
ARTICLE FIVE Remedies	29	
 	 	 	
	Section 501. Events of Default	29	
	Section 502. Acceleration of Maturity; Rescission and Annulment	31	
	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee	32	
	Section 504. Trustee May File Proofs of Claim	32	
	Section 505. Trustee May Enforce Claims Without Possession of Securities	33	
	Section 506. Application of Money Collected	33	
	Section 507. Limitation on Suits	34	
	Section 508. Unconditional Right of Holders to Receive Principal (and Premium, if any) and Interest, if any	34	
	Section 509. Restoration of Rights and Remedies	35	
	Section 510. Rights and Remedies Cumulative	35	
	Section 511. Delay or Omission Not Waiver	35	
	Section 512. Control by Holders	35	
	Section 513. Waiver of Past Defaults	35	
	Section 514. Undertaking for Costs	36	
	Section 515. Waiver of Stay or Extension Laws	36	
 	 	 	
ARTICLE SIX The Trustee	36	
 	 	 	
	Section 601. Certain Duties and Responsibilities	36	
	Section 602. Notice of Defaults	37	
	Section 603. Certain Rights of Trustee	38	
	Section 604. Not Responsible for Recitals or Issuance of Securities	39	
	Section 605. May Hold Securities	39	
	Section 606. Money Held in Trust	40	
	Section 607. Compensation and Reimbursement	40	
	Section 608. Disqualification; Conflicting Interests	40	
	Section 609. Corporate Trustee Required; Different Trustees for Different Series; Eligibility	41	
	Section 610. Resignation and Removal; Appointment of Successor	41	
	Section 611. Acceptance of Appointment by Successor	42	
	Section 612. Merger, Conversion, Consolidation or Succession to Business	43	
ii 

	Section 613. Preferential Collection of Claims Against Issuer and the Guarantors	43	
	Section 614. Authenticating Agents	44	
 	 	 	
ARTICLE SEVEN Holders’ Lists and Reports by Trustee and the Issuer	45	
 	 	 	
	Section 701. Issuer to Furnish Trustee Names and Addresses of Holders	45	
	Section 702. Preservation of Information; Communications to Holders	45	
	Section 703. Reports by Trustee	46	
	Section 704. Reports by Issuer and the Parent Guarantor	46	
 	 	 	
ARTICLE EIGHT Consolidation, Merger, Conveyance or Transfer	47	
 	 	 	
	Section 801. Issuer May Consolidate, Etc., Only on Certain Terms	47	
	Section 802. Successor Person Substituted for the Issuer	48	
	Section 803. Parent Guarantor May Consolidate, Etc., Only on Certain Terms	48	
	Section 804. Successor Person Substituted for the Parent Guarantor	48	
 	 	 	
ARTICLE NINE Supplemental Indentures	49	
 	 	 	
	Section 901. Supplemental Indentures Without Consent of Holders	49	
	Section 902. Supplemental Indentures With Consent of Holders	50	
	Section 903. Execution of Supplemental Indentures	51	
	Section 904. Effect of Supplemental Indentures	51	
	Section 905. Conformity With Trust Indenture Act	52	
	Section 906. Reference in Securities to Supplemental Indentures	52	
 	 	 	
ARTICLE TEN Covenants	52	
 	 	 	
	Section 1001. Payment of Principal (and Premium, if any) and Interest, if any	52	
	Section 1002. Maintenance of Office or Agency	52	
	Section 1003. Money for Securities Payments To Be Held in Trust	53	
	Section 1004. Statements as to Compliance	54	
	Section 1005. Existence	54	
	Section 1006. Limitations on Incurrence of Indebtedness	54	
	Section 1007. Maintenance of Properties	56	
	Section 1008. Insurance	56	
	Section 1009. Payment of Taxes and Other Claims	56	
	Section 1010. Waiver of Certain Covenants	56	
	Section 1011. Payment of Additional Amounts	57	
	Section 1012. Calculation of Original Issue Discount	59	
	Section 1013. Statement by Officers as to Default	59	
 	 	 	
ARTICLE ELEVEN Redemption of Securities	59	
 	 	 	
	Section 1101. Applicability of Article Eleven	59	
	Section 1102. Election to Redeem; Notice to Trustee	59	
	Section 1103. Selection by Trustee of Securities to Be Redeemed	59	
 	Section 1104. Notice of Redemption.	60	
iii 

 	Section 1105. Deposit of Redemption Price.	61	
 	Section 1106. Securities Payable on Redemption Date.	61	
 	Section 1107. Securities Redeemed in Part.	61	
 	 	 	
ARTICLE TWELVE Sinking Funds	61	
 	 	 	
 	Section 1201. Applicability of This Article Twelve.	61	
 	Section 1202. Satisfaction of Sinking Fund Payments With Securities	62	
 	Section 1203. Redemption of Securities for Sinking Fund	62	
 	 	 	
ARTICLE THIRTEEN Meetings of Holders of Securities	62	
 	 	 	
 	Section 1301. Purposes for Which Meetings May Be Called	62	
 	Section 1302. Call, Notice and Place of Meetings	63	
 	Section 1303. Persons Entitled to Vote at Meetings	63	
 	Section 1304. Quorum; Action.	63	
 	Section 1305. Determination of Voting Rights; Conduct and Adjournment of Meetings	64	
 	Section 1306. Counting Votes and Recording Action of Meetings	65	
 	 	 	
ARTICLE FOURTEEN Guarantees	65	
 	 	 	
 	Section 1401. Guarantees	65	
 	Section 1402. No Subrogation	66	
 	Section 1403. Consideration.	67	
 	Section 1404. Release of Subsidiary Guarantors	67	
 	Section 1405. Future Subsidiary Guarantors	67	
iv 

Back to Contents
INDENTURE dated as of [_____ __] 2004, among BRANDYWINE OPERATING PARTNERSHIP, L.P., a limited partnership formed under the laws of Delaware (the “Issuer”), BRANDYWINE REALTY TRUST, a real estate investment trust formed under the laws of Maryland and the sole general partner and a limited partner of the Issuer (the “Parent Guarantor”), CERTAIN SUBSIDIARIES OF THE ISSUER SIGNATORIES HERETO (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”) and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”). 
RECITALS OF THE ISSUER AND THE GUARANTORS 
The Issuer may issue from time to time for its lawful purposes securities (the “Securities”) evidencing its unsecured indebtedness, which shall be guaranteed (the "Guarantees") by the Guarantors, and each of the Issuer and the Guarantors has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Securities, unlimited as to principal amount, to have such titles, to bear such rates of interest, to mature at such time or times and to have such other provisions as shall be fixed as hereinafter provided. 
All things necessary to make this Indenture a valid agreement of the Issuer and the Guarantors, in accordance with its terms, have been done, and the Issuer and the Guarantors propose to do all things necessary to make the Securities and the Guarantees, when the Securities are executed by the Issuer, authenticated and delivered by the Trustee hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and the Guarantors, respectively, as hereinafter provided. 
NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or series thereof, as follows: 
ARTICLE ONE 
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
Section 101. Definitions. 
For all purposes of this Indenture and all Securities issued hereunder, except as otherwise expressly provided or unless the context otherwise requires: 
(1) the terms defined in this Article One have the meanings assigned to them in this Article One and include the plural as well as the singular; 
(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 
(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States, and the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States at the date or time of such computation; and 

Back to Contents
(4) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.
Certain terms, used principally in Article Three and Article Six, are defined in those Articles.
“Act”, when used with respect to any Holder, has the meaning specified in Section 104.
“Acquired Indebtedness” means Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall 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. 
“Affiliate” means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
“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 such period in respect of, and the amortization during such period of any original issue discount of, Indebtedness of the Issuer and its Subsidiaries. 
“Authenticating Agent” means any Person authorized to authenticate and deliver Securities on behalf of the Trustee for the Securities of any series pursuant to Section 614. 
“Board of Directors” means, as the case may be, the board of trustees of the general partner of the Issuer or the board of trustees, board of directors or equivalent governing body of a Guarantor, or, in each case, any duly authorized committee of such board or governing body. 
“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the general partner of the Issuer or the Secretary or an Assistant Secretary of a Guarantor, as the case may be, to have been duly adopted by the Board of Directors of the Issuer or such Guarantor, as the case may be, and to be in full force and effect on the date of such certification, and delivered to the Trustee for Securities of the applicable series. 
“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York; provided, however, that with respect to LIBOR Securities, the day is also a London Business Day. 
“Certificate of a Firm of Independent Public Accountants” means a certificate signed by any firm of independent public accountants of recognized standing selected by the Issuer. The term “independent” when used with respect to any specified firm of public accountants means such a firm which (1) is in fact independent, (2) does not have any direct financial interest or any material indirect financial interest in the Issuer or in any other obligor upon the Securities of any series or in any affiliate of the Issuer or of such other obligor, and (3) is not connected with the Issuer or such other obligor or any affiliate of the Issuer or of such other obligor, as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions, but such firm may be the regular auditors employed by the Issuer. Whenever it is herein provided that any Certificate of a Firm of Independent Public Accountants shall be furnished to the Trustee for Securities of any series, such Certificate shall state that the signer has read this definition and that the signer is independent within the meaning hereof. 
2 

Back to Contents
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder. 
“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the governmental agency or body performing such duties on such date. 
“Consolidated Income Available for Debt Service” means, for any period, Earnings from Operations of the Issuer and its Subsidiaries plus amounts which have been deducted, and minus amounts which have been added, for the following (without duplication): (i) Annual Debt Service Charge of the Issuer and its Subsidiaries, (ii) provision for taxes of the Issuer and its Subsidiaries based on income, (iii) provisions for gains and losses on properties and depreciation and amortization, (iv) increases in deferred taxes and other non-cash items, (v) depreciation and amortization with respect to interests in joint venture and partially owned entity investments, (vi) the effect of any charge resulting from a change in accounting principles in determining Earnings from Operations for such period and (vii) amortization of deferred charges. 
“Corporate Trust Office” means the office of the Trustee for Securities of any series at which at any particular time its corporate trust business shall be principally administered, which office of the Trustee, at the date of the execution of this Indenture, is located at 101 Barclay Street, Fl. 8W, New York, New York 10286 Attention: Corporate Trust Administration or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Issuer). 
“corporation” includes corporations, limited liability companies, associations, companies and business trusts. 
“Defaulted Interest” has the meaning specified in Section 307. 
“Depositary” means, with respect to the Securities of any series issuable or issued in the form of a Global Security, the Person designated as Depositary by the Issuer pursuant to Section 301 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Securities of that series. 
“Dollars” and the sign “$” mean the currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. 
“Earnings from Operations” means, for any period, net income or loss of the Issuer and its Subsidiaries, excluding (i) provisions for gains and losses on sales of investments or joint ventures; (ii) provisions for gains and losses on disposition of discontinued operations; (iii) extraordinary and non-recurring items; and (iv) impairment charges and property valuation losses, as reflected in the consolidated financial statements of the Issuer and its Subsidiaries for such period determined in accordance with GAAP. 
3 

Back to Contents
“Encumbrance” means any mortgage, lien, charge, pledge or security interest of any kind. 
“Event of Default” has the meaning specified in Section 501. 
“Exchange Act” means the Securities Exchange Act of 1934, as amended, as in force at the date as of which this Indenture was executed; provided, however, that in the event the Securities Exchange Act of 1934 is amended after such date, “Exchange Act” means, to the extent required by any such amendment, the Securities Exchange Act of 1934 as so amended. 
“Existing Credit Agreement” means (i) the credit agreement, dated as of May 24, 2004, as may be amended from time to time, among the Issuer and the Parent Guarantor, as borrowers, the several lenders party thereto and JPMorgan Chase Bank, as administrative agent, and (ii) any successor credit agreement thereto (whether by renewal, replacement, refinancing or otherwise) that is the principal credit agreement of the Operating Partnership or the Parent Guarantor (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). 
“Existing Credit Agreement Guarantor” means every Subsidiary of the Company that is a guarantor under the Existing Credit Agreement from time to time; provided that, to the extent that any or all of such Subsidiaries cease to be guarantors under the Existing Credit Agreement, such Subsidiaries shall cease to be Existing Credit Agreement Guarantors. 
“GAAP” means generally accepted accounting principles as used in the United States applied on a consistent basis. 
“Global Securities” means Securities in global form. 
“Government Obligations” means securities which are (i) direct obligations of the United States (or the government which issued the currency in which the Securities of a particular series are payable) or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States (or the government which issued the currency in which the Securities of such series are payable), the payment of which is unconditionally guaranteed by such government, which, in either case, are full faith and credit obligations of the United States (or the government which issued the currency in which the Securities of such series are payable) and are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust issuer 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 such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository 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 depository receipt. 
“Guarantees” means any guarantee of payment of the Securities and any other obligations of the Issuer by the Guarantors pursuant to the terms of this Indenture. 
“Guarantor” has the meaning specified in the first paragraph of this Indenture. 
“Holder” means the Person in whose name a Security is registered in the Security Register. 
4 

Back to Contents
“Identifying Numbers” has the meaning specified in Section 204. 
“Incur” means issue, create, assume, guarantee, incur or otherwise become liable for; and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing. 
“Indebtedness’’ means, with respect to the Issuer or any of its Subsidiaries (without duplication) any indebtedness of the Issuer or any of its respective Subsidiaries, (i) in respect of borrowed money, (ii) evidenced by bonds, notes, debentures or similar instruments, (iii) secured by any mortgage, pledge, lien, charge, encumbrance or any security interest existing on property owned by the Issuer or any of its Subsidiaries, (iv) 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 (v) consisting of capitalized leases, and also includes, to the extent not otherwise included, any obligation by the Issuer or any of its Subsidiaries to be liable for, o r 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 Issuer or its Subsidiaries); it being understood that indebtedness shall be deemed to be incurred by the Issuer or any of its Subsidiaries whenever it or that Subsidiary creates, assumes, guarantees or otherwise becomes liable in respect thereof. Indebtedness of any Subsidiary existing prior to the time it became a Subsidiary of the Issuer shall be deemed to be incurred at the time that Subsidiary becomes a Subsidiary of the Issuer; and Indebtedness of a Person existing prior to a merger or consolidation of that person with the Issuer or any of its Subsidiaries in which that Person is the successor to the Issuer or that Subsidiary shall be deemed to be incurred upon the consummation of that merger or consolidation. Notwithstanding the preceding sentences of this definition, the term Indebtedness shall not include any indebtedness that had been the subject of an “in substance” defeasance in accordance with GAAP. 
“Indenture” means this Indenture as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of a particular series of Securities established as contemplated by Section 301. 
“Intercompany Indebtedness” means Indebtedness to which the only parties are the Issuer, any of the Guarantors and any of their respective Subsidiaries (but only so long as such Indebtedness is held solely by any of the Issuer, any of the Guarantors and any of their respective Subsidiaries) that is subordinate in right of payment to the Securities. 
“interest” means, when used with respect to an OID Security which by its terms bears interest only after Maturity, interest payable after Maturity. 
“Interest Payment Date” means, when used with respect to any Security, the Stated Maturity of an installment of interest on such Security. 
“Issue Date” means the date on which the Securities of a particular series are originally issued under this Indenture. 
“Issuer” means the Person named as the “Issuer” in the first paragraph of this Indenture until a successor entity shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor entity. 
“Issuer Request” and “Issuer Order” mean a written request or order signed in the name of the Issuer by any of the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the President or a Vice President and by any of the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the general partner of the Issuer, and delivered to the Trustee for Securities of the applicable series. 
5 

Back to Contents
“LIBOR” means, with respect to any series of Securities, the rate specified as LIBOR for such Securities in accordance with Section 301. 
“LIBOR Security” means any Security which bears interest at a floating rate calculated with reference to LIBOR. 
“London Business Day” means, with respect to any LIBOR Security, a day on which commercial banks are open for business, including dealings in the LIBOR Currency, in London. 
“Maturity” means, when used with respect to any Security, the date on which the principal (or, if the context so requires, in the case of an OID Security, a lesser amount) of that Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, request for redemption, repayment at the option of the holder, pursuant to any sinking fund or otherwise. 
“Notice of Default” has the meaning specified in Section 501(3). 
“Obligation” has the meaning specified in Section 1401. 
“Officers’ Certificate” means a certificate signed by any of the Chairman of the Board of Directors, a Vice Chairman of the Board of the Directors, the Chief Executive Officer, the President or a Vice President, and by any of the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the general partner of the Issuer or of a Guarantor, as the case may be, and delivered to the Trustee for the Securities of the applicable series. 
“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel to the Issuer or a Guarantor, as the case may be. 
“OID Security” means a Security which provides for an amount (excluding any amounts attributable to accrued but unpaid interest thereon) less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 
“Outstanding” means, when used with respect to Securities, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
(1) Securities theretofore cancelled by the Trustee for such Securities or delivered to such Trustee for cancellation; 
(2) Securities or portions thereof for whose payment or redemption money in the necessary amount and in the required currency or currency unit has been theretofore deposited with the Trustee for such Securities or any Paying Agent (other than the Issuer, any of the Guarantors or any other obligor upon the Securities) in trust or set aside and segregated in trust by the Issuer, any of the Guarantors or any other obligor upon the Securities (if the Issuer, such Guarantors or any other obligor upon the Securities shall act as its own Paying Agent) for the Holders of such Securities; provided, however, that, if such Securities or portions thereof are to be redeemed, notice of such redemption h as been duly given pursuant to this Indenture, or provision therefor satisfactory to such Trustee has been made; and 
6 

Back to Contents
(3) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented proof satisfactory to the Trustee for such Securities that any such Securities are held by a bona fide holder in due course; 
provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, (a) Securities owned by the Issuer, any of the Guarantors or any other obligor upon the Securities or any Affiliate of the Issuer, such Guarantors or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee for such Securities shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of Trustee actually knows to be so owned shall be so disregarded (Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establ ishes to the satisfaction of such Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer, any of the Guarantors or any other obligor upon the Securities or any Affiliate of the Issuer, such Guarantors or of such other obligor), (b) the principal amount of an OID Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration pursuant to Section 502, and (c) the principal amount of a Security denominated in one or more foreign currencies or currency units shall be the U.S. dollar equivalent, determined in the manner provided as contemplated by Section 301 on the date of original issuance of such Security, of the principal amount (or, in the case of an OID Security, the U.S. dollar equivalent on the date of original issuance of such Security of the amount determined as provided in Clause (b) above) of such Security. 
“Parent Guarantor” has the meaning specified in the first paragraph of this Indenture until a successor entity shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Parent Guarantor” shall mean such successor entity. 
“Paying Agent” means The Bank of New York or any other Person authorized by the Issuer to pay the principal of (and premium, if any) or interest, if any, on any Securities of any series on behalf of the Issuer or any of the Guarantors. 
“Person” means any individual, firm, corporation, partnership, association, joint venture, tribunal, limited liability company, trust, government or political subdivision or agency or instrumentality thereof, or any other entity or organization. 
“Place of Payment” means, when used with respect to the Securities of any particular series, the place or places where the principal of (and premium, if any) and interest, if any, on the Securities of that series are payable, as contemplated by Section 301 and 1002. 
“Predecessor Security” means, with respect to any particular Security, every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security, and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Security. 
“Redemption Date” means, when used with respect to any Security to be redeemed in whole or in part, the date fixed for such redemption by or pursuant to this Indenture. 
7 

Back to Contents
“Redemption Price” means, when used with respect to any Security to be redeemed, the price at which it is to be redeemed pursuant to the terms of the Indenture or in any Security issued thereunder. 
“Regular Record Date” means, with respect to the interest payable on any Interest Payment Date on the Securities of any series, the date, if any, specified for that purpose as contemplated by Section 301 whether or not a Business Day. 
“Responsible Officer” means, when used with respect to the Trustee for any series of Securities, (i) any vice president, assistant vice president, assistant secretary, assistant treasurer or any trust officer of the Trustee or (ii) any other officer of the Corporate Trust Department of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who is charged with the administration of this Indenture and who shall have responsibility for the administration of this Indenture. 
“Securities” means securities evidencing unsecured indebtedness of the Issuer authenticated and delivered under this Indenture. 
“Security Register” and “Security Registrar” have the respective meanings specified in Section 305. 
“series” of Securities means all Securities denoted as part of the same series authorized by or pursuant to a particular Board Resolution of the Issuer. 
“Significant Subsidiary” means any Subsidiary of the Issuer which is a "significant subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated under the Securities Act of 1933, as amended). 
“Special Record Date” means, with respect to the payment of any Defaulted Interest on the Securities of any series, a date fixed by the Trustee for such series pursuant to Section 307. 
“Stated Maturity” means, when used with respect to any Security or any installment of principal thereof or interest thereon, the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 
“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, w ith respect to the interest of the Parent Guarantor, the Issuer 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 the Parent Guarantor, the Issuer or such Subsidiary in such partnership, 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. 
8 

Back to Contents
“Subsidiary Guarantor” means each Subsidiary of the Company (other than a Subsidiary which is not an Existing Credit Agreement Guarantor) in existence on the date hereof, as specified in the first paragraph of this Indenture, and any future Subsidiary Guarantor that is required to guarantee the Securities under the terms of this Indenture); provided, however, that, in the event any Subsidiary Guarantor is released pursuant to Section 1404, such entity shall no longer be deemed a “Subsidiary Guarantor.”. 
“Total Assets” means, as of any date, the sum of (i) the Undepreciated Real Estate Assets and (ii) all other assets of the Issuer and its Subsidiaries determined in accordance with GAAP (but excluding accounts receivable and intangibles). 
“Total Unencumbered Assets” means the sum of (i) those Undepreciated Real Estate Assets not subject to an Encumbrance for borrowed money and (ii) all other assets of the Issuer and its Subsidiaries not subject to an Encumbrance for borrowed money, determined in accordance with GAAP (but excluding accounts receivable and intangibles). 
“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force at the date as of which this Indenture was executed; provided, however, that in the event the Trust Indenture Act is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 
“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture and, subject to the provisions of Article Six hereof, shall also include its successors and assigns as Trustee hereunder. If there shall be at one time more than one Trustee hereunder, “Trustee” means each such Trustee and shall apply to each such Trustee only with respect to those series of Securities with respect to which it is serving as Trustee. 
“Undepreciated Real Estate Assets” means, as of any date, the cost (original cost plus capital improvements) of real estate assets of the Issuer and its Subsidiaries on such date, before depreciation and amortization, determined on a consolidated basis in accordance with GAAP. 
“Unsecured Indebtedness” means Indebtedness which is not secured by any Encumbrance upon any of the properties of the Issuer or any of its Subsidiaries. 
“United States” means, unless otherwise specified with respect to Securities of any series, the United States of America (including the states and the District of Columbia), its territories, its possessions (which include, at the date of this Indenture, Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) and other areas subject to its jurisdiction. 
“United States Alien” has the meaning specified in Section 1011. 
“Yield to Maturity” means, when used with respect to any OID Security, the yield to maturity, if any, set forth on the face thereof. 
Section 102. Compliance Certificates and Opinions. 
Upon any application or request by the Issuer or the Guarantors to the Trustee for any series of Securities to take any action under any provision of this Indenture or any supplement hereto, the Issuer and/or the Guarantors, as the case may be, shall furnish to such Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 
9 

Back to Contents
Every certificate (other than certificates provided pursuant to Section 1004) or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 
(1) a statement that each individual signing such certificate or opinion has read such condition or covenant and the definitions herein relating thereto;
(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and
(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 
Section 103. Form of Documents Delivered to Trustee. 
In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
Any certificate or opinion of an officer of the Issuer or of any of the Guarantors may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a certificate or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the opinion, certificate or representations with respect to matters upon which his certificate or opinion is based are erroneous. 
Any such Opinion of Counsel or certificate or representations may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer or any of the Guarantors, as the case may be, stating that the information with respect to such factual matters is in the possession of the Issuer or any of the Guarantors, as the case may be, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 
Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
Section 104. Acts of Holders. 
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee for the appropriate series of Securities and, where it is hereby expressly required, to the Issuer and/or the Guarantors. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee for the appropriate series of Securities and the Issuer, the Guarantors and any agent of such Trustee, the Issuer or any of the Guarantors, if made in the manner provided in this Section 104. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1306. 
10 

Back to Contents 
The Issuer may at its discretion set a record date for purposes of determining the identity of Holders of Securities entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture, but the Issuer shall have no obligation to do so. If not set by the Issuer prior to the first solicitation of Holders of Securities of a particular series made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be 30 days prior to the first solicitation of such vote or consent. Upon the fixing of such a record date, those persons who were Holders of Securities at such record date (or their duly designated proxies), and only those persons, shall be entitled with respect to such Securities to take such action by vote or consent or to revoke any vote or consent previously given, whether or not such persons continue to be Holders after such record date. 
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or association or a member of a partnership, or an official of a public or governmental body, on behalf of such corporation, association, partnership or public or governmental body or by a fiduciary, such certificate or affidavit shall also constitute sufficient proof of his authority. 
(c) The fact and date of the execution by any Person of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee for the appropriate series of Securities deems reasonably sufficient. 
(d) The principal amount and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. 
(e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee for such Securities, the Security Registrar, any Paying Agent, the Guarantors or the Issuer in reliance thereon, whether or not notation of such action is made upon such Security. 
Section 105. Notices, Etc. to Trustee, the Issuer and the Guarantors. 
Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,
11 

Back to Contents 
(1) the Trustee for a series of Securities by any Holder or by the Issuer or any of the Guarantors shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with such Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, or if sent by facsimile transmission, to a facsimile number provided by the Trustee, with a copy mailed, first class postage prepaid to the Trustee addressed to it as provided above, or
(2) the Issuer or any of the Guarantors by such Trustee or by any Holder shall be sufficient for every purpose hereunder (except as provided in paragraphs (3), (4) and (5) of Section 501) if furnished in writing and mailed, first class postage prepaid, addressed to the Issuer at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to such Trustee by the Issuer, or if sent by facsimile transmission, to a facsimile number provided to the Trustee by the Issuer, with a copy mailed, first class postage prepaid, to the Issuer addressed to it as provided above. 
Section 106. Notice to Holders; Waiver. 
Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) to Holders of Securities if in writing and mailed, first class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. 
In any case where notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Security shall affect the sufficiency of such notice with respect to other Holders of Securities. Any notice mailed in the manner prescribed by this Indenture shall be conclusively deemed to have been given whether or not received by any particular Holder. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders of Securities by mail, then such notification as shall be made with the reasonable approval of the Trustee for such Securities shall constitute a sufficient notification for every purpose hereunder. 
Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee for such Securities, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
Section 107. Conflict with Trust Indenture Act. 
If any provision hereof limits, qualifies or conflicts with the duties imposed by any of Sections 310 through 317, inclusive, of the Trust Indenture Act through the operation of Section 318(c) thereof, such imposed duties shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision shall be deemed to apply to the Indenture as so modified or excluded, as the case may be 
Section 108. Effect of Headings and Table of Contents. 
The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
12 

Back to Contents
Section 109. Successors and Assigns.
All covenants and agreements in this Indenture by the Issuer and the Guarantors shall bind their respective successors and assigns, whether so expressed or not.
Section 110. Separability Clause. 
In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
Section 111. Benefits of Indenture. 
Nothing in this Indenture or in the Securities, expressed or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Security Registrar, an Authenticating Agent and their successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
Section 112. Governing Law. 
This Indenture, the Guarantees and the Securities shall be governed by, and construed in accordance with, the laws of the State of New York. 
Section 113. Non-Business Day. 
Unless otherwise stated with respect to Securities of any series, in any case where any Interest Payment Date, Redemption Date or Stated Maturity of a Security of any particular series shall not be a Business Day at any Place of Payment with respect to Securities of that series, then (notwithstanding any other provision of this Indenture or of the Securities) payment of principal of (and premium, if any) and interest, if any, with respect to such Security need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 
Section 114. Immunity of Incorporators, Limited Partners, Shareholders, Trustees, Directors and Officers.
No recourse shall be had for the payment of the principal of (and premium, if any), or the interest, if any, on any Security of any series, or for any claim based thereon, or upon any obligation, covenant or agreement of this Indenture, against any incorporator, limited partner, shareholder, trustee, director, officer or employee, as such, past, present or future, of the Issuer, any of the Guarantors or of any successor entity to the Issuer or such Guarantor, either directly or indirectly through the Issuer, such Guarantor or any successor entity to the Issuer or such Guarantor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment of penalty or otherwise; it being expressly agreed and understood that this Indenture, the Guarantees and all the Securities of each series are solely obligations of the Issuer and/or the Guarantors (as the case may be), and that no personal liability whatever shall a ttach to, or is incurred by, any incorporator, limited partner, shareholder, trustee, director, officer or employee, past, present or future, of the Issuer, any of the Guarantors or of any successor entity to the Issuer or such Guarantor, either directly or indirectly through the Issuer, such Guarantor or any successor corporation to the Issuer or such Guarantor, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any of the Securities of any series, or to be implied herefrom or therefrom; and that all such personal liability is hereby expressly released and waived as a condition of, and as part of the consideration for, the execution of this Indenture and the issuance of the Securities of each series. 
13 

Back to Contents
ARTICLE TWO 
SECURITY FORMS 
Section 201. Forms of Securities. 
The Securities of each series shall be in such form or forms (including global form) as shall be established by or pursuant to a Board Resolution of the Issuer, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Issuer may reasonably deem appropriate and as may be required to comply with any law, with any rule or regulation made pursuant thereto, with any rules of any securities exchange, automated quotation system or clearing agency or to conform to usage, as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of such Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form the reof shall be established as provided in the preceding sentence. 
The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution thereof. 
Section 202. Form of Trustee’s Certificate of Authentication. 
Subject to Section 614, the Certificate of Authentication on all Securities shall be in substantially the following form: 
“This is one of the Securities of the series designated therein described in the within-mentioned Indenture. 
 	THE BANK OF NEW YORK,	
 	as Trustee	

 	By	 	
 	 		
 	 	Authorized Signatory	
Section 203. Securities in Global Form. 
If any Security of a series is issuable in global form, such Security may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee and in such manner as shall be specified in such Security. Any instructions by the Issuer with respect to a Security in global form, after its initial issuance, shall be in writing but need not comply with Section 102. 
14 

Back to Contents
Unless otherwise provided with respect to any series of Securities as contemplated by Section 301, Global Securities shall be issuable only in registered form without coupons, and may be issued in either temporary or permanent form. 
Any Security issued in global form shall bear the following legend: 
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. [If a Global Security is to be held by The Depository Trust Company, then insert: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.]
Section 204. CUSIP Numbers. 
The Issuer in issuing the Securities may use “CUSIP” numbers (if then generally in use) or other identifying numbers (“Identifying Numbers”) and, if so, the Trustee shall use such Identifying Numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such Identifying Numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identifying numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee of any change in the Identifying Numbers. 
ARTICLE THREE 
THE SECURITIES 
Section 301. Title; Payment and Terms. 
The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to Board Resolutions of the Issuer. 
15 

Back to Contents
The Securities may be issued in one or more series, each of which shall be issued pursuant to Board Resolutions of the Issuer. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of that series and set forth in the Securities of that series when issued from time to time):
(1) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities);
(2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 304, 305, 306, 906 or 1107) and whether additional Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities;
(3) the date or dates (or manner of determining the same) on which the principal of the Securities of that series is payable (which, if so provided in such Board Resolutions, may be determined by the Issuer from time to time and set forth in the Securities of the series issued from time to time);
(4) the rate or rates (or the manner of calculation thereof) at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307;
(5) the place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable, any Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer in respect of the Securities of that series and this Indenture may be served;
(6) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the option;
(7) the obligation, if any, of the Issuer to redeem, repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
16

Back to Contents
(8) if other than denominations of $5,000 and integral multiples of $1,000 in excess thereof, the denominations in which any Securities of that series shall be issuable;
(9) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502;
(10) the inapplicability of any Event of Default or covenant set forth in Article Ten hereof to the Securities of that series, or the applicability of any other Events of Defaults or covenants in addition to the Events of Default or covenants set forth herein to Securities of that series;
(11) if a Person other than The Bank of New York is to act as Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Trustee; 
(12) the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of “Outstanding” in Section 101;
(13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701;
(16) if other than as set forth in Article Four, provisions for the satisfaction and discharge of this Indenture with respect to the Securities of that series;
(17) the date as of which any Global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued;
(18) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, for such Global Security or Securities, whether such global form shall be permanent or temporary;
(19) if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Securities; 
17 

Back to Contents
(20) the extent and manner, if any, to which payment on or in respect of Securities of that series shall be subordinated to the prior payment of other liabilities and obligations of the Issuer;
(21) whether and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option);
(22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons;
(23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Four; and
(24) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). 
All Securities of any particular series shall be substantially identical except as to denomination and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer’s Certificate relating thereto or provided in or pursuant to any supplemental indenture hereto. The terms of such Securities, as set forth above, may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. 
Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following:
(1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved;
(2) An Officers’ Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and
(3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors’ rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.
18 

Back to Contents
Section 302. Denominations. 
Unless otherwise provided with respect to any series of Securities as contemplated by Section 301, Securities shall be issuable only in registered form without coupons. Unless otherwise provided with respect to any series of Securities as contemplated by Section 301, any Securities of a series other than Global Securities (which may be of any denomination) shall be issuable in denominations of $5,000 and integral multiples of $1,000 in excess thereof.
Section 303. Execution, Authentication, Delivery and Dating. 
The Securities shall be executed on behalf of the Issuer by the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, or the President, Chief Executive Officer or one of the Vice Presidents of its general partner, under the seal of such general partner reproduced thereon. The signature of any of these officers on the Securities may be manual or facsimile. 
Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 
At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series, executed by the Issuer to the Trustee for the Securities of such series for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and such Trustee, in accordance with the Issuer Order, shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section 303 and Section 304, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner’s interest in such permanent Global Security. If all the Securities of any one series are not to be issued at one time and if a Bo ard Resolution of the Issuer relating to such Securities shall so permit, such Issuer Order may set forth procedures acceptable to the Trustee for the issuance of such Securities, including, without limitation, procedures with respect to interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. 
Notwithstanding any contrary provision herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary for the Issuer to deliver the Board Resolution, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Sections 102 and 301 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. 
Each Security shall be dated the date of its authentication. 
No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein manually executed by the Trustee for such Security or on its behalf pursuant to Section 614, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. 
19

Back to Contents
In case any Securities shall have been authenticated, but not delivered, by the Trustee or the Authenticating Agent for such series then in office, any successor by merger, conversion or consolidation to such Trustee, or any successor Authenticating Agent, as the case may be, may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee or successor Authenticating Agent had itself authenticated such Securities. 
Each Depositary designated pursuant to Section 301 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 
The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 303 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. 
Section 304. Temporary Securities and Exchange of Securities. 
Pending the preparation of definitive Securities of any particular series, the Issuer may execute, and upon Issuer Order the Trustee for the Securities of such series shall authenticate and deliver, in the manner specified in Section 303, temporary Securities which are printed, lithographed, typewritten, photocopied or otherwise produced, in any denomination, with like terms and conditions as the definitive Securities of like series in lieu of which they are issued in registered form, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. Any such temporary Securities may be in global form, representing such of the Outstanding Securities of such series as shall be specified therein. 
If temporary Securities of any particular series are issued, the Issuer shall cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of such definitive Securities, the temporary Securities of such series shall be exchangeable for such definitive Securities of a like Stated Maturity and with like terms and provisions upon surrender of the temporary Securities of such series at the office or agency of the Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any particular series, the Issuer shall execute and (in accordance with an Issuer Order delivered at or prior to the authentication of the first definitive Security of such series) the Trustee for the Securities of such series shall authenticate and deliver in exchange therefor a like principal amount of definitive S ecurities of authorized denominations of the same series and of a like Stated Maturity and with like terms and provisions. Until exchanged as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and with like terms and conditions, except as to payment of interest, if any, authenticated and delivered hereunder. 
Any temporary Global Security and any permanent Global Security shall, unless otherwise provided therein, be delivered to the Depositary designated pursuant to Section 301. 
Section 305. Registration, Registration of Transfer and Exchange. 
The Issuer shall cause to be kept at the Corporate Trust Office of the Trustee for the Securities of each series a register (the register maintained in such office being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Securities and of transfers of Securities. The Trustee for the Securities of each series is hereby initially appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities of such series as herein provided. 
20 

Back to Contents
Upon surrender for registration of transfer of any Security of any particular series at the office or agency of the Issuer in a Place of Payment for that series, the Issuer shall execute, and the Trustee for the Securities of each series shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations, and of a like Stated Maturity and of a like series and aggregate principal amount and with like terms and conditions. 
Except as set forth below, at the option of the Holder, Securities of any particular series may be exchanged for other Securities of any authorized denominations, and of a like Stated Maturity and of a like series and aggregate principal amount and with like terms and conditions upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee for such Securities shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
Notwithstanding any other provision of this Section 305 or Section 304, unless and until it is exchanged in whole or in part for Securities in definitive form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. 
If at any time the Depositary for Securities of a series notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 303, the Issuer shall appoint a successor Depositary with respect to the Securities for such series. If (i) a successor Depositary for the Securities of such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, (ii) the Issuer delivers to the Trustee for Securities of such series an Issuer Order stating that the Securities of such series shall be exchangeable, or (iii) an Event of Default under Section 501 hereof has occurred and is continuing with respect to the Securities of such series, the Trustee, upon receipt of an Issuer Order for the authentication and deliver y of definitive Securities of such series, shall authenticate and deliver Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. 
The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. 
Upon the exchange of a Global Security for Securities in definitive form representing the aggregate principal amount of such Global Security, such Global Security shall be cancelled by the Trustee. Securities issued in exchange for a Global Security pursuant to this Section 305 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Security to the persons in whose names such Securities are so registered. 
21 

Back to Contents
All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuer and the Guarantors, respectively, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 
Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Trustee for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar for such series duly executed, by the Holder thereof or his attorney duly authorized in writing. 
No service charge shall be made for any registration of transfer or exchange of Securities, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. 
The Issuer shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 1104 and ending at the close of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption as a whole or in part, except the unredeemed portion of any Security being redeemed in part. 
Section 306. Mutilated, Destroyed, Lost and Stolen Securities. 
If (i) any mutilated Security is surrendered to the Trustee for such Security or the Issuer, the Guarantors and the Trustee for a Security receive evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) there is delivered to the Issuer, the Guarantors and such Trustee such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Issuer, any of the Guarantors or such Trustee that such Security has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request such Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for such mutilated Security a new Security of the same series and in a like principal amount and of a like Stated Maturity and with like terms and conditions, and bearing a number not contemporaneously outstanding. 
In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Issuer, the Guarantors and the Trustee for such Security such security or indemnity as may be required by them to save each of them harmless, and in case of destruction, loss or theft, evidence satisfactory to the Issuer, the Guarantors and such Trustee and any agent of any of them of the destruction, loss or theft of such Security and the ownership thereof. 
Upon the issuance of any new Security under this Section 306, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including all fees and expenses of the Trustee for such Security) connected therewith. 
Every new Security of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security shall constitute an original additional contractual obligation of the Issuer and the Guarantors whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and each such new Security shall be at any time enforceable by anyone, and each such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder. 
22 

Back to Contents
The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
Section 307. Payment of Interest; Interest Rights Preserved. 
Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall, if so provided in such Security, be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest payment. 
Unless otherwise provided with respect to the Securities of any series, payment of interest may be made at the Corporate Trust Office or, at the option of the Issuer may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer of funds to the Person entitled thereto at a bank account maintained within the United States. 
Any interest on any Security of any particular series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Issuer at its election in each case, as provided in clause (1) or (2) below: 
(1) The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of that series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee for the Securities of such series in writing of the amount of Defaulted Interest proposed to be paid on each Security of that series and the date of the proposed payment, and at the same time the Issuer or any of the Guarantors shall deposit with such Trustee an amount of money in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series), equal to t he aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to such Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon such Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall not be more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by such Trustee of the notice of the proposed payment. Such Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of that series at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Securities of that series (or their respective Predecessor Securities) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause (2). 
23 

Back to Contents
(2) The Issuer or any of the Guarantors may make payment of any Defaulted Interest on Securities of any particular series in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice is given by the Issuer to the Trustee for the Securities of such series of the proposed manner of payment pursuant to this clause, such manner of payment shall be deemed practicable by such Trustee. 
Subject to the foregoing provisions of this Section 307 and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
Section 308. Persons Deemed Owners. 
Prior to due presentment of a Security for registration of transfer, the Issuer, the Guarantors, the Trustee for such Security and any agent of the Issuer, any of the Guarantors or such Trustee may treat the Person in whose name any such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Issuer, the Guarantors, such Trustee or any agent of the Issuer, any of the Guarantors or such Trustee shall be affected by notice to the contrary. 
None of the Issuer, the Guarantors, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 
Section 309. Cancellation. 
All Securities surrendered for payment, redemption, registration of transfer or exchange, or delivered in satisfaction of any sinking fund payment, shall, if surrendered to any Person other than the Trustee for such Securities, be delivered to such Trustee and shall be promptly cancelled by it. The Issuer or any of the Guarantors may at any time deliver to the Trustee for Securities of a series for cancellation any Securities previously authenticated and delivered hereunder which the Issuer or any of the Guarantors may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by such Trustee. Notwithstanding any other provision of this Indenture to the contrary, in the case of a series, all the Securities of which are not to be originally issued at one time, a Security of such series shall not be deemed to have been Outstanding at any time hereunder if and to the extent that , subsequent to the authentication and delivery thereof, such Security is delivered to the Trustee for such Security for cancellation by the Issuer or any agent thereof upon the failure of the original purchaser thereof to make payment therefor against delivery thereof, and any Security so delivered to such Trustee shall be promptly cancelled by it. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 309, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee for such Securities shall be disposed of by such Trustee in accordance with its standard procedures and a certificate of disposition evidencing such disposition of Securities shall be provided to the Issuer, upon its written request therefor, by such Trustee. 
  
24 

Back to Contents
Section 310. Computation of Interest. 
Except as otherwise specified as contemplated by Section 301 for Securities of any particular series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 
ARTICLE FOUR 
SATISFACTION AND DISCHARGE 
Section 401. Option to Effect Legal Defeasance or Covenant Defeasance. 
The Issuer may, at the option of its Board of Directors evidenced by a Board Resolution set forth in an Officers’ Certificate, at any time, with respect to the Securities of any series, elect to have either Section 402 or 403 be applied to all of the Outstanding Securities of that series upon compliance with the conditions set forth below in this Article Four. 
Section 402. Legal Defeasance and Discharge. 
Upon the Issuer’s exercise under Section 401 of the option applicable to this Section 402, the Issuer and the Guarantors shall be deemed to have been discharged from its obligations with respect to all Outstanding Securities of the particular series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer shall be deemed to have paid and discharged all the obligations relating to the Outstanding Securities of that series and the Securities of that series shall thereafter be deemed to be “outstanding” only for the purposes of Section 406, Section 408 and the other Sections of this Indenture referred to below in this Section 402, and to have satisfied all of its other obligations under such Securities and this Indenture and cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the Iss uer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Outstanding Securities of the particular series to receive payments in respect of the principal of (and premium, if any) and interest, if any, on such Securities when such payments are due or on the Redemption Date solely out of the trust created pursuant to this Indenture; (b) the Issuer’s obligations with respect to such Securities concerning issuing temporary Securities of that series, or, where relevant, registration of such Securities, mutilated, destroyed, lost or stolen Securities of that series and the maintenance of an office or agency for payment and money for Security payments held in trust; (c) the rights, powers, trusts, duties and immunities of the Trustee for the Securities of that series, and the Issuer’s and the Guarantors’ obligations in connection therewith; (e) the payment of additional amounts, if any, on such Securities as contemplated by Section 1011; and (f) this Article Four and the obligations set forth in Section 406 hereof. 
Subject to compliance with this Article Four, the Issuer may exercise its option under Section 402 notwithstanding the prior exercise of its option under Section 403 with respect to the Securities of a particular series. 
Section 403. Covenant Defeasance. 
Upon the Issuer’s exercise under Section 401 of the option applicable to this Section 403, (i) the Issuer and the Guarantors shall be released from any obligations under the covenants contained in Section 704, Section 801, Sections 1004 through 1009, inclusive, and such other obligations as shall be set forth in any supplemental indenture for the Securities hereof and (ii) the occurrence of any event specified in Sections 501(3), 501(4) (with respect to any of Section 704, Section 801, Sections 1004 through 1009, inclusive, and such other obligations as shall be set 
25 

Back to Contents
forth in any supplemental indenture for the Securities), 501(5) and 501(9) shall be deemed not to be or result in an Event of Default, in each case, with respect to the Outstanding Securities of the particular series, on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Securities of that series shall thereafter be deemed not “Outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder (it being understood that such Securities shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Securities of that series, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a default or Event of Default under subsection 501(3) but, except as specified above, the remainder of this Indenture and the Securities of that series shall be unaffected thereby. 
Section 404. Conditions to Legal or Covenant Defeasance. 
The following shall be the conditions to the application of either Section 402 or Section 403 to the Outstanding Securities of a particular series:
(a) the Issuer or any of the Guarantors must irrevocably deposit, or cause to be irrevocably deposited, with the Trustee for the Securities of that series, in trust, for the benefit of the Holders of the Securities of that series, cash in the currency or currency unit in which the Securities of that series are payable (except as otherwise specified pursuant to Section 301 for the Securities of that series), Government Obligations or a combination thereof in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay (i) the principal of (and premium, if any) and interest, if any, due on the outstanding Securities of that series, or on the applicable Redemption Date, as the case may be, with respect to the outstanding Securities of that series; and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities;
(b) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to such Trustee confirming that, subject to customary assumptions and exclusions, (1) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (2) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the Outstanding Securities of that series shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and shall 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 such Legal Defeasance had not occurred; 
(c) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to such Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Outstanding Securities of that series shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
26 

Back to Contents
(d) no Event of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 501(5) or Section 501(6) shall have occurred and be continuing on the 123rd day after such date; 
(e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument to which the Issuer is a party or by which the Issuer is bound; 
(f) the Issuer shall have delivered to the Trustee for the Securities of that series an Officers’ Certificate and an Opinion of Counsel in the United States (which opinion of counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. 
Section 405. Satisfaction and Discharge of Indenture. 
This Indenture shall be discharged and shall cease to be of further effect as to all Securities of any particular series issued hereunder when either (i) all Securities of that series theretofore authenticated and delivered (except (A) lost, stolen or destroyed Securities which have been replaced or paid as provided in Section 306, and (B) Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 1003) have been delivered to the Trustee for the Securities of that series for cancellation or (ii) (A) all Securities of that series not theretofore delivered to the Trustee for cancellation are due and payable by their terms within one year or have become due and payable by reason of the making of a notice of redemption and the Issuer has irrevocably deposited or caused to be deposited with such Trustee as trust funds in trust an amount of cash in any combination of currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay and discharge the entire indebtedness on such Securities delivered to the Trustee for the Securities of that series for cancellation for principal (and premium, if any) and accrued and unpaid interest, if any, to the Stated Maturity or Redemption Date, as the case may be; (B) no Event of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 501(5) or Section 501(6) shall have occurred and be continuing on the 123rd day after such date; (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture; and (D) the Issuer has delivered irrevocable instructions to the Trustee for the Securities of that series under this Indenture to apply the deposited money toward the payment of such Securities at the Stated Maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee for the Securities of that series stating that all conditions precedent to satisfaction and discharge have been satisfied. 
Section 406. Survival of Certain Obligations. 
Notwithstanding the satisfaction and discharge of this Indenture and of the Securities of a particular series referred to in Sections 401, 402, 404, or 405, the respective obligations of the Issuer and the Trustee for the Securities of a particular series under Sections 303, 304, 305, 309, 407, 408, 409, 410, and 508, Article Six, and Sections 701, 702, 1002, 1003 and 1005, shall survive with respect to Securities of that series until the Securities of that series are no longer outstanding, and thereafter the obligations of the Issuer and the Trustee for the Securities of a particular series with respect to that series under Sections 407, 408, 409, and 410 shall survive such satisfaction and discharge. Nothing contained in this Article Four shall abrogate any of the obligations or duties of the Trustee of any series of Securities under this Indenture. 
27 

Back to Contents
Section 407. Acknowledgment of Discharge by Trustee. 
Subject to Section 410, after (i) the conditions of Section 404 or 405 have been satisfied with respect to the Securities of a particular series, (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer and (iii) the Issuer has delivered to the Trustee for the Securities of that series an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent referred to in clause (i) above relating to the satisfaction and discharge of this Indenture have been complied with, the Trustee for the Securities of that series upon written request shall acknowledge in writing the discharge of all of the Issuer’s obligations under this Indenture except for those surviving obligations specified in this Article Four. 
Section 408. Application of Trust Moneys. 
All money and Government Obligations deposited with the Trustee for the Securities of a particular series pursuant to Section 404 or 405 in respect of the Securities of that series shall be held in trust and applied by it, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of the Securities of all sums due and to become due thereon for principal (and premium, if any) and interest, if any, but such money need not be segregated from other funds except to the extent required by law. 
The Issuer shall pay and indemnify the Trustee for the Securities of a particular series against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 404 or 405 with respect to the Securities of that series or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Securities of that series. 
Section 409. Repayment to the Issuer; Unclaimed Money. 
The Trustee and any Paying Agent for a series of Securities shall promptly pay or return to the Issuer upon Issuer Order any cash or Government Obligations held by them at any time that are not required for the payment of the principal of (and premium, if any) and interest, if any, on the Securities for which cash or Government Obligations have been deposited pursuant to Section 404 or 405. 
Any money deposited with the Trustee or any Paying Agent for the Securities of any series, or then held by the Issuer, in trust for the payment of the principal of (and premium, if any) and interest, if any, on any Security of any particular series and remaining unclaimed for two years after such principal (and premium, if any) and interest, if any, has become due and payable shall, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law, be paid to the Issuer on Issuer Request or (if then held by the Issuer) shall be discharged from such trusts; and the Holder of such Security shall, thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of such Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that such Trustee or such Paying Agent, before being required to make any such repayment may give written notice to the Holder of such Security in the manner set forth in Section 106, that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law, be repaid to the Issuer, as the case may be. 
28 

Back to Contents
Section 410. Reinstatement. 
If the Trustee or Paying Agent for a series of Securities is unable to apply any cash or Government Obligations, as the case may be, in accordance with Section 402, 403, 404 or 405 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Securities of that series shall be revived and reinstated as though no deposit had occurred pursuant to Section 402, 403, 404 or 405 until such time as the Trustee or Paying Agent for that series is permitted to apply all such cash or Government Obligations in accordance with Section 402, 403, 404 or 405; provided, however, that if the Issuer has made any payment of principal (and premium, if any) and interest, if any, on any Securities because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive such payment from the cash or Government Obligations, as the case may be, held by such Trustee or Paying Agent. 
ARTICLE FIVE 
REMEDIES
Section 501. Events of Default. 
“Event of Default” means, wherever used herein with respect to any particular series of Securities, any one of the following events and such other events as may be established with respect to the Securities of such series as contemplated by Section 301 (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 
(1) default in the payment of any installment of interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or 
(2) default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or 
(3) default in the deposit of any sinking fund payment, when and as due by the terms of any Security of that series; or 
(4) default in the performance of, or breach of, any covenant or warranty of the Issuer or any of the Guarantors in respect of any Security of that series contained in this Indenture or in such Securities (other than a covenant a default in whose performance or whose breach is elsewhere in this Section 501 specifically dealt with) and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuer by the Trustee for the Securities of such series or to the Issuer and such Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 
29 

Back to Contents
(5) a default under any bond, debenture, note or other evidence of indebtedness of the Issuer and/or any of the Guarantors or under any mortgage, indenture or other instrument of the Issuer or any of the Guarantors (including a default with respect to Securities of any series other than that series) under which there may be issued or by which there may be secured any indebtedness of the Issuer and/or any of the Guarantors (or by any of their respective Subsidiaries, the repayment of which the Issuer or any of the Guarantors have guaranteed or for which the Issuer or any of the Guarantors are directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay an aggregate principal amount exceeding $25,000,000 of such indebtedness when due and payable which shall continue after the expiration of any applicable grace period with respect thereto or shall have resulted in such indebtedness in an aggregate principal amount exceeding $25,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring the Issuer or such Guarantors, as the case may be, to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; or
(6) the Issuer, the Parent Guarantor, any Subsidiary Guarantor or any of the other Significant Subsidiaries of the Issuer shall commence any case or proceeding seeking to have an order for relief entered on its behalf as debtor or to adjudicate it as bankrupt or insolvent or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or other similar act or law of any jurisdiction, domestic or foreign, now or hereafter existing; or the Issuer, the Parent Guarantor, any Subsidiary Guarantor or any of the other Significant Subsidiaries of the Issuer shall apply for a receiver, custodian or trustee (other than any trustee appointed as a mortgagee or secured party in connection with the issuance of indebtedness for borrowed money of the Issuer) of it or for all or a substantial part of its property; or the Issuer, the Parent Guarantor, any Subsidiary Guarantor or any of the other Significant Subsidiaries of the Issuer shall make a general assignment for the benefit of creditors; or the Issuer, the Parent Guarantor, any Subsidiary Guarantor or any of the other Significant Subsidiaries of the Issuer shall take any corporate action in furtherance of any of the foregoing; or
(7) an involuntary case or other proceeding shall be commenced against the Issuer, the Parent Guarantor, any Subsidiary Guarantor or any of the other Significant Subsidiaries of the Issuer with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or similar official of the Issuer, the Parent Guarantor, any Subsidiary Guarantor or any of the other Significant Subsidiaries of the Issuer or any substantial part of their respective property; and such case or other proceeding (A) results in the entry of an order for relief or a similar order against the Issuer, the Parent Guarantor, any Subsidiary Guarantor or any of the other Significant Subsidiaries of the Issuer or (B) shall continue unstayed and in effect for a period of 60 consecutive days;
(8) except as otherwise permitted herein, any Guarantee by the Parent Guarantor or a Significant Subsidiary of the Securities of any series shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Parent Guarantor or any Subsidiary Guarantor that is a Significant Subsidiary, or any person acting on behalf of any such Guarantor, shall deny or disaffirm its obligations under its Guarantee with respect to Securities of that series; or 
30 

Back to Contents
(9) any other Event of Default provided with respect to Securities of that series. 
Section 502. Acceleration of Maturity; Rescission and Annulment. 
If an Event of Default with respect to any particular series of Securities occurs and is continuing (other than an Event of Default described in Section 501(6) or (7) with respect to the Issuer, the Parent Guarantor, any Subsidiary Guarantor or any other Significant Subsidiary of the Issuer), then and in every such case either the Trustee for the Securities of such series or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the entire principal amount (or, in the case of OID Securities, such lesser amount as may be provided for in the terms of that series) of all the Securities of that series, to be due and payable immediately, by a notice in writing to the Issuer and the Parent Guarantor (and to such Trustee if given by Holders), and upon any such declaration of acceleration such principal or such lesser amount, as the case may be, together with accrued interest and all other amounts o wing hereunder, shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. 
If any Event of Default specified in Section 501(6) or (7) occurs with respect to the Issuer, the Parent Guarantor, any Subsidiary Guarantor or any other Significant Subsidiary of the Issuer, all of the unpaid principal amount (or, if the Securities of any series then outstanding are OID Securities, such lesser amount as may be provided for in the terms of that series) and accrued interest on all Securities of each series then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act by the Trustee or any Holder. 
At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee for the Securities of any series as hereinafter provided in this Article Five, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Issuer, the Parent Guarantor and such Trustee, may rescind and annul such declaration and its consequences if: 
(1) the Issuer or any of the Guarantors has paid or deposited with such Trustee a sum sufficient to pay in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series):
 	(A)	all overdue interest on all Securities of that series;	
 	 	 	
 	(B)	the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon from the date such principal became due at a rate per annum equal to the rate borne by the Securities of such series (or, in the case of OID Securities, the Securities’ Yield to Maturity), to the extent that the payment of such interest shall be legally enforceable;	
 	 	 	
 	(C)	to the extent that payment of such interest is lawful, interest upon overdue interest at a rate per annum equal to the rate borne by the Securities of such series (or, in the case of OID Securities, the Securities’ Yield to Maturity); and	
31 

Back to Contents
 	(D)	all sums paid or advanced by such Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel and all other amounts due to such Trustee under Section 607;	
and 
(2) all Events of Default with respect to the Securities of such series, other than the nonpayment of the principal of Securities of that series which has become due solely by such acceleration, have been cured or waived as provided in Section 513. No such rescission shall affect any subsequent default or impair any right consequent thereon. 
Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee. 
The Issuer and the Guarantors covenant that if: 
(1) default is made in the payment of any interest upon any Security of any series when such interest becomes due and payable and such default continues for a period of 30 days; or 
(2) default is made in the payment of the principal of (or premium, if any, on) any Security of any series at its Maturity; 
the Issuer and the Guarantors shall, upon demand of the Trustee for the Securities of such series, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal (and premium, if any) and interest, if any, with interest upon the overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest at a rate per annum equal to the rate borne by such Securities (or, in the case of OID Securities, the Securities’ Yield to Maturity); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel and all other amounts due to such Trustee under Section 607. 
If the Issuer or the Guarantors fail to pay such amounts forthwith upon such demand, such Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding against the Issuer or any of the Guarantors for the collection of the sums so due and unpaid, and may prosecute such proceedings to judgment or final decree, and may enforce the same against the Issuer or any of the Guarantors or any other obligor upon the Securities of such series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any of the Guarantors or any other obligor upon the Securities of such series, wherever situated. 
If an Event of Default with respect to Securities of any particular series occurs and is continuing, the Trustee for the Securities of such series may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of that series by such appropriate judicial proceedings as such Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.
Section 504. Trustee May File Proofs of Claim. 
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relating to the Issuer, any of the Guarantors or any other obligor upon the Securities of any series or the property of the Issuer, any of the Guarantors or of such other obligor or their creditors, the Trustee for the Securities of such series (irrespective of whether the principal (or, if the Securities of such series are OID Securities, such amount as may be due and payable with respect to such Securities pursuant to a declaration in accordance with Section 502) of any Security of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether such Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: 
32 

Back to Contents
(i) to file and prove a claim for the whole amount of principal (or, if the Securities of such series are OID Securities, such amount as may be due and payable with respect to such Securities pursuant to a declaration in accordance with Section 502) (and premium, if any) and interest, if any, owing and unpaid in respect of the Securities of such series and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel and all other amounts due to such Trustee under Section 607) and of the Holders of the Securities of such series allowed in such judicial proceeding; and 
(ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; 
and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder of Securities to make such payments to such Trustee, and in the event that such Trustee shall consent to the making of such payments directly to the Holders of Securities, to pay to such Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel, and any other amounts due such Trustee under Section 607. 
Nothing herein contained shall be deemed to authorize the Trustee for the Securities of any series to authorize or consent to or accept or adopt on behalf of any Holder of a Security any plan of reorganization, arrangement, adjustment or composition affecting the Securities of such series or the rights of any Holder thereof, or to authorize the Trustee for the Securities of any series to vote in respect of the claim of any Holder in any such proceeding for the election of a trustee in bankruptcy or other person performing similar functions. 
Section 505. Trustee May Enforce Claims Without Possession of Securities. 
All rights of action and claims under this Indenture or the Securities of any series may be prosecuted and enforced by the Trustee for the Securities of any series without the possession of any of the Securities of such series or the production thereof in any proceeding relating thereto, and any such proceeding instituted by such Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel and all other amounts due to such Trustee under Section 607, be for the ratable benefit of the Holders of the Securities of such series in respect of which such judgment has been recovered.
Section 506. Application of Money Collected. 
Any money collected by the Trustee for the Securities of any series pursuant to this Article Five with respect to the Securities of such series shall be applied in the following order, at the date or dates fixed by such Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, if any, upon presentation of the Securities of such series, or both, as the case may be, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 
33 

Back to Contents
FIRST: To the payment of all amounts due such Trustee under Section 607; 
SECOND: To the payment of the amounts then due and unpaid upon the Securities of such series for principal of (and premium, if any) and interest, if any, on such Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest, if any, respectively; and 
THIRD: The balance, if any, to the Issuer. 
Section 507. Limitation on Suits. 
No Holder of any Security of any particular series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 
(1) an Event of Default with respect to that series shall have occurred and be continuing and such Holder shall have previously given written notice to the Trustee for the Securities of such series of such default and the continuance thereof; 
(2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee for the Securities of such series to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
(3) such Holder or Holders have offered to such Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; 
(4) such Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 
(5) no direction inconsistent with such written request has been given to such Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; 
it being understood and intended that no one or more Holders of Securities of that series shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of that series, or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Securities of that series.
Section 508. Unconditional Right of Holders to Receive Principal (and Premium, if any) and Interest, if any. 
Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any) and (subject to Section 307) interest, if any, on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. 
34 

Back to Contents
 
Section 509. Restoration of Rights and Remedies.
If the Trustee for the Securities of any series or any Holder of a Security has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to such Trustee or to such Holder, then and in every such case the Issuer, the Guarantors, such Trustee and the Holders of Securities shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of such Trustee and such Holders shall continue as though no such proceeding had been instituted. 
Section 510. Rights and Remedies Cumulative. 
Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee for the Securities of any series or to the Holders of Securities is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
Section 511. Delay or Omission Not Waiver. 
No delay or omission of the Trustee for the Securities of any series or of any Holder of any Security of such series to exercise any right or remedy accruing upon any Event of Default with respect to the Securities of such series shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article Five or by law to such Trustee for the Securities of any series or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by such Trustee or by the Holders, as the case may be. 
Section 512. Control by Holders. 
The Holders of a majority in principal amount of the Outstanding Securities of any particular series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee for the Securities of such series with respect to the Securities of that series or exercising any trust or power conferred on such Trustee with respect to such Securities, provided that: 
(1) such direction shall not be in conflict with any rule of law or with this Indenture; 
(2) such Trustee may take any other action deemed proper by such Trustee which is not inconsistent with such direction; and
(3) such Trustee need not take any action which might expose it to personal liability, without the receipt of reasonable indemnity from Holders requesting such action, or be unduly prejudicial to the Holders of Securities of such series not joining therein.
Section 513. Waiver of Past Defaults. 
The Holders of not less than a majority in principal amount of the Outstanding Securities of any particular series may on behalf of the Holders of all the Securities of that series waive any past default hereunder with respect to that series and its consequences, except: 
35 

Back to Contents
(1) a default in the payment of the principal of (or premium, if any) or interest, if any, on any Security of that series; or
(2) a default with respect to a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of that series affected. 
Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
Section 514. Undertaking for Costs. 
All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for the Securities of any series for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 514 shall not apply to any suit instituted by the Trustee for the Securities of any series, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in pri ncipal amount of the Outstanding Securities of any particular series or to any suit instituted by any Holder of any Security for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). 
Section 515. Waiver of Stay or Extension Laws. 
The Issuer and the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer and the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee for any series of Securities, but shall suffer and permit the execution of every such power as though no such law had been enacted. 
ARTICLE SIX 
THE TRUSTEE 
Section 601. Certain Duties and Responsibilities. 
(a) Except during the continuance of an Event of Default with respect to the Securities of any series for which the Trustee is serving as such, 
36 

Back to Contents
(1) such Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against such Trustee; and 
(2) in the absence of negligence, bad faith or willful misconduct on its part, such Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to such Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to such Trustee, such Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). 
(b) In case an Event of Default with respect to a series of Securities has occurred and is continuing, the Trustee for the Securities of such series shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 
(c) No provision of this Indenture shall be construed to relieve the Trustee for Securities of any series from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section 601;
(2) such Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
(3) such Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any particular series, determined as provided in Section 512, relating to the time, method and place of conducting any proceeding for any remedy available to such Trustee, or exercising any trust or power conferred upon such Trustee, under this Indenture with respect to the Securities of that series; and
(4) no provision of this Indenture shall require the Trustee for any series of Securities to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
     (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee for any series of Securities shall be subject to the provisions of this Section 601. 
Section 602. Notice of Defaults. 
Within 90 days after the occurrence of any default hereunder with respect to Securities of any particular series, the Trustee for the Securities of such series shall give to Holders of Securities of that series, in the manner set forth in Section 106, notice of such default known to such Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest, if any, on any Security of that series, or in the deposit of any sinking fund payment with respect to Securities of that series, such Trustee shall be protected in withholding such notice if and so long as a trust committee of directors and/or Responsible Officers of such Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of Securities of that series. For the purpose of this Section 602, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of that series. 
37 

Back to Contents
Section 603. Certain Rights of Trustee. 
Except as otherwise provided in Section 601:
(a) the Trustee for any series of Security may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, discretion, consent, order, bond, debenture or other paper or document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; 
(b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order (other than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 303 which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors of the Issuer may be sufficiently evidenced by a Board Resolution; 
(c) whenever in the administration of this Indenture such Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, such Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate; 
(d) such Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
(e) such Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture for which it is acting as Trustee, unless such Holders shall have offered to such Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 
(f) such Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, discretion, consent, order, bond, debenture or other paper or document, but such Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters at it may see fit, and, if such Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer or the Guarantors, personally or by agent or attorney at the sole cost of the Issuer and the Guarantors and shall incur no liability of any kind by reason of such inquiry or investigation; 
(g) the Trustee may employ or retain such counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its rights and duties hereunder and shall not be responsible for any misconduct on the part of any of them; 
(h) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 
38 

Back to Contents
(i) the Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; 
(j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; 
(k) the Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and 
(l) the Trustee shall not be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss or profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 
Section 604. Not Responsible for Recitals or Issuance of Securities. 
The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication thereof, shall be taken as the statements of the Issuer or the Guarantors, as the case may be, and neither the Trustee for any series of Securities, nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee for any series of Securities makes no representations as to the validity or sufficiency of this Indenture or of the Securities of any series, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities, and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Issuer are true and correct, subject to the qualifications set forth therein. Neither the Trustee for any series of Securities nor any Authenticating Agent shall be accountable for the use or application by the Issuer or the Guarantors of Securities or the proceeds thereof. 
Section 605. May Hold Securities. 
The Trustee for any series of Securities, any Authenticating Agent, Paying Agent, Security Registrar or any other agent of the Issuer, any of the Guarantors or such Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Issuer and the Guarantors with the same rights it would have if it were not such Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 
39 

Back to Contents
Section 606. Money Held in Trust. 
Money held by the Trustee for any series of Securities in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee for any series of Securities shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer or any of the Guarantors in writing, as the case may be. 
Section 607. Compensation and Reimbursement. 
The Issuer and each of the Guarantors, jointly and severally, agree: 
(1) to pay to the Trustee for any series of Securities as the Issuer and the Trustee shall agree in writing from time to time such compensation in Dollars for all services rendered by it hereunder as shall be agreed upon in writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
(2) except as otherwise expressly provided herein, to reimburse the Trustee for any series of Securities in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by such Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence, bad faith or willful misconduct; and 
(3) to indemnify such Trustee and its agents in Dollars for, and to hold them harmless against, any loss, damage, claims, liability or expense incurred without negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending themselves against any claim, whether asserted by the Issuer, any of the Guarantors or any Holder or any other Person, or liability in connection with the exercise or performance of any of their powers or duties hereunder. 
As security for the performance of the obligations of the Issuer and the Guarantors under this Section 607, the Trustee for any series of Securities shall have a lien prior to the Securities upon all property and funds held or collected by such Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest, if any, on particular Securities. 
When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. 
The benefits of this Section 607 shall survive termination of this Indenture and resignation or removal of the Trustee. 
Section 608. Disqualification; Conflicting Interests. 
The Trustee for the Securities shall be subject to the provisions of Section 310(b) of the Trust Indenture Act during the period of time required thereby. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the penultimate paragraph of Section 310(b) of the Trust Indenture Act. In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there shall be excluded Securities of any particular series of Securities other than that series. 
40 

Back to Contents
Section 609. Corporate Trustee Required; Different Trustees for Different Series; Eligibility. 
There shall at all times be a Trustee hereunder which shall be: 
(i) a corporation or banking company organized and doing business under the laws of the United States of America, any state thereof, or the District of Columbia, authorized under such laws to exercise corporate trust powers, and subject to supervision or examination by Federal or State authority; or 
(ii) a corporation or other Person organized and doing business under the laws of a foreign government that is permitted to act as Trustee pursuant to a rule, regulation, or other order of the Commission, authorized under such laws to exercise corporate trust powers, and subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustee, having a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 609, the combined capital and surpl us of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. 
(iii) None of the Issuer, any Guarantor or any Person directly or indirectly controlling, controlled by, or under the common control of the Issuer or any Guarantor shall serve as Trustee for the Securities. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 609, it shall resign immediately in the manner and with the effect hereunder specified in this Article Six. 
Section 610. Resignation and Removal; Appointment of Successor. 
(a) No resignation or removal of the Trustee for the Securities of any series and no appointment of a successor Trustee pursuant to this Article Six shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 
(b) The Trustee for the Securities of any series may resign at any time with respect to the Securities of such series by giving written notice thereof to the Issuer. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee for the Securities of such series within 60 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
(c) The Trustee for the Securities of any series may be removed at any time with respect to the Securities of such series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to such Trustee and to the Issuer. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee for the Securities of such series within 60 days after the giving of such notice of removal, the removed Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
41 

Back to Contents
(d) If at any time:
(1) the Trustee for the Securities of any series shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 608 hereof after written request therefor by the Issuer or by any Holder who has been a bona fide Holder of a Security of such series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act; or
(2) such Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Issuer or by any such Holder; or
(3) such Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of such Trustee or of its property shall be appointed or any public officer shall take charge or control of such Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
then, in any such case, (i) the Issuer by a Board Resolution may remove such Trustee and appoint a successor Trustee or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of such Trustee and the appointment of a successor Trustee.
(e) If the Trustee for the Securities of any series shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for the Securities of any series for any cause, the Issuer, by a Board Resolution, shall promptly appoint a successor Trustee with respect to the Securities of such series and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of such series shall have not been appointed by the Issuer pursuant to this Section 610, then a successor Trustee may be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Iss uer and the retiring Trustee. If no successor Trustee for the Securities of such series shall have been so appointed by the Issuer or the Holders and shall have accepted appointment in the manner required by Section 611, and if such Trustee to be replaced is still incapable of acting, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
(f) The Issuer shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series in the manner and to the extent provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of that series and the address of its Corporate Trust Office. 
Section 611. Acceptance of Appointment by Successor. 
(a) Every such successor Trustee appointed hereunder with respect to the Securities of any series shall execute, acknowledge and deliver to the Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property a nd money held by such retiring Trustee hereunder. 
42 

Back to Contents
(b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Issuer, the Guarantors, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such pro visions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveya nce, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Issuer or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 
(c) Upon request of any such successor Trustee, the Issuer and the Guarantors shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in Subsections (a) or (b) of this Section 611, as the case may be. 
(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee for the Securities of any series shall be qualified and eligible under this Article Six. 
Section 612. Merger, Conversion, Consolidation or Succession to Business. 
Any corporation into which the Trustee for the Securities of any series may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of such Trustee, shall be the successor of such Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee or the Authenticating Agent for such series then in office, any successor by merger, conversion or consolidation to such authentica ting Trustee or Authenticating Agent, as the case may be, may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee or successor Authenticating Agent had itself authenticated such Securities.
Section 613. Preferential Collection of Claims Against Issuer and the Guarantors. 
The Trustee is subject to Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated. 
43 

Back to Contents
Section 614. Authenticating Agents. 
At any time when any of the Securities of any series remain Outstanding, the Trustee for the Securities of such series may, subject to its sole discretion, appoint one or more Authenticating Agents with respect to the Securities of such series, which may include the Issuer, any of the Guarantors or any Affiliate of the Issuer or any of the Guarantors, with power to act on the Trustee’s behalf and subject to its discretion in the authentication and delivery of Securities of such series in connection with transfers and exchanges under Sections 304, 305 and 1107 as fully to all intents and purposes as though such Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Securities of such series. For all purposes of this Indenture, the authentication and delivery of Securities of such series by an Authenticating Agent for such Securities pursuant to this Sect ion 614 shall be deemed to be authentication and delivery of such Securities “by the Trustee” for the Securities of such series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or the requirements of such supervising or examining authority, then for the purposes of this Section 614 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this Section 614, such Authentic ating Agent shall resign immediately in the manner and with the effect specified in this Section 614. 
Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 614, without the execution or filing of any paper or any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. 
Any Authenticating Agent for any series of Securities may resign at any time by giving written notice of resignation to the Trustee for such series and to the Issuer. The Trustee for any series of Securities may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Issuer in the manner set forth in Section 105. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Securities shall cease to be eligible under this Section 614, the Trustee for such series may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Issuer and shall give written notice of such appointment to all Holders of Securities of such series in the manner set forth in Section 106. Any successor Authenticating Agent, upon acceptance of its app ointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 614. 
If an appointment with respect to one or more series of Securities is made pursuant to this Section 614, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certification of authentication, an alternate certificate of authentication in the following form: 
44 

Back to Contents
“This is one of the Securities of the series designated therein described in the within-mentioned Indenture. 
 	_______________________________________	, as Trustee 	 	 	 	
		 	 	 	 	
  By	_______________________________________	 	 	By	_______________________________________	
 	As Authenticating Agent 	 	 	 	Authorized Signatory”	
ARTICLE SEVEN 
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND THE ISSUER 
Section 701. Issuer to Furnish Trustee Names and Addresses of Holders. 
With respect to each particular series of Securities, the Issuer shall furnish or cause to be furnished to the Trustee for the Securities of such series, 
(a) semi-annually, not more than 15 days after each Regular Record Date relating to Securities of each series at the time Outstanding (or, if there is no Regular Record Date relating to that series, on June 30 and December 31), a list, in such form as such Trustee may reasonably require, containing all the information in the possession or control of the Issuer or any of its Paying Agents other than such Trustee as to the names and addresses of the Holders of that series as of such dates, and 
(b) at such other times as such Trustee may request in writing, within 30 days after the receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, 
excluding from any such list names and addresses received by such Trustee in its capacity as Security Registrar for the Securities of such series, if so acting. 
Section 702. Preservation of Information; Communications to Holders. 
(a) The Trustee for each series of Securities shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of the Securities of such series contained in the most recent lists furnished to such Trustee as provided in Section 701 and the names and addresses of Holders of the Securities of such series received by such Trustee in its capacity as Security Registrar for such series, if so acting. The Trustee for each series of Securities may destroy any list relating to such series of Securities furnished to it as provided in Section 701 upon receipt of a new list relating to such series so furnished. 
(b) If three or more Holders of Securities of any particular series (hereinafter referred to as “applicants”) apply in writing to the Trustee for the Securities of any such series, and furnish to such Trustee reasonable proof that each such applicant has owned a Security of that series for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Securities of that series with respect to their rights under this Indenture or under the Securities of that series and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then such Trustee shall, within five Business Days after the receipt of such application, at its ele ction, either: 
45 

Back to Contents
(i) afford such applicants access to the information preserved at the time by such Trustee in accordance with Section 702(a); or 
(ii) inform such applicants as to the approximate number of Holders of Securities of that series whose names and addresses appear in the information preserved at the time by such Trustee in accordance with Section 702(a), and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such application. 
If any such Trustee shall elect not to afford such applicants access to that information, such Trustee shall, upon the written request of such applicants, mail to each Holder of Securities of that series whose name and address appears in the information preserved at the time by such Trustee in accordance with Section 702(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to such Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, such Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of such Trustee, such mailing would be contrary to the best interests of the Holders of Securities of that series or woul d be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, such Trustee shall mail copies of such material to all such Holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise such Trustee shall be relieved of any obligation or duty to such applicants respecting their application. 
(c) Every Holder of Securities of each series, by receiving and holding the same, agrees with the Issuer, the Guarantors and the Trustee for the Securities of such series that none of the Issuer, the Guarantors, such Trustee or their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of the Securities of such series in accordance with Section 702(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 702(b). 
Section 703. Reports by Trustee. 
(a) Within 60 days after May 15 of each year, the Trustee for the Securities of each series shall mail to each Holder of the Securities of such series entitled to receive reports pursuant to Section 704(3), a brief report dated as of such date that complies with Section 313(a) of the Trust Indenture Act. The Trustee for the Securities of each series shall also comply with Sections 313(b), 313(c) and 313(d) of the Trust Indenture Act. 
(b) At the time that the Trustee for the Securities of each series mails such a report to the Holders of Securities of such series, each such Trustee shall file a copy of that report with the Commission and with each stock exchange on which the Securities of that series are listed. The Issuer shall provide notice to the appropriate Trustee when the Securities of any series are listed on any stock exchange.
Section 704. Reports by Issuer and the Parent Guarantor. 
So long as any of the Securities remain outstanding, each of the Issuer and the Parent Guarantor shall (1) within 15 days of filing with the Commission file with the Trustee for each series of Securities copies of all annual reports, quarterly reports and other documents (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which each of the Issuer and the Parent Guarantor is required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act. If either the Issuer and the Parent Guarantor, as the case may be, is not subject to the requirements of such Section 13(a) or 15(d), the Issuer or the Parent Guarantor, as the case may be, shall nevertheless continue to (1) file such reports and other documents with the Commission (unless the Commission will not accept such filings) on or prior to the respective dates (the “Required Filing Dates”) by which the Issuer or the Parent Guarantor, as the case may be, would have been required so to file such documents if it were so subject, (2) within 15 days of the Required Filing Dates, (A) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (B) file with the Trustee for each series of Securities copies of such reports and other documents and (3) promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such reports and other documents to any prospective Holder. 
46 

Back to Contents
The Issuer and the Parent Guarantor shall also file with the Trustee for each series of Securities and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. 
Delivery of such reports, information and documents to the Trustee shall be for information purposes only and the Trustee’s receipt of such shall not, in the absence of negligence, bad faith or willful misconduct on its part, constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
ARTICLE EIGHT 
CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER 
Section 801. Issuer May Consolidate, Etc., Only on Certain Terms. 
The Issuer shall not consolidate with or merge into any other Person or convey, lease or transfer all or substantially all of its assets to any Person unless: 
(1) either the Issuer shall be the continuing entity or the entity (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance, lease or transfer all or substantially all of the assets of the Issuer shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee for each series of Securities, in form reasonably satisfactory to each such Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, (including all additional amounts, if any, payable pursuant to Section 1011) on all the Securit ies and the performance of every covenant of this Indenture on the part of the Issuer to be performed or observed; 
47 

Back to Contents
(2) immediately after giving effect to such transaction, no Event of Default with respect to any series of Securities, and no event which, after notice or lapse of time, or both, would become an Event of Default with respect to any series of Securities, shall have happened and be continuing; 
(3) the Issuer has delivered to the Trustee for each series of Securities an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance, lease or transfer and such supplemental indenture comply with this Article Eight and that all conditions precedent herein provided for relating to such transaction have been complied with. 
Section 802. Successor Person Substituted for the Issuer. 
Upon any consolidation or merger, or any conveyance, lease or transfer of all or substantially all of the assets of the Issuer in accordance with Section 801, the successor Person formed by such consolidation or into which the Issuer is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein and thereafter the predecessor Person shall be relieved of all obligations and covenants under this Indenture, the Securities and, in the event of any such consolidation, merger, conveyance, lease or transfer, the Issuer as the predecessor Person may thereupon or at any time thereafter be dissolved, wound up, or liquidated. 
Section 803. Parent Guarantor May Consolidate, Etc., Only on Certain Terms. 
The Parent Guarantor shall not consolidate with or merge into any other Person or convey, lease or transfer all or substantially all of its assets to any Person unless: 
(1) either the Parent Guarantor shall be the continuing entity or the entity (if other than the Parent Guarantor) formed by such consolidation or into which the Parent Guarantor is merged or the Person which acquires by conveyance, lease or transfer all or substantially all of the assets of the Parent Guarantor shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee for each series of Securities, in form reasonably satisfactory to each such Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, (including all additional amounts, if any, payable purs uant to Section 1011) on all the Securities and the performance of every covenant of this Indenture on the part of the Parent Guarantor to be performed or observed; 
(2) immediately after giving effect to such transaction, no Event of Default with respect to any series of Securities, and no event which, after notice or lapse of time, or both, would become an Event of Default with respect to any series of Securities, shall have happened and be continuing; 
(3) the Parent Guarantor has delivered to the Trustee for each series of Securities an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance, lease or transfer and such supplemental indenture comply with this Article Eight and that all conditions precedent herein provided for relating to such transaction have been complied with.
Section 804. Successor Person Substituted for the Parent Guarantor. 
Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the assets of the Parent Guarantor in accordance with Section 803, the successor Person formed by such consolidation or into which the Parent Guarantor is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Parent Guarantor under this Indenture with the same effect as if such successor Person had been named as the Parent Guarantor herein and thereafter the predecessor Person shall be relieved of all obligations and covenants under this Indenture, the Securities and, in the event of any such consolidation, merger, conveyance, lease or transfer, the Parent Guarantor as the predecessor Person may thereupon or at any time thereafter be dissolved, wound up, or liquidated. 
48 

Back to Contents
ARTICLE NINE 
SUPPLEMENTAL INDENTURES 
Section 901. Supplemental Indentures Without Consent of Holders. 
Without the consent of any Holders of Securities, the Issuer and the Guarantors, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to such Trustee, for any of the following purposes: 
(1) to evidence the succession of another Person to the Issuer or any of the Guarantors and the assumption by any such successor of the covenants of the Issuer or such Guarantor, as the case may be, herein and in the Securities; or
(2) to add to the covenants of the Issuer or any of the Guarantors for the benefit of the Holders of all or any particular series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Issuer or any of the Guarantors; or 
(3) to add any additional Events of Default with respect to any or all series of Securities (and, if any such Event of Default applies to fewer than all series of Securities, stating each series to which such Event of Default applies); provided, however, that in respect of any such additional Events of Default, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may limit the remedies available to the Trustee upon such default or may l imit the right of Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or 
(4)  to pledge property to the trustee as security or the Securities; or
(5) to add guarantees with respect to the Securities; or
(6) to change or eliminate any of the provisions of this Indenture, provided, however, that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or 
(7) to evidence and provide for the acceptance of appointment hereunder of a Trustee other than The Bank of New York as Trustee for a series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 609; or 
49 

Back to Contents
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or 
(9) to establish the form or terms of Securities of any series as permitted by Sections 202 and 301; or 
(10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 402 and 403; provided, however, that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; or 
(11) to add to or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act or to maintain the qualification of this Indenture under the Trust Indenture Act; 
(12) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities of any series in any material respect 
(13) subject to Section 301, to provide for the issuance of any additional Securities of a series, which shall have terms substantially identical in all material respects to the Securities of that series (in each case, other than with respect to the date of issuance, issue price and amount of interest payable on the first Interest Payment Date applicable thereto), as the case may be, and which shall be treated together with any outstanding Securities and any previously issued additional Securities of that series, as a single issue of Securities. 
Section 902. Supplemental Indentures With Consent of Holders. 
The Issuer and the Guarantors, when authorized by a Board Resolution, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of such Securities under this Indenture, but only(i) as provided in Section 901 or (ii) with the consent of the Holders of more than 50% in aggregate principal amount of the Outstanding Securities of each series of Securities then Outstanding affected thereby, in each case by Act of said Holders of Securities of each such series delivered to the Issuer and the Trustee for Securities of each such series; provided, however, that no such supplemental indenture shall, without the conse nt of the Holder of each Outstanding Security affected thereby: 
50 

Back to Contents
(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon, if any (or, in the case of OID Securities, reduce the rate of accretion of original issue discount), or any premium payable upon the redemption thereof, or change any obligation of the Issuer and the Guarantors to pay additional amounts pursuant to Section 1011 (except as contemplated by Section 801(1) and permitted by Section 901(1)) or reduce the amount of the principal of an OID Security that would be due and payable upon a declaration of acceleration of the Maturity thereof, or provable in bankruptcy, or change the Place of Payment, or the currency or currency unit in which any Securit y or the principal or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or reduce or alter the method of computation of any amount payable upon redemption, repayment or purchase of any Securities by the Issuer or the Guarantors (or the time when such redemption, repayment or purchase may be made);
(2) reduce the percentage in principal amount of the Outstanding Securities of any particular series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirement of Section 1304 for quorum or voting, or
(3) modify or effect in any manner adverse to the Holders the terms and conditions of the obligations of any of the Guarantors in respect of the due and punctual payments of principal of, (or premium, if any) or interest, if any, on or any sinking fund requirements or additional amounts except as permitted by Section 1404, or
(4) modify any of the provisions of this Section 902 or Section 513 or 1011, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security with respect to changes in the references to “the Trustee” and concomitant changes in this Section 902 and Section 1011, or the deletion of this proviso, in accordance with the requirements of Sections 609, 61l(b), 901(8) and 901(9). 
A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
It shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
Section 903. Execution of Supplemental Indentures. 
In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article Nine or the modifications thereby of the trusts created by this Indenture, the Trustee for any series of Securities shall be provided with, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee for any series of Securities may, but shall not be obligated to, enter into any such supplemental indenture which affects such Trustee’s own rights, liabilities, duties or immunities under this Indenture or otherwise.
Section 904. Effect of Supplemental Indentures. 
Upon the execution of any supplemental indenture under this Article Nine, this Indenture shall be modified in accordance therewith and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 
51 

Back to Contents
Section 905. Conformity With Trust Indenture Act. 
Every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the Trust Indenture Act as then in effect. 
Section 906. Reference in Securities to Supplemental Indentures. 
Securities of any particular series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and shall if required by the Trustee for the Securities of such series, bear a notation in form approved by such Trustee as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Securities of any series so modified as to conform, in the opinion the Board of Directors of the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and such Securities may be authenticated and delivered by such Trustee in exchange for Outstanding Securities of such series. 
ARTICLE TEN 
COVENANTS 
Section 1001. Payment of Principal (and Premium, if any) and Interest, if any. 
The Issuer agrees, for the benefit of each particular series of Securities, that it shall duly and punctually pay in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) the principal of (and premium, if any) and interest, if any, on that series of Securities in accordance with the terms of the Securities of such series and this Indenture. The interest, if any, due in respect of any temporary or permanent Global Security, together with any additional amounts payable in respect thereof, as provided in the terms and conditions of such Security, shall be payable, subject to the conditions set forth in Section 1011, only upon presentation of such Security to the Trustee thereof for notation thereon of the payment of such interest. 
Section 1002. Maintenance of Office or Agency. 
The Issuer and the Guarantors shall maintain in each Place of Payment for Securities of a series an office or agency where Securities of that series may be presented or surrendered for payment, an office or agency where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer or any of the Guarantors with respect to the Securities of that series and this Indenture may be served. The Issuer and the Guarantors shall give prompt written notice to the Trustee for the Securities of that series of the location, and any change in the location, of an y such office or agency. If at any time the Issuer and the Guarantors shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee for the Securities of that series with the address thereof, such presentations (to the extent permitted by law), and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of such Trustee. 
52 

Back to Contents
The Issuer and the Guarantors may also from time to time designate one or more other offices or agencies (in or outside the Place of Payment) where the Securities of one or more series may be presented or surrendered for any or all of the purposes specified above in this Section 1002 and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer or any of the Guarantors of their obligation to maintain an office or agency in each Place of Payment for such purpose. The Issuer and the Guarantors shall give prompt written notice to the Trustee for the Securities of each series so affected of any such designation or rescission and of any change in the location of any such office or agency. Unless otherwise s pecified with respect to any Securities pursuant to Section 301 with respect to a series of Securities, the Issuer and the Guarantors hereby designate as a Place of Payment for each series of Securities the office or agency of the Issuer in the Borough of Manhattan, the City of New York, and initially appoint the Trustee at its Corporate Trust Office as Paying Agent in such city and as their agent to receive all such presentations, surrenders, notices and demands. 
Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a currency other than Dollars or (ii) may be payable in a currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Issuer shall maintain with respect to each such series of Securities, or as so required, a Currency Determination Agent. 
Section 1003. Money for Securities Payments To Be Held in Trust. 
If the Issuer or any of the Guarantors shall at any time act as its own Paying Agent with respect to any particular series of Securities, it shall, on or before each due date of the principal of (and premium, if any) or interest, if any, on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay the principal (and premium, if any) and interest, if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee for the Securities of such series of its action or failure so to act. 
Whenever the Issuer or any of the Guarantors shall have one or more Paying Agents for any particular series of Securities, it shall, prior to each due date of the principal of (and premium, if any) or interest, if any, on any such Securities, deposit with a Paying Agent for the Securities of such series a sum (in the currency or currency unit described in the preceding paragraph) sufficient to pay the principal (and premium, if any) and interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Trustee for the Securities of such series) the Issuer or such Guarantor, as the case may be, shall promptly notify such Trustee of its action or failure so to act. 
The Issuer and the Guarantors shall cause each Paying Agent for any particular series of Securities other than the Trustee for the Securities of such series to execute and deliver to such Trustee an instrument in which such Paying Agent shall agree with such Trustee, subject to the provisions of this Section 1003, that such Paying Agent shall: 
(1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest, if any, on Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 
53 

Back to Contents
(2) give such Trustee notice of any default by the Issuer or any Guarantor (or any other obligor upon the Securities) in the making of any payment of principal (or premium, if any) and interest, if any, on Securities of that series; and
(3) at any time during the continuation of any such default, upon the written request of such Trustee, forthwith pay to such Trustee all sums so held in trust by such Paying Agent. 
The Issuer and the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee for the Securities of any series all sums held in trust by the Issuer or any Guarantor or such Paying Agent, such sums to be held by such Trustee upon the same trusts as those upon which such sums were held by the Issuer or any Guarantor or such Paying Agent; and, upon such payment by any Paying Agent to such Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
Section 1004. Statements as to Compliance. 
The Issuer and the Parent Guarantor shall deliver to the Trustee for each series of Securities, within 120 days after the end of each fiscal year, a written statement signed by the principal executive officer, principal financial officer or principal accounting officer of the general partner of the Issuer and the principal executive officer, principal financial officer or principal accounting officer of the Parent Guarantor stating that: 
(1) a review of the activities of the Issuer and the Guarantors during such year and of performance under this Indenture has been made under their supervision; and 
(2) to the best of his knowledge, based on such review, the Issuer and the Guarantors are compliance with all conditions and covenants under this Indenture. 
For purposes of this Section 1004, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. 
Section 1005. Existence. 
Subject to Article Eight, each of the Issuer and the Guarantors shall 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 Issuer nor any Guarantor shall be required to preserve any right or franchise if the Board of Directors of the Issuer or such Guarantor or the parent of any non-corporate Guarantor, as the case may be, shall determine that the preservation thereof is no longer necessary or desirable in the conduct of the business of the Issuer or such Guarantor and that the loss of that right or franchise is not disadvantageous in any material respect to the Holders. 
Section 1006. Limitations on Incurrence of Indebtedness. 
(a) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness, other than Intercompany Indebtedness, if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication):
54 

Back to Contents
(1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such 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 such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. 
(b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been 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) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period;
(2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); 
(3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and 
(4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. 
(c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): 
(1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and 
55 

Back to Contents
(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 such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. 
(d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis. 
Section 1007. Maintenance of Properties. 
Each of the Issuer and the Guarantors shall cause all of their respective material properties used or useful in the conduct of their businesses or the business of any of their respective Subsidiaries to be maintained and kept in good condition, repair and working order, all as in the judgment of the Issuer or the applicable Guarantor may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, notwithstanding anything in this Section 1007 to the contrary, that, subject to Article Eight hereof, the Issuer, the Guarantors and their respective Subsidiaries may sell or otherw ise dispose of any of their properties for value in the ordinary course of business. 
Section 1008. Insurance. 
Each of Issuer and the Guarantors shall cause each of their properties and each of the properties of their respective Subsidiaries to be insured against loss of damage with insurers of recognized responsibility, in commercially reasonable amounts and types and with insurers having a specified rating from a recognized insurance rating service. 
Section 1009. Payment of Taxes and Other Claims. 
Each of the Issuer and the Guarantors shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent (i) all taxes, assessments and governmental charges levied or imposed upon the Issuer, the applicable Guarantor or any of their respective Subsidiaries, or upon the income, profits or property of the Issuer, the applicable Guarantor or any of their respective Subsidiaries, and (ii) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon property of the Issuer, the applicable Guarantor or any of their respective Subsidiaries; provided, however, notwithstanding anything herein to the contrary, that neither the Issuer nor any Guarantor shall 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 1010. Waiver of Certain Covenants. 
The Issuer and the Guarantors may omit in any particular instance to comply with any covenant or condition set forth in Sections 1004 to 1009, inclusive, if before or after the time for such compliance the Holders of more than 50% in principal amount of the Outstanding Securities of each series of Securities affected by the omission shall, in each case by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and the Guarantors and the duties of the Trustee for the Securities of each series with respect to any such covenant or condition shall remain in full force and effect. 
56 

Back to Contents
Section 1011. Payment of Additional Amounts. 
If specified pursuant to, and subject to, Section 301, the provisions of this Section 1011 shall be applicable to Securities of any series. 
The Issuer or the Guarantors, as the case may be, shall, subject to the exceptions and limitations set forth below, pay to the Holder of any Security who is a United States Alien such additional amounts as may be necessary so that every net payment on such Security, after deduction or withholding by the Issuer, the Guarantors or any of their Paying Agents for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), shall not be less than the amount provided in such Security to be then due and payable. However, neither the Issuer nor the Guarantors shall be required to make any payment of additional amounts for or on account of: 
(a) any tax, assessment or other governmental charge that would not have been so imposed but for (i) the existence of any present or former connection between such Holder or the beneficial owner of such Security (or between a fiduciary, settler or beneficiary of, or a person holding a power over, such Holder or such beneficial owner, if such Holder or such beneficial owner is an estate or trust, or a member or shareholder of such Holder or such beneficial owner, if such Holder or such beneficial owner is a partnership or corporation) and the United States, including, without limitation, such Holder or such beneficial owner (or such fiduciary, settler, beneficiary, person holding a power, member or shareholder) being or having been a citizen, resident or treated as a resident thereof or being or having been engaged in trade or business or present therein or having or having had a permanent establishment therein, or (ii) such Holder’s or such beneficial owner’s present or former status as a personal holding company, foreign personal holding company, controlled foreign corporation or passive foreign investment company with respect to the United States or as a corporation that accumulates earnings to avoid United States federal income tax; 
(b) any tax, assessment or other governmental charge which would not have been so imposed but for the presentation by the Holder of such Security for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; 
(c) any estate, inheritance, gift, sales, transfer, personal property tax or any similar tax, assessment or other governmental charge; 
(d) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment in respect of any Security, if such payment can be made without such withholding by at least one other Paying Agent; 
(e) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments in respect of such Security; 
(f) any tax, assessment or other governmental charge imposed on a Holder or beneficial owner of any tax, assessment or other governmental charge imposed on a Holder or beneficial owner of a Security or coupon that (i) actually or constructively owns 10 percent or more of the capital or profits interests of the Company or that is a controlled foreign corporation related to the Company through stock ownership or (ii) is a bank described in Section 881(c)(3)(A) of the Code; 
57 

Back to Contents
(g) any tax, assessment or other governmental charge imposed as a result of the failure to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of a Security or coupon, if such compliance is required by statute or by regulation of the United States, as a precondition to relief or exemption from such tax, assessment or other governmental charge; or 
(h) any combination of items (a), (b), (c), (d), (e), (f), and (g); 
nor shall additional amounts be paid with respect to any payment on any such Security to a Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the United States (or any political subdivision thereof) to be included in the income for federal income tax purposes of a beneficiary or settler with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to payment of the additional amounts had beneficiary, settler, member or beneficial owner been the Holder of such Security. 
The term “United States Alien” means any corporation, partnership, individual or fiduciary that is, as to the United States, a foreign corporation, a nonresident alien individual, a nonresident fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, as to the United States, a foreign corporation, a nonresident alien individual or a nonresident fiduciary of a foreign estate or trust. 
Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (and premium, if any) and interest, if any, on any Security, such mention shall be deemed to include mention of the payment of additional amounts provided for in the terms of such Securities and this Section 1011 to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 1011 and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. 
If the Securities of a series provide for the payment of additional amounts as contemplated by Section 301(20), at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series shall not bear interest prior to maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal (and premium, if any) and interest, if any, if there has been any change with respect to the matters set forth in the below mentioned Officers’ Certificate, the Issuer shall furnish the Trustee for that series of Securities and the Issuer’s and the Guarantors’ principal Paying Agent or Paying Agents, if other than such Trustee, with an Officers’ Certificate instructing such Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any) and interest, if any, on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Issuer, or the Guarantors shall pay to the Trustee for such series of Securities or such Paying Agent such additional amounts as may be required pursuant to the terms applicable to such series. The Issuer and each of the Guarantors covenant to indemnify the Trustee for such series of Securities and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 1011. 
58 

Back to Contents
Section 1012. Calculation of Original Issue Discount 
If applicable, the Issuer shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. 
Section 1013. Statement by Officers as to Default 
The Issuer and the Parent Guarantor shall, so long as any of the Securities are outstanding, deliver to the Trustee for each series of Securities upon becoming aware of (1) an Event of Default or an event that is, or with the passage of time or the giving of notice or both would be, an Event of Default in the performance of a covenant or agreement or condition contained in this Indenture or (2) any Event of Default or event that is, or with the passage of time or the giving of notice or both would be, an Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Default. 
ARTICLE ELEVEN 
REDEMPTION OF SECURITIES 
Section 1101. Applicability of Article Eleven. 
Redemption of Securities of any series (whether by operation of a sinking fund or otherwise) as permitted or required by any form of Security issued pursuant to this Indenture shall be made in accordance with such form of Security and this Article Eleven; provided, however, that if any provision of any such form of Security shall conflict with any provision of this Article Eleven, the provision of such form of Security shall govern. 
Section 1102. Election to Redeem; Notice to Trustee. 
The election of the Issuer to redeem any Securities of any series shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Issuer of less than all of the Securities of any particular series, the Issuer shall, at least 60 days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee for the Securities of such series) notify such Trustee by Issuer Request of such Redemption Date and of the principal amount of Securities of that series to be redeemed and shall deliver to such Trustee such documentation and records as shall enable such Trustee to select the Securities to be redeemed pursuant to Section 1103. In the case of any redemption of Securities of any series prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Issuer shall furni sh the Trustee for Securities of such series with an Officers’ Certificate evidencing compliance with such restriction. 
Section 1103. Selection by Trustee of Securities to Be Redeemed.
If less than all the Securities are to be redeemed, the Issuer may select the series to be redeemed, and if less than all the Securities of any series are to be redeemed, the particular Securities of that series to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee for the Securities of such series, from the Outstanding Securities of that series not previously called for redemption, by such method as such Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series, or any integral multiple thereof) of the principal amount of Securities of that series of a denomination larger than the minimum authorized denomination for Securities of that series pursuant to Section 302 in the currency or currency unit in which the Securities of such series are denominat ed. 
59 

Back to Contents
The Trustee for the Securities of any series to be redeemed shall promptly notify the Issuer in writing of the Securities of such series selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 
For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 
Section 1104. Notice of Redemption.
Notice of redemption shall be given in the manner provided in Section 106 not later than 30 days and not earlier than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed. 
All notices of redemption shall state: 
(1) the Redemption Date,
(2) the Redemption Price,
(3) if less than all Outstanding Securities of a particular series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular Securities to be redeemed, including the Identifying Number of such Securities,
(4) in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the Holder shall receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed,
(5) that on the Redemption Date the Redemption Price shall become due and payable upon each such Security or portion thereof, and that interest thereon, if any (or in the case of OID Securities, original issue discount), shall cease to accrue on and after said date,
(6) the place or places where such Securities are to be surrendered for payment of the Redemption Price, and 
(7) that the redemption is for a sinking fund, if such is the case. 
Notice of redemption of Securities to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee for such Securities in the name and at the expense of the Issuer. 
60

Back to Contents
Section 1105. Deposit of Redemption Price.
Prior to the opening of business on any Redemption Date, the Issuer shall deposit with the Trustee for the Securities to be redeemed or with a Paying Agent for such Securities (or, if the Issuer is acting as its own Paying Agent for such Securities, segregate and hold in trust as provided in Section 1003) an amount of money in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such Series) sufficient to pay the principal amount of (and premium, if any, thereon), and (except if the Redemption Date shall be an Interest Payment Date) any accrued interest on, all the Securities which are to be redeemed on that date. 
Section 1106. Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the currency or currency unit in which the Securities of such series are payable (except as otherwise provided pursuant to Section 301 for the Securities of such series) and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Securities shall cease to bear interest. Upon surrender of such Security for redemption in accordance with said notice, such Security or specified portions thereof shall be paid by the Issuer at the Redemption Price; provided, however, that unless otherwise specified as contemplated by Section 301, installments of interest on Securitie s whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. 
If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Redemption Date at a rate per annum equal to the rate borne by the Security (or, in the case of OID Securities, the Security’s Yield to Maturity). 
Section 1107. Securities Redeemed in Part.
Any Security which is to be redeemed only in part shall be surrendered at the Place of Payment (with, if the Issuer or the Trustee for such Security so requires, due endorsement by, or a written Indenture of transfer in form satisfactory to the Issuer, and the Security Registrar for such Security duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute and such Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same series and having the same terms and provisions and in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 
ARTICLE TWELVE
SINKING FUNDS
Section 1201. Applicability of This Article Twelve.
Redemption of Securities through operation of a sinking fund as permitted or required by any form of Security issued pursuant to this Indenture shall be made in accordance with such form of Security and this Article Twelve; provided, however, that if any provision of any such form of Security shall conflict with any provision of this Article Twelve, the provision of such form of Security shall govern. 
61

Back to Contents
The minimum amount of any sinking fund payment provided for by the terms of Securities of any particular series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any particular series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any particular series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any particular series as provided for by the terms of Securities of that series. 
Section 1202. Satisfaction of Sinking Fund Payments With Securities.
The Issuer (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Issuer pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided, however, that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee for such Securities at the princi pal amount thereof and the amount of such sinking fund payment shall be reduced accordingly. 
Section 1203. Redemption of Securities for Sinking Fund.
Not less than 60 days prior to each sinking fund payment date for any particular series of Securities, the Issuer shall deliver to the Trustee for the Securities of such series an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the currency or currency unit in which the Securities of that series are payable (except as otherwise specified pursuant to Section 301 for the Securities of that series) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202 and shall state the basis for such credit and that such Securities have not previously been so credited and shall also deliver to such Trustee any Securities to be so delivered. Such Trustee shall select the Secu rities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Issuer in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 
ARTICLE THIRTEEN
MEETINGS OF HOLDERS OF SECURITIES
Section 1301. Purposes for Which Meetings May Be Called.
A meeting of Holders of Securities of any series may be called at any time and from time to time pursuant to this Article Thirteen to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series. 
62

Back to Contents
Section 1302. Call, Notice and Place of Meetings.
(a) The Trustee for any series of Securities may at any time call a meeting of the Holders of Securities of such series for any purpose specified in Section 1301, to be held at such time and at such place in the Borough of Manhattan, The City of New York as such Trustee shall determine. Notice of every meeting of Holders of Securities of such series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not less than 20 nor more than 180 days prior to the date fixed for the meeting. 
(b) In case at any time the Issuer, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding Securities of any such series shall have requested the Trustee for any such series to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1301, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and such Trustee shall not have made the first publication of the notice of such meeting within 30 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Issuer or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in the Borou gh of Manhattan, The City of New York, for such meeting and may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section 1302. 
Section 1303. Persons Entitled to Vote at Meetings.
To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee for such series and its counsel and any representatives of the Issuer or any of the Guarantors and their respective counsels. 
Section 1304. Quorum; Action.
The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Subject to Section 1305(d), notice of the reconvening of any adjourned meeting shall be given as provided in Section 1302(a), except that such n otice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly that Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series shall constitute a quorum. 
Except as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however, that except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides 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 Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as afo resaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of that series. 
63

Back to Contents
Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section 1304 shall be binding on all the Holders of Securities of such series, whether or not present or represented at the meeting. 
Notwithstanding the foregoing provisions of this Section 1304, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal amount of all Outstanding Securities affected thereby, or of the Holders of such series and one or more additional series: 
(1) there shall be no minimum quorum requirement for such meeting; and
(2) the principal amount of the Outstanding Securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall 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 this Indenture.
Section 1305. Determination of Voting Rights; Conduct and Adjournment of Meetings.
(a) Notwithstanding any other provision of this Indenture, the Trustee for any series of Securities may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 . Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. 
(b) The Trustee for any series of Securities shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Issuer or by Holders of Securities as provided in Section 1302(b), in which case the Issuer or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 
(c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $5,000 principal amount of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 
64

Back to Contents
(d) Any meeting of holders of Securities of any series duly called pursuant to Section 1302 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice. 
Section 1306. Counting Votes and Recording Action of Meetings. 
The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1302 and, if applicable, Section 1304. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Issuer, and another to the Trustee for such series of Securities to be preserved by such Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 
ARTICLE FOURTEEN 
GUARANTEES 
Section 1401. Guarantees. 
Each of the Guarantors hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to each Holder of the Securities and to the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of (and premium, if any) and interest, if any, on the Securities and all other obligations of the Issuer, including, but not limited to, additional amounts due under Section 1011 and sinking fund payments, under this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each of the Guarantors further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article Fourteen notwithstanding any extension or renewal of any Obligation. 
Each of the Guarantors waives presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. Each of the Guarantors waives notice of any default under the Securities or the Obligations. The obligations of each of the Guarantors hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any change in the ownership of the Issuer. 
65 

Back to Contents
Each of the Guarantors further agrees that the Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. 
The obligations of each of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or d elay to do any other act or thing which may or might in any manner or to any extent vary the risk of each of the Guarantors or would otherwise operate as a discharge of the Guarantors as a matter of law or equity. 
Each of the Guarantors further agrees that the Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (and premium, if any) or interest, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. 
In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any of the Guarantors by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each of the Guarantors hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). 
Each of the Guarantors further agrees that, as between itself, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Guarantee. 
Each of the Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section 1401. 
Section 1402. No Subrogation 
Notwithstanding any payment or payments made by the Guarantors hereunder, none of the Guarantors shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Obligations, nor shall any of the Guarantors seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders, as well as the holders of any other Permitted Indebtedness, by the Issuer on account of the Obligations are paid in full. If any amount shall be paid to any of the Guarantors on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segrega ted from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Obligations. 
66 

Back to Contents
Section 1403. Consideration. 
Each of the Guarantors has received, or shall receive, direct or indirect benefits from the making of the Guarantee. 
Section 1404. Release of Subsidiary Guarantors 
Upon termination for any reason of all of the obligations of any Subsidiary Guarantor under the Existing Credit Agreement (including, without limitation, upon agreement of the lenders thereunder or upon replacement thereof with a credit facility not requiring such guarantees or upon such Subsidiary Guarantor ceasing to be a Subsidiary) and the delivery of the Issuer to the Trustee of an Officers’ Certificate and Opinion of Counsel with respect to the foregoing matters, such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Guarantee and such Guarantee shall terminate. 
Section 1405. Future Subsidiary Guarantors 
After the date of this Indenture, the Issuer shall require any Significant Subsidiary that becomes an Existing Credit Agreement Guarantor to execute and deliver to the Trustee within 180 days of becoming an Existing Credit Agreement Guarantor, a supplemental indenture pursuant to which such Subsidiary Guarantor shall fully, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations. 
* * * 
This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
67 

Back to Contents
IN WITNESS WHEREOF, the parties hereto have caused this Indenture dated as of [____ __], 2004 to be duly executed, all as of [____ __], 2004.
 	BRANDYWINE OPERATING PARTNERSHIP, L.P., 	
 	as Issuer	
 	 	 	 	 	
 	 	By:	Brandywine Realty Trust, as general partner	
 	 	 	 	 	
 	 	 	By:	 	
 	 	 	 		
 	 	 	 	Name:	
 	 	 	 	Title:	
 	 	 	 	 	
Attest:	 	 	 	 	

	 	 	 	 	
 	 	 	 	 	
 	BRANDYWINE REALTY TRUST, 	
 	as Parent Guarantor 	
 	 	 	 	 	
 	By:	 	 	 	
 	 		
 	 	Name:	 	 	
 	 	Title:	 	 	
 	 	 	 	 	
Attest:	 	 	 	 	

	 	 	 	 	
 	 	 	 	 	
 	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 	
68 

Back to Contents
 	 	 	 	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* 	
 	 	 	 	 	 	
 	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* 	
69

Back to Contents
 	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 Realty Trust, a Maryland real estate investment trust, its general partner* 	
 	 	 	 	 	
 	BRANDYWINE I.S., L.P. 	
 	 	 	 	 	
 	By:	Brandywine I.S., 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* 	
70 

Back to Contents
 	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 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* 	
71 

Back to Contents
 	BRANDYWINE TB I, L.P. 	
 	 	 	 	 	
 	By:	Brandywine TB I, L.L.C., a Pennsylvania limited liability company, its general partner 	
 	 	 	 	 	
 	 	By:	Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member 	
 	 	 	 	 	
 	 	 	By:	Brandywine Realty Trust, a Maryland real estate investment trust, its general partner* 	
 	 	 	 	 	
 	BRANDYWINE TB II, L.P. 	
 	 	 	 	 	
 	By:	Brandywine TB II, L.L.C., a Pennsylvania limited liability company, its general partner 	
 	 	 	 	 	
 	 	By:	Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member 	
 	 	 	 	 	
 	 	 	By:	Brandywine Realty Trust, a Maryland real estate investment trust, its general partner* 	
 	 	 	 	 	
 	BRANDYWINE TB V, L.P. 	
 	 	 	 	 	
 	By:	Brandywine TB V, L.L.C., a Pennsylvania limited liability company, its general partner 	
 	 	 	 	 	
 	 	By:	Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member 	
 	 	 	 	 	
 	 	 	By:	Brandywine Realty Trust, a Maryland real estate investment trust, its general partner* 	
 	 	 	 	 	
 	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* 	
72 

Back to Contents
 	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* 	
 	 	 	 	 	 	
 	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* 	
73 

Back to Contents
 	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* 	
 	 	 	 	 	 	
 	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* 	
74 

Back to Contents
 	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* 	
 	 	 	 	 	 	
 	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* 	
75

Back to Contents
 	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* 	
 	 	 	 	 	
 	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* 	
76 

Back to Contents
 	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* 	
77

Back to Contents
 	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* 	
 	 	 	 	 	 	 	
78

Back to Contents
 	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* 	
 	 	 	 	 	 	
 	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* 	
79 

Back to Contents
 	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* 	
 	 	 	 	
 	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* 	
 	 	 	 	
80

Back to Contents
 	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 I.S., 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 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* 	
 	 	 	 	
81

Back to Contents
 	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* 	
 	 	
 	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* 	
 	 	 	 	
82

Back to Contents
 	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* 	
 	 	 	 	
 	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 	
 	 	 	 	
83

Back to Contents
 	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* 	
 	 	 	 	 	
 	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* 	

 	*	By: 	 	
 	 	 		
 	 	Name:	
 	 	Title:	
 	 	 	 	
Attest: 	 	 	 	

	 	 	 	
 	 	 	 	
84 

Back to Contents
 	 	The Bank of New York, 	
 	 	      Trustee 	

 	 	By: 	 	 	
 	 	 		
 	 	 	Name	 	
 	 	 	Title:	 	
 	 	 	 	 	
85 

Exhibit 4.4
FORM OF NOTE
BRANDYWINE OPERATING PARTNERSHIP, L.P.
__% Notes Due _____
REGISTERED 
No. __________	 	PRINCIPAL AMOUNT$___________ 
CUSIP No. ___	
[Insert for Global Securities: THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. [If a Global Security is to be held by The Depository Trust Company, then insert: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.]] 
          BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Issuer”, which term include any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________, or registered assigns, the principal sum of ______________ on ______ __, ___, and to pay interest thereon (computed on the basis of a 360-day year of twelve 30-day months), semi-annually in arrears on ________ __ and ______ __ (the “Interest Payment Dates”) of each year, commencing on _______ __, ___, at the rate per annum specified in the title of this Note from ________ ___, _____ or the most recent Interest Payment Date to which interest had been paid or duly provided for. 
          The interest so payable and punctually paid or duly provided for on any Interest Payment Date will as provided in the Indenture be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the ________ __and ________ __ (the “Record Date”) immediately preceding such Interest Payment Date. Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Issuer maintained by the Issuer for such purpose in [the Borough of Manhattan, The City of New York], which initially will be in the corporate trust office of [___________], the Trustee for this Note under the Indenture, located at [________], in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer payment of interest may be by check mailed to the address of the Person entitled thereto as shall appear in the Security Register or by wire transfer of funds to the Person entitled thereto at a bank account maintained in the United States.
          Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
          Unless the certificate of authentication hereon has been executed by or on behalf of [____________], the Trustee for this Note under the Indenture, or its successor thereunder, by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
1

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, and an imprint or facsimile of its seal to be imprinted hereon.
Dated: 
 [FACSIMILE OF SEAL]	 	 	 	   BRANDYWINE OPERATING PARTNERSHIP, L.P.	
 	 	 	 	 	By:	 Brandywine Realty Trust,	
 	 	 	 	 	 	 	as General Partner	
 	 	 	 	 	By:	__________________________ 	
 	 	 	 	 	 	      Name:	
 	 	 	 	 	 	      Title:	

Attest:	 	 	 	 	 	

 	 	 	 	 	 	
By:	________________________________	 	 	 	 	
 	Name:	 	 	 	 	
 	Title:	 	 	 	 	

CERTIFICATE OF AUTHENTICATION 
This is one of the Securities of the series designated therein described in the within-mentioned Indenture.
[__________________],
as Trustee

By:______________________________
Authorized Signatory
2

(Reverse of Note)
BRANDYWINE OPERATING PARTNERSHIP, L.P.
          This Note is one of a duly authorized issue of Securities of the Issuer designated as its __% Notes Due ______ (the “Notes”). The Notes are a series of debt securities of the Issuer (the “Securities”), issued or issuable under and pursuant to an indenture (the “Indenture”) dated as of [_______ ___], 2004, among the Issuer, Brandywine Realty Trust (the “Parent Guarantor”), certain subsidiaries of the Issuer (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”) and [_______] (the “Trustee,” which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Guarantors, the Trustee and the Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and those set forth in this Note. This Note is one of a series designated on the face hereof initially issued in aggregate principal amount to $__________. The Issuer may, from time to time, without the consent of the Holders, issue and sell additional Securities ranking equally with the Notes and otherwise identical in all respects (except for their date of issue, issue price and the date from which interest payments thereon shall accrue) so that such additional Securities shall be consolidated and form a single series with the Notes.
          The terms of other series of Securities issued under the Indenture may vary with respect to interest rates or interest rate formulas, issue dates, maturity, redemption, repayment, currency of payment and otherwise as provided in the Indenture. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
          [Insert, if applicable, any redemption or sinking fund provisions]:
          The Indenture permits, with certain exceptions as therein provided, the Issuer, the Guarantors and the Trustee with the consent of the Holders of more than 50% in principal amount of the Notes at the time Outstanding, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Notes; provided, however, that no such supplemental indenture shall, among other things, (i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, Notes, or reduce the principal amount thereof or interest thereon, if any, or any premium payable upon redemption thereof; or (ii) change the Place of Payment on the Notes or the currency or currency unit in which the Notes or the principal or interest thereon is payable; (iii) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof; (iv) reduce or alter the method of computation of any amount payable upon redemption, repayment or purchase of the Notes by the Issuer and the Guarantors (or the time when such redemption, repayment or purchase may be made); or (v) reduce the percentage in principal amount of the Notes, the Holders of which are required to consent to any supplemental indenture, without the consent of the Holder of each Note affected thereby. The Indenture also contains provisions permitting the Holders of more than 50% in principal amount of the Notes of each series at the time outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Issuer and the Guarantors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect to the Notes, except a default in the payment of principal of or interest, if any, on the Notes or a default with respect to a covenant or provision of the Indenture which cannot be amended without the consent of such Holder.
          The Notes are issuable only in registered form without coupons, and for Notes other than Global Securities (which may be of any denomination), in denominations of $5,000 and integral multiples of $1,000 in excess thereof. [Insert for Global Securities: The Notes shall be initially issued in the form of a Global Security. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes as requested by the Holder surrendering the same. If (x) the Depositary is at any time unwilling or unable to continue as depository and a successor depository is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, (y) the Issuer delivers to the Trustee an Issuer Order to the effect that this Note shall be exchangeable or (z) an Event of Default has occurred and is continuing with respect to the Notes, this Note shall be exchangeable for Notes in definitive form and in an equal aggregate principal amount. Such definitive Notes shall be registered in such name or names as the Depositary shall instruct the Trustee.]
          As provided in the Indenture and subject to certain limitations set forth therein and above, the transfer of this Note may be registered on the Security Register of the Issuer, upon surrender of this Note for registration of transfer at the office or agency of the Issuer in [the Borough of Manhattan, The City of New York], duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees.
          No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer and the Guarantors, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the time, place and rate, and in the coin or currency, herein and in the Indenture prescribed. 
          No service charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
          Prior to due presentment of this Note for registration of transfer, the Issuer, any of the Guarantors, the Trustee and any agent of the Issuer, any of the Guarantors or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Guarantors or the Trustee nor any such agent shall be affected by notice to the contrary.
          Certain of the Issuer’s and the Guarantors’ obligations under the Indenture with respect to Notes, may be terminated if the Issuer or any of the Guarantors irrevocably deposits with the Trustee money or Government Obligations sufficient to pay and discharge the entire indebtedness on all Notes, as provided in the Indenture.
          No recourse shall be had for the payment of the principal of (and premium, if any), or the interest, if any, on this Note, or for any claim based thereon, or upon any obligation, covenant or agreement of the Issuer or any of the Guarantors in the Indenture, against any incorporator, limited partner, shareholder, director, officer or employee, as such, past, present of future, of the Issuer, any of the Guarantors or of any successor entity to the Issuer or such Guarantor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment of penalty or otherwise; and all such personal liability is expressly released and waived as a condition of, and as part of the consideration for, the issuance of this Note.
          The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.
3

ASSIGNMENT/TRANSFER FORM
          FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and transfer(s) unto (insert Taxpayer Identification No.) ______________________________

(Please print or typewrite name and address including postal zip code of assignee) 

the within Note and all rights thereunder, hereby irrevocably constituting and appointing 
________________________________________ attorney to transfer said Note on the books of the Issuer with full power of substitution in the premises. 
          Date: _______________________________

___________________________________ NOTICE: The signature of the registered Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.
4

Brandywine Realty Trust
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Share Distributions
(in thousands)
 	 	 	For the three months ended
June 30, 2004	 	 	For the six months ended
June 30, 2004	 	 	For the years ended December 31,	 	
 	 	 		 	 		 		 	
 	 	 		 	 		 	 	2003	 	 	2002	 	 	2001	 	 	2000	 	 	1999	 	

 	 		

 	 		

Earnings before fixed charges:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Add:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	Income from continuing operations (a)	 	$	18,255 	 	$	30,506 	 	$	75,710 	 	$	48,181 	 	$	20,427 	 	$	39,355 	 	$	22,401 	 	
 	 	 	Minority interest attributable to continuing operations	 	 	588 	 	 	1,849 	 	 	9,265 	 	 	9,337 	 	 	7,818 	 	 	8,824 	 	 	7,354 	 	
 	 	 	Fixed charges – per below	 	 	13,121 	 	 	27,534 	 	 	69,476 	 	 	76,950 	 	 	83,627 	 	 	84,604 	 	 	79,687 	 	
Less:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	Income from equity method investments not distributed	 	 	(126	)	 	(126	)	 	—	 	 	—	 	 	—	 	 	(2,768	)	 	—	 	
 	 	 	Capitalized interest	 	 	(595	)	 	(991	)	 	(1,503	)	 	(2,949	)	 	(5,178	)	 	(8,182	)	 	(2,100	)	
 	 	 	Preferred Distributions of consolidated subsidiaries	 	 	—	 	 	(832	)	 	(7,069	)	 	(7,069	)	 	(7,069	)	 	(7,069	)	 	(6,103	)	
 	 			 			 			 			 			 			 			 	
Earnings before fixed charges	 	$	31,243 	 	$	57,940 	 	$	145,879 	 	$	124,450 	 	$	99,625 	 	$	114,764 	 	$	101,239 	 	
 	 			 			 			 			 			 			 			 	
Fixed charges and Preferred Distributions: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense (including amortization)	 	$	11,948 	 	$	24,052 	 	$	57,835 	 	$	63,522 	 	$	67,496 	 	$	64,746 	 	$	69,800 	 	
Capitalized interest	 	 	595 	 	 	991 	 	 	1,503 	 	 	2,949 	 	 	5,178 	 	 	8,182 	 	 	2,100 	 	
Proportionate share of interest for unconsolidated real estate ventures	 	 	578 	 	 	1,659 	 	 	3,069 	 	 	3,410 	 	 	3,884 	 	 	4,607 	 	 	1,684 	 	
Distributions to preferred unitholders in Operating Partnership	 	 	—	 	 	832 	 	 	7,069 	 	 	7,069 	 	 	7,069 	 	 	7,069 	 	 	6,103 	 	
 	 			 			 			 			 			 			 			 	
 	 	 	Total Fixed Charges	 	 	13,121 	 	 	27,534 	 	 	69,476 	 	 	76,950 	 	 	83,627 	 	 	84,604 	 	 	79,687 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income allocated to preferred shareholders	 	 	2,677 	 	 	4,695 	 	 	11,906 	 	 	11,906 	 	 	11,906 	 	 	11,906 	 	 	4,790 	 	
 	 			 			 			 			 			 			 			 	
 	 	 	Total Preferred Distributions	 	 	2,677 	 	 	4,695 	 	 	11,906 	 	 	11,906 	 	 	11,906 	 	 	11,906 	 	 	4,790 	 	
 	 			 			 			 			 			 			 			 	
 	 	 	Total combined fixed charges and preferred distributions	 	$	15,798 	 	$	32,229 	 	$	81,382 	 	$	88,856 	 	$	95,533 	 	$	96,510 	 	$	84,477 	 	
 	 			 			 			 			 			 			 			 	
Ratio of earnings to combined fixed charges and preferred distributions	 	 	1.98	 	 	1.80	 	 	1.79	 	 	1.40	 	 	1.04	 	 	1.19	 	 	1.20	 	

(a)	Amounts for the years ended December 31, 2003, 2002, 2001, 2000 and 1999 have been reclassified to present properties identified as held for sale consistent with the presentation for the period ended June 30, 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
June 30, 2004	 	 	For the six
months ended
June 30, 2004	 	 	For the years ended December 31,	 	
 	 	 		 	 		 		 	
 	 	 		 	 		 	 	2003	 	 	2002	 	 	2001	 	 	2000	 	 	1999	 	

 	 		

 	 		

Earnings before fixed charges:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Add:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	Income from continuing operations (a)	 	$	18,846 	 	$	32,355 	 	$	84,975 	 	$	57,518 	 	$	28,245 	 	$	48,250 	 	$	29,755 	 	
 	 	 	Fixed charges – per below	 	 	13,121 	 	 	26,702 	 	 	62,407 	 	 	69,881 	 	 	76,558 	 	 	77,535 	 	 	73,584 	 	
Less:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	Income from equity method investments not distributed	 	 	(126	)	 	(126	)	 	—	 	 	—	 	 	—	 	 	(2,961	)	 	—	 	
 	 	 	Capitalized interest	 	 	(595	)	 	(991	)	 	(1,503	)	 	(2,949	)	 	(5,178	)	 	(8,182	)	 	(2,100	)	
 	 			 			 			 			 			 			 			 	
Earnings before fixed charges	 	$	31,246 	 	$	57,940 	 	$	145,879 	 	$	124,450 	 	$	99,625 	 	$	114,642 	 	$	101,239 	 	
 	 			 			 			 			 			 			 			 	
Fixed charges:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense (including amortization)	 	$	11,948 	 	$	24,052 	 	$	57,835 	 	$	63,522 	 	$	67,496 	 	$	64,746 	 	$	69,800 	 	
Capitalized interest	 	 	595 	 	 	991 	 	 	1,503 	 	 	2,949 	 	 	5,178 	 	 	8,182 	 	 	2,100 	 	
Proportionate share of interest for unconsolidated subsidiaries	 	 	578 	 	 	1,659 	 	 	3,069 	 	 	3,410 	 	 	3,884 	 	 	4,607 	 	 	1,684 	 	
 	 			 			 			 			 			 			 			 	
 	 	 	Total Fixed Charges	 	$	13,121 	 	$	26,702 	 	$	62,407 	 	$	69,881 	 	$	76,558 	 	$	77,535 	 	$	73,584 	 	
 	 			 			 			 			 			 			 			 	
Ratio of earnings to fixed charges	 	 	2.38	 	 	2.17	 	 	2.34	 	 	1.78	 	 	1.30	 	 	1.48	 	 	1.38	 	

(a)	Amounts for the years ended December 31, 2003, 2002, 2001, 2000 and 1999 have been reclassified to present properties identified as held for sale consistent with the presentation for the period ended June 30, 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 June 18, 2004, except for Note 21, for which the date is September 1, 2004, relating to Brandywine Realty Trust’s financial statements and financial statement schedules, which appears in the Current Report on Form 8-K dated September 3, 2004. We also consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated August 19, 2004 relating to Brandywine Operating Partnership, L.P.’s financial statements and financial statement schedules, which appears in Brandywine Operating Partnership, L.P.’s Registration Statement on Form 10/A dated August 20, 2004. We also consent to references to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
September 3, 2004

	

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 I.S., L.P.	Pennsylvania	23-2947774	
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.	Delaware	23-2864652	
111 Arrandale Associates, L.P.	Delaware	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	
-1-

Name of Registrant as Specified in its Charter	State or Other 
Jurisdiction of 
Incorporation
or Organization	I.R.S. Employer
Identification Number	
 	 	 	
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 I.S., L.L.C.	Pennsylvania	23-2947773	
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 Piaza, 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	
 
401 Plymouth Road, Suite 500
Plymouth Meeting, Pennsylvania 
(Address of principal executive offices)	19462 
(Zip code)	
Debt Securities 
(Title of the indenture securities)
-2-

	
 
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	2 Rector Street, New York, N.Y. 
10006, and Albany, N.Y. 12203	
 	 	
Federal Reserve Bank of New York	33 Liberty Plaza, 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 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)	
 	 	 	
 	4. 	A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)	
 	 	 	
 	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. 33-44051.) 	
 	 	 	
 	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.	

-3-

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 26th day of August, 2004.
 
 	THE BANK OF NEW YORK	
 	 	 	
 	By:	              /S/ KISHA A. HOLDER	
 	 	Name:   KISHA A. HOLDER	
 	 	Title:     ASSISTANT VICE PRESIDENT	
 
-4-

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 March 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     	$2,589,012	
       Interest-bearing balances     	8,872,373	
Securities:	 	
       Held-to-maturity securities     	1,382,393	
       Available-for-sale securities     	21,582,893	
Federal funds sold and securities purchased under 
       agreements to resell     	 	
       Federal funds sold in domestic offices     	792,900	
       Securities purchased under agreements to resell	932,155	
Loans and lease financing receivables:	 	
       Loans and leases held for sale	555,415	
       Loans and leases, net of unearned income	36,884,850	
       LESS: Allowance for loan and lease losses	628,457	
       Loans and leases, net of unearned
       income and allowance     	36,256,393	
Trading Assets     	3,654,160	
Premises and fixed assets (including capitalized leases)     	929,969	
Other real estate owned     	319	
Investments in unconsolidated subsidiaries 
        and associated companies     	247,156	
Customers' liability to this bank on acceptances
        outstanding     	215,581	
Intangible assets     	 	
       Goodwill     	2,687,623	
       Other intangible assets     	752,283	
Other assets     	7,905,137	
 		
Total assets     	$89,355,762	

LIABILITIES	 	
Deposits:	 	
       In domestic offices     	$33,940,195	
       Noninterest-bearing     	13,973,047	
       Interest-bearing     	19,967,148	
       In foreign offices, Edge and Agreement 
         subsidiaries, and IBFs     	22,717,175	
       Noninterest-bearing     	447,242	
       Interest-bearing     	22,269,933	
Federal funds purchased and securities sold under 
         agreements to repurchase	 	
       Federal funds purchased in domestic 
          offices	442,904	
       Securities sold under agreements to
          repurchase	671,802	
Trading liabilities     	2,452,604	
Other borrowed money:
       (includes mortgage indebtedness and 
        obligations under capitalized leases)	10,779,148	
Bank's liability on acceptances executed and outstanding     	217,705	
Subordinated notes and debentures     	2,390,000	
Other liabilities     	7,230,967	
 		
Total liabilities     	$80,842,500	
Minority interest in consolidated subsidiaries	141,523	

EQUITY CAPITAL	 	
Perpetual preferred stock and related surplus	0	
Common stock     	1,135,284	
Surplus     	2,080,657	
Retained earnings     	5,021,014	
Accumulated other comprehensive income	134,784	
Other equity capital components	0	
	
Total equity capital     	8,371,739	
 		
Total liabilities minority interest and equity capital     	$89,355,762	
 		
     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