[Execution Version]

TERM LOAN CREDIT AGREEMENT (2007)

among

BRANDYWINE REALTY TRUST
and
BRANDYWINE OPERATING PARTNERSHIP, L.P.,
as Borrowers

and

CERTAIN SUBSIDIARIES OF THE BORROWERS,
as Guarantors

and

THE LENDERS IDENTIFIED HEREIN

and

BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent

and

JPMORGAN CHASE BANK,
as Syndication Agent

Dated as of September 17, 2004

BEAR, STEARNS & CO. INC.

and

J.P. MORGAN SECURITIES INC.
as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

                                                                                                             PAGE

SECTION 1             DEFINITIONS AND ACCOUNTING TERMS...........................................................1

         1.1.     Definitions....................................................................................1

         1.2.     Computation of Time Periods and Other Definition Provisions...................................22

         1.3.     Accounting Terms..............................................................................22

         1.4.     Joint Venture Investments.....................................................................22

SECTION 2             CREDIT FACILITY...........................................................................23

         2.1.     Term Loans....................................................................................23

         2.2.     Joint and Several Liability of the Borrowers..................................................25

         2.3.     Appointment of BOP............................................................................26

         2.4.     Non-Recourse..................................................................................27

SECTION 3             GENERAL PROVISIONS APPLICABLE TO LOANS....................................................27

         3.1.     Interest......................................................................................27

         3.2.     Place and Manner of Payments..................................................................27

         3.3.     Payments......................................................................................28

         3.4.     Fees..........................................................................................29

         3.5.     Payment in Full at Maturity...................................................................29

         3.6.     Computations of Interest and Fees.............................................................29

         3.7.     Pro Rata Treatment............................................................................30

         3.8.     Capital Adequacy..............................................................................31

         3.9.     Inability To Determine Interest Rate..........................................................31

         3.10.    Illegality....................................................................................32

         3.11.    Requirements of Law...........................................................................32

         3.12.    Taxes.........................................................................................33

         3.13.    Compensation..................................................................................35

         3.14.    Mitigation; Mandatory Assignment..............................................................36

SECTION 4             GUARANTY..................................................................................36

         4.1.     Guaranty of Payment...........................................................................36

         4.2.     Obligations Unconditional.....................................................................36

         4.3.     Modifications.................................................................................37

         4.4.     Waiver of Rights..............................................................................38

TABLE OF CONTENTS
(continued)

                                                                                                             PAGE

         4.5.     Reinstatement.................................................................................38

         4.6.     Remedies......................................................................................38

         4.7.     Limitation of Guaranty........................................................................38

         4.8.     Rights of Contribution........................................................................39

SECTION 5             CONDITIONS PRECEDENT......................................................................39

         5.1.     Closing Conditions............................................................................39

SECTION 6             REPRESENTATIONS AND WARRANTIES............................................................43

         6.1.     Financial Condition...........................................................................43

         6.2.     Absence of any Undisclosed Liabilities........................................................43

         6.3.     No Material Change............................................................................43

         6.4.     Organization and Good Standing................................................................44

         6.5.     Due Authorization.............................................................................44

         6.6.     No Conflicts..................................................................................44

         6.7.     Consents......................................................................................44

         6.8.     Enforceable Obligations.......................................................................44

         6.9.     No Default....................................................................................45

         6.10.    Ownership.....................................................................................45

         6.11.    Indebtedness..................................................................................45

         6.12.    Litigation....................................................................................45

         6.13.    Taxes.........................................................................................45

         6.14.    Compliance with Law...........................................................................45

         6.15.    Compliance with ERISA.........................................................................46

         6.16.    Organization Structure/Subsidiaries...........................................................47

         6.17.    Use of Proceeds; Margin Stock.................................................................47

         6.18.    Government Regulation.........................................................................47

         6.19.    Environmental Matters.........................................................................47

         6.20.    Solvency......................................................................................48

         6.21.    Investments...................................................................................49

         6.22.    Location of Properties........................................................................49

         6.23.    Disclosure....................................................................................49

TABLE OF CONTENTS
(continued)

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         6.24.    Licenses, etc.................................................................................49

         6.25.    No Burdensome Restrictions....................................................................49

         6.26.    Excluded Material Subsidiaries................................................................49

         6.27.    Foreign Assets Control Regulations, Etc.......................................................50

SECTION 7             AFFIRMATIVE COVENANTS.....................................................................50

         7.1.     Information Covenants.........................................................................50

         7.2.     Financial Covenants...........................................................................54

         7.3.     Preservation of Existence.....................................................................54

         7.4.     Books and Records.............................................................................55

         7.5.     Compliance with Law...........................................................................55

         7.6.     Payment of Taxes and Other Indebtedness.......................................................55

         7.7.     Insurance.....................................................................................55

         7.8.     Maintenance of Assets.........................................................................55

         7.9.     Performance of Obligations....................................................................56

         7.10.    Use of Proceeds...............................................................................56

         7.11.    Audits/Inspections............................................................................56

         7.12.    Additional Credit Parties.....................................................................56

         7.13.    Interest Rate Protection Agreements...........................................................56

         7.14.    Construction..................................................................................57

         7.15.    Acquisitions and Sales........................................................................57

SECTION 8             NEGATIVE COVENANTS........................................................................57

         8.1.     Indebtedness..................................................................................57

         8.2.     Liens.........................................................................................58

         8.3.     Nature of Business............................................................................58

         8.4.     Consolidation and Merger......................................................................58

         8.5.     Sale or Lease of Assets.......................................................................58

         8.6.     Advances, Investments and Loans...............................................................59

         8.7.     Restricted Payments...........................................................................59

         8.8.     Transactions with Affiliates..................................................................59

         8.9.     Fiscal Year; Organizational Documents.........................................................59

TABLE OF CONTENTS
(continued)

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         8.10.    Limitations...................................................................................59

         8.11.    Other Negative Pledges........................................................................59

SECTION 9             EVENTS OF DEFAULT.........................................................................60

         9.1.     Events of Default.............................................................................60

         9.2.     Acceleration; Remedies........................................................................62

         9.3.     Allocation of Payments After Event of Default.................................................63

SECTION 10            AGENCY PROVISIONS.........................................................................64

         10.1.    Appointment...................................................................................64

         10.2.    Delegation of Duties..........................................................................64

         10.3.    Exculpatory Provisions........................................................................64

         10.4.    Reliance on Communications....................................................................65

         10.5.    Notice of Default.............................................................................65

         10.6.    Non-Reliance on Administrative Agent and Other Lenders........................................66

         10.7.    Indemnification...............................................................................66

         10.8.    Administrative Agent in Its Individual Capacity...............................................67

         10.9.    Successor Agent...............................................................................67

SECTION 11            MISCELLANEOUS.............................................................................68

         11.1.    Notices.......................................................................................68

         11.2.    Right of Set-Off..............................................................................68

         11.3.    Benefit of Agreement..........................................................................68

         11.4.    No Waiver; Remedies Cumulative................................................................71

         11.5.    Payment of Expenses; Indemnification..........................................................71

         11.6.    Amendments, Waivers and Consents..............................................................72

         11.7.    Counterparts/Telecopy.........................................................................73

         11.8.    Headings......................................................................................73

         11.9.    Defaulting Lender.............................................................................73

         11.10.   Survival of Indemnification and Representations and Warranties................................73

         11.11.   Governing Law; Jurisdiction...................................................................73

         11.12.   Waiver of Jury Trial..........................................................................74

         11.13.   Time..........................................................................................74

TABLE OF CONTENTS
(continued)

                                                                                                    PAGE

11.14.   Severability..................................................................................74

11.15.   Entirety......................................................................................74

11.16.   Binding Effect................................................................................75

11.17.   Confidentiality...............................................................................75

11.18.   Further Assurances............................................................................76

11.19.   Release of Guarantors.........................................................................76

11.20.   USA Patriot Act...............................................................................76

11.21.   Limitation on Liability.......................................................................76

Schedule EG                Eligible Ground Leases

Schedule I                 Term Loan Amounts

Schedule 1.1(a)            Term Loan Commitment Percentages

Schedule 6.16              Organization Structure/Subsidiaries

Schedule 6.22              Properties

Schedule 6.26              Excluded Material Subsidiaries

Schedule 7.10              Target Indebtedness

Schedule 8.2               Existing Liens

Schedule 8.6               Excluded Investments

Schedule 11.1              Notices

Exhibit 2.1(a)             Form of Notice of Borrowing

Exhibit 2.1(c)             Form of Term Note

Exhibit 2.1(d)             Form of Notice of Continuation/Conversion

Exhibit 7.1(c)             Form of Officer's Certificate

Exhibit 7.12               Form of Joinder Agreement

Exhibit 11.3(b)            Form of Assignment Agreement

TERM LOAN CREDIT AGREEMENT (2007)

THIS TERM LOAN CREDIT AGREEMENT (2007) (as amended, supplemented or otherwise modified from time to time, this "CREDIT AGREEMENT") is entered into as of September 17, 2004, among BRANDYWINE REALTY TRUST ("BRT"), a Maryland real estate investment trust and BRANDYWINE OPERATING PARTNERSHIP, L.P. ("BOP"), a Delaware limited partnership (collectively, the "BORROWERS"), certain Subsidiaries of the Borrowers, as Guarantors, the Lenders (as defined herein), BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent for the Lenders and JPMORGAN CHASE BANK, as Syndication Agent for the Lenders.

RECITALS:

WHEREAS, the Borrowers desire that the Lenders provide a single draw term credit facility in an aggregate amount of up to $320.0 million;

WHEREAS, the Guarantors have agreed to unconditionally guarantee all the obligations of the Borrowers hereunder; and

WHEREAS, the Lenders party hereto have agreed to make the requested term loan credit facility available to the Borrowers on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1

DEFINITIONS AND ACCOUNTING TERMS

1.1. DEFINITIONS.

As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular:

"ACQUISITION" means the acquisition by BOP of a substantial portion of the assets and partnership interests of the Target pursuant to and in accordance with the Contribution Agreement.

"ADJUSTED BASE RATE" means the Base Rate plus the Applicable Percentage.

"ADJUSTED EURODOLLAR RATE" means the Eurodollar Rate plus the Applicable Percentage.

"ADJUSTED NOI" means NOI less (a) an annual sum of $.50 per square foot for all Properties and (b) all interest income of the Combined Parties for the applicable period.

"ADMINISTRATIVE AGENT" means Bear Stearns Corporate Lending Inc. or any successor administrative agent appointed pursuant to Section 10.9.

"AFFILIATE" means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation, partnership, limited liability company or real estate investment trust if such Person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation or real estate investment trust or to vote 10% or more of the partnership or membership interests of such partnership or limited liability company or (ii) to direct or cause direction of the management and policies of such corporation, trust, limited liability company or partnership, whether through the ownership of voting securities, as managing member or general partner, by contract or otherwise.

"AGENCY SERVICES ADDRESS" means 383 Madison Avenue, New York, New York 10179, Attn: Mr. Evan Kaufman, or such other address as may be identified by written notice from the Administrative Agent to the Borrowers.

"AGENT-RELATED PERSONS" means the Administrative Agent (including any successor administrative agent), together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

"ANNUALIZED MODIFIED ADJUSTED NOI" means an amount equal to (a) Adjusted NOI for the prior fiscal quarter for all Properties owned during such entire fiscal quarter multiplied times four plus (b) Adjusted NOI for the number of days owned for all Properties acquired during such fiscal quarter multiplied by a fraction equal to 365 divided by the number of days such Property was owned by a Combined Party.

------------- ------------------------------------------------------------------ -------------------------  ---------------------
  Pricing                       Leverage                                         Applicable Percentage for  Applicable Percentage
   Level                          Ratio                                               Eurodollar Loans        for Base Rate Loans
------------- ------------------------------------------------------------------ -------------------------  ---------------------
I             [less than or equal to] .35 to 1.0                                             1.05%                    0.05%
------------- ------------------------------------------------------------------ -------------------------  ---------------------
II            [greater than] .35 to 1.0 but [less than or equal to] .45 to 1.0               1.20%                    0.20%
------------- ------------------------------------------------------------------ -------------------------  ---------------------
III           [greater than] .45 to 1.0 but [less than or equal to] .50 to 1.0               1.30%                    0.30%
------------- ------------------------------------------------------------------ -------------------------  ---------------------
IV            [greater than] .50 to 1.0                                                      1.55%*                   0.55%*
------------- ------------------------------------------------------------------ -------------------------  ---------------------
V             *If any Term Loans are outstanding 90 days                                     1.70%                    0.70%
              following the Closing Date and at any time
              thereafter the Leverage Ratio is greater
              than .575 to 1.0
------------- ------------------------------------------------------------------ -------------------------  ---------------------

(b) if either (i) BRT has at least two Unsecured Senior Debt Ratings in effect or (ii) BOP has at least two Unsecured Senior Debt Ratings in effect, the appropriate applicable percentages corresponding to the Pricing Level based upon the lowest Unsecured Senior Debt Ratings of (A) BRT, if BRT has at least two Unsecured Senior Debt Ratings in effect and BOP does not, (B) BOP, if BOP has at least two Unsecured Senior Debt Ratings in effect and BRT does not or (C) if both BRT and BOP have at least two Unsecured Senior Debt Ratings in effect, the Borrower with the lowest Unsecured Senior Debt Rating, in each case as of the most recent Calculation Date in the table below; provided that if either or both of BOP or BRT has three Unsecured Senior Debt Ratings in effect, the appropriate applicable percentages shall correspond to the Pricing Level based on the lower Unsecured Senior Debt Rating of the two highest Unsecured Senior Debt Ratings of the applicable Borrower under clauses (A), (B) and (C) above:

--------------------- ----------------------------------------------- ------------------------ ------------------------
Pricing Level         Unsecured Senior Debt Rating                    Applicable Percentage    Applicable Percentage
                                                                      for Eurodollar Loans     for Base Rate Loans
--------------------- ----------------------------------------------- ------------------------ ------------------------
I                     BBB- or better from S&P, Baa3 or better from    1.10%*                   .10%*
                      Moody's and BBB- or better from Fitch

                      ----------------------------------------------- ------------------------ ------------------------
                      *If any Term Loans are outstanding 90 days      1.25%                    .25%
                      following the Closing Date and at any time
                      thereafter the Leverage Ratio is greater than
                      .575 to 1.0
--------------------- ----------------------------------------------- ------------------------ ------------------------
II                    (less than) BBB- from S&P, (less than) Baa3     1.45%*                   .45%*
                      from Moody's or (less than) BBB- from Fitch


                      ----------------------------------------------- ------------------------ ------------------------
                      *If any Term Loans are outstanding 90 days      1.70%                    .70%
                      following the Closing Date and at any time
                      thereafter the Leverage Ratio is greater than
                      .575 to 1.0
--------------------- ----------------------------------------------- ------------------------ ------------------------

The Applicable Percentage for Term Loans shall be determined and adjusted on the date (each a "CALCULATION DATE") (i) if the Applicable Percentage is determined pursuant to clause (a) above, five Business Days after the date on which the Borrowers provide the officer's certificate in accordance with the provisions of Section 7.1(c); provided that if the Borrowers fail to provide the officer's certificate required by Section 7.1(c) on or before the date required by Section 7.1(c), the Applicable Percentage for Term Loans from such date shall be based on Pricing Level III in clause (a) above until such time that an appropriate officer's certificate is provided whereupon the Pricing Level shall be determined by the then current Leverage Ratio or (ii) if the Applicable Percentage is determined pursuant to clause (b) above, the date BRT or BOP obtains an Unsecured Senior Debt Rating from at least two of S&P, Moody's or Fitch or the date there is a change in any Unsecured Senior Debt Rating of BRT or BOP that would cause a change in the Applicable Percentage pursuant to clause (b) above, in each case promptly after the Administrative Agent receives notice regarding such Unsecured Senior Debt Rating. In any event, the highest margin set forth in the applicable pricing grid shall apply whenever any Default or Event of Default has occurred and is continuing. Each Applicable Percentage shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Percentage shall be applicable both to new Term Loans made and to all existing Term Loans.

The Borrowers shall promptly deliver to the Administrative Agent, at the address set forth on Schedule 11.1 and at the Agency Services Address, information regarding any change in the Unsecured Senior Debt Rating or Leverage Ratio that would change the existing Pricing Level for the Applicable Percentage as set forth above.

"ARRANGERS" means Bear, Stearns & Co. Inc. and J.P. Morgan Securities Inc., in their capacity as joint lead arrangers and joint bookrunners.

"BANKRUPTCY CODE" means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

"BASE RATE" means, for any day, the rate per annum equal to the greater of (a) the Federal Funds Rate in effect on such day plus 1/2 of 1% or (b) the Prime Rate in effect on such day. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively.

"BASE RATE LOAN" means a Loan bearing interest based on a rate determined by reference to the Base Rate.

"BOP" means Brandywine Operating Partnership, L.P., a Delaware limited partnership, together with any successors and permitted assigns.

"BORROWERS" means BRT and BOP and "BORROWER" means either one of them.

"BRT" means Brandywine Realty Trust, a Maryland real estate investment trust, together with any successors and permitted assigns.

"BUSINESS DAY" means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or other governmental action to close in New York, New York; provided that in the case of Eurodollar Loans, such day is also a day on which dealings between banks are carried on in Dollar deposits in the London interbank market.

"CALCULATION DATE" has the meaning set forth in the definition of Applicable Percentage in this Section 1.1.

"CAPITAL EXPENDITURES" means all expenditures of the Borrowers and their Subsidiaries which, in accordance with GAAP, would be classified as capital expenditures, including, without limitation, Capital Leases.

"CAPITAL LEASE" means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on a balance sheet of that Person.

"CAPITAL MARKETS TRANSACTIONS" means the issuance by either Borrower or any of their respective Subsidiaries of debt securities (excluding mortgage financings) or common or preferred equity or equity equivalent securities (however designated, and whether voting or non-voting, but excluding equity not issued for the purpose of raising cash (including, but not limited to, equity issued upon exercise of options or upon awards to company executives or trustees and equity issued under any dividend reinvestment plan)) following the Closing Date.

"CAPITAL PERCENTAGE" means, with respect to the interest of a Credit Party or one of its Subsidiaries in another Person, the percentage interest of such Person based on the aggregate amount of net capital contributed by such Credit Party or such Subsidiary in such Person at the time of determination relative to all capital contributions made in such Person at such time of determination.

"CAPITALIZATION RATE" means 9.25%.

"CASH EQUIVALENTS" means (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time and demand deposits and certificates of deposit of (i) any Lender or any of its Affiliates, (ii) any domestic commercial bank having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody's is at least P-1 or the equivalent thereof (any such bank being an "APPROVED BANK"), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody's and maturing within six months of the date of acquisition, (d) repurchase agreements with a bank or trust company (including any of the Lenders) or securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which a Credit Party shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to investments of the character described in the foregoing subdivisions (a) through (d).

"CHANGE OF CONTROL" means any of the following events:

(a) any "person" or "group" (within the meaning of Section 13(d) or 14(d) of the Exchange Act) has become, directly or indirectly, the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have "beneficial ownership" of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time or the occurrence of any contingency), by way of merger, consolidation or otherwise, of 20% or more of the voting power of BRT on a fully-diluted basis, after giving effect to the conversion and exercise of all outstanding warrants, options and other securities of BRT convertible into or exercisable for voting power of BRT (whether or not such securities are then currently convertible or exercisable); or

(b) during any period of up to twelve (12) consecutive months commencing on or after the Closing Date, individuals who were trustees of BRT at the beginning of such period (the "CONTINUING TRUSTEES"), plus any new trustees whose election or appointment was approved by a majority of the Continuing Trustees then in office, shall cease for any reason to constitute a majority of the Board of Trustees of BRT; or

(c) BRT fails to directly own at least 75% of the aggregate ownership interests in BOP (giving effect to any convertible interests with respect thereto).

"CLOSING DATE" means the date hereof.

"CODE" means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections.

"COMBINED PARTIES" means the Credit Parties and their Subsidiaries and all joint ventures or partnerships to which a Credit Party or one of its Subsidiaries is a party.

"COMMITMENT" or "COMMITMENTS" means with respect to each Lender, the Term Loan Commitment Percentage of such Lender multiplied by the Term Loan Committed Amount.

"CONSTRUCTION-IN-PROCESS" means a Property on which construction of improvements (excluding tenant improvements and excluding work prior to erection of the structure of the building) has commenced and is proceeding to completion in the ordinary course but has not yet been completed (as such completion shall be evidenced by a temporary or permanent certificate of occupancy permitting use of such Property by the general public). Any such Property shall be treated as Construction-in-Process until the earlier of (i) twelve (12) months from the date of completion (as evidenced by a certificate of occupancy permitting use of such Property by the general public) or (ii) such Property achieves an 85% occupancy rate (determined on the basis of tenants paying rent).

"CONTINUING TRUSTEES" has the meaning set forth in the definition of Change of Control.

"CONTRIBUTION AGREEMENT" means that certain Contribution Agreement dated August 18, 2004, by and among TRC Realty, Inc.-GP, a Pennsylvania corporation, TRC-LB LLC, a Delaware limited liability company, and TRC Associates Limited Partnership, a Delaware limited partnership, and Brandywine Operating Partnership, L.P., a Delaware limited partnership, as in effect on the date hereof.

"CREDIT DOCUMENTS" means this Credit Agreement, the Notes, any Notice of Borrowing, any Notice of Continuation/Conversion, the Fee Letter and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.

"CREDIT PARTIES" means the Borrowers and the Guarantors and "CREDIT PARTY" means any one of them.

"DEBT PAYMENTS" means, for any period, for the Combined Parties, the sum of (a) Interest Expense for such period plus (b) all payments of principal and any required prepayments on Funded Debt of the Combined Parties (other than balloon payments) for such period, ending on the date of determination (including the principal component of payments due on Capital Leases during the applicable period ending on the date of determination).

"DEFAULT" means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

"DEFAULTING LENDER" means, at any time, any Lender that, (a) has failed to make a Loan, (b) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of this Credit Agreement (but only for so long as such amount has not been repaid) or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official.

"DOLLARS" and "$" each means the lawful currency of the United States of America.

"EFFECTIVE DATE" means the date, as specified by the Administrative Agent, on which the conditions set forth in Section 5.1 shall have been fulfilled (or waived in the sole discretion of the Lenders under the terms of
Section 11.6) and on which the Term Loans shall have been made.

"ELIGIBLE ASSIGNEE" means (a) any Lender or any Affiliate of a Lender or (b) a commercial bank, finance company or other financial institution reasonably acceptable to the Administrative Agent. Neither a Borrower nor any Affiliate of the Borrowers shall qualify as an Eligible Assignee.

"ELIGIBLE GROUND LEASE" means a ground lease that (a) has a minimum remaining term of twenty-five (25) years, including tenant controlled options, as of any date of determination, (b) has customary notice rights, default cure rights, bankruptcy new lease rights and other customary provisions for the benefit of a leasehold mortgagee or has equivalent protection for a leasehold permanent mortgagee by a subordination to such leasehold permanent mortgagee of the landlord's fee interest, and (c) is otherwise acceptable for non-recourse leasehold mortgage financing under customary prudent lending requirements. The Eligible Ground Leases as of the date of this Credit Agreement are listed on Schedule EG.

"ELIGIBLE LAND" means undeveloped land which is zoned for office or industrial use and which is not subject to a building moratorium or other restriction on construction.

"ENVIRONMENTAL CLAIM" means any investigation, written notice, violation, written demand, written allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding, or written claim whether administrative, judicial or private in nature arising (a) pursuant to, or in connection with, an actual or alleged violation of any Environmental Law, (b) in connection with any Hazardous Material, (c) from any assessment, abatement, removal, remedial, corrective, or other response action in connection with an Environmental Law or other order of a Governmental Authority or (d) from any actual or alleged damage, injury, threat, or harm to health, safety, natural resources, or the environment.

"ENVIRONMENTAL LAWS" means any current or future legal requirement of any Governmental Authority pertaining to (a) the protection of health, safety, and the indoor or outdoor environment, (b) the conservation, management, or use of natural resources and wildlife, (c) the protection or use of surface water and groundwater or (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, release, threatened release, abatement, removal, remediation or handling of, or exposure to, any hazardous or toxic substance or material or (e) pollution (including any release to land surface water and groundwater) and includes, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. 9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984, 42 U.S.C. 6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. 1251 et seq., Clean Air Act of 1966, as amended, 42 U.S.C. 7401 et seq., Toxic Substances Control Act of 1976, 15 U.S.C. 2601 et seq., Hazardous Materials Transportation Act, 49 U.S.C. App. 1801 et seq., Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. 651 et seq., Oil Pollution Act of 1990, 33 U.S.C. 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. 11001 et seq., National Environmental Policy Act of 1969, 42 U.S.C. 4321 et seq., Safe Drinking Water Act of 1974, as amended, 42 U.S.C. 300(f) et seq., any analogous implementing or successor law, and any amendment, rule, regulation, order, or directive issued thereunder.

"EQUITY ISSUANCE" means any issuance by a Credit Party to any Person (other than another Credit Party) of shares of its capital stock, preferred stock, common or preferred shares of beneficial interest, partnership or membership interests or other equity interests, including pursuant to the exercise of options or warrants or pursuant to the conversion of any debt securities to equity; provided that the definition of Equity Issuance as used herein shall not include (a) issuances of equity to employees or trustees of a Credit Party to the extent such issuances do not exceed $1,000,000 in any one instance or $5,000,000, in the aggregate, during the term of this Credit Agreement or (b) issuances of common stock or common or preferred shares of beneficial interests the proceeds of which are used for the sole purpose of conversion or redemption of convertible preferred stock or perpetual preferred stock or preferred shares of beneficial interests.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

"ERISA AFFILIATE" means an entity, whether or not incorporated, which is under common control with a Borrower or any of its Subsidiaries within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes a Credit Party or any Subsidiary of a Credit Party and which is treated as a single employer under subsection (b) or (c) of Section 414 of the Code.

"ERISA EVENT" means (i) with respect to any Plan, the occurrence of a Reportable Event or the substantial cessation of operations (within the meaning of Section 4062(e) of ERISA); (ii) the withdrawal of a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan; (iii) the distribution of a notice of intent to terminate or the actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA;
(iv) the institution of proceedings to terminate or the actual termination of a Plan by the PBGC under Section 4042 of ERISA; (v) any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (vi) the complete or partial withdrawal of a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate from a Multiemployer Plan; (vii) the conditions for imposition of a lien under Section 302(f) of ERISA exist with respect to any Plan; or
(viii) the adoption of an amendment to any Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA.

"EURODOLLAR LOAN" means a Term Loan bearing interest based on a rate determined by reference to the Adjusted Eurodollar Rate.

"EURODOLLAR RATE" means, for the Interest Period for each Eurodollar Loan comprising part of the same borrowing (including conversions, extensions and renewals), a per annum interest rate as determined on the basis of the offered rates for deposits in Dollars, for the period of time comparable to such Interest Period that appears on the Dow Jones Market Service (formerly known as Telerate) page 3750 as of 11:00 a.m. London time on the day that is two (2) Business Days preceding the first day of such Interest Period; provided, however, if the rate described above does not appear on the Dow Jones Market Service on any applicable interest determination date, the Eurodollar Rate shall be the rate (rounded upwards to the nearest one-hundred thousandth of one percent, if necessary) for deposits in Dollars for a period substantially equal to the Interest Period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of displaying such rates), as of 11:00 a.m. (London Time), on the day that is two (2) Business Days prior to the beginning of such Interest Period. If both the Dow Jones Market Service and Reuters systems are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such Interest Period which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) Business Days preceding the first day of such Interest Period as selected by Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its U.S. dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. (New York City time), on the day that is two (2) Business Days preceding the first day of such Interest Period. In the event that Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed that the Eurodollar Rate for a Eurodollar Loan cannot be determined and the provisions of Section 3.9 shall apply. In the event that the Board of Governors of the Federal Reserve System shall impose a Eurodollar Reserve Percentage with respect to Eurodollar deposits of the Person serving as the Administrative Agent, then for any period during which such Eurodollar Reserve Percentage shall apply, the Eurodollar Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Eurodollar Reserve Percentage.

"EURODOLLAR RESERVE PERCENTAGE" means, for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurodollar liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Loans is determined) with respect to member banks of the Federal Reserve System, whether or not any Lender has any Eurodollar liabilities subject to such reserve requirement at that time. Eurodollar Loans shall be deemed to constitute Eurodollar liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to a Lender. The Adjusted Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

"EVENT OF DEFAULT" means any of the events or circumstances described in Section 9.1.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, modified, succeeded or replaced from time to time, and the rules and regulations promulgated thereunder.

"EXCLUDED MATERIAL SUBSIDIARIES" means the Material Subsidiaries set forth on Schedule 6.26.

"EXISTING DEBT" means the indebtedness of the Target listed on Schedule 7.10 hereto.

"EXISTING REVOLVING CREDIT AGREEMENT" means the Credit Agreement dated as of May 24, 2004 among the Borrowers, certain Subsidiaries of the Borrowers, the lenders named therein, and JPMorgan Chase Bank, as administrative agent, as it may be amended, restated or modified from time to time, including without limitation by the First Amendment to Existing Revolving Credit Agreement.

"EXISTING TERM LOAN CREDIT AGREEMENT" means the Term Credit Agreement dated as of July 15, 2002 among the Borrowers, certain Subsidiaries of the Borrowers, the lenders named therein, and Bank of America, N.A., as administrative agent.

"FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded upward, at the discretion of the Administrative Agent, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day and (b) if no such rate is so published on such next preceding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

"FEE LETTER" means that certain letter agreement, dated as of August 18, 2004 among the Administrative Agent, the Syndication Agent, the Arrangers and the Borrowers, as amended, modified, supplemented or replaced from time to time.

"FIRST AMENDMENT TO THE EXISTING REVOLVING CREDIT AGREEMENT" means that certain Amendment No. 1 To Credit Agreement dated as of September 10, 2004 by and among the Borrowers, certain Subsidiaries of the Borrowers, as Guarantors, the Lenders party hereto and JPMorgan Chase Bank, as Administrative Agent for the Lenders, Swing Lender and as Issuing Lender.

"FITCH" means Fitch Inc. or any successor or assignee of the business of such company in the business of rating securities.

"FIXED CHARGE COVERAGE RATIO" means, for any period, the ratio of (a) Adjusted NOI for such period to (b) the sum of Debt Payments for such period plus all dividends on preferred shares of beneficial interest of BRT or preferred operating partnership units of BOP (not owned by BRT) for such period plus any letter of credit fees for such period.

"FUNDED DEBT" means, without duplication, the sum of (a) all Indebtedness of the Combined Parties for borrowed money, (b) all purchase money Indebtedness of the Combined Parties, (c) the principal portion of all obligations of the Combined Parties under Capital Leases, (d) all obligations, contingent or otherwise, relative to the face amount of all letters of credit (other than letters of credit supporting trade payables in the ordinary course of business), whether or not drawn, and banker's acceptances issued for the account or upon the application of a Combined Party (it being understood that, to the extent an undrawn letter of credit supports another obligation constituting Indebtedness, in calculating aggregated Funded Debt only such other obligation shall be included), (e) all Guaranty Obligations of the Combined Parties with respect to the indebtedness of another Person of the types described in this definition, (f) all indebtedness of another Person of the types described in this definition that is secured by a Lien on any property of the Combined Parties whether or not such indebtedness has been assumed by a Combined Party, (g) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product of a Combined Party where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP, (h) all obligations of the Combined Parties in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate or commodity price hedging agreements and (i) all take out loan commitments to the extent such take out commitment is not supported by a financial commitment from a third party containing standard terms and conditions; provided that, for purposes of calculating the Leverage Ratio, the Secured Debt Ratio, the Unsecured Debt limitation and the Unencumbered Cash Flow Ratio, to the extent Funded Debt includes Indebtedness in respect of Construction-in-Process, the amount of such Funded Debt shall be deemed to be the total construction costs incurred for the Construction-in-Process as of such date. The calculation of Funded Debt of the Combined Parties shall be subject to Section 1.4.

"FUNDS FROM OPERATIONS", when used with respect to any Person, shall have the meaning given to such term in, and shall be calculated in accordance with, standards promulgated by the National Association of Real Estate Investment Trusts in effect from time to time.

"GAAP" means generally accepted accounting principles in the United States applied on a consistent basis and subject to Section 1.3.

"GOVERNMENTAL AUTHORITY" means any Federal, state, local or provincial court or governmental agency, authority, instrumentality or regulatory body.

"GUARANTORS" means (a) the Material Subsidiaries of the Borrowers as of the Closing Date, other than the Excluded Material Subsidiaries, and (b) such other Persons who may from time to time execute a Joinder Agreement (or otherwise consent in writing to becoming a Guarantor hereunder), as required by
Section 7.12 or otherwise, in each case together with their successors and assigns; in each case unless released as a Guarantor pursuant to Section 8.5(b) or Section 11.19.

"GUARANTY" means the guaranty of payment provided by the Guarantors pursuant to Section 4.

"GUARANTY OBLIGATIONS" means, with respect to any Person, without duplication, any obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase any such Indebtedness or other obligation or any property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of such Indebtedness or obligation or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness of such other Person, (c) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Indebtedness or (d) to otherwise assure or hold harmless the owner of such Indebtedness or obligation against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made. It is understood and agreed that for purposes of any "completion guaranty" provided by a Credit Party or one of its Subsidiaries, the amount of Indebtedness associated with such completion guaranty shall be none unless such completion guaranty is enforced (or written notice of the intent to enforce such completion guaranty has been received) at which time the Indebtedness associated with such completion guaranty shall equal the remaining cost to complete the project plus ten percent until such time as a certificate of occupancy is issued.

"HAZARDOUS MATERIALS" means any substance, material or waste defined or regulated in or under any Environmental Laws.

"INCENTIVE STOCK PLAN" means the BRT 1997 Long-Term Incentive Plan, as amended from time to time, and any other equity incentive plan hereafter established by BRT or one of its Subsidiaries pursuant to which awards of equity interests in BRT or such Subsidiary may be made to employees of BRT or one of its Subsidiaries.

"INDEBTEDNESS" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations, other than intercompany items, of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person which would appear as liabilities on a balance sheet of such Person, (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all Guaranty Obligations of such Person, (g) the principal portion of all obligations of such Person under (i) Capital Leases and (ii) any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product of such Person where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP, (h) all obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements, or other interest or exchange rate or commodity price hedging agreements, (i) the maximum amount of all performance and standby letters of credit issued or bankers' acceptances facilities created for the account or upon the application of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (j) all preferred stock issued by such Person and required by the terms thereof to be redeemed, or for which mandatory sinking fund payments are due, by a fixed date; provided that Indebtedness shall not include preferred stock which carries a defined term if its conversion or redemption occurs solely through the issuance of additional equity or from the proceeds of an equity offering, (k) all obligations evidenced by take out commitments, (l) the aggregate amount of uncollected accounts receivables of such Person subject at such time to a sale of receivables (or similar transaction) regardless of whether such transaction is effected without recourse to such Person or in a manner that would not be reflected on the balance sheet of such Person in accordance with GAAP and (m) all obligations of such Person to repurchase any securities which repurchase obligation is related to the issuance thereof, including, without limitation, obligations commonly known as residual equity appreciation potential shares or forward equity purchase contracts. Subject to Section 1.4, the Indebtedness of any Person shall include the Indebtedness of any partnership or unincorporated joint venture in which such Person is legally obligated or has a reasonable expectation of being liable with respect thereto.

"INTEREST COVERAGE RATIO" means, for any period, the ratio of (a) Adjusted NOI for such period to (b) Interest Expense for such period.

"INTEREST EXPENSE" means, for any period, with respect to the Combined Parties, all net interest expense, whether paid or accrued (including that portion applicable to Capital Leases in accordance with GAAP) plus capitalized interest.

"INTEREST PAYMENT DATE" means (a) as to Base Rate Loans, the last Business Day of each fiscal quarter and the Maturity Date, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period and the Maturity Date, and (c) as to any Eurodollar Loan having an Interest Period longer than three months, the day which is three months after the first day of such Interest Period, the last day of such Interest Period, and the Maturity Date.

"INTEREST PERIOD" means, as to Eurodollar Loans, a period of one, two, three or six months' duration as the Borrowers may elect, commencing, in each case, on the date of the borrowing (including, as applicable, continuations and conversions thereof); provided, however, (a) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day) and (b) where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last Business Day of such calendar month. Notwithstanding the foregoing:

(i) if any Interest Period for any Term Loan would otherwise end after the Maturity Date, respectively, such Interest Period shall end on the Maturity Date; and

(ii) notwithstanding clause (i) above, no Interest Period shall have a duration of less than one month and, if the Interest Period for any Eurodollar Loan would otherwise be a shorter period, such Loan shall not be available hereunder for such period, provided that with respect to such portion of a Term Loan as shall be scheduled to be repaid on the Maturity Date occurring within such one-month period, an Interest Period ending on the Maturity Date shall be permissible.

"INVESTMENT" in any Person means (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of assets, shares of capital stock, bonds, notes, debentures, partnership interests, membership interests, joint ventures or other ownership interests or other securities of such other Person or (b) any deposit with, or advance, loan or other extension of credit to, such Person (other than deposits made in connection with the purchase of equipment or other assets in the ordinary course of business) or (c) any other capital contribution to or investment in such Person, including, without limitation, any Guaranty Obligation (including any support for a letter of credit issued on behalf of such Person) incurred for the benefit of such Person.

"JOINDER AGREEMENT" means a Joinder Agreement substantially in the form of Exhibit 7.12.

"LENDERS" means, collectively, each Person that is identified as a "Lender" on the signature pages hereto and has a Commitment or that holds a Term Loan, and any Person which may become a Lender by way of assignment in accordance with the terms hereof, together with their successors and permitted assigns.

"LEVERAGE RATIO" means the ratio of (a) Funded Debt to (b) the sum (the "TOTAL ASSET VALUE") of (i) Property Value plus (ii) all unrestricted cash of the Combined Parties plus (iii) all Cash Equivalents of the Combined Parties plus (iv) all unrestricted tenant security deposits held by the Combined Parties plus (v) the aggregate of all amounts of the Combined Parties incurred and paid with respect to Construction-in-Process and Eligible Land, which credit will be limited to

20% of Total Asset Value in the aggregate and 15% of Total Asset Value for any single project or parcel, plus (vi) all notes receivable of the Combined Parties, which credit will be limited to 5% of Total Asset Value, plus (vii) all investments of the Combined Parties in (based on the actual cash investment in), directly or indirectly, entities (other than Combined Parties) holding real estate assets, which credit will be limited to 2.5% of Total Asset Value; provided that from the Closing Date until October 1, 2005, Total Asset Value shall be calculated by using the value at cost of the Pre-Stabilized Acquisition Properties in lieu of the Property Value of the Pre-Stabilized Acquisition Properties.

"LIEN" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind, including, without limitation, any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof.

"LOAN" or "LOANS" means the Term Loans, individually or collectively, as applicable.

"MARKET FUNDED DEBT PAYMENTS" means the scheduled debt payments that would have been due during a twelve-month period with respect to the Unsecured Debt of the Combined Parties as of the last day of the prior fiscal quarter assuming a principal mortgage amortization of 25 years and assuming the Market Interest Rate as in effect on the date that the Market Funded Debt Payments are calculated.

"MARKET INTEREST RATE" means an interest rate equal to the greater of
(a) the prior thirty (30) day average of the most recent seven year U.S. Treasury Note plus 1.75% per annum or (b) the actual average interest rate on the Loans for the preceding twelve (12) months.

"MATERIAL ADVERSE EFFECT" means any event, development or circumstance that has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, property, results of operations, condition (financial or otherwise) or prospects of BRT, BOP or the Credit Parties and their Subsidiaries taken as a whole, (b) the ability of a Borrower to perform its respective obligations under this Credit Agreement or any of the other Credit Documents, (c) the ability of a Guarantor to perform its respective obligations under this Credit Agreement or any of the other Credit Documents, unless the Guarantor subject to such material adverse effect could be immediately released as a Guarantor in compliance with Section 8.5(b), or (d) the validity or enforceability of this Credit Agreement, any of the other Credit Documents, or the rights and remedies of the Agent and the Lenders hereunder or thereunder.

"MATERIAL SUBSIDIARY" means a Subsidiary of a Credit Party in which such Credit Party owns, directly or indirectly, more than 65% of the capital stock, partnership interests, membership interests or other equity interests; provided that with respect to a Subsidiary of a Credit Party that is not a corporation and whose ownership interest is not otherwise specified, such percentage interest shall be the Capital Percentage of such Credit Party in such Subsidiary.

"MATURITY DATE" means May 24, 2007.

"MOODY'S" means Moody's Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

"MULTIEMPLOYER PLAN" means a Plan which is a multiemployer plan as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

"MULTIPLE EMPLOYER PLAN" means a Plan (other than a Multiemployer Plan) in which a Credit Party, a Subsidiary of a Credit Party or any ERISA Affiliate and at least one employer other than a Credit Party, a Subsidiary of a Credit Party or any ERISA Affiliate are contributing sponsors.

"NET CASH PROCEEDS" means, with respect to an Equity Issuance, the gross cash proceeds received from such Equity Issuance minus actual transaction costs and discounts of issuance payable to third parties in connection therewith.

"NET INCOME" means, for any period, the net income for such period of the Combined Parties, as determined in accordance with GAAP.

"NET WORTH" means, as of any date, the net worth of Credit Parties and their Subsidiaries on a consolidated basis, as determined in accordance with GAAP.

"NOI" means, for any period, an amount equal to (a) Net Income for such period (excluding the effect of any extraordinary or other non-recurring gains or losses or other non-cash losses outside the ordinary course of business) plus
(b) an amount which in the determination of Net Income for such period has been deducted for (i) proceeds to minority interests, (ii) income taxes, (iii) depreciation and amortization and (iv) Interest Expense, less (c) 3% of the total real estate revenue of the Combined Parties as a property management expense.

"NON-EXCLUDED TAXES" has the meaning set forth in Section 3.12.

"NOTE" or "NOTES" means the Term Notes, individually or collectively, as appropriate.

"NOTICE OF BORROWING" means a Term Loan request and certificate duly executed by an authorized officer of the Borrowers for a Term Loan, substantially in the form of Exhibit 2.1(a).

"NOTICE OF CONTINUATION/CONVERSION" means a request by the Borrowers to continue an existing Eurodollar Loan to a new Interest Period or to convert a Eurodollar Loan to a Base Rate Loan or to convert a Base Rate Loan to a Eurodollar Loan, in the form of Exhibit 2.1(d).

"OBLIGATIONS" means, without duplication, all of the obligations, liabilities and indebtedness of the Credit Parties to the Lenders and the Administrative Agent, whenever arising, under this Credit Agreement, the Notes or any of the other Credit Documents to which a Credit Party is a party, including without limitation the outstanding principal amount of the Loans.

"PBGC" means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor thereto.

"PERMITTED INVESTMENTS" means, subject in all cases to Sections 7.10, 7.15 and 8.5(b), Investments which are (a) cash or Cash Equivalents, (b) accounts receivable created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, (c) Investments by one Credit Party in another Credit Party, (d) earnest

money and similar deposits in respect of Properties made in the ordinary course of business, (e) the acquisition of new Properties; provided that the Credit Parties may not invest in undeveloped land in excess of 5% of Total Asset Value, in the aggregate, except for Eligible Land, (f) Investments (other than Investments in subclause (g) below) in Subsidiaries which are not Credit Parties and Investments in joint ventures (whether or not Subsidiaries) not to exceed, in the aggregate at any one time, 15% of Total Asset Value, (g) Investments existing on the date hereof in certain special purpose entities listed on Schedule 8.6, (h) Investments in Construction-in-Process in which the aggregate full-budgeted costs of construction of all Construction-in-Process do not exceed, in the aggregate at any one time, 20% of Total Asset Value; (i) repurchases by a Borrower or any Subsidiary of its capital stock or shares of beneficial interest (including the repurchase of stock or shares of beneficial interest that is retired, cancelled or terminated) or other ownership interests (including options, warrants and stock appreciation rights) as long as prior to and after giving effect thereto, no Default or Event of Default exists; and (j) Investments not otherwise described in or covered by the other subclauses of this definition including, without limitation, loans to officers, directors and employees; provided that (i) such Investments do not exceed, in the aggregate at any one time, 5% of Total Asset Value and (ii) such Investments, together with the Investments referred to in subclauses (e), (f) and (h), do not exceed (in the aggregate at any one time) 25% of Total Asset Value.

"PERMITTED LIENS" means (a) Liens securing Obligations, (b) Liens for taxes not yet due or Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof),
(c) Liens in respect of property imposed by law arising in the ordinary course of business such as materialmens', mechanics', warehousemens', carriers', landlords' and other nonconsensual statutory Liens which are not yet due and payable or which are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof), (d) Liens arising from good faith deposits in connection with or to secure performance of tenders, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business (other than obligations in respect of the payment of borrowed money), (e) Liens arising from good faith deposits in connection with or to secure performance of statutory obligations and surety and appeal bonds, (f) easements, rights-of-way, restrictions (including zoning restrictions), matters of plat, minor defects or irregularities in title and other similar charges or encumbrances not, in any material respect, impairing the use of the encumbered property for its intended purposes, (g) judgment Liens that would not constitute an Event of Default, (h) Liens arising by virtue of any statutory or common law provision relating to bankers' liens, rights of setoff or similar rights as to deposit accounts or other funds maintained with a creditor depository institution, (i) Liens in connection with Indebtedness permitted by Section 8.1(d); provided that if such Lien is created with respect to an Unencumbered Property, the Borrowers shall give the Administrative Agent written notice of the creation of such Lien in accordance with Section 7.15(b) (if applicable), and (j) Liens existing on the date hereof and identified on Schedule 8.2; provided that no such Lien shall extend to any property other than the property subject thereto on the Closing Date.

"PERSON" means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated), or any Governmental Authority.

"PLAN" means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an "employer" within the meaning of Section 3(5) of ERISA.

"PRE-STABILIZED ACQUISITION PROPERTIES" means the Properties located at
(i) 555 Radnor Financial Center, Radnor, Pennsylvania, (ii) 130-170 Radnor Financial Center, Radnor, Pennsylvania and (iii) 201 Radnor Financial Center, Radnor, Pennsylvania.

"PRICING LEVEL" means, based upon the Unsecured Senior Debt Rating or Leverage Ratio of the Borrowers, as applicable, the corresponding category (I, II, III, IV or V) within the Applicable Percentage tables.

"PRIME RATE" means the per annum rate of interest announced publicly from time to time by JPMorgan Chase Bank at its principal offices (or such other principal office of such Person as communicated in writing to the Borrowers and the Lenders) as its Prime Rate. Any change in the interest rate resulting from a change in the Prime Rate shall become effective at the opening of business on the day specified in the public announcement of such change.

"PRO FORMA BASIS" or "PRO FORMA" means with respect to (a) the sale of a Property or the sale of an equity interest in a Credit Party, (b) the creation of a Lien on a Property, (c) the acquisition of or Investment in a Property or other asset that is subject to Section 7.15 or (d) any comparable event or transaction, that such sale, creation of Lien, acquisition or Investment shall be deemed to have occurred as of the first day of the four fiscal quarter period ending as of the last day of the most recent fiscal quarter for which the Lenders have received the financial information required by Section 7.1(b) and, the calculation related thereto shall be performed in accordance with the terms of Regulation S-X (including, without limitation, Article 11 thereof) promulgated under the Exchange Act.

"PROPERTIES" means all real properties owned or ground-leased by the Credit Parties and their Subsidiaries whether directly or through a joint venture investment.

"PROPERTY VALUE" means Annualized Modified Adjusted NOI divided by the Capitalization Rate.

"PUBLIC DEBT" means indebtedness which is not secured by any Liens and not subordinated to the Obligations (or to the holders thereof), issued by a Borrower in offerings registered under the Securities Act of 1933, as amended, or in transactions exempt from registration pursuant to Rule 144A or Regulation D thereunder or listed on non-U.S. securities exchanges.

"REGULATION D, O, T, U, OR X" means Regulation D, O, T, U or X, respectively, of the Board of Governors of the Federal Reserve System (or any successor body) as from time to time in effect and any successor to all or a portion thereof.

"REIT" means a real estate investment trust as defined in Sections 856-860 of the Code.

"REPORTABLE EVENT" means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the notice requirement has been waived by regulation.

"REQUIRED LENDERS" means, at any time, the Lenders whose aggregate Credit Exposure (as hereinafter defined) constitutes at least 50.1% of the Credit Exposure of all Lenders at such time; provided, however, so long as Bear Stearns Corporate Lending Inc. and JPMorgan Chase Bank constitute, in the aggregate, 50.1% or more of the Credit Exposure of all Lenders at such time, the vote of both such Lenders shall be required for all voting matters which require the consent of the "Required Lenders"; provided further, however, that if any Lender shall be a Defaulting Lender at such time then there shall be excluded from the determination of Required Lenders the aggregate principal amount of Credit Exposure of such Lender at such time. For purposes of the preceding sentence, the term "Credit Exposure" as applied to each Lender shall mean (a) at any time prior to the Effective Date, the Commitment of such Lender and (b) at any time after the Effective Date, the principal balance of the outstanding Term Loans of such Lender.

"REQUIREMENT OF LAW" means, as to any Person, the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or final, non-appealable determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or to which any of its material property is subject.

"S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., or any successor or assignee of the business of such division in the business of rating securities.

"SECURED DEBT" means all Funded Debt of the Combined Parties that is subject to a Lien in favor of the creditor holding such Funded Debt; provided that any Funded Debt owed to the Lenders hereunder shall be considered to be Unsecured Debt even if a Lien has been granted in favor of the Lenders.

"SECURED DEBT RATIO" means the ratio of (a) Secured Debt to (b) Property Value plus, to the extent Secured Debt includes Funded Debt on Construction-in-Process, total construction costs incurred as of such date with respect to such Construction-in-Process.

"SECURITIES ACT" means the Securities Act of 1933, as amended, modified, succeeded or replaced from time to time, and the rules and regulations promulgated thereunder.

"SINGLE EMPLOYER PLAN" means any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

"SOLVENT" means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person's assets would constitute unreasonably small capital after giving due consideration to the

prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the assets of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

"STEP-BACK DATE" has the meaning set forth in Section 7.2(d).

"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.

"TARGET" means The Rubenstein Company, L.P., a Delaware limited partnership.

"TERM LOAN COMMITMENT PERCENTAGE" means, for each Lender, the percentage identified as its Term Loan Commitment Percentage on Schedule 1.1(a), as such percentage may be modified in connection with any assignment made by such Lender in accordance with the provisions of Section 11.3.

"TERM LOAN COMMITTED AMOUNT" means $320,000,000.

"TERM LOANS" has the meaning set forth in Section 2.1(a).

"TERM NOTE" or "TERM NOTES" means a promissory note of the Borrowers payable to any Lender, in the form of Exhibit 2.1(c) hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrowers to such Lender resulting from outstanding Term Loans, and also means all other promissory notes accepted from time to time in substitution therefore or renewal thereof.

"TERMINATION EVENT" means (a) with respect to any Single Employer Plan, the occurrence of a Reportable Event or the substantial cessation of operations (within the meaning of Section 4062(e) of ERISA); (b) the withdrawal of any Credit Party or any of its Subsidiaries or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan; (c) the distribution of a notice of intent to terminate or the actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (d) the institution of proceedings to terminate or the actual termination of a Plan by the PBGC under Section 4042 of ERISA; (e) any event or condition which might reasonably constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; or (f) the complete or partial withdrawal of any Credit Party or any of its Subsidiaries or any ERISA Affiliate from a Multiemployer Plan.

"TOTAL ASSET VALUE" has the meaning assigned to such term in the definition of Leverage Ratio.

"UNENCUMBERED CASH FLOW RATIO" means the ratio of (a) Annualized Modified Adjusted NOI with respect to Unencumbered Properties to (b) Market Funded Debt Payments.

"UNENCUMBERED CONSTRUCTION-IN-PROCESS" means all

Construction-in-Process that is (i) wholly-owned by a Credit Party that is a wholly-owned Subsidiary of the Borrowers, (ii) not subject to a Lien other than
(a) nonconsensual Permitted Liens and (b) Liens in favor of the Lenders to secure the Obligations, and (iii) not subject to a significant environmental release, Environmental Claim or other violation of Environmental Laws.

"UNENCUMBERED CONSTRUCTION-IN-PROCESS AND ELIGIBLE LAND VALUE" means the sum of Unencumbered Construction-in-Process and Unencumbered Eligible Land, in each case valued at the lower of cost or market.

"UNENCUMBERED ELIGIBLE LAND" means all Eligible Land that is (i) wholly-owned by a Credit Party that is a wholly-owned Subsidiary of the Borrowers, (ii) not subject to a Lien other than (a) nonconsensual Permitted Liens and (b) Liens in favor of the Lenders to secure the Obligations, and (iii) not subject to a significant environmental release, Environmental Claim or other violation of Environmental Laws.

"UNENCUMBERED PROPERTIES" means all Properties that are (i) wholly-owned or leased under an Eligible Ground Lease by a Credit Party that is a wholly-owned Subsidiary of the Borrowers, (ii) not subject to a Lien other than (a) nonconsensual Permitted Liens and (b) Liens in favor of the Lenders to secure the Obligations, (iii) improved with a building that has received a certificate of occupancy, and (iv) not subject to a significant environmental release, Environmental Claim or other violation of Environmental Laws.

"UNENCUMBERED PROPERTY VALUE" means the sum of (i) Property Value with respect to all Unencumbered Properties, plus (ii) the aggregate amount of unrestricted cash and Cash Equivalents in excess of $25,000,000; provided that from the Closing Date until October 1, 2005, Unencumbered Property Value shall be calculated by using the value at cost of the Pre-Stabilized Acquisition Properties (so long as such Properties constitute Unencumbered Properties) instead of the Property Value of the Pre-Stabilized Acquisition Properties.

"UNSECURED DEBT" means the sum of all Funded Debt of the Combined Parties that was incurred, and continues to be outstanding, without granting a Lien to the creditor holding such Funded Debt; provided that all Funded Debt of the Combined Parties owing to the Lenders under this Credit Agreement shall be considered to be Unsecured Debt even if a Lien has been granted in favor of the Lenders.

"UNSECURED SENIOR DEBT RATING" means either (a) if BRT or BOP has issued unsecured, senior, long term, non-credit enhanced debt, the debt rating provided by S&P, Moody's or Fitch with respect to such unsecured, senior, long term, non-credit enhanced debt, or (b) if BRT or BOP has not issued unsecured, senior, long term, non-credit enhanced debt, the issuer rating for BRT or BOP provided by Moody's or Fitch or the corporate credit rating for BRT or BOP provided by S&P.

1.2. COMPUTATION OF TIME PERIODS AND OTHER DEFINITION PROVISIONS.

For purposes of computation of periods of time hereunder, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding." References in this Credit Agreement to "Articles", "Sections", "Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits of or to this Credit Agreement unless otherwise specifically provided. References in this Credit Agreement to "during the term of this Credit Agreement" shall mean the period from the Effective Date to the earlier of the Maturity Date or the acceleration of the Loans pursuant to Section 9.2.

1.3. ACCOUNTING TERMS.

Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All financial statements delivered to the Lenders hereunder shall be accompanied by a statement from the Borrowers that GAAP has not changed since the most recent financial statements delivered by the Borrowers to the Lenders or, if GAAP has changed, describing such changes in detail and explaining how such changes affect the financial statements. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 7.1 (or, prior to the delivery of the first financial statements pursuant to Section 7.1, consistent with the financial statements described in Section 5.1(f)); provided, however, if (a) the Borrowers shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Administrative Agent or the Required Lenders shall so object in writing within sixty (60) days after delivery of such financial statements (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrowers to the Lenders as to which no such objection shall have been made.

1.4. JOINT VENTURE INVESTMENTS.

For purposes of calculating the financial covenants in Section 7.2 (including the definitions used therein) and the definition of Permitted Investments, (a) NOI, Adjusted NOI, Annualized Modified Adjusted NOI, Property Value and Interest Expense shall be calculated, to the extent applicable, to include the pro-rata share (as determined by their respective percentage interests in the profits and losses of such joint venture) of results attributable to the Credit Parties and their Subsidiaries from joint ventures and (b) Indebtedness and Funded Debt shall be calculated as follows: (i) if the Indebtedness of a joint venture is recourse to such Credit Party (or Subsidiary), then the amount of such Indebtedness or Funded Debt that is recourse to such Credit Party (or Subsidiary), without duplication, and (ii) if the Indebtedness of such joint venture is not recourse

to such Credit Party (or Subsidiary), then such Credit Party's (or Subsidiary's) pro-rata share of such Indebtedness or Funded Debt as determined by its percentage interest in the profits and losses of such joint venture. For purposes of this Section 1.4, Indebtedness of a joint venture that is recourse to a Credit Party or one of its Subsidiaries solely as a result of such Credit Party (or Subsidiary) being a partner or member in such joint venture shall be treated as not recourse to such Credit Party (or Subsidiary) as long as the only assets owned by such Credit Party (or Subsidiary) are its equity interest in such joint venture and any contributed capital held to fund such equity interest.

SECTION 2

CREDIT FACILITY

2.1. TERM LOANS.

(a) Term Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees, on the Effective Date, to make a term loan (collectively, the "Term Loans") to the Borrowers, in Dollars, in an amount equal to such Lender's Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers to be made on such date; provided that
(i) the aggregate amount of Term Loans made may not exceed the Term Loan Committed Amount and (ii) the Term Loans shall only be made in a single funding. By no later than 11:00 a.m. on the Effective Date, and in no event later than 11:00 a.m. on October 21, 2004, the Borrowers shall submit an irrevocable written Notice of Borrowing in the form of Exhibit 2.1(a) to the Administrative Agent setting forth (A) the amount requested, (B) the specific use of the proceeds of the requested Term Loans, (C) a certification that the Borrowers have complied in all respects with Section 5.1 and (D) the date of borrowing. The Administrative Agent shall provide copies of such Notice of Borrowing to each Lender. The Commitments shall permanently terminate upon the making of the Term Loans.

(b) Funding of Term Loans. On the Effective Date, each Lender will make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the Administrative Agent's office at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1.

No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such date, the Administrative Agent may assume that such Lender has

or will make the amount of its Term Loan available to the Administrative Agent on the Effective Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrowers, and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the Adjusted Base Rate and (ii) from such Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

(c) Term Notes. Upon the request of any Lender, the Borrowers shall provide such Lender with a duly executed Term Note, evidencing the Term Loans made by such Lender, in an original principal amount equal to such Lender's Term Loan Commitment Percentage of the aggregate amount of the Term Loans requested by the Borrowers to be made on such date and substantially in the form of Exhibit 2.1(c).

(d) Continuations and Conversions. The Borrowers shall have the option with respect to all or any part of the Term Loans, on any Business Day, to continue existing Eurodollar Loans for a subsequent Interest Period, to convert Base Rate Loans into Eurodollar Loans, or to convert Eurodollar Loans into Base Rate Loans; provided, however, that (i) each such continuation or conversion must be requested by the Borrowers pursuant to a written Notice of Continuation/Conversion, in the form of Exhibit 2.1(d), in compliance with the terms set forth below, (ii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted on the last day of the Interest Period applicable thereto, (iii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or Event of Default and (iv) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall result in a conversion of such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than 11:00 a.m. (A) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent (which shall promptly notify each of the Lenders) which shall set forth (x) whether the Borrowers wish to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Loan to a Eurodollar Loan, the Interest Period applicable thereto.

(e) Minimum Amounts/Restrictions on Loans. Each request for a conversion or continuation of a Term Loan shall be subject to the requirements that (i) each Eurodollar Loan shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess

thereof, (ii) each Base Rate Loan shall be in a minimum amount of $500,000 and
(iii) no more than four Eurodollar Loans shall be outstanding at any one time. For the purposes of this Section 2.1(e), all Eurodollar Loans with the same Interest Periods beginning on the same date shall be considered as one Eurodollar Loan, but Eurodollar Loans with different Interest Periods, even if they begin or end on the same date, shall be considered as separate Eurodollar Loans.

2.2. JOINT AND SEVERAL LIABILITY OF THE BORROWERS.

(a) Each of the Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them.

(b) Each of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all of the Obligations arising under this Credit Agreement and the other Credit Documents, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them.

(c) If and to the extent that either of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation.

(d) The obligations of each Borrower under the provisions of this
Section 2.2 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets.

(e) Except as otherwise expressly provided herein, to the extent permitted by law, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Credit Agreement), or of any demand for any payment under this Credit Agreement, notice of any action at any time taken or omitted by the Administrative Agent or the Lenders under or in respect of any of the obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Credit Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or the Lenders at any time or times in respect of any default by either Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Credit Agreement, any and all other indulgences whatsoever by the Administrative Agent or the Lenders in respect of any of the obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such obligations or the addition, substitution or release, in whole or in part, of either Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or any failure to act on the part of the

Administrative Agent or the Lenders, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this Section 2.2, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 2.2, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 2.2 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 2.2 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either Borrower or a Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of either Borrower or any of the Lenders.

(f) The provisions of this Section 2.2 are made for the benefit of the Lenders and their successors and assigns, and may be enforced by them from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of the Lenders first to marshal any of its claims or to exercise any of its rights against the other Borrower or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.2 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by the Lenders upon the insolvency, bankruptcy or reorganization of either of the Borrowers, or otherwise, the provisions of this Section 2.2 will forthwith be reinstated and in effect as though such payment had not been made.

(g) Notwithstanding any provision to the contrary contained herein or in any of the other Credit Documents, to the extent the obligations of either Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

2.3. APPOINTMENT OF BOP.

BRT hereby appoints BOP to act as its agent for all purposes under this Credit Agreement (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans) and agrees that (i) BOP may execute such documents on behalf of BRT as BOP deems appropriate in its sole discretion and BRT shall be obligated by all of the terms of any such document executed on its behalf, (ii) any notice or communication delivered by the Administrative Agent or the Lender to BOP shall be deemed delivered to BRT and
(iii) the Administrative Agent or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by BOP on behalf of BRT.

2.4. NON-RECOURSE.

Notwithstanding anything herein to the contrary, no recourse shall be had against Brandywine Realty Services Partnership or any past, present or future shareholder, officer, director or trustee of BRT for any obligation of the Credit Parties under the Credit Documents, or for any claim based thereon or otherwise in respect thereof; provided, however, that this Section 2.4 shall not restrict or limit any claim against any such Person arising out of or occurring with respect to fraud or any intentional misrepresentation or any act or omission that is willful or wanton or constitutes gross negligence or willful misconduct.

SECTION 3

GENERAL PROVISIONS APPLICABLE TO LOANS

3.1. INTEREST.

(a) Interest Rate. All Base Rate Loans shall accrue interest at the Adjusted Base Rate. All Eurodollar Loans shall accrue interest at the Adjusted Eurodollar Rate.

(b) Default Rate of Interest. Upon the occurrence, and during the continuance, of an Event of Default as set forth in Section 9.1(a), the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Credit Documents (including without limitation fees and expenses) shall bear interest, payable on demand, at a per annum rate equal to four percent (4%) plus the rate which would otherwise be applicable (or if no rate is applicable, then the rate for Base Rate Loans plus four percent (4%) per annum); provided that unless the Loans have been accelerated, interest, including the default rate of interest, shall only be due and payable on the Interest Payment Dates.

(c) Interest Payments. Interest on Loans shall be due and payable in arrears on each Interest Payment Date. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the succeeding Business Day, except that in the case of Eurodollar Loans where the succeeding Business Day falls in the succeeding calendar month, such Interest Payment Date shall be the preceding Business Day.

3.2. PLACE AND MANNER OF PAYMENTS.

All payments of principal, interest, fees, expenses and other amounts to be made by a Borrower under this Credit Agreement shall be made by such Borrower unconditionally and without deduction for any counterclaim, defense, recoupment or setoff and received not later than 2:00 p.m. on the date when due, in Dollars and in immediately available funds, to the Administrative Agent at its offices in New York City, New York. Payments received after such time shall be deemed to have been received on the next Business Day. The Borrowers shall, at the time they make any payment under this Credit Agreement, specify to the Administrative Agent, the Loans, fees or other amounts payable by the Borrowers hereunder to which such payment is to be applied (and in the event that they fail to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to Section 3.7, distribute such payment to the Lenders in such manner as the Administrative Agent may deem appropriate). The Administrative Agent will distribute any such payment to the Lenders on the day received if such

payment is received prior to 2:00 p.m.; otherwise the Administrative Agent will distribute such payment to the Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day.

3.3. PAYMENTS.

(a) Voluntary Prepayments. The Borrowers shall have the right to prepay Term Loans, in whole or in part from time to time without premium or penalty; provided, however, that (i) Eurodollar Loans may only be prepaid on three Business Days' prior written notice to the Administrative Agent and any prepayment of Eurodollar Loans will be subject to Section 3.13, (ii) (x) in the case of Eurodollar Loans, each such partial prepayment shall be in the minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, or (y) in the case of Base Rate Loans, each such partial prepayment shall be in the minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof.

(b) Mandatory Prepayments.

(i) In the event one or more Capital Markets Transactions consisting of the issuance of equity (including pursuant to any over-allotment of shares granted to the underwriters of any such equity offering) is consummated after the date hereof, 100% of the net proceeds therefrom shall be applied by the Borrowers to permanently reduce the Term Loans outstanding.

(ii) In the event one or more Capital Markets Transactions consisting of the issuance of publicly registered (144A or otherwise) debt securities or any secured or unsecured debt financings (other than pursuant to a refinancing of existing indebtedness of the Borrowers but including any proceeds in excess of such amount being refinanced) are consummated, 100% of the net proceeds therefrom shall be applied by the Borrowers to permanently reduce the Term Loans outstanding.

(iii) In the event one or more Capital Markets Transactions consisting of the issuance of privately placed, non-144A or 144A (with no registration rights) debt securities is consummated in excess of $113 million, 100% of the net proceeds in excess of such $113 million shall be applied by the Borrowers to permanently reduce the Term Loans outstanding.

(c) Application of Prepayments. All amounts required to be paid pursuant to Section 3.3(b) shall be applied first to Base Rate Loans and then to Eurodollar Loans. Amounts prepaid on account of Term Loans may not be reborrowed. All prepayments hereunder shall be subject to Section 3.13.

3.4. FEES.

(a) Administrative Fees. The Borrowers agree to pay to the Administrative Agent, for its own account, an annual fee as agreed to between the Borrowers and the Administrative Agent in the Fee Letter.

3.5. PAYMENT IN FULL AT MATURITY.

On the Maturity Date, the entire outstanding principal balance of all Term Loans, together with accrued but unpaid interest and all other sums owing with respect thereto, shall be due and payable in cash in full, unless accelerated sooner pursuant to Section 9.2.

3.6. COMPUTATIONS OF INTEREST AND FEES.

(a) Except for Base Rate Loans bearing interest based on the Prime Rate, which shall be calculated on the basis of a 365 or 366 day year as the case may be, all computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days. Interest shall accrue from and include the date of borrowing (or continuation or conversion) but exclude the date of payment.

(b) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum lawful amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Credit Parties or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

3.7. PRO RATA TREATMENT.

Except to the extent otherwise provided herein:

(a) Loans. Each Term Loan borrowing, each payment or prepayment of principal of any Term Loan, each payment of fees (other than administrative fees payable pursuant to Section 3.4), and each conversion or continuation of any Term Loan, shall (except as otherwise provided in Section 3.10) be allocated pro rata among the Lenders in accordance with the respective Term Loan Commitment Percentages of the Lenders (or, if the Commitments of the Lenders have expired or been terminated, in accordance with the respective principal amounts of the outstanding Loans of the Lenders); provided that, if any Lender shall have failed to pay its applicable pro rata share of any Term Loan, then any amount to which such Lender would otherwise be entitled pursuant to this Section 3.7 shall instead be payable to the Administrative Agent until the share of such Loan not funded by such Lender has been repaid; provided further, that in the event any amount paid to any Lender pursuant to this Section 3.7 is rescinded or must otherwise be returned by the Administrative Agent, each Lender shall, upon the request of the Administrative Agent, repay to the Administrative Agent the amount so paid to such Lender, with interest for the period commencing on the date such payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the Federal Funds Rate, and thereafter, at the Base Rate plus two percent (2%) per annum.

(b) Sharing of Payments. The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Loan or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker's lien or counterclaim, or pursuant to a secured claim under
Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (other than in connection with an assignment pursuant to Section 3.14 or Section 11.3), in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker's lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Credit Parties agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments

shall be made together with interest thereon for each date from the date such amount is due until the date such amount is paid to the Administrative Agent or such other Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this
Section 3.7 to share in the benefits of any recovery on such secured claim.

3.8. CAPITAL ADEQUACY.

If, after the date hereof, any Lender has determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from such Lender to the Borrowers and the Administrative Agent, the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender (or parent corporation) on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction. Each determination by any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

3.9. INABILITY TO DETERMINE INTEREST RATE.

If prior to the first day of any Interest Period, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Adjusted Eurodollar Rate or the Eurodollar Rate for such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers and the Lenders when such conditions no longer exist. If such notice is given (a) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans and (b) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to Eurodollar Loans.

3.10. ILLEGALITY.

Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof occurring after the Closing Date shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Credit Agreement, (a) such Lender shall promptly give written notice of such circumstances to the Borrowers and the Administrative Agent (which notice shall be promptly withdrawn whenever such circumstances no longer exist), (b) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert a Base Rate Loan to Eurodollar Loans shall forthwith be cancelled and, until such time as it shall no longer be unlawful for such Lender to make or maintain Eurodollar Loans, such Lender shall then have a commitment only to make a Base Rate Loan when a Eurodollar Loan is requested and (c) such Lender's Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrowers shall pay to such Lender such amounts, if any, as may be required pursuant to Section 3.13; provided that no such payments shall be required if the conversion of a Eurodollar Loan occurs within 30 days of the last day of the Interest Period of such Eurodollar Loan.

3.11. REQUIREMENTS OF LAW.

If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the Closing Date (or, if later, the date on which such Lender becomes a Lender):

(a) shall subject such Lender to any tax of any kind whatsoever with respect to any Eurodollar Loans made by it, or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 3.12 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations (if any) under Section 3.12(b)) and changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its applicable lending office, branch, or any Affiliate thereof);

(b) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate hereunder; or

(c) shall impose on such Lender any other condition (excluding any tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrowers from such Lender, through the Administrative Agent, in accordance herewith, the Borrowers shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable, provided that, in any such case, the Borrowers may elect to convert the Eurodollar Loans made by such Lender hereunder to Base Rate Loans by giving the Administrative Agent at least one Business Day's notice of such election, in which case the Borrowers shall promptly pay to such Lender, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 3.13. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.11, it shall provide prompt notice thereof to the Borrowers, through the Administrative Agent, certifying (x) that one of the events described in this
Section 3.11 has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to this Section 3.11 submitted by such Lender, through the Administrative Agent, to the Borrowers shall be conclusive and binding on the parties hereto in the absence of manifest error. This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

3.12. TAXES.

(a) Except as provided below in this Section 3.12, all payments made by the Borrowers under this Credit Agreement and any Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any court, or governmental body, agency or other official, excluding taxes measured by or imposed upon the overall net income of any Lender or its applicable lending office, or any branch or Affiliate thereof, and all franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or net worth of any Lender or its applicable lending office, or any branch or Affiliate thereof, in each case imposed in lieu of net income taxes: (i) by the jurisdiction under the laws of which such Lender, applicable lending office, branch or Affiliate is organized or is located, or in which its principal executive office is located, or any nation within which such jurisdiction is located or any political subdivision thereof; or (ii) by reason of any connection between the jurisdiction imposing such tax and such Lender, applicable lending office, branch or Affiliate other than a connection arising solely from such Lender having executed, delivered or performed its obligations, or received payment under or enforced, this Credit Agreement or any Notes. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder or under any Notes, (a) the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest on any such other amounts payable hereunder at the rates or in the amounts specified in this Credit Agreement and any Notes, provided, however, that the Borrowers shall be entitled to deduct and withhold any Non-Excluded Taxes and shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof if such Lender fails to comply with the requirements of paragraph (b) of

this Section 3.12 whenever any Non-Excluded Taxes are payable by the Borrowers, and (b) as promptly as possible after request therefor the Borrowers shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrowers showing payment thereof. If the Borrowers fail to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fail to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrowers shall indemnify the Administrative Agent and any Lender for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this subsection shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

(b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof shall:

(i) (A) on or before the date of any payment by the Borrowers under this Credit Agreement or Notes to such Lender, deliver to the Borrowers and the Administrative Agent (x) two duly completed copies of United States Internal Revenue Service Form W8-BEN or W8-ECI, or successor applicable form, as the case may be, certifying that it is entitled to receive payments under this Credit Agreement and any Notes without deduction or withholding of any United States federal income taxes and (y) an Internal Revenue Service Form W-8 or W-9, or successor applicable form, as the case may be, certifying that it is entitled to an exemption from United States backup withholding tax;

(B) deliver to the Borrowers and the Administrative Agent two further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrowers; and

(C) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Borrowers or the Administrative Agent; or

(ii) in the case of any such Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, such Lender shall (a) represent to the Borrowers (for the benefit of the Borrowers and the Administrative Agent) that it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (b) furnish to the Borrowers, on or before the date of any payment by the Borrowers, with a copy to the Administrative Agent, two accurate and complete original signed copies of Internal Revenue Service Form W-8, or successor applicable form certifying to such Lender's legal entitlement at the date of such certificate to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the Internal Revenue Code with respect to payments to be made under this Credit Agreement and any Notes (and to deliver to the Borrowers and the Administrative Agent two further copies of such form on or before the date it expires or becomes obsolete and after

the occurrence of any event requiring a change in the most recently provided form and, if necessary, obtain any extensions of time reasonably requested by the Borrowers or the Administrative Agent for filing and completing such forms), and (c) agree, to the extent legally entitled to do so, upon reasonable request by the Borrowers, to provide to the Borrowers (for the benefit of the Borrowers and the Administrative Agent) such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from withholding with respect to payments under this Credit Agreement and any Notes.

Notwithstanding the above, if any change in treaty, law or regulation has occurred after the date such Person becomes a Lender hereunder which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrowers and the Administrative Agent then such Lender shall be exempt from such requirements. Each Person that shall become a Lender or a participant of a Lender pursuant to Section 11.3 shall, upon the effectiveness of the related transfer, and if applicable, be required to provide all of the forms, certifications and statements required pursuant to this subsection (b); provided that in the case of a participant of a Lender, the obligations of such participant of a Lender pursuant to this subsection (b) shall be determined as if such participant of a Lender were a Lender except that such participant of a Lender shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased.

3.13. COMPENSATION.

The Borrowers promise to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of (a) default by the Borrowers in making a borrowing of, conversion into or continuation of Eurodollar Loans, after the Borrowers have given a notice requesting the same in accordance with the provisions of this Credit Agreement, (b) default by the Borrowers in making any prepayment of a Eurodollar Loan after the Borrowers have given a notice thereof in accordance with the provisions of this Credit Agreement and (c) any continuation, conversion, payment or prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnification shall be calculated by the Administrative Agent and shall include, without limitation, an amount equal to (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Loans provided for herein minus (ii) the amount of interest which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. The agreements in this Section 3.13 shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, any prepayment of a Eurodollar Loan made hereunder (as a result of a mandatory requirement of this Credit Agreement) within thirty (30) days of the end of the Interest Period with respect to such Eurodollar Loan, shall not be subject to this Section 3.13.

3.14. MITIGATION; MANDATORY ASSIGNMENT.

Each Lender shall use reasonable efforts to avoid or mitigate any increased cost or suspension of the availability of an interest rate under Sections 3.8 through 3.13 inclusive to the greatest extent practicable (including transferring the Loans to another lending office or one of its Affiliates) unless, in the opinion of such Lender, such efforts would be likely to have an adverse effect upon it. In the event a Lender makes a request to the Borrowers for additional payments in accordance with Section 3.8, 3.9, 3.10, 3.11, 3.12 or 3.13 or a Lender becomes a Defaulting Lender, then, provided that no Default or Event of Default has occurred and is continuing at such time, the Borrowers may, at their own expense (such expense to include any transfer fee payable to the Administrative Agent under Section 11.3(b) and any expense pursuant to Section 3.13), and in their sole discretion, require such Lender to transfer and assign in whole (but not in part), without recourse (in accordance with and subject to the terms and conditions of Section 11.3(b)), all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee which shall assume such assigned obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (a) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (b) the Borrowers or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Loans hereunder held by such assigning Lender and all other amounts owed to such assigning Lender hereunder, including amounts owed pursuant to Sections 3.8 through 3.13. Notwithstanding such assignment, and without limiting any other provision of this Credit Agreement, such assigning Lender shall continue to benefit from the provisions of Sections 3.8, 3.11, 3.12 and 11.5 with respect to the period before the effectiveness of such assignment.

SECTION 4

GUARANTY

4.1. GUARANTY OF PAYMENT.

Subject to Section 4.7, each of the Guarantors hereby, jointly and severally, absolutely, irrevocably and unconditionally guarantees to each Lender the prompt payment of the Obligations in cash in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise). This Guaranty is a guaranty of payment and not of collection and is a continuing guaranty and shall apply to all Obligations whenever arising.

4.2. OBLIGATIONS UNCONDITIONAL.

The obligations of the Guarantors hereunder are absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor agrees that this Guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other of the Credit Documents or any collateral, if any, hereafter

securing the Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrowers or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other Guarantor of the Obligations for amounts paid under this Guaranty until such time as the Lenders have been paid in full, all Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes or any of the other Credit Documents or foreclosing any security interest in or Lien on any collateral, if any, securing the Obligations or from exercising any other rights available to any of them under this Credit Agreement, the Notes, any of the other Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent, irrevocable and unconditional under any and all circumstances. Neither any Guarantor's obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrowers or by reason of the bankruptcy or insolvency of the Borrowers. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this Guaranty or acceptance of this Guaranty. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantors further agree to all rights of set-off as set forth in
Section 11.2.

4.3. MODIFICATIONS.

Each Guarantor agrees that (a) all or any part of the security now or hereafter held for the Obligations, if any, may be exchanged, compromised or surrendered from time to time; (b) the Lenders shall not have any obligation to protect, perfect, secure or insure any such security interests, liens or encumbrances now or hereafter held, if any, for the Obligations or the properties subject thereto; (c) the time or place of payment of the Obligations may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; (d) the Borrowers and any other party liable for payment under the Credit Documents may be granted indulgences generally; (e) any of the provisions of the Notes or any of the other Credit Documents may be modified, amended or waived; (f) any party (including any co-guarantor) liable for the payment thereof may be granted indulgences or be released; and (g) any deposit balance for the credit of the Borrowers or any other party liable for the payment of the Obligations or liable upon any security therefor may be released, in whole or in part, at, before or after the stated, extended or accelerated maturity of the Obligations, all without notice to or further assent by such Guarantor, which shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release.

4.4. WAIVER OF RIGHTS.

Each Guarantor expressly waives to the fullest extent permitted by applicable law: (a) notice of acceptance of this Guaranty by the Lenders and of all extensions of credit to the Borrowers by the Lenders; (b) presentment and demand for payment or performance of any of the Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Obligations or with respect to any security therefor; (d) notice of the Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest, lien or encumbrance, if any, hereafter securing the Obligations, or the Lenders' subordinating, compromising, discharging or releasing such security interests, liens or encumbrances, if any; (e) all other notices to which such Guarantor might otherwise be entitled; and (f) the benefit of any laws that exonerate or limit the liability of guarantors or sureties, and any defenses provided by these laws.

4.5. REINSTATEMENT.

The obligations of the Guarantors under this Guaranty shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) incurred by the Administrative Agent or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

4.6. REMEDIES.

The Guarantors agree that, as between the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, the Obligations may be declared to be forthwith due and payable as provided in Section 9 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 9) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or such Obligations being deemed to have become automatically due and payable), such Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors.

4.7. LIMITATION OF GUARANTY.

It is the intention and agreement of the Guarantors, the Administrative Agent and the Lenders that the obligations of each Guarantor hereunder shall be valid and enforceable against each Guarantor to the maximum extent permitted by applicable law. Notwithstanding any provision to the contrary contained herein or in any of the other Credit Documents, to the extent the obligations of any Guarantor shall be adjudicated or declared to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

4.8. RIGHTS OF CONTRIBUTION.

The Credit Parties agree among themselves that, in connection with payments made hereunder, each Credit Party shall have contribution rights against the other Credit Parties as permitted under applicable law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of the Credit Parties under the Credit Documents and no Credit Party shall exercise such rights of contribution until all the Obligations have been paid in full and the Commitments terminated.

SECTION 5

CONDITIONS PRECEDENT

5.1. CLOSING CONDITIONS.

The obligation of the Lenders to enter into this Credit Agreement and make the Term Loans is subject to satisfaction of the following conditions:

(a) Executed Credit Documents. Receipt by the Administrative Agent of duly executed copies of: (i) this Credit Agreement; (ii) the Notes; and (iii) all other Credit Documents required to be delivered on or before the Effective Date, each in form and substance reasonably acceptable to the Administrative Agent in its sole discretion.

(b) Partnership Documents. With respect to each Credit Party that is a partnership, receipt by the Administrative Agent of the following:

(i) Partnership Agreements. Certified copies of the partnership agreement of such Credit Party, together with all amendments thereto.

(ii) Certificates of Good Standing or Existence. A certificate of good standing or existence for such Credit Party issued as of a recent date by its state of organization and each other state where the failure to qualify or be in good standing could have a Material Adverse Effect.

(c) Corporate Documents. With respect to each Credit Party that is a corporation, receipt by the Administrative Agent of the following:

(i) Charter Documents. Copies of the articles or certificates of incorporation or other charter documents of such Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.

(ii) Bylaws. A copy of the bylaws of such Credit Party certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.

(iii) Good Standing. Copies of certificates of good standing, existence or their equivalent with respect to such Credit Party certified as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of incorporation and each other jurisdiction in which the failure to so qualify and be in good standing could have a Material Adverse Effect.

(d) Limited Liability Company Documents. With respect to each Credit Party that is a limited liability company, receipt by the Administrative Agent of the following:

(i) Certificate of Formation. A copy of the certificate of formation of such Credit Party certified to be true and complete by the appropriate Governmental Authority of the state or jurisdiction of its formation and certified by the sole or managing member of such Credit Party to be true and correct as of the Closing Date.

(ii) Operating Agreement. A copy of the Operating Agreement of such Credit Party certified by the sole or managing member of such Credit Party to be true and correct as of the Closing Date.

(iii) Good Standing. Copies of certificates of good standing, existence or their equivalent with respect to such Credit Party certified as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of formation and each other jurisdiction in which the failure to so qualify and be in good standing could have a Material Adverse Effect.

(e) Trust Documents. With respect to BRT, receipt by the Administrative Agent of the following:

(i) Declaration of Trust. A copy of the Declaration of Trust of BRT certified to be true and complete by the appropriate Governmental Authority of the state or jurisdiction of its formation and certified by the secretary of BRT to be true and correct as of the Closing Date.

(ii) Bylaws. A copy of the Bylaws of BRT certified by the trustee of BRT to be true and complete as of the Closing Date.

(iii) Resolutions. Copies of the resolutions of the Board of Trustees of BRT approving and adopting the Credit Documents to which it and each Credit Party is a party, the transactions contemplated therein and authorizing execution and delivery thereof by and on behalf of itself and each Credit Party.

(iv) Good Standing. Copies of certificates of good standing, existence or their equivalent with respect to BRT certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of formation and each other jurisdiction in which the failure to so qualify and be in good standing could have a Material Adverse Effect.

(v) Incumbency. An incumbency certificate with respect to each of the Credit Parties, certified by a secretary or assistant secretary of BRT to be true and correct as of the Closing Date.

(f) Financial Statements. Receipt and approval by the Lenders of: (i) the consolidated financial statements of the Credit Parties and their Subsidiaries for the fiscal year ended December 31, 2003, including balance sheets and income and cash flow statements, audited by nationally recognized independent public accountants and containing an unqualified opinion of such firm that such statements present fairly, in all material respects, the consolidated financial condition and results of operations of such Person, and are prepared in conformity with GAAP, (ii) unaudited interim consolidated financial statements of the Credit Parties and their Subsidiaries for the six months ended June 30, 2004, including balance sheets and income and cash flow statements, accompanied by a certificate of the chief financial officer of BRT to the effect that such interim financial statements fairly present in all material respects the financial condition and results of operations of the Credit Parties and their Subsidiaries and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments and (iii) unaudited consolidated financial statements of the Credit Parties and their Subsidiaries for the fiscal year ended December 31, 2003 and for the six months ended June 30, 2004, prepared on a Pro Forma Basis giving effect to the Acquisition and related transactions as if each had occurred on and as of the first day of the relevant period.

(g) Fees and Expenses. Payment by the Borrowers of all fees and expenses owed by them to the Lenders and the Administrative Agent (including pursuant to Section 11.5 hereof), including, without limitation, payment to the Administrative Agent of the fees set forth herein and in the Fee Letter.

(h) Opinion of Counsel. Receipt by the Administrative Agent of opinions (which shall cover, among other things, authority, legality, validity, no conflict, binding effect and enforceability), satisfactory to the Administrative Agent, addressed to the Administrative Agent and the Lenders and dated as of the Effective Date, from legal counsel to the Credit Parties.

(i) Material Adverse Effect. There shall not have occurred a change since June 30, 2004 that has had or could reasonably be expected to have a Material Adverse Effect.

(j) Litigation. There shall not exist any pending or threatened action, suit, investigation or proceeding in any court or before any arbitrator or Governmental Authority against a Credit Party or any of its Subsidiaries that would have or would reasonably be expected to have a Material Adverse Effect.

(k) Officer's Certificate. The Administrative Agent shall have received a certificate of the Borrowers on behalf of the Credit Parties as of the Closing Date stating that (i) the Credit Parties and each of their Subsidiaries are in compliance with all existing material financial obligations, (ii) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority that purports to affect a Credit Party or any

transaction contemplated by the Credit Documents, if such action, suit, investigation or proceeding could have or could be reasonably expected to have a Material Adverse Effect, (iii) the financial statements and information delivered pursuant to Section 5.1(f) were prepared in good faith and (iv) immediately after giving effect to this Credit Agreement, the other Credit Documents and all the transactions contemplated herein and therein to occur on such date, (A) each of the Credit Parties is Solvent, (B) no Default or Event of Default exists, (C) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects, and (D) the Credit Parties and their Subsidiaries are in compliance as of June 30, 2004 with each of the financial covenants set forth in Section 7.2.

(l) Consents and Approvals. All governmental, shareholder, partner, member and third-party consents and approvals necessary or, in the opinion of the Administrative Agent, desirable in connection with the making of the Term Loans and the transactions contemplated under the Credit Documents shall have been duly obtained and shall be in full force and effect, and a copy of each such consent or approval shall have been delivered to the Administrative Agent.

(m) Existing Term Loan Credit Agreement. Immediately after giving effect to the making of the requested Term Loans, all loans and obligations under the Existing Term Loan Credit Agreement shall have been satisfied and discharged and the commitments thereunder shall have been terminated, and the Administrative Agent shall have received satisfactory evidence thereof.

(n) Existing Revolving Credit Agreement. Borrowers shall have obtained and there shall be in full force and effect the First Amendment to the Existing Revolving Credit Agreement, the effect of which shall permit the consummation of the Acquisition and all related transactions contemplated under the Contribution Agreement and the Credit Documents, and the Administrative Agent shall have received satisfactory evidence thereof.

(o) Delivery of Notice. The Borrowers shall have delivered a Notice of Borrowing, duly executed and completed, by the time specified in Section 2.1(a).

(p) No Default. No Default or Event of Default shall exist or be continuing either prior to or after giving effect thereto and to the application of the proceeds therefrom.

(q) Restrictions on Loans. After giving effect to the making of the requested Term Loans, the Borrowers shall be in compliance with the terms of
Section 2.1(e).

(r) Acquisition. The Acquisition shall have been consummated in accordance with applicable requirements of law and upon receipt of all necessary or, in the discretion of the Administrative Agent, advisable governmental and third party approvals, and no material provision of the Contribution Agreement shall have been amended, waived or otherwise modified without the prior written consent of each of the Administrative Agent and the Required Lenders.

(s) Capital Structure. As of the Effective Date and after giving effect to the Acquisition and related transactions, (x) the capital and ownership structure of the Combined Parties shall be in the form set forth on Exhibit 6.16, (y) all of the existing indebtedness of the Target and its Subsidiaries shall have been repaid, other than the Existing Debt and (z) the consummation of the Acquisition shall not have resulted in a default, event of default, prepayment or acceleration of all or any portion of the Existing Debt.

(t) Other. Receipt by the Lenders of such other documents, instruments, agreements or information as reasonably and timely requested by any Lender, including, but not limited to, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership and contingent liabilities of the Credit Parties and their Subsidiaries.

SECTION 6

REPRESENTATIONS AND WARRANTIES

The Credit Parties hereby represent to the Administrative Agent and each Lender that:

6.1. FINANCIAL CONDITION.

The financial statements delivered to the Lenders pursuant to Section 5.1(f) and Section 7.1(a) and (b): (a) have been prepared in accordance with GAAP (subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end audit adjustments) and (b) present fairly the consolidated financial condition, results of operations and cash flows of the Credit Parties and their Subsidiaries as of such date and for such periods. Since December 31, 2003, there has been no sale, transfer or other disposition by any Credit Party or any of its Subsidiaries of any material part of the business or property of the Credit Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock or other equity interests of any other Person) material in relation to the consolidated financial condition of the Credit Parties and their Subsidiaries, taken as a whole, in each case, which, is not (i) reflected in the most recent financial statements delivered to the Lenders pursuant to Section 5.1(f) and Section 7.1 or in the notes thereto or
(ii) otherwise permitted by the terms of this Credit Agreement.

6.2. ABSENCE OF ANY UNDISCLOSED LIABILITIES.

There are no liabilities of the Borrower or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in any such liabilities, other than those liabilities provided for or disclosed in the most recently delivered financial statements, which would be reasonably expected to have a Material Adverse Effect.

6.3. NO MATERIAL CHANGE.

Since the later of June 30, 2004 or the date of the last Loan made under this Credit Agreement, there has been no development or event relating to or affecting a Combined Party which has had or would be reasonably expected to have a Material Adverse Effect.

6.4. ORGANIZATION AND GOOD STANDING.

Each Credit Party (a) is either a partnership, a corporation, a limited liability company or a REIT duly organized or formed, validly existing and in good standing under the laws of the state (or other jurisdiction) of its organization or formation, (b) is duly qualified and in good standing as a foreign partnership, a foreign corporation, a foreign limited liability company or a foreign REIT and authorized to do business in every other jurisdiction where the failure to be so qualified, in good standing or authorized would have or would reasonably be expected to have a Material Adverse Effect and (c) has the power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted.

6.5. DUE AUTHORIZATION.

Each Credit Party (a) has the power and authority to execute, deliver and perform this Credit Agreement and the other Credit Documents to which it is a party and to incur the obligations herein and therein provided for and to consummate the transactions contemplated herein and therein and (b) is duly authorized, and has been authorized by all necessary action, to execute, deliver and perform this Credit Agreement and the other Credit Documents to which it is a party and to consummate the transactions contemplated herein and therein.

6.6. NO CONFLICTS.

Neither the execution and delivery of the Credit Documents, nor the consummation of the transactions contemplated herein and therein, nor the performance of or compliance with the terms and provisions hereof and thereof by a Credit Party will (a) violate or conflict with any provision of its organizational or governing documents, (b) violate, contravene or materially conflict with any Requirement of Law or any other law, regulation (including, without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the violation of which would have or would be reasonably expected to have a Material Adverse Effect, or (d) result in or require the creation of any Lien upon or with respect to its properties.

6.7. CONSENTS.

Except for consents, approvals, authorizations and orders that have been obtained, and filings, registrations and qualifications that have been made, no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party in respect of any Credit Party is required in connection with the execution, delivery or performance of this Credit Agreement or any of the other Credit Documents by such Credit Party or the consummation of the transactions contemplated herein and therein.

6.8. ENFORCEABLE OBLIGATIONS.

This Credit Agreement and the other Credit Documents to which it is a party have been duly executed and delivered and constitute legal, valid and binding obligations of each Credit Party enforceable against such Credit Party in accordance with their respective terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors' rights generally or by general equitable principles.

6.9. NO DEFAULT.

No Combined Party is in default in any respect under any contract, lease, loan agreement, indenture, mortgage, security agreement or other agreement or obligation to which it is a party or by which any of its properties is bound which default would have or would be reasonably expected to have a Material Adverse Effect. No Default or Event of Default has occurred or exists except as previously disclosed in writing to the Lenders.

6.10. OWNERSHIP.

Each Credit Party and each of its Subsidiaries is the owner of, and has good and marketable title to, all of its respective assets and none of such assets is subject to any Lien other than Permitted Liens.

6.11. INDEBTEDNESS.

The Credit Parties and their Subsidiaries have no Indebtedness except as otherwise permitted by this Credit Agreement.

6.12. LITIGATION.

There are no actions, suits or legal, equitable, arbitration or administrative proceedings or investigations, pending or, to the knowledge of any Credit Party, threatened, against a Combined Party which would have or would be reasonably expected to have a Material Adverse Effect.

6.13. TAXES.

Each Credit Party, and each of its Subsidiaries, has filed, or caused to be filed, all tax returns (federal, state, local and foreign) required to be filed and has paid (a) all amounts of taxes shown thereon to be due (including interest and penalties) and (b) all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (i) which are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP. No Credit Party is aware of any material proposed tax assessments against it or any of its Subsidiaries.

6.14. COMPLIANCE WITH LAW.

Each Combined Party is in compliance with all Requirements of Law and all other laws, rules, regulations, orders and decrees (including without limitation Environmental Laws) applicable to it, or to its properties, unless such failure to comply would not have or would not be reasonably expected to have a Material Adverse Effect. No Requirement of Law would be reasonably expected to cause a Material Adverse Effect.

6.15. COMPLIANCE WITH ERISA.

Except as would not result in or be reasonably expected to result in a Material Adverse Effect:

(a) During the five-year period prior to the date on which this representation is made or deemed made: (i) no ERISA Event has occurred, and, to the best of each Credit Party's, each Subsidiary of a Credit Party's and each ERISA Affiliate's knowledge, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan.

(b) The actuarial present value of all "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed made (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan.

(c) No Credit Party, Subsidiary of a Credit Party or ERISA Affiliate has incurred, or, to the best of each such party's knowledge, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. No Credit Party, Subsidiary of a Credit Party or ERISA Affiliate would become subject to any withdrawal liability under ERISA if any such party were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Credit Party, Subsidiary of a Credit Party or ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best of each such party's knowledge, reasonably expected to be in reorganization, insolvent, or terminated.

(d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability.

(e) No Credit Party, Subsidiary of a Credit Party or ERISA Affiliate has material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

6.16. ORGANIZATION STRUCTURE/SUBSIDIARIES.

As of the Closing Date, (a) Schedule 6.16 is a complete and accurate organization chart of the Combined Parties, and (b) no Credit Party has any Subsidiaries or owns an interest, directly or indirectly, in any joint venture, except as set forth on Schedule 6.16. The outstanding equity interest of all Subsidiaries of the Credit Parties are validly issued, fully paid and non-assessable and are owned by the Credit Parties free and clear of all Liens. Schedule 6.16 shall be updated as of the end of each fiscal quarter as set forth in Section 7.1(c). Each owner of an Unencumbered Property is a Credit Party.

6.17. USE OF PROCEEDS; MARGIN STOCK.

The proceeds of the Loans will be used solely for the purposes specified in Section 7.10. None of the proceeds of the Loans will be used in a manner that would violate Regulation U, Regulation X, or Regulation T. No proceeds of the Loans will be used for the acquisition of another Person unless the board of directors (or other comparable governing body) or stockholders (or other equity owners), as appropriate, of such Person has approved such acquisition.

6.18. GOVERNMENT REGULATION.

No Credit Party, nor any of its Subsidiaries, is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Investment Company Act of 1940 or the Interstate Commerce Act, each as amended. No director, executive officer or principal shareholder of a Credit Party or any of its Subsidiaries is a director, executive officer or principal shareholder of any Lender. For the purposes hereof the terms "director," "executive officer" and "principal shareholder" (when used with reference to any Lender) have the respective meanings assigned thereto in Regulation O.

6.19. ENVIRONMENTAL MATTERS.

(a) Except as would not have or be reasonably expected to have a Material Adverse Effect:

(i) Each of the Properties and all operations at the Properties are in material compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Properties or the businesses operated by a Credit Party or any of its Subsidiaries (the "Businesses"), and there are no conditions relating to the Businesses or Properties that would be reasonably expected to give rise to liability under any applicable Environmental Laws.

(ii) No Credit Party, nor any of its Subsidiaries, has received any written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding Hazardous Materials or compliance with Environmental Laws with regard to any of the Properties or the Businesses, nor does any Credit Party or any of its Subsidiaries have knowledge that any such notice is being threatened.

(iii) Hazardous Materials have not been transported or disposed of from the Properties, or generated, treated, stored or disposed of at, on or under any of the Properties or any other location, in each case by, or on behalf or with the permission of, any Credit Party or any of its Subsidiaries in a manner that would reasonably be expected to give rise to liability under any applicable Environmental Law.

(iv) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of any Credit Party or any of its Subsidiaries, threatened, under any Environmental Law to which any Credit Party or any of its Subsidiaries is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Credit Party or any of its Subsidiaries, the Properties or the Businesses, in any amount reportable under the federal Comprehensive Environmental Response, Compensation and Liability Act or any analogous state law, except releases in compliance with all Environmental Laws.

(v) There has been no release or threat of release of Hazardous Materials at or from the Properties, or arising from or related to the operations (including, without limitation, disposal) of a Credit Party or any of its Subsidiaries in connection with the Properties or otherwise in connection with the Businesses except in compliance with Environmental Laws.

(vi) None of the Properties contains, or to the best knowledge of the Credit Parties and their Subsidiaries has previously contained, any Hazardous Materials at, on or under the Properties in amounts or concentrations that, if released, constitute or constituted a violation of, or could give rise to liability under, Environmental Laws.

(vii) No Credit Party, nor any of its Subsidiaries, has assumed any liability of any Person (other than a Borrower) under any Environmental Law.

(b) Each Credit Party, and each of its Subsidiaries, has adopted procedures that are designed to (i) ensure that each such party, any of its operations and each of the properties owned or leased by such party remains in compliance with applicable Environmental Laws and (ii) minimize any liabilities or potential liabilities that each such party, any of its operations and each of the properties owned or leased by each such party may have under applicable Environmental Laws.

6.20. SOLVENCY.

Each Credit Party, is and, after consummation of the transactions contemplated by this Credit Agreement, will be Solvent.

6.21. INVESTMENTS.

All Investments of the Credit Parties and their Subsidiaries are Permitted Investments.

6.22. LOCATION OF PROPERTIES.

As of the Closing Date, set forth on Schedule 6.22 is (a) a list of all Properties (with street address, county and state where located) and the owner of such Property and (b) a list of all Unencumbered Properties. Schedule 6.22 shall be updated as of the end of each fiscal quarter as set forth in Section 7.1(c).

6.23. DISCLOSURE.

Neither this Credit Agreement nor any financial statements delivered to the Lenders nor any other document, certificate or statement furnished to the Lenders by or on behalf of any Credit Party in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein not misleading in light of the circumstances in which made; provided, however, that the Credit Parties make no representation or warranty regarding the information delivered pursuant to Section 7.1(i).

6.24. LICENSES, ETC.

The Combined Parties have obtained, and hold in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, accreditations, easements, rights of way and other rights, consents and approvals which are necessary for the operation of their respective businesses as presently conducted, except where the failure to obtain the same would not have or would not reasonably be expected to have a Material Adverse Effect.

6.25. NO BURDENSOME RESTRICTIONS.

No Combined Party is a party to any agreement or instrument or subject to any other obligation or any charter or corporate restriction or any provision of any applicable law, rule or regulation which, individually or in the aggregate, would have or would be reasonably expected to have a Material Adverse Effect.

6.26. EXCLUDED MATERIAL SUBSIDIARIES.

With respect to the Excluded Material Subsidiaries:

(a) Brandywine Holdings I, Inc. holds a nominal interest in BOP to ensure that BOP will at all times have at least two partners, and has no other activity and owns no other assets.

(b) Each of The Association at Allendale, Inc. and Princeton Pike V, VI & VII Condominium Association, Inc. is a non-profit corporation that holds no assets and whose activities are limited to managing the common spaces of its respective condominium property.

(c) Each of the remaining Excluded Materials Subsidiaries (i) is an entity which is subject to provisions in its charter documents that require it to be a "bankruptcy remote" or "single purpose" entity and therefore prohibit it from, among other things, guaranteeing or becoming jointly and severally liable for the Indebtedness of others or (ii) otherwise is excluded for the reasons set forth on Schedule 6.26.

6.27. FOREIGN ASSETS CONTROL REGULATIONS, ETC.

None of the requesting or borrowing of the Loans or the use of the proceeds of any thereof will violate the Trading With the Enemy Act (50 U.S.C.
Section 1 et seq., as amended) (the "TRADING WITH THE ENEMY ACT") or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the "FOREIGN ASSETS CONTROL REGULATIONS") or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the "EXECUTIVE ORDER"). Furthermore, neither Borrower nor any of their Subsidiaries or other Affiliates (a) is or will become a "blocked person" as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such "blocked person".

SECTION 7

AFFIRMATIVE COVENANTS

Each Credit Party hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Obligations have been paid in full and the Commitments hereunder shall have terminated:

7.1. INFORMATION COVENANTS.

The Borrowers will furnish, or cause to be furnished, to the Administrative Agent and, except as otherwise set forth in this Section, each of the Lenders:

(a) Annual Financial Statements. As soon as available, and in any event within ninety (90) days after the close of each fiscal year of the Credit Parties, a consolidated balance sheet and income statement of the Credit Parties and their Subsidiaries as of the end of such fiscal year, together with related consolidated statements of operations and retained earnings and of cash flows for such fiscal year, setting forth in comparative form consolidated figures as of the end of and for the preceding fiscal year, all such financial information described above to be in reasonable form and detail and audited by independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP (except for changes with which such accountants concur) and shall not be limited as to the scope of the audit or qualified in any manner.

(b) Quarterly Financial Statements. As soon as available, and in any event within forty-five (45) days after the close of each fiscal quarter of the Credit Parties (other than the fourth fiscal quarter), a consolidated balance sheet and income statement of the Credit Parties and their Subsidiaries, as of the end of such fiscal quarter, together with related consolidated statements of operations and retained earnings and of cash flows for such fiscal quarter in each case setting forth in comparative form consolidated figures for (A) the corresponding quarter end and quarterly period of the preceding fiscal year and (B) management's proposed budget for such period, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of the chief financial officer of BOP to the effect that such quarterly financial statements fairly present in all material respects the financial condition and results of operations of the Credit Parties and their Subsidiaries and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments. The information required pursuant to this subsection
(b) shall be delivered in both electronic and printed form.

(c) Officer's Certificate. At the time of delivery of the financial statements provided for in Sections 7.1(a) and 7.1(b), a certificate of the chief financial officer or chief executive officer of BRT, substantially in the form of Exhibit 7.1(c), (i) demonstrating compliance with the financial covenants contained in Section 7.2 by calculation thereof as of the end of each such fiscal period, including such detail and supporting documentation as reasonably requested by the Administrative Agent (ii) stating that no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Borrowers propose to take with respect thereto, (iii) providing information regarding (A) Investments in a manner to demonstrate compliance with Section 8.6 and (B) dividends and redemption of shares in a manner to demonstrate compliance with
Section 8.7 and (iv) updating Schedule 6.16 and Schedule 6.22 as appropriate. Such certificate shall be delivered in both electronic and printed form.

(d) Accountant's Certificate. Within the period for delivery of the annual financial statements provided in Section 7.1(a), a certificate of the accountants conducting the annual audit stating that they have reviewed this Credit Agreement and stating further whether, in the course of their audit, they have become aware of any Default or Event of Default and, if any such Default or Event of Default exists, specifying the nature and extent thereof.

(e) Annual Information and Projections. Within thirty (30) days after the end of each fiscal year of the Credit Parties, all such financial information regarding the Credit Parties and their Subsidiaries and specifically regarding the Properties, as the Administrative Agent shall reasonably request, including, but not limited to, partnership, limited liability company and joint venture agreements, property cash flow projections, property budgets, actual and budgeted capital expenditures, operating statements (current year and immediately preceding year, if the Property existed as a Property in the immediately preceding year), mortgage information, rent rolls, lease expiration reports, leasing status reports, notes payable summary, bullet notes summary, equity funding requirements, contingent liability summary, lines of credit summary, lines of credit collateral summary, wrap notes and notes receivable summary, schedule of outstanding letters of credit, summary of cash and Cash Equivalents, projection of management and leasing fees and overhead budgets.

(f) Auditor's Reports. Promptly upon receipt thereof, a copy of any "management letter" submitted by independent accountants to any Credit Party or any of its Subsidiaries in connection with any annual, interim or special audit of the books of such Credit Party or any of its Subsidiaries.

(g) Reports. Promptly, (i) and in any case within five (5) days of receipt or transmission thereof, copies of any filings and registrations with, and reports to or from, the Securities and Exchange Commission, or any successor agency, and copies of all financial statements, proxy statements, notices and reports as any Credit Party or any of its Subsidiaries shall send to its shareholders, members or partners generally, (ii) and in any case within ten
(10) days of filing thereof, copies of all income tax returns filed by a Credit Party and (iii) upon the written request of the Administrative Agent, all reports and written information to and from the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safety matters, or any successor agencies or authorities concerning environmental, health or safety matters; provided, however, that if any such transmissions are done electronically, the Borrowers shall instead promptly notify the Administrative Agent of same and provide information on how to retrieve such information.

(h) Notices. Upon a Credit Party obtaining knowledge thereof, such Credit Party will give written notice to the Administrative Agent (which shall promptly forward such notice to the Lenders) immediately of (i) the occurrence of an event or condition consisting of a Default or Event of Default, specifying the nature and existence thereof and what action the Credit Parties propose to take with respect thereto, (ii) the occurrence of any of the following with respect to any Credit Party or any of its Subsidiaries: (A) the pendency or commencement of any litigation or arbitral or governmental proceeding against any Credit Party or any of its Subsidiaries which if adversely determined would have or would be reasonably expected to have a Material Adverse Effect, or (B) the institution of any proceedings against any Credit Party or any of its Subsidiaries with respect to, or the receipt of notice by such Person of potential liability or responsibility for, violation, or alleged violation, of any federal, state or local law, rule or regulation, including, but not limited to, Environmental Laws, the violation of which would have or would be reasonably expected to have a Material Adverse Effect, and (iii) the occurrence of any enforcement or notice to enforce a completion guaranty and within five Business Days thereafter provide evidence that the remaining costs to complete the applicable project are covered by a construction loan and/or surety bond.

(i) ERISA. Upon a Credit Party or any ERISA Affiliate obtaining knowledge thereof, the Credit Parties will give written notice to the Administrative Agent promptly (and in any event within five Business Days) of:
(i) any event or condition, including, but not limited to, any Reportable Event, that constitutes, or might reasonably lead to, an ERISA Event; (ii) with respect to any Multiemployer Plan, the receipt of notice as prescribed in ERISA or otherwise of any withdrawal liability assessed against a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate, or of a determination that any Multiemployer Plan is in reorganization or insolvent (both within the meaning of Title IV of ERISA); (iii) the failure to make full payment on or before the due date (including extensions) thereof of all amounts which a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate is required to contribute to each Plan pursuant to its terms as required to meet the minimum funding standard set forth in ERISA and the Code with respect thereto; or (iv) any change in the funding status of any Plan that could have a Material Adverse Effect; in each case together, with a description of any such event or condition or a copy of any

such notice and a statement by the chief financial officer of the Borrowers briefly setting forth the details regarding such event, condition, or notice, and the action, if any, which has been or is being taken or is proposed to be taken by such Credit Party, Subsidiary or ERISA Affiliate with respect thereto. Promptly upon request, the Credit Parties shall furnish the Administrative Agent and the Lenders with such additional information concerning any Plan as may be reasonably requested, including, but not limited to, copies of each annual report/return (Form 5500 series), as well as all schedules and attachments thereto required to filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA and the Code, respectively, for each "plan year" (within the meaning of Section 3(39) of ERISA).

(j) Environmental.

(i) Subsequent to a notice from any Governmental Authority that would reasonably cause concern or during the existence of an Event of Default, and upon the written request of the Administrative Agent, the Credit Parties will furnish or cause to be furnished to the Administrative Agent, at the Credit Parties' expense, an updated report of an environmental assessment of reasonable scope, form and depth, including, where appropriate, invasive soil or groundwater sampling, by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any Property and as to the compliance by the Credit Parties with Environmental Laws. If the Credit Parties fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the Administrative Agent may arrange for same, and the Credit Parties hereby grant to the Administrative Agent and its representatives access to the Properties and a license of a scope reasonably necessary to undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Administrative Agent pursuant to this provision will be payable by the Credit Parties on demand and added to the Obligations.

(ii) Each of the Credit Parties and their Subsidiaries will conduct and complete all investigations, studies, sampling, and testing and all remedial, removal, and other actions necessary to address all Hazardous Materials on, from, or affecting any Property to the extent necessary to be in compliance with all Environmental Laws and all other applicable federal, state, and local laws, regulations, rules and policies and with the orders and directives of all Governmental Authorities exercising jurisdiction over such Property to the extent any failure would have or would be reasonably expected to have a Material Adverse Effect.

(k) Other Information. With reasonable promptness upon any such request, such other information regarding the Properties or regarding the business, assets or financial condition of the Credit Parties and their Subsidiaries as the Administrative Agent or any Lender may reasonably request.

7.2. FINANCIAL COVENANTS.

(a) Interest Coverage Ratio. The Interest Coverage Ratio, as of the end of each fiscal quarter of the Combined Parties for the twelve month period ending on such date, shall be greater than or equal to 2.0 to 1.0.

(b) Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio, as of the end of each fiscal quarter of the Combined Parties for the twelve month period ending on such date, shall be greater than or equal to 1.5 to 1.0.

(c) Net Worth. At all times, Net Worth shall be greater than or equal to the sum of (i) $750,000,000 plus (ii) 85% of the Net Cash Proceeds from all Equity Issuances after the Closing Date (other than Equity Issuances referred to in the following subclause (iii)) plus (iii) 85% of the actual increase in Net Worth (if any) resulting from an Equity Issuance after the Closing Date made in connection with an Incentive Stock Plan.

(d) Leverage Ratio. The Leverage Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be less than or equal to (i) .60 to 1.0 from the period from and including the Closing Date until the earlier of (A) March 31, 2005 or (B) the cancellation or termination in full of the Commitments or the repayment in full of the outstanding Term Loans (such earlier date of (A) and (B) being referred to herein as the "STEP-BACK DATE"), and (iii) .55 to 1.0 on and after the Step-back Date.

(e) Unsecured Debt Limitation. At the end of each fiscal quarter of the Combined Parties, Unsecured Debt shall be less than or equal to the sum (such sum being referred to herein as the "ADJUSTED UNENCUMBERED VALUE") of (i) Unencumbered Property Value divided by (A) 1.55 for the period from and including the Closing Date until the Step-back Date and (B) 1.75 on and after the Step-back Date plus (ii) Unencumbered Construction-in-Process and Eligible Land Value divided by 2; provided that (x) no Property shall account for more than 20% of Adjusted Unencumbered Value and (y) Unencumbered Construction-in-Process and Eligible Land Value divided by 2 shall not account for more than 25% of Adjusted Unencumbered Value.

(f) Secured Debt Ratio. The Secured Debt Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be less than or equal to .40 to 1.0.

(g) Unencumbered Cash Flow Ratio. The Unencumbered Cash Flow Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be greater than or equal to (i) 1.50 to 1.0 for the period from and including the Closing Date until the Step-back Date and (ii) 1.65 to 1.0 on and after the Step-back Date.

(h) Credit Party Assets. At all times, at least 65% of Total Asset Value must be owned by the Credit Parties.

7.3. PRESERVATION OF EXISTENCE.

Each of the Credit Parties will do all things necessary to preserve and keep in full force and effect its existence, rights, franchises and authority except as permitted by Section 8.4. Without limiting the generality of the foregoing, BRT will do all things necessary to maintain its status as a REIT.

7.4. BOOKS AND RECORDS.

Each of the Credit Parties will, and will cause its Subsidiaries to, keep complete and accurate books and records of its transactions in accordance with good accounting practices on the basis of GAAP (including the establishment and maintenance of appropriate reserves).

7.5. COMPLIANCE WITH LAW.

Each of the Credit Parties will, and will cause its Subsidiaries to, comply in all material respects with all material laws, rules, regulations and orders, and all applicable material restrictions imposed by all Governmental Authorities, applicable to it and its property (including, without limitation, Environmental Laws and ERISA).

7.6. PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

Each of the Credit Parties will, and will cause its Subsidiaries to, pay, settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that a Credit Party or any of its Subsidiaries shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) would give rise to an immediate right to foreclose on a Lien on an Unencumbered Property securing such amounts (unless no Default or Event of Default would exist after giving effect to the disposition of such Unencumbered Property) or (ii) would have a Material Adverse Effect.

7.7. INSURANCE.

Each of the Credit Parties will, and will cause its Subsidiaries to, at all times maintain in full force and effect insurance (including worker's compensation insurance, liability insurance, casualty insurance and business interruption insurance) in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice.

7.8. MAINTENANCE OF ASSETS.

Each of the Credit Parties will, and will cause its Subsidiaries to, maintain and preserve its Properties and all other assets in good repair, working order and condition, normal wear and tear excepted, and will make, or cause to be made, in the Properties and other assets, from time to time, all repairs, renewals, replacements, extensions, additions, betterments and improvements thereto as may be needed or proper, to the extent and in the manner customary for companies in similar businesses.

7.9. PERFORMANCE OF OBLIGATIONS.

Each of the Credit Parties will, and will cause its Subsidiaries to, perform in all material respects all of its obligations under the terms of all material agreements, indentures, mortgages, security agreements or other debt instruments to which it is a party or by which it is bound.

7.10. USE OF PROCEEDS.

The Credit Parties will use the proceeds of the Term Loans solely to
(i) repay amounts outstanding under the Existing Term Loan Credit Agreement,
(ii) pay the contribution price pursuant to the Contribution Agreement in order to effect the Acquisition, (iii) refinance certain indebtedness of Target identified and in the amounts set forth on Schedule 7.10 hereto and (iv) pay related fees and expenses not exceeding the amount therefor set forth on Schedule 7.10 hereto.

7.11. AUDITS/INSPECTIONS.

Upon reasonable notice and during normal business hours, each Credit Party will, and will cause its Subsidiaries to, permit representatives appointed by the Administrative Agent, including, without limitation, independent accountants, agents, attorneys and appraisers to visit and inspect such Credit Party's or other Combined Party's property, including, without limitation, the Properties, its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent or its representatives to investigate and verify the accuracy of information provided to the Lenders, and to discuss all such matters with the officers, employees and representatives of the Credit Parties, their Subsidiaries and any other Combined Party.

7.12. ADDITIONAL CREDIT PARTIES.

At any time a Subsidiary of the Borrowers that is not a Credit Party becomes the owner (or ground lessor under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within thirty (30) days after such event): (a) execute a Joinder Agreement in substantially the form of Exhibit 7.12 and (b) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent.

7.13. INTEREST RATE PROTECTION AGREEMENTS.

The Borrowers shall maintain Interest Rate Hedges on a notional amount of the Funded Debt which, when added to the aggregate principal amount of the Funded Debt which bears interest at a fixed rate, equals or exceeds (i) prior to April 1, 2005, 40%, and (ii) from and after April 1, 2005, 60%, of the aggregate principal amount of all Funded Debt. "Interest Rate Hedges" shall mean interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar agreements having terms, conditions and tenors reasonably acceptable to the Administrative Agent and entered into by the Credit Parties in order to provide protection to, or minimize the impact upon, the Credit Parties of increasing floating rates of interest applicable to the Funded Debt.

7.14. CONSTRUCTION.

With respect to any construction and development engaged in by the Combined Parties, the Credit Parties shall or shall cause another Person to: (a) comply with all applicable regulations and codes and (b) complete all such construction and development in accordance with approved plans and specifications.

7.15. ACQUISITIONS AND SALES.

If a Credit Party or one of its Subsidiaries anticipates (a) making an Investment or an acquisition in excess of $75 million or (b) the sale, lease, transfer, encumbrance or disposition of a Property (or equity interest therein) for consideration in excess of $50 million, then five (5) Business Days prior to such Credit Party (or Subsidiary) taking such action, the Borrowers shall provide the Administrative Agent written notice of such action, together with a certification as to compliance with the terms of this Credit Agreement, including, without limitation, Section 7.2 (on a Pro Forma Basis), after giving effect to such action prepared and executed by the chief financial officer or chief executive officer of BRT.

SECTION 8

NEGATIVE COVENANTS

Each Credit Party hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Obligations have been paid in full and the Commitments hereunder shall have terminated:

8.1. INDEBTEDNESS.

No Credit Party will, nor will it permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, except:

(a) Indebtedness arising under this Credit Agreement and the other Credit Documents;

(b) Indebtedness owing from one Credit Party to another Credit Party;

(c) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business; and

(d) Other Indebtedness as long as, prior to and after giving effect thereto, the Credit Parties are otherwise in compliance with the terms of this Credit Agreement.

8.2. LIENS.

No Credit Party will, nor will it permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Lien with respect to any of its Properties or any other assets of any kind (whether real or personal, tangible or intangible), whether now owned or after acquired, except for Permitted Liens.

8.3. NATURE OF BUSINESS.

No Credit Party will, nor will it permit any of its Subsidiaries to, alter the character of its business from that conducted as of the Closing Date or engage in any business other than the business conducted as of the Closing Date.

8.4. CONSOLIDATION AND MERGER.

No Credit Party will enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 8.4, (a) any Credit Party may be merged or consolidated with or into another Credit Party; provided that (i) if the transaction is between a Borrower and another Credit Party such Borrower is the continuing or surviving entity; (ii) the Administrative Agent is given prior written notice of such action, and the Credit Parties execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request; and (iii) after giving effect thereto no Default or Event of Default exists; (b) upon prior written notification to the Administrative Agent, any Credit Party that is a Subsidiary of a Borrower may be dissolved or liquidated so long as (i) after giving effect thereto no Default or Event of Default exists, (ii) all assets of such Credit Party shall become assets of another Credit Party and (iii) the Credit Parties execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request; and (c) upon prior written notification to the Administrative Agent, as long as no Default or Event of Default exists, a Credit Party that has no assets and no revenues may be dissolved or liquidated.

8.5. SALE OR LEASE OF ASSETS.

(a) No Property may be conveyed, sold, leased, transferred or otherwise disposed of unless the Borrowers comply with Section 7.15 (if applicable) and after giving effect thereto no Default or Event of Default exists.

(b) No equity interest in any Guarantor may be conveyed, sold, transferred or otherwise disposed of unless the Borrowers comply with Section
7.15 (if applicable) and after giving effect thereto no Default or Event of Default exists. Upon the disposition of an equity interest in a Guarantor in conformance with the terms hereof, if after the disposition of such equity interest such Guarantor is no longer a Material Subsidiary or no longer qualifies as the owner of any Unencumbered Properties the Lenders agree to release such Guarantor from its obligations hereunder, and the Lenders hereby consent to the Administrative Agent executing and delivering such releases as necessary to give effect to such agreement.

8.6. ADVANCES, INVESTMENTS AND LOANS.

Neither the Credit Parties nor any of their Subsidiaries will make any Investments except for Permitted Investments.

8.7. RESTRICTED PAYMENTS.

BOP will not, directly or indirectly, declare or pay any dividends or make any other distribution upon any of its shares of beneficial interests or any shares of its capital stock of any class or with respect to any of its membership or partnership interests; provided that BOP may pay dividends or make distributions in an amount not to exceed, in the aggregate, the greater of (i) 90% of Funds From Operations earned subsequent to March 31, 2004 or (ii) the minimum amount necessary for BRT to maintain its status as a REIT.

8.8. TRANSACTIONS WITH AFFILIATES.

No Credit Party will, nor will it permit any of its Subsidiaries to, enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any officer, director, trustee, shareholder, Subsidiary or Affiliate other than on terms and conditions substantially as favorable as would be obtainable in a comparable arm's-length transaction with a Person other than an officer, director, trustee, shareholder, Subsidiary or Affiliate.

8.9. FISCAL YEAR; ORGANIZATIONAL DOCUMENTS.

No Credit Party will (a) change its fiscal year or (b) change its articles or certificate of incorporation, its bylaws, its declaration of trust, its limited liability company agreement, its articles or certificate of partnership or partnership agreement or any other organization or formation documents in any manner that would have an adverse effect of the rights of the Lenders under the Credit Documents; provided that (i) BRT may take such action, with prior written notice to the Administrative Agent, as is necessary to maintain its status as a REIT and (ii) the Credit Parties will provide prompt written notice to the Administrative Agent of any change to be made in compliance with the terms of this Section 8.9.

8.10. LIMITATIONS.

No Credit Party will, nor will it permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to pay any Indebtedness owed to the Credit Parties; provided that a Subsidiary of a Credit Party (which is not itself a Credit Party) that obtains financing may agree with the provider of such financing to restrict repayments of Indebtedness owing to Credit Parties.

8.11. OTHER NEGATIVE PLEDGES.

The Credit Parties will not enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation except as provided under the Credit Documents; provided that a Credit Party may agree with a joint venture partner not to pledge its equity interest in such joint venture.

SECTION 9

EVENTS OF DEFAULT

9.1. EVENTS OF DEFAULT.

An Event of Default shall exist upon the occurrence of any of the following specified events (each an "EVENT OF DEFAULT"):

(a) Payment. The Credit Parties shall default in the payment (i) when due of any principal amount of any Loans or (ii) within three days of when due of any interest on the Loans or any fees or other amounts owing hereunder, under any of the other Credit Documents or in connection herewith.

(b) Representations. Any representation, warranty or statement made or deemed to be made by any Credit Party herein, in any of the other Credit Documents, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue in any material respect on the date as of which it was made or deemed to have been made or delivered.

(c) Covenants. Any Credit Party shall:

(i) default in the due performance or observance of any term, covenant or agreement contained in Section 7.2, 7.3, 7.10, 7.11, 7.12, 7.14 or 8.1 through 8.11 inclusive; or

(ii) default in the due performance or observance by it of any term, covenant or agreement contained in Section 7.1 and such default shall continue unremedied for a period of five Business Days after the earlier of a Credit Party becoming aware of such default or notice thereof given by the Administrative Agent; or

(iii) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subsection (a), (b) or (c)(i) or (ii) of this Section 9.1) contained in this Credit Agreement and such default shall continue unremedied for a period of at least thirty (30) days after the earlier of a Credit Party becoming aware of such default or notice thereof given by the Administrative Agent.

(d) Other Credit Documents. (i) Any Credit Party shall default in the due performance or observance of any term, covenant or agreement in any of the other Credit Documents and such default shall continue unremedied for a period of at least thirty (30) days after the earlier of a Credit Party becoming aware of such default or notice thereof given by the Administrative Agent or (ii) any Credit Document (or any provision of any Credit Document, including Section 4 of this Credit Agreement) shall fail to be in full force and effect or any Credit Party shall so assert or any Credit Document shall fail to give the Administrative Agent and/or the Lenders the security interests, liens, rights, powers and privileges purported to be created thereby.

(e) Bankruptcy, etc. The occurrence of any of the following with respect to any Credit Party or any of its Subsidiaries: (i) a court or Governmental Authority having jurisdiction in the premises shall enter a decree or order for relief in respect of any Credit Party or any of its Subsidiaries in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any Credit Party or any of its Subsidiaries or for any substantial part of its property or ordering the winding up or liquidation of its affairs; or (ii) an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect is commenced against any Credit Party or any of its Subsidiaries and such petition remains unstayed and in effect for a period of sixty (60) consecutive days; or (iii) any Credit Party or any of its Subsidiaries shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or any substantial part of its property or make any general assignment for the benefit of creditors; or (iv) any Credit Party or any of its Subsidiaries shall be generally unable or shall admit in writing its inability to pay its debts generally as they become due or any action shall be taken by such Person in furtherance of any of the aforesaid purposes.

(f) Defaults under Other Agreements. With respect to any recourse Indebtedness (other than Indebtedness outstanding under this Credit Agreement) of any Credit Party or any of its Subsidiaries in an aggregate principal amount equal to or in excess of $25,000,000, (i) a Credit Party or one of its Subsidiaries shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such recourse Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any term, covenant or agreement relating to such recourse Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such recourse Indebtedness (or a trustee or agent on behalf of such holders) to cause
(determined without regard to whether any notice or lapse of time is required) any such recourse Indebtedness to become due prior to its stated maturity; or
(ii) any such recourse Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment prior to the stated maturity thereof; or (iii) any such Indebtedness shall mature and remain unpaid. With respect to any nonrecourse Indebtedness of any Credit Party or any of its Subsidiaries in an aggregate principal amount in excess of $75,000,000, a default in payment (whether by acceleration or otherwise) shall occur and such payment default is not cured or waived within ninety (90) days after the occurrence thereof.

(g) Judgments. One or more judgments, orders, or decrees shall be entered against any one or more of any Credit Party or any of its Subsidiaries involving a liability of $15,000,000 or more, in the aggregate (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage), and such judgments, orders or decrees (i) are the subject of any enforcement proceeding commenced by any creditor or (ii) shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (a) the last day on which such judgment, order or decree becomes final and unappealable or (b) twenty (20) days.

(h) ERISA Events. The occurrence of any of the following events or conditions, unless such event or occurrence would not have or be reasonably expected to have a Material Adverse Effect: (1) any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, shall exist with respect to any Plan, or any lien shall arise on the assets of a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate in favor of the PBGC or a Plan; (2) an ERISA Event shall occur with respect to a Single Employer Plan, which is, in the reasonable opinion of the Administrative Agent, likely to result in the termination of such Plan for purposes of Title IV of ERISA; (3) an ERISA Event shall occur with respect to a Multiemployer Plan or Multiple Employer Plan, which is, in the reasonable opinion of the Administrative Agent, likely to result in (i) the termination of such Plan for purposes of Title IV of ERISA, or (ii) a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate incurring any liability in connection with a withdrawal from, reorganization of (within the meaning of Section 4241 of ERISA), or insolvency (within the meaning of Section 4245 of ERISA) of such Plan; or (4) any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility shall occur which may subject a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability.

(i) REIT Status. BRT does not maintain its REIT status or is no longer deemed to be a REIT.

(j) Change of Control. The occurrence of a Change of Control.

(k) Existing Revolving Credit Agreement. An Event of Default (as defined in the Existing Revolving Credit Agreement) shall exist and be continuing.

9.2. ACCELERATION; REMEDIES.

Upon the occurrence of an Event of Default, and at any time thereafter unless and until such Event of Default has been waived in writing by the Required Lenders (or the Lenders as may be required hereunder), the Administrative Agent shall, upon the request and direction of the Required Lenders, by written notice to the Borrowers, take any of the following actions without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrowers, except as otherwise specifically provided for herein:

(a) Termination of Commitments. Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.

(b) Acceleration of Loans. Declare the unpaid principal of and any accrued interest in respect of all Loans, and any and all other indebtedness or obligations of any and every kind owing by a Credit Party to any of the Lenders hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Credit Parties.

(c) Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, including, without limitation, all rights and remedies against a Guarantor and all rights of set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section 9.1(e) shall occur, then the Commitments shall automatically terminate and all Loans, all accrued interest in respect thereof, all accrued and unpaid fees, and all other indebtedness or obligations owing to the Lenders hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties.

Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate "creditor" holding a separate "claim" within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute.

9.3. ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT.

Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents;

SECOND, to payment of any fees owed to the Administrative Agent;

THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents;

FOURTH, to the payment of all accrued fees and interest payable to the Lenders hereunder;

FIFTH, to the payment of the outstanding principal amount of the Loans, pro rata, as set forth below;

SIXTH, to all other Obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and

SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

SECTION 10

AGENCY PROVISIONS

10.1. APPOINTMENT.

Each Lender hereby designates and appoints Bear Stearns Corporate Lending Inc. as Administrative Agent of such Lender to act as specified herein and in the other Credit Documents, and each Lender hereby authorizes the Administrative Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated by the terms hereof and of the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere herein and in the other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Parties.

10.2. DELEGATION OF DUTIES.

The Administrative Agent may execute any of its duties hereunder or under the other Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

10.3. EXCULPATORY PROVISIONS.

No Agent-Related Person shall be (a) liable for any action lawfully taken or omitted to be taken by it under or in connection herewith or in connection with any of the other Credit Documents (except for such Person's own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by an Agent-Related Person under or in

connection herewith or in connection with the other Credit Documents, or the enforceability or sufficiency of this Credit Agreement or any of the other Credit Documents, or for any failure of the Credit Parties to perform their obligations hereunder or thereunder. No Agent-Related Person shall be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Credit Parties in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by an Agent-Related Person to the Lenders or by or on behalf of the Credit Parties to an Agent-Related Person or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Credit Parties. No Agent-Related Person is a trustee for the Lenders or owes any fiduciary duty to the Lenders.

10.4. RELIANCE ON COMMUNICATIONS.

The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Credit Parties, independent accountants and other experts selected by the Administrative Agent with reasonable care). The Administrative Agent may deem and treat each Lender as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 11.3(b). The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, to the extent provided in Section 11.6, all of the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than any liability or expense resulting from the gross negligence or willful misconduct of the Administrative Agent) which may be incurred by it by reason of taking or continuing to take any such action. The Agent-Related Persons shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 11.6, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

10.5. NOTICE OF DEFAULT.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or a Credit Party referring to the applicable Credit Document, describing such Default or Event of Default and stating that such notice is a "notice of default." In the event that the Administrative Agent receives such a notice, or otherwise becomes aware of a Default or Event of Default, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, to the extent provided in Section 11.6, all of the Lenders).

10.6. NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Credit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person or any other Lender. Each Lender represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent-Related Person shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Credit Parties which may come into the possession of any Agent-Related Person.

10.7. INDEMNIFICATION.

The Lenders agree to indemnify each Agent-Related Person (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective Commitments (or if the Commitments have expired or been terminated, in accordance with the respective principal amounts of outstanding Loans of the Lenders), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following payment in full of the Obligations) be imposed on, incurred by or asserted against such Agent-Related Person in any way relating to or arising out of this Credit Agreement or the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Agent-Related Person. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity (except against its gross negligence or willful misconduct) is furnished. The agreements in this Section 10.7 shall survive the payment of the Obligations and all other amounts payable hereunder and under the other Credit Documents.

10.8. ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

The Person serving as the Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Credit Parties as though the Person serving as the Administrative Agent were not the Administrative Agent hereunder. With respect to the Loans made, the Person serving as the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms "Lender" and "Lenders" shall include the Person serving as the Administrative Agent in its individual capacity.

10.9. SUCCESSOR AGENT.

The Administrative Agent (a) may, at any time, resign upon twenty (20) days written notice to the Lenders or (b) may be removed, with the consent of the Borrowers, for willful misconduct or gross negligence by written notice from the Required Lenders; provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent. In the case of the Administrative Agent's resignation or removal, if no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within forty-five (45) days after the notice of resignation or removal, then the retiring Administrative Agent shall select a successor Administrative Agent provided such successor is a Lender hereunder or an Eligible Assignee. If no such successor shall have been appointed by the Administrative Agent, and shall have accepted such appointment, within forty-five (45) days after such notice of resignation, such notice shall nevertheless become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor, if any, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations as the Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Credit Agreement.

JPMorgan Chase Bank, as syndication agent hereunder, may resign at any time without any requirement that a successor syndication agent be appointed in its stead.

SECTION 11

MISCELLANEOUS

11.1. NOTICES.

Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when delivered, (b) when transmitted via telecopy (or other facsimile device), (c) the Business Day following the day on which the same has been delivered prepaid or on an invoice arrangement to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers set forth on Schedule 11.1, or at such other address or numbers as such party may specify by written notice to the other parties hereto.

11.2. RIGHT OF SET-OFF.

In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in
Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Credit Party against obligations and liabilities of such Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.7(b) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

11.3. BENEFIT OF AGREEMENT.

(a) Generally. This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that none of the Credit Parties may assign and transfer any of its interests (except as permitted by Section 8.4 or 8.5) without the prior written consent of the Lenders (and any attempt at such assignment or transfer without such consent shall be null and void); and provided further that the rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in subsections
(b) and (c) of this Section 11.3. Notwithstanding the above (including anything set forth in subsections (b) and (c) of this Section 11.3), nothing herein shall restrict, prevent or prohibit the Administrative Agent or any of its Affiliates from granting any assignment or participation in any Loan under the terms of

Section 11.3 hereof; provided, that the consent of the Administrative Agent and the Borrowers shall not be required for the grant of such assignment or participation, or shall restrict, prevent or prohibit any Lender from (A) pledging or assigning a security interest in its rights hereunder or under its Notes, if any, to secure obligations of such Lender, including any pledge or assignment to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank; provided that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto, or (B) granting assignments or participations (x) in such Lender's funded Loans under the terms of Section 11.3 hereof; provided, that the consent of the Administrative Agent and the Borrowers shall not be required for the grant of such assignment or participation, (y) in such Lender's Loans and/or Commitments hereunder to its parent company and/or to any other Affiliate of such Lender or
(z) to any existing Lender or Affiliate thereof.

(b) Assignments. In addition to the assignments permitted by Section 11.3(a), each Lender may, with the prior written consent of the Borrowers and the Administrative Agent (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign all or a portion of its rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3(b) to one or more Eligible Assignees; provided that (i) any such assignment shall be in a minimum aggregate amount of $1,000,000 of the Commitments (or the remaining amount of Commitments held by such Lender) unless otherwise agreed by the Borrowers and Administrative Agent to reduce such minimum amount and (ii) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement. Upon the effectiveness of any such assignment, the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrowers agree that upon notice of any assignment to an assignee that was not theretofore a Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Commitment hereunder, it shall promptly return the Note or Note(s) executed by the Borrowers in its favor.

By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee;
(ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other

instrument or document furnished pursuant hereto or thereto; (iii) such assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

(c) Participations. In addition to the participations permitted by
Section 11.3(a), each Lender may, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell, transfer or grant participations in all or any part of such Lender's interests and obligations hereunder; provided that (i) such selling Lender shall remain a "Lender" for all purposes under this Credit Agreement (such selling Lender's obligations under the Credit Documents remaining unchanged) and the participant shall not constitute a Lender hereunder, (ii) no such participant shall have, or be granted, rights to approve any amendment or waiver relating to this Credit Agreement or the other Credit Documents except to the extent any such amendment or waiver would (A) reduce the principal of or rate of interest on or fees in respect of any Loans in which the participant is participating or increase any Commitments with respect thereto, or (b) postpone the date fixed for any payment of principal (including the extension of the final maturity of any Loan or the date of any mandatory prepayment), interest or fees in which the participant is participating, (iii) sub-participations by the participant (except to an Affiliate of the participant) shall be prohibited and (iv) any such participations shall be in a minimum aggregate amount of $1,000,000 of the Commitments and in integral multiples of $100,000 in excess thereof. In the case of any such participation, the participant shall not have any rights under this Credit Agreement or the other Credit Documents (the participant's rights against the selling Lender in respect of such participation to be those set forth in the participation agreement with such Lender creating such participation) and all amounts payable by the Credit Parties hereunder shall be determined as if such Lender had not sold such participation; provided, however, that such participant shall be entitled to receive additional amounts under Sections 3.8, 3.11, 3.12 and 3.13 to the same extent that the Lender from which such participant acquired its participation would be entitled to the benefit of such cost protection provisions.

(d) The Administrative Agent shall maintain at the Administrative Agent's office at the Agency Services Address a copy of each assignment agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "REGISTER"). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

11.4. NO WAIVER; REMEDIES CUMULATIVE.

No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Credit Parties and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand.

11.5. PAYMENT OF EXPENSES; INDEMNIFICATION.

The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Paul, Hastings, Janofsky & Walker LLP, counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Term Loans or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.

11.6. AMENDMENTS, WAIVERS AND CONSENTS.

Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:

(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal;

(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;

(c) reduce or waive the principal amount of any Loan;

(d) change the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Section 3.14 or 11.3(b) or any reduction of the Commitment by the Borrowers pursuant to Section 2.1(f);

(e) release either Borrower from its obligations, or all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor if an equity interest in a Guarantor is transferred in accordance with Section 8.5 or equity is issued in accordance with Section 11.20;

(f) amend, modify or waive any provision of this Section 11.6 or
Section 3.3(b), 3.4(a), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 5.1, 9.1(a), 11.2, 11.3, 11.5 or 11.10 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;

(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or

(h) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement.

Any amendment, change or waiver of any provision of this Credit Agreement or any other Credit Document at a time when a Default or Event of Default is in existence, and that would have the effect of eliminating such Default or Event of Default, shall not be deemed to be effective for the purpose of determining whether the conditions precedent set forth in Section 5.1 have been satisfied unless the Required Lenders shall have consented to such amendment, change or waiver.

If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender to such amendment, waiver or consent.

No provision of Section 10 may be amended or modified without the consent of the Administrative Agent.

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

11.7. COUNTERPARTS/TELECOPY.

This Credit Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts by telecopy shall be as effective as an original and shall constitute a representation that an original will be delivered.

11.8. HEADINGS.

The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement.

11.9. DEFAULTING LENDER.

Each Lender understands and agrees that if such Lender is a Defaulting Lender then notwithstanding the provisions of Section 11.6 it shall not be entitled to vote on any matter requiring the consent of the Required Lenders or to object to any matter requiring the consent of all the Lenders; provided, however, that all other benefits and obligations under the Credit Documents shall apply to such Defaulting Lender.

11.10. SURVIVAL OF INDEMNIFICATION AND REPRESENTATIONS AND WARRANTIES.

All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other Obligations and the termination of the Commitments hereunder.

11.11. GOVERNING LAW; JURISDICTION.

(a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Credit Agreement or any other Credit Document may be brought in the courts of the State of New York in New York County, or of the United States for the Southern District of New York and, by execution and delivery of this Credit Agreement, each Credit Party

hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. Each Credit Party further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Section 11.1, such service to become effective fifteen (15) days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against a Credit Party in any other jurisdiction. Each Credit Party agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that nothing in this Section 11.11(a) is intended to impair a Credit Party's right under applicable law to appeal or seek a stay of any judgment.

(b) Each Credit Party hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Credit Agreement or any other Credit Document in the courts referred to in subsection (a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

11.12. WAIVER OF JURY TRIAL.

EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

11.13. TIME.

All references to time herein shall be references to Eastern Standard Time or Eastern Daylight Time, as the case may be, unless specified otherwise.

11.14. SEVERABILITY.

If any provision of any of the Credit Documents is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

11.15. ENTIRETY.

This Credit Agreement together with the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein.

11.16. BINDING EFFECT.

(a) This Credit Agreement shall become effective at such time as all of the conditions set forth in Section 5.1 have been satisfied or waived by the Lenders and it shall have been executed by the Credit Parties and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Credit Parties, the Administrative Agent and each Lender and their respective successors and assigns.

(b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, interest, fees and other Obligations have been paid in full and all Commitments have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than the indemnification provisions that survive) under the Credit Documents; provided that should any payment, in whole or in part, of the Obligations be rescinded or otherwise required to be restored or returned by the Administrative Agent or any Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, then the Credit Documents shall automatically be reinstated and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative Agent or any Lender in connection therewith shall be deemed included as part of the Obligations.

11.17. CONFIDENTIALITY.

Each Lender agrees that it will use its reasonable best efforts to keep confidential and to cause any representative designated under Section 7.11 to keep confidential any non-public information from time to time supplied to it under any Credit Document; provided, however, that nothing herein shall prevent the disclosure of any such information to (a) the extent a Lender in good faith believes such disclosure is required by Requirement of Law, (b) counsel for a Lender or to its accountants and other advisors, (c) bank examiners, auditors or comparable Persons or any regulatory body having jurisdiction over a Lender, (d) any Affiliate of a Lender, (e) any other Lender, or any assignee, transferee or participant, or, subject to an agreement containing provisions substantially the same as those of this Section, (i) any potential assignee, transferee or participant, of all or any portion of any Lender's rights under this Credit Agreement who is notified of the confidential nature of the information or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (f) any other Person in connection with any litigation to which any one or more of the Lenders is a party or (g) any other Person to whom disclosure of such information a Lender believes is necessary or appropriate in its reasonable judgment in connection with the exercise of remedies or enforcement of rights hereunder; and provided further that no Lender shall have any obligation under this Section 11.17 to the extent any such information becomes available on a non-confidential basis from a source other than a Credit Party or that any information becomes publicly available other than by a breach of this Section 11.17.

11.18. FURTHER ASSURANCES.

The Credit Parties agree, upon the request of the Administrative Agent, to promptly take such actions as are necessary to carry out the intent of this Credit Agreement and the other Credit Documents.

11.19. RELEASE OF GUARANTORS.

If a Guarantor issues equity and as a result thereof such Guarantor is no longer a Material Subsidiary or no longer qualifies as the owner of Unencumbered Properties, then, as long as no Default or Event of Default exists after giving effect to the issuance of such equity and the disqualification as Unencumbered Properties of all properties owned by such Guarantor, the Lenders agree to release such Guarantor from its obligations hereunder.

11.20. USA PATRIOT ACT.

Each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "PATRIOT ACT"), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Patriot Act.

11.21. LIMITATION ON LIABILITY.

Each Credit Party waives any right to assert or make any claim against any Lender or the Administrative Agent for (or to sue any Lender or the Administrative Agent upon any claim for) any special, indirect, incidental, punitive or consequential damages in respect of any breach or wrongful conduct (whether the claim is based on contract, tort or duty imposed by law) in connection with, arising out of or in any way related to this Agreement, any other Credit Document or the transactions contemplated hereby or thereby, or any act, omission or event in connection therewith.

BORROWERS:                                    BRANDYWINE REALTY TRUST,
---------                                     a Maryland real estate investment trust

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

                                              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

GUARANTORS:                                   AAPOP 2, L.P., a Delaware limited partnership
----------
                                              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., a Pennsylvania limited partnership

                                              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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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., a Delaware limited partnership

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


BRANDYWINE I.S., L.P., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

         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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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, a Pennsylvania limited
partnership

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, a Pennsylvania limited partnership

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, a Pennsylvania 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


C/N OAKLANDS LIMITED PARTNERSHIP III, a Pennsylvania limited
partnership

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., a Pennsylvania limited partnership

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., a Pennsylvania 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


IRON RUN LIMITED PARTNERSHIP V, a Pennsylvania limited partnership

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, a Pennsylvania 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, a Pennsylvania 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


NEWTECH IV LIMITED PARTNERSHIP, a Pennsylvania 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, a Pennsylvania 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


WITMER OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership

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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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, a Virginia general partnership

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

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

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

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

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

IR NORTHLIGHT II ASSOCIATES, a Pennsylvania general partnership

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

PLYMOUTH TFC GENERAL PARTNERSHIP, a Pennsylvania 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

BRANDYWINE REALTY SERVICES CORPORATION, a Pennsylvania corporation

BTRS, INC., a Delaware corporation

SOUTHPOINT LAND HOLDINGS, INC., a Pennsylvania corporation

VALLEYBROOKE LAND HOLDINGS, INC., a Pennsylvania corporation

BRANDYWINE AMBASSADOR, L.L.C., 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 general partner


BRANDYWINE BROKERAGE SERVICES, LLC, a New Jersey limited liability
company

By:      Brandywine Realty Services Corporation, a Pennsylvania
         corporation, its sole member


BRANDYWINE CHARLOTTESVILLE LLC, a Virginia limited liability company

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

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

BRANDYWINE CHRISTINA LLC, a Delaware limited liability company

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

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


BRANDYWINE CIRA, 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 general partner


BRANDYWINE DABNEY, L.L.C., a Delaware limited liability company

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

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


BRANDYWINE DOMINION, L.L.C., 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 general partner


BRANDYWINE F.C., L.L.C., 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 general partner

BRANDYWINE I.S., L.L.C., 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 general partner


BRANDYWINE INTERSTATE 50, L.L.C., a Delaware limited liability company

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

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


BRANDYWINE-MAIN STREET, LLC, a Delaware limited liability company

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

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


BRANDYWINE METROPLEX 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 general partner

BRANDYWINE P.M., L.L.C., 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 general partner

BRANDYWINE PIAZZA, L.L.C., a New Jersey limited liability company

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

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


BRANDYWINE PLAZA 1000, L.L.C., a New Jersey limited liability company

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

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


BRANDYWINE PROMENADE, L.L.C., a New Jersey limited liability company

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

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


BRANDYWINE TB FLORIG, LLC, 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 general partner

BRANDYWINE TB INN, L.L.C., 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 general partner


BRANDYWINE TB I, L.L.C., 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 general partner


BRANDYWINE TB II, L.L.C., 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 general partner


BRANDYWINE TB V, L.L.C., 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 general partner

BRANDYWINE TB VI, L.L.C., 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 general partner


BRANDYWINE TB VIII, L.L.C., 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 general partner


BRANDYWINE TRENTON URBAN RENEWAL, L.L.C., a Delaware limited liability
company

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

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


BRANDYWINE WITMER, L.L.C., 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 general partner

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


E-TENANTS LLC, a Delaware limited liability company

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

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

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


BRANDYWINE GRANDE B, LLC, a Delaware limited liability company

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

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


BRANDYWINE GREENTREE V, 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 of
                          each of the above-named entities

LENDERS:                    BEAR STEARNS CORPORATE LENDING INC., as
-------                     Administrative Agent and individually as a Lender



                            By: /s/ Lawrence B. Alletto
                                ---------------------------
                            Name: Lawrence B. Alletto
                            Title: Vice President

                            JPMORGAN CHASE BANK, as Syndication Agent and
                            individually as Lender



                            By: /s/ Marc E. Costantino
                                ---------------------------
                            Name: Marc E. Costantino
                            Title: Vice President

TERM LOAN CREDIT AGREEMENT (2008)

among

BRANDYWINE REALTY TRUST
and
BRANDYWINE OPERATING PARTNERSHIP, L.P.,
as Borrowers

and

CERTAIN SUBSIDIARIES OF THE BORROWERS,
as Guarantors

and

THE LENDERS IDENTIFIED HEREIN

and

BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent

and

JPMORGAN CHASE BANK,
as Syndication Agent

Dated as of September 17, 2004

BEAR, STEARNS & CO. INC.

and

J.P. MORGAN SECURITIES INC.
as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

                                                                                                             PAGE
SECTION 1             DEFINITIONS AND ACCOUNTING TERMS...........................................................1

         1.1.     Definitions....................................................................................1

         1.2.     Computation of Time Periods and Other Definition Provisions...................................22

         1.3.     Accounting Terms..............................................................................22

         1.4.     Joint Venture Investments.....................................................................23

SECTION 2             CREDIT FACILITY...........................................................................23

         2.1.     Term Loans....................................................................................23

         2.2.     Joint and Several Liability of the Borrowers..................................................25

         2.3.     Appointment of BOP............................................................................27

         2.4.     Non-Recourse..................................................................................27

SECTION 3             GENERAL PROVISIONS APPLICABLE TO LOANS....................................................27

         3.1.     Interest......................................................................................27

         3.2.     Place and Manner of Payments..................................................................28

         3.3.     Payments......................................................................................28

         3.4.     Fees..........................................................................................29

         3.5.     Payment in Full at Maturity...................................................................29

         3.6.     Computations of Interest and Fees.............................................................29

         3.7.     Pro Rata Treatment............................................................................30

         3.8.     Capital Adequacy..............................................................................31

         3.9.     Inability To Determine Interest Rate..........................................................31

         3.10.    Illegality....................................................................................32

         3.11.    Requirements of Law...........................................................................32

         3.12.    Taxes.........................................................................................33

         3.13.    Compensation..................................................................................35

         3.14.    Mitigation; Mandatory Assignment..............................................................36

SECTION 4             GUARANTY..................................................................................36

         4.1.     Guaranty of Payment...........................................................................36

         4.2.     Obligations Unconditional.....................................................................36

         4.3.     Modifications.................................................................................37

         4.4.     Waiver of Rights..............................................................................38

TABLE OF CONTENTS
(continued)

                                                                                                             PAGE
         4.5.     Reinstatement.................................................................................38

         4.6.     Remedies......................................................................................38

         4.7.     Limitation of Guaranty........................................................................38

         4.8.     Rights of Contribution........................................................................39

SECTION 5             CONDITIONS PRECEDENT......................................................................39

         5.1.     Closing Conditions............................................................................39

SECTION 6             REPRESENTATIONS AND WARRANTIES............................................................43

         6.1.     Financial Condition...........................................................................43

         6.2.     Absence of any Undisclosed Liabilities........................................................43

         6.3.     No Material Change............................................................................44

         6.4.     Organization and Good Standing................................................................44

         6.5.     Due Authorization.............................................................................44

         6.6.     No Conflicts..................................................................................44

         6.7.     Consents......................................................................................44

         6.8.     Enforceable Obligations.......................................................................45

         6.9.     No Default....................................................................................45

         6.10.    Ownership.....................................................................................45

         6.11.    Indebtedness..................................................................................45

         6.12.    Litigation....................................................................................45

         6.13.    Taxes.........................................................................................45

         6.14.    Compliance with Law...........................................................................45

         6.15.    Compliance with ERISA.........................................................................46

         6.16.    Organization Structure/Subsidiaries...........................................................47

         6.17.    Use of Proceeds; Margin Stock.................................................................47

         6.18.    Government Regulation.........................................................................47

         6.19.    Environmental Matters.........................................................................47

         6.20.    Solvency......................................................................................48

         6.21.    Investments...................................................................................49

         6.22.    Location of Properties........................................................................49

         6.23.    Disclosure....................................................................................49

TABLE OF CONTENTS
(continued)

                                                                                                             PAGE
         6.24.    Licenses, etc.................................................................................49

         6.25.    No Burdensome Restrictions....................................................................49

         6.26.    Excluded Material Subsidiaries................................................................49

         6.27.    Foreign Assets Control Regulations, Etc.......................................................50

SECTION 7             AFFIRMATIVE COVENANTS.....................................................................50

         7.1.     Information Covenants.........................................................................50

         7.2.     Financial Covenants...........................................................................54

         7.3.     Preservation of Existence.....................................................................54

         7.4.     Books and Records.............................................................................55

         7.5.     Compliance with Law...........................................................................55

         7.6.     Payment of Taxes and Other Indebtedness.......................................................55

         7.7.     Insurance.....................................................................................55

         7.8.     Maintenance of Assets.........................................................................55

         7.9.     Performance of Obligations....................................................................56

         7.10.    Use of Proceeds...............................................................................56

         7.11.    Audits/Inspections............................................................................56

         7.12.    Additional Credit Parties.....................................................................56

         7.13.    Interest Rate Protection Agreements...........................................................56

         7.14.    Construction..................................................................................57

         7.15.    Acquisitions and Sales........................................................................57

SECTION 8             NEGATIVE COVENANTS........................................................................57

         8.1.     Indebtedness..................................................................................57

         8.2.     Liens.........................................................................................57

         8.3.     Nature of Business............................................................................58

         8.4.     Consolidation and Merger......................................................................58

         8.5.     Sale or Lease of Assets.......................................................................58

         8.6.     Advances, Investments and Loans...............................................................58

         8.7.     Restricted Payments...........................................................................59

         8.8.     Transactions with Affiliates..................................................................59

         8.9.     Fiscal Year; Organizational Documents.........................................................59

TABLE OF CONTENTS
(continued)

                                                                                                             PAGE
         8.10.    Limitations...................................................................................59

         8.11.    Other Negative Pledges........................................................................59

SECTION 9             EVENTS OF DEFAULT.........................................................................60

         9.1.     Events of Default.............................................................................60

         9.2.     Acceleration; Remedies........................................................................62

         9.3.     Allocation of Payments After Event of Default.................................................63

SECTION 10            AGENCY PROVISIONS.........................................................................64

         10.1.    Appointment...................................................................................64

         10.2.    Delegation of Duties..........................................................................64

         10.3.    Exculpatory Provisions........................................................................64

         10.4.    Reliance on Communications....................................................................65

         10.5.    Notice of Default.............................................................................65

         10.6.    Non-Reliance on Administrative Agent and Other Lenders........................................66

         10.7.    Indemnification...............................................................................66

         10.8.    Administrative Agent in Its Individual Capacity...............................................67

         10.9.    Successor Agent...............................................................................67

SECTION 11            MISCELLANEOUS.............................................................................68

         11.1.    Notices.......................................................................................68

         11.2.    Right of Set-Off..............................................................................68

         11.3.    Benefit of Agreement..........................................................................68

         11.4.    No Waiver; Remedies Cumulative................................................................71

         11.5.    Payment of Expenses; Indemnification..........................................................71

         11.6.    Amendments, Waivers and Consents..............................................................72

         11.7.    Counterparts/Telecopy.........................................................................73

         11.8.    Headings......................................................................................73

         11.9.    Defaulting Lender.............................................................................73

         11.10.   Survival of Indemnification and Representations and Warranties................................73

         11.11.   Governing Law; Jurisdiction...................................................................73

         11.12.   Waiver of Jury Trial..........................................................................74

         11.13.   Time..........................................................................................74

TABLE OF CONTENTS
(continued)

                                                                                                    PAGE
11.14.   Severability..................................................................................74

11.15.   Entirety......................................................................................74

11.16.   Binding Effect................................................................................75

11.17.   Confidentiality...............................................................................75

11.18.   Further Assurances............................................................................76

11.19.   Release of Guarantors.........................................................................76

11.20.   USA Patriot Act...............................................................................76

11.21.   Limitation on Liability.......................................................................76

Schedule EG                Eligible Ground Leases

Schedule TI                Target Indebtedness

Schedule I                 Term Loan Amounts

Schedule 1.1(a)            Term Loan Commitment Percentages

Schedule 6.16              Organization Structure/Subsidiaries

Schedule 6.22              Properties

Schedule 6.26              Excluded Material Subsidiaries

Schedule 8.2               Existing Liens

Schedule 8.6               Excluded Investments

Schedule 11.1              Notices

Exhibit 1.1                Form of Contributor Guaranty

Exhibit 2.1(a)             Form of Notice of Borrowing

Exhibit 2.1(c)             Form of Term Note

Exhibit 2.1(d)             Form of Notice of Continuation/Conversion

Exhibit 7.1(c)             Form of Officer's Certificate

Exhibit 7.12               Form of Joinder Agreement

Exhibit 11.3(b)            Form of Assignment Agreement

TERM LOAN CREDIT AGREEMENT (2008)

THIS TERM LOAN CREDIT AGREEMENT (2008) (as amended, supplemented or otherwise modified from time to time, this "CREDIT AGREEMENT") is entered into as of September 17, 2004, among BRANDYWINE REALTY TRUST ("BRT"), a Maryland real estate investment trust and BRANDYWINE OPERATING PARTNERSHIP, L.P. ("BOP"), a Delaware limited partnership (collectively, the "BORROWERS"), certain Subsidiaries of the Borrowers, as Guarantors, the Lenders (as defined herein), BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent for the Lenders and JPMORGAN CHASE BANK, as Syndication Agent for the Lenders.

RECITALS:

WHEREAS, the Borrowers desire that the Lenders provide a single draw term credit facility in an aggregate amount of up to $113.0 million;

WHEREAS, the Guarantors have agreed to unconditionally guarantee all the obligations of the Borrowers hereunder; and

WHEREAS, the Lenders party hereto have agreed to make the requested term loan credit facility available to the Borrowers on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1

DEFINITIONS AND ACCOUNTING TERMS

1.1. DEFINITIONS.

As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular:

"ACQUISITION" means the acquisition by BOP of a substantial portion of the assets and partnership interests of the Target pursuant to and in accordance with the Contribution Agreement.

"ADJUSTED BASE RATE" means the Base Rate plus the Applicable Percentage.

"ADJUSTED EURODOLLAR RATE" means the Eurodollar Rate plus the Applicable Percentage.

"ADJUSTED NOI" means NOI less (a) an annual sum of $.50 per square foot for all Properties and (b) all interest income of the Combined Parties for the applicable period.

"ADMINISTRATIVE AGENT" means Bear Stearns Corporate Lending Inc. or any successor administrative agent appointed pursuant to Section 10.9.

"AFFILIATE" means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation, partnership, limited liability company or real estate investment trust if such Person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation or real estate investment trust or to vote 10% or more of the partnership or membership interests of such partnership or limited liability company or (ii) to direct or cause direction of the management and policies of such corporation, trust, limited liability company or partnership, whether through the ownership of voting securities, as managing member or general partner, by contract or otherwise.

"AGENCY SERVICES ADDRESS" means 383 Madison Avenue, New York, New York 10179, Attn: Mr. Evan Kaufman, or such other address as may be identified by written notice from the Administrative Agent to the Borrowers.

"AGENT-RELATED PERSONS" means the Administrative Agent (including any successor administrative agent), together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

"ANNUALIZED MODIFIED ADJUSTED NOI" means an amount equal to (a) Adjusted NOI for the prior fiscal quarter for all Properties owned during such entire fiscal quarter multiplied times four plus (b) Adjusted NOI for the number of days owned for all Properties acquired during such fiscal quarter multiplied by a fraction equal to 365 divided by the number of days such Property was owned by a Combined Party.

--------------- -------------------------------------------- ------------------------------ -----------------------------
Pricing Level                    Leverage                      Applicable Percentage for     Applicable Percentage for
                                   Ratio                           Eurodollar Loans               Base Rate Loans
--------------- -------------------------------------------- ------------------------------ -----------------------------
I               (less than or equal to) .35 to 1.0                        1.30%                         0.30%
--------------- -------------------------------------------- ------------------------------ -----------------------------
II              (greater than) .35 to 1.0 but                             1.45%                         0.45%
                (less than or equal to) .45 to 1.0
--------------- -------------------------------------------- ------------------------------ -----------------------------
III             (greater than) .45 to 1.0 but                             1.55%                         0.55%
                (less than or equal to) .50 to 1.0
--------------- -------------------------------------------- ------------------------------ -----------------------------
IV              (greater than) .50 to 1.0                                 1.80%*                        0.80%*
--------------- -------------------------------------------- ------------------------------ -----------------------------
V               *If any Term Loans are outstanding 90 days                1.95%                         0.95%
                following the Closing Date and at any time
                thereafter the Leverage Ratio is greater
                than .575 to 1.0
--------------- -------------------------------------------- ------------------------------ -----------------------------

(b) if either (i) BRT has at least two Unsecured Senior Debt Ratings in effect or (ii) BOP has at least two Unsecured Senior Debt Ratings in effect, the appropriate applicable percentages corresponding to the Pricing Level based upon the lowest Unsecured Senior Debt Ratings of (A) BRT, if BRT has at least two Unsecured Senior Debt Ratings in effect and BOP does not, (B) BOP, if BOP has at least two Unsecured Senior Debt Ratings in effect and BRT does not or (C) if both BRT and BOP have at least two Unsecured Senior Debt Ratings in effect, the Borrower with the lowest Unsecured Senior Debt Rating, in each case as of the most recent Calculation Date in the table below; provided that if either or both of BOP or BRT has three Unsecured Senior Debt Ratings in effect, the appropriate applicable percentages shall correspond to the Pricing Level based on the lower Unsecured Senior Debt Rating of the two highest Unsecured Senior Debt Ratings of the applicable Borrower under clauses (A), (B) and (C) above:

--------------------- ----------------------------------------------- ------------------------ ------------------------
Pricing Level         Unsecured Senior Debt Rating                    Applicable Percentage    Applicable Percentage
                                                                      for Eurodollar Loans     for Base Rate Loans
--------------------- ----------------------------------------------- ------------------------ ------------------------
I                     BBB- or better from S&P, Baa3 or better from              1.35%*                   .35%*
                      Moody's and BBB- or better from Fitch

                      ----------------------------------------------- ------------------------ ------------------------
                      *If any Term Loans are outstanding 90 days                1.50%                    .50%
                      following the Closing Date and at any time
                      thereafter the Leverage Ratio is greater than
                      .575 to 1.0
--------------------- ----------------------------------------------- ------------------------ ------------------------
II                    (less than) BBB- from S&P, (less than) Baa3
                      from Moody's or (less than) BBB- from Fitch               1.70%*                   .70%*


                      ----------------------------------------------- ------------------------ ------------------------
                      *If any Term Loans are outstanding 90 days                1.95%                    .95%
                      following the Closing Date and at any time
                      thereafter the Leverage Ratio is greater than
                      .575 to 1.0
--------------------- ----------------------------------------------- ------------------------ ------------------------

The Applicable Percentage for Term Loans shall be determined and adjusted on the date (each a "CALCULATION DATE") (i) if the Applicable Percentage is determined pursuant to clause (a) above, five Business Days after the date on which the Borrowers provide the officer's certificate in accordance with the provisions of Section 7.1(c); provided that if the Borrowers fail to provide the officer's certificate required by Section 7.1(c) on or before the date required by Section 7.1(c), the Applicable Percentage for Term Loans from such date shall be based on Pricing Level III in clause (a) above until such time that an appropriate officer's certificate is provided whereupon the Pricing Level shall be determined by the then current Leverage Ratio or (ii) if the Applicable Percentage is determined pursuant to clause (b) above, the date BRT or BOP obtains an Unsecured Senior Debt Rating from at least two of S&P, Moody's or Fitch or the date there is a change in any Unsecured Senior Debt Rating of BRT or BOP that would cause a change in the Applicable Percentage pursuant to clause (b) above, in each case promptly after the Administrative Agent receives notice regarding such Unsecured Senior Debt Rating. In any event, the highest margin set forth in the applicable pricing grid shall apply whenever any Default or Event of Default has occurred and is continuing. Each Applicable Percentage shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Percentage shall be applicable both to new Term Loans made and to all existing Term Loans.

The Borrowers shall promptly deliver to the Administrative Agent, at the address set forth on Schedule 11.1 and at the Agency Services Address, information regarding any change in the Unsecured Senior Debt Rating or Leverage Ratio that would change the existing Pricing Level for the Applicable Percentage as set forth above.

"ARRANGERS" means Bear, Stearns & Co. Inc. and J.P. Morgan Securities Inc., in their capacity as joint lead arrangers and joint bookrunners.

"BANKRUPTCY CODE" means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

"BASE RATE" means, for any day, the rate per annum equal to the greater of (a) the Federal Funds Rate in effect on such day plus 1/2 of 1% or (b) the Prime Rate in effect on such day. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively.

"BASE RATE LOAN" means a Loan bearing interest based on a rate determined by reference to the Base Rate.

"BOP" means Brandywine Operating Partnership, L.P., a Delaware limited partnership, together with any successors and permitted assigns.

"BORROWERS" means BRT and BOP and "BORROWER" means either one of them.

"BRT" means Brandywine Realty Trust, a Maryland real estate investment trust, together with any successors and permitted assigns.

"BUSINESS DAY" means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or other governmental action to close in New York, New York; provided that in the case of Eurodollar Loans, such day is also a day on which dealings between banks are carried on in Dollar deposits in the London interbank market.

"CALCULATION DATE" has the meaning set forth in the definition of Applicable Percentage in this Section 1.1.

"CAPITAL EXPENDITURES" means all expenditures of the Borrowers and their Subsidiaries which, in accordance with GAAP, would be classified as capital expenditures, including, without limitation, Capital Leases.

"CAPITAL LEASE" means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on a balance sheet of that Person.

"CAPITAL MARKETS TRANSACTIONS" means the issuance by either Borrower or any of their respective Subsidiaries of debt securities (excluding mortgage financings) or common or preferred equity or equity equivalent securities (however designated, and whether voting or non-voting, but excluding equity not issued for the purpose of raising cash (including, but not limited to, equity issued upon exercise of options or upon awards to company executives or trustees and equity issued under any dividend reinvestment plan)) following the Closing Date.

"CAPITAL PERCENTAGE" means, with respect to the interest of a Credit Party or one of its Subsidiaries in another Person, the percentage interest of such Person based on the aggregate amount of net capital contributed by such Credit Party or such Subsidiary in such Person at the time of determination relative to all capital contributions made in such Person at such time of determination.

"CAPITALIZATION RATE" means 9.25%.

"CASH EQUIVALENTS" means (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time and demand deposits and certificates of deposit of (i) any Lender or any of its Affiliates, (ii) any domestic commercial bank having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody's is at least P-1 or the equivalent thereof (any such bank being an "APPROVED BANK"), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody's and maturing within six months of the date of acquisition, (d) repurchase agreements with a bank or trust company (including any of the Lenders) or securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which a Credit Party shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to investments of the character described in the foregoing subdivisions (a) through (d).

"CHANGE OF CONTROL" means any of the following events:

(a) any "person" or "group" (within the meaning of Section 13(d) or 14(d) of the Exchange Act) has become, directly or indirectly, the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have "beneficial ownership" of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time or the occurrence of any contingency), by way of merger, consolidation or otherwise, of 20% or more of the voting power of BRT on a fully-diluted basis, after giving effect to the conversion and exercise of all outstanding warrants, options and other securities of BRT convertible into or exercisable for voting power of BRT (whether or not such securities are then currently convertible or exercisable); or

(b) during any period of up to twelve (12) consecutive months commencing on or after the Closing Date, individuals who were trustees of BRT at the beginning of such period (the "CONTINUING TRUSTEES"), plus any new trustees whose election or appointment was approved by a majority of the Continuing Trustees then in office, shall cease for any reason to constitute a majority of the Board of Trustees of BRT; or

(c) BRT fails to directly own at least 75% of the aggregate ownership interests in BOP (giving effect to any convertible interests with respect thereto).

"CLOSING DATE" means the date hereof.

"CODE" means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections.

"COMBINED PARTIES" means the Credit Parties and their Subsidiaries and all joint ventures or partnerships to which a Credit Party or one of its Subsidiaries is a party.

"COMMITMENT" or "COMMITMENTS" means with respect to each Lender, the Term Loan Commitment Percentage of such Lender multiplied by the Term Loan Committed Amount

"CONSTRUCTION-IN-PROCESS" means a Property on which construction of improvements (excluding tenant improvements and excluding work prior to erection of the structure of the building) has commenced and is proceeding to completion in the ordinary course but has not yet been completed (as such completion shall be evidenced by a temporary or permanent certificate of occupancy permitting use of such Property by the general public). Any such Property shall be treated as Construction-in-Process until the earlier of (i) twelve (12) months from the date of completion (as evidenced by a certificate of occupancy permitting use of such Property by the general public) or (ii) such Property achieves an 85% occupancy rate (determined on the basis of tenants paying rent).

"CONTINUING TRUSTEES" has the meaning set forth in the definition of Change of Control.

"CONTRIBUTION AGREEMENT" means that certain Contribution Agreement dated August 18, 2004, by and among TRC Realty, Inc.-GP, a Pennsylvania corporation, TRC-LB LLC, a Delaware limited liability company, and TRC Associates Limited Partnership, a Delaware limited partnership, and Brandywine Operating Partnership, L.P., a Delaware limited partnership, as in effect on the date hereof.

"CONTRIBUTOR GUARANTY" means the guaranty of collection, substantially in the form of Exhibit 1.1, provided by one or more of the Contributors, by which such Contributors guaranty the Borrowers' Obligations under the Term Loans.

"CONTRIBUTORS" means, collectively, each of TRC Realty Inc.-GP, a Pennsylvania corporation, TRC-LB LLC, a Delaware limited liability company, and TRC Associates Limited Partnership, a Delaware limited partnership.

"CREDIT DOCUMENTS" means this Credit Agreement, the Notes, any Notice of Borrowing, any Notice of Continuation/Conversion, the Fee Letter and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto, excluding the Contributor Guaranty.

"CREDIT PARTIES" means the Borrowers and the Guarantors and "CREDIT PARTY" means any one of them.

"DEBT PAYMENTS" means, for any period, for the Combined Parties, the sum of (a) Interest Expense for such period plus (b) all payments of principal and any required prepayments on Funded Debt of the Combined Parties (other than balloon payments) for such period, ending on the date of determination (including the principal component of payments due on Capital Leases during the applicable period ending on the date of determination).

"DEFAULT" means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

"DEFAULTING LENDER" means, at any time, any Lender that, (a) has failed to make a Loan, (b) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of this Credit Agreement (but only for so long as such amount has not been repaid) or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official.

"DOLLARS" and "$" each means the lawful currency of the United States of America.

"EFFECTIVE DATE" means the date, as specified by the Administrative Agent, on which the conditions set forth in Section 5.1 shall have been fulfilled (or waived in the sole discretion of the Lenders under the terms of
Section 11.6) and on which the Term Loans shall have been made.

"ELIGIBLE ASSIGNEE" means (a) any Lender or any Affiliate of a Lender or (b) a commercial bank, finance company or other financial institution reasonably acceptable to the Administrative Agent. Neither a Borrower nor any Affiliate of the Borrowers shall qualify as an Eligible Assignee.

"ELIGIBLE GROUND LEASE" means a ground lease that (a) has a minimum remaining term of twenty-five (25) years, including tenant controlled options, as of any date of determination, (b) has customary notice rights, default cure rights, bankruptcy new lease rights and other customary provisions for the benefit of a leasehold mortgagee or has equivalent protection for a leasehold permanent mortgagee by a subordination to such leasehold permanent mortgagee of the landlord's fee interest, and (c) is otherwise acceptable for non-recourse leasehold mortgage financing under customary prudent lending requirements. The Eligible Ground Leases as of the date of this Credit Agreement are listed on Schedule EG.

"ELIGIBLE LAND" means undeveloped land which is zoned for office or industrial use and which is not subject to a building moratorium or other restriction on construction.

"ENVIRONMENTAL CLAIM" means any investigation, written notice, violation, written demand, written allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding, or written claim whether administrative, judicial or private in nature arising (a) pursuant to, or in connection with, an actual or alleged violation of any Environmental Law, (b) in connection with any Hazardous Material, (c) from any assessment, abatement, removal, remedial, corrective, or other response action in connection with an Environmental Law or other order of a Governmental Authority or (d) from any actual or alleged damage, injury, threat, or harm to health, safety, natural resources, or the environment.

"ENVIRONMENTAL LAWS" means any current or future legal requirement of any Governmental Authority pertaining to (a) the protection of health, safety, and the indoor or outdoor environment, (b) the conservation, management, or use of natural resources and wildlife, (c) the protection or use of surface water and groundwater or (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, release, threatened release, abatement, removal, remediation or handling of, or exposure to, any hazardous or toxic substance or material or (e) pollution (including any release to land surface water and groundwater) and includes, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. 9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984, 42 U.S.C. 6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. 1251 et seq., Clean Air Act of 1966, as amended, 42 U.S.C. 7401 et seq., Toxic Substances Control Act of 1976, 15 U.S.C. 2601 et seq., Hazardous Materials Transportation Act, 49 U.S.C. App. 1801 et seq., Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. 651 et seq., Oil Pollution Act of 1990, 33 U.S.C. 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. 11001 et seq., National Environmental Policy Act of 1969, 42 U.S.C. 4321 et seq., Safe Drinking Water Act of 1974, as amended, 42 U.S.C. 300(f) et seq., any analogous implementing or successor law, and any amendment, rule, regulation, order, or directive issued thereunder.

"EQUITY ISSUANCE" means any issuance by a Credit Party to any Person (other than another Credit Party) of shares of its capital stock, preferred stock, common or preferred shares of beneficial interest, partnership or membership interests or other equity interests, including pursuant to the exercise of options or warrants or pursuant to the conversion of any debt securities to equity; provided that the definition of Equity Issuance as used herein shall not include (a) issuances of equity to employees or trustees of a Credit Party to the extent such issuances do not exceed $1,000,000 in any one instance or $5,000,000, in the aggregate, during the term of this Credit Agreement or (b) issuances of common stock or common or preferred shares of beneficial interests the proceeds of which are used for the sole purpose of conversion or redemption of convertible preferred stock or perpetual preferred stock or preferred shares of beneficial interests.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

"ERISA AFFILIATE" means an entity, whether or not incorporated, which is under common control with a Borrower or any of its Subsidiaries within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes a Credit Party or any Subsidiary of a Credit Party and which is treated as a single employer under subsection (b) or (c) of Section 414 of the Code.

"ERISA EVENT" means (i) with respect to any Plan, the occurrence of a Reportable Event or the substantial cessation of operations (within the meaning of Section 4062(e) of ERISA); (ii) the withdrawal of a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan; (iii) the distribution of a notice of intent to terminate or the actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA;
(iv) the institution of proceedings to terminate or the actual termination of a Plan by the PBGC under Section 4042 of ERISA; (v) any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (vi) the complete or partial withdrawal of a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate from a Multiemployer Plan; (vii) the conditions for imposition of a lien under Section 302(f) of ERISA exist with respect to any Plan; or
(viii) the adoption of an amendment to any Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA.

"EURODOLLAR LOAN" means a Term Loan bearing interest based on a rate determined by reference to the Adjusted Eurodollar Rate.

"EURODOLLAR RATE" means, for the Interest Period for each Eurodollar Loan comprising part of the same borrowing (including conversions, extensions and renewals), a per annum interest rate as determined on the basis of the offered rates for deposits in Dollars, for the period of time comparable to such Interest Period that appears on the Dow Jones Market Service (formerly known as Telerate) page 3750 as of 11:00 a.m. London time on the day that is two (2) Business Days preceding the first day of such Interest Period; provided, however, if the rate described above does not appear on the Dow Jones Market Service on any applicable interest determination date, the Eurodollar Rate shall be the rate (rounded upwards to the nearest one-hundred thousandth of one percent, if necessary) for deposits in Dollars for a period substantially equal to the Interest Period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of displaying such rates), as of 11:00 a.m. (London Time), on the day that is two (2) Business Days prior to the beginning of such Interest Period. If both the Dow Jones Market Service and Reuters systems are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such Interest Period which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) Business Days preceding the first day of such Interest Period as selected by Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its U.S. dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that date

will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. (New York City time), on the day that is two (2) Business Days preceding the first day of such Interest Period. In the event that Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed that the Eurodollar Rate for a Eurodollar Loan cannot be determined and the provisions of Section 3.9 shall apply. In the event that the Board of Governors of the Federal Reserve System shall impose a Eurodollar Reserve Percentage with respect to Eurodollar deposits of the Person serving as the Administrative Agent, then for any period during which such Eurodollar Reserve Percentage shall apply, the Eurodollar Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Eurodollar Reserve Percentage.

"EURODOLLAR RESERVE PERCENTAGE" means, for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurodollar liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Loans is determined) with respect to member banks of the Federal Reserve System, whether or not any Lender has any Eurodollar liabilities subject to such reserve requirement at that time. Eurodollar Loans shall be deemed to constitute Eurodollar liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to a Lender. The Adjusted Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

"EVENT OF DEFAULT" means any of the events or circumstances described in Section 9.1.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, modified, succeeded or replaced from time to time, and the rules and regulations promulgated thereunder.

"EXCLUDED MATERIAL SUBSIDIARIES" means the Material Subsidiaries set forth on Schedule 6.26.

"EXISTING DEBT" means the indebtedness of the Target listed on Schedule TI hereto.

"EXISTING REVOLVING CREDIT AGREEMENT" means the Credit Agreement dated as of May 24, 2004 among the Borrowers, certain Subsidiaries of the Borrowers, the lenders named therein, and JPMorgan Chase Bank, as administrative agent, as it may be amended, restated or modified from time to time, including without limitation by the First Amendment to Existing Revolving Credit Agreement.

"EXISTING TERM LOAN CREDIT AGREEMENT" means the Term Credit Agreement dated as of July 15, 2002 among the Borrowers, certain Subsidiaries of the Borrowers, the lenders named therein, and Bank of America, N.A., as administrative agent.

"FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded upward, at the discretion of the Administrative Agent, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day and (b) if no such rate is so published on such next preceding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

"FEE LETTER" means that certain letter agreement, dated as of August 18, 2004 among the Administrative Agent, the Syndication Agent, the Arrangers and the Borrowers, as amended, modified, supplemented or replaced from time to time.

"FIRST AMENDMENT TO THE EXISTING REVOLVING CREDIT AGREEMENT" means that certain Amendment No. 1 To Credit Agreement dated as of September 10, 2004 by and among the Borrowers, certain Subsidiaries of the Borrowers, as Guarantors, the Lenders party hereto and JPMorgan Chase Bank, as Administrative Agent for the Lenders, Swing Lender and as Issuing Lender.

"FITCH" means Fitch Inc. or any successor or assignee of the business of such company in the business of rating securities.

"FIXED CHARGE COVERAGE RATIO" means, for any period, the ratio of (a) Adjusted NOI for such period to (b) the sum of Debt Payments for such period plus all dividends on preferred shares of beneficial interest of BRT or preferred operating partnership units of BOP (not owned by BRT) for such period plus any letter of credit fees for such period.

"FUNDED DEBT" means, without duplication, the sum of (a) all Indebtedness of the Combined Parties for borrowed money, (b) all purchase money Indebtedness of the Combined Parties, (c) the principal portion of all obligations of the Combined Parties under Capital Leases, (d) all obligations, contingent or otherwise, relative to the face amount of all letters of credit (other than letters of credit supporting trade payables in the ordinary course of business), whether or not drawn, and banker's acceptances issued for the account or upon the application of a Combined Party (it being understood that, to the extent an undrawn letter of credit supports another obligation constituting Indebtedness, in calculating aggregated Funded Debt only such other obligation shall be included), (e) all Guaranty Obligations of the Combined Parties with respect to the indebtedness of another Person of the types described in this definition, (f) all indebtedness of another Person of the types described in this definition that is secured by a Lien on any property of the Combined Parties whether or not such indebtedness has been assumed by a Combined Party, (g) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product of a Combined Party where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP, (h) all obligations of the Combined Parties in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate or commodity price hedging agreements and (i) all take out loan commitments to the extent such take out commitment is not supported by a financial commitment from a third party containing standard terms and conditions; provided that, for purposes of calculating the Leverage Ratio, the Secured Debt Ratio, the Unsecured Debt limitation and the Unencumbered Cash Flow Ratio, to the extent Funded Debt includes Indebtedness in respect of Construction-in-Process, the amount of such Funded Debt shall be deemed to be the total construction costs incurred for the Construction-in-Process as of such date. The calculation of Funded Debt of the Combined Parties shall be subject to Section 1.4.

"FUNDS FROM OPERATIONS", when used with respect to any Person, shall have the meaning given to such term in, and shall be calculated in accordance with, standards promulgated by the National Association of Real Estate Investment Trusts in effect from time to time.

"GAAP" means generally accepted accounting principles in the United States applied on a consistent basis and subject to Section 1.3.

"GOVERNMENTAL AUTHORITY" means any Federal, state, local or provincial court or governmental agency, authority, instrumentality or regulatory body.

"GUARANTORS" means (a) the Material Subsidiaries of the Borrowers as of the Closing Date, other than the Excluded Material Subsidiaries, and (b) such other Persons who may from time to time execute a Joinder Agreement (or otherwise consent in writing to becoming a Guarantor hereunder), as required by
Section 7.12 or otherwise, in each case together with their successors and assigns; in each case unless released as a Guarantor pursuant to Section 8.5(b) or Section 11.19.

"GUARANTY" means the guaranty of payment provided by the Guarantors pursuant to Section 4.

"GUARANTY OBLIGATIONS" means, with respect to any Person, without duplication, any obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase any such Indebtedness or other obligation or any property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of such Indebtedness or obligation or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness of such other Person, (c) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Indebtedness or (d) to otherwise assure or hold harmless the owner of such Indebtedness or obligation against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made. It is understood and agreed that for purposes of any "completion guaranty" provided by a Credit Party or one of its Subsidiaries, the amount of Indebtedness associated with such completion guaranty shall be none unless such completion guaranty is enforced (or written notice of the intent to enforce such completion guaranty has been received) at which time the Indebtedness associated with such completion guaranty shall equal the remaining cost to complete the project plus ten percent until such time as a certificate of occupancy is issued.

"HAZARDOUS MATERIALS" means any substance, material or waste defined or regulated in or under any Environmental Laws.

"INCENTIVE STOCK PLAN" means the BRT 1997 Long-Term Incentive Plan, as amended from time to time, and any other equity incentive plan hereafter established by BRT or one of its Subsidiaries pursuant to which awards of equity interests in BRT or such Subsidiary may be made to employees of BRT or one of its Subsidiaries.

"INDEBTEDNESS" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations, other than intercompany items, of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person which would appear as liabilities on a balance sheet of such Person, (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all Guaranty Obligations of such Person, (g) the principal portion of all obligations of such Person under (i) Capital Leases and (ii) any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product of such Person where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP, (h) all obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements, or other interest or exchange rate or commodity price hedging agreements, (i) the maximum amount of all performance and standby letters of credit issued or bankers' acceptances facilities created for the account or upon the application of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (j) all preferred stock issued by such Person and required by the terms thereof to be redeemed, or for which mandatory sinking fund payments are due, by a fixed date; provided that Indebtedness shall not include preferred stock which carries a defined term if its conversion or redemption occurs solely through the issuance of additional equity or from the proceeds of an equity offering, (k) all obligations evidenced by take out commitments, (l) the aggregate amount of uncollected accounts receivables of such Person subject at such time to a sale of receivables (or similar transaction) regardless of whether such transaction is effected without recourse to such Person or in a manner that would not be reflected on the balance sheet of such Person in accordance with GAAP and (m) all obligations of such Person to repurchase any securities which repurchase obligation is related to the issuance thereof, including, without limitation, obligations commonly known as residual equity appreciation potential shares or forward equity purchase contracts. Subject to Section 1.4, the Indebtedness of any Person shall include the Indebtedness of any partnership or unincorporated joint venture in which such Person is legally obligated or has a reasonable expectation of being liable with respect thereto.

"INTEREST COVERAGE RATIO" means, for any period, the ratio of (a) Adjusted NOI for such period to (b) Interest Expense for such period.

"INTEREST EXPENSE" means, for any period, with respect to the Combined Parties, all net interest expense, whether paid or accrued (including that portion applicable to Capital Leases in accordance with GAAP) plus capitalized interest.

"INTEREST PAYMENT DATE" means (a) as to Base Rate Loans, the last Business Day of each fiscal quarter and the Maturity Date, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period and the Maturity Date, and (c) as to any Eurodollar Loan having an Interest Period longer than three months, the day which is three months after the first day of such Interest Period, the last day of such Interest Period, and the Maturity Date.

"INTEREST PERIOD" means, as to Eurodollar Loans, a period of one, two, three or six months' duration as the Borrowers may elect, commencing, in each case, on the date of the borrowing (including, as applicable, continuations and conversions thereof); provided, however, (a) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day) and (b) where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last Business Day of such calendar month. Notwithstanding the foregoing:

(i) if any Interest Period for any Term Loan would otherwise end after the Maturity Date, respectively, such Interest Period shall end on the Maturity Date;

(ii) notwithstanding clause (i) above, no Interest Period shall have a duration of less than one month and, if the Interest Period for any Eurodollar Loan would otherwise be a shorter period, such Loan shall not be available hereunder for such period, provided that with respect to such portion of a Term Loan as shall be scheduled to be repaid on the Maturity Date occurring within such one-month period, an Interest Period ending on the Maturity Date shall be permissible.

"INVESTMENT" in any Person means (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of assets, shares of capital stock, bonds, notes, debentures, partnership interests, membership interests, joint ventures or other ownership interests or other securities of such other Person or (b) any deposit with, or advance, loan or other extension of credit to, such Person (other than deposits made in connection with the purchase of equipment or other assets in the ordinary course of business) or (c) any other capital contribution to or investment in such Person, including, without limitation, any Guaranty Obligation (including any support for a letter of credit issued on behalf of such Person) incurred for the benefit of such Person.

"JOINDER AGREEMENT" means a Joinder Agreement substantially in the form of Exhibit 7.12.

"LENDERS" means, collectively, each Person that is identified as a "Lender" on the signature pages hereto and has a Commitment or that holds a Term Loan, and any Person which may become a Lender by way of assignment in accordance with the terms hereof, together with their successors and permitted assigns.

"LEVERAGE RATIO" means the ratio of (a) Funded Debt to (b) the sum (the "TOTAL ASSET VALUE") of (i) Property Value plus (ii) all unrestricted cash of the Combined Parties plus (iii) all Cash Equivalents of the Combined Parties plus (iv) all unrestricted tenant security deposits held by the Combined Parties plus (v) the aggregate of all amounts of the Combined Parties incurred and paid with respect to Construction-in-Process and Eligible Land, which credit will be limited to 20% of Total Asset Value in the aggregate and 15% of Total Asset Value for any single project or parcel, plus (vi) all notes receivable of the Combined Parties, which credit will be limited to 5% of Total Asset Value, plus
(vii) all investments of the Combined Parties in (based on the actual cash investment in), directly or indirectly, entities (other than Combined Parties) holding real estate assets, which credit will be limited to 2.5% of Total Asset Value; provided that from the Closing Date until October 1, 2005, Total Asset Value shall be calculated by using the value at cost of the Pre-Stabilized Acquisition Properties in lieu of the Property Value of the Pre-Stabilized Acquisition Properties.

"LIEN" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind, including, without limitation, any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof.

"LOAN" or "LOANS" means the Term Loans, individually or collectively, as applicable.

"MARKET FUNDED DEBT PAYMENTS" means the scheduled debt payments that would have been due during a twelve-month period with respect to the Unsecured Debt of the Combined Parties as of the last day of the prior fiscal quarter assuming a principal mortgage amortization of 25 years and assuming the Market Interest Rate as in effect on the date that the Market Funded Debt Payments are calculated.

"MARKET INTEREST RATE" means an interest rate equal to the greater of
(a) the prior thirty (30) day average of the most recent seven year U.S. Treasury Note plus 1.75% per annum or (b) the actual average interest rate on the Loans for the preceding twelve (12) months.

"MATERIAL ADVERSE EFFECT" means any event, development or circumstance that has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, property, results of operations, condition (financial or otherwise) or prospects of BRT, BOP or the Credit Parties and their Subsidiaries taken as a whole, (b) the ability of a Borrower to perform its respective obligations under this Credit Agreement or any of the other Credit Documents, (c) the ability of a Guarantor to perform its respective obligations under this Credit Agreement or any of the other Credit Documents, unless the Guarantor subject to such material adverse effect could be immediately released as a Guarantor in compliance with Section 8.5(b), or (d) the validity or enforceability of this Credit Agreement, any of the other Credit Documents, or the rights and remedies of the Agent and the Lenders hereunder or thereunder.

"MATERIAL SUBSIDIARY" means a Subsidiary of a Credit Party in which such Credit Party owns, directly or indirectly, more than 65% of the capital stock, partnership interests, membership interests or other equity interests; provided that with respect to a Subsidiary of a Credit Party that is not a corporation and whose ownership interest is not otherwise specified, such percentage interest shall be the Capital Percentage of such Credit Party in such Subsidiary.

"MATURITY DATE" means September 20, 2008.

"MOODY'S" means Moody's Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

"MULTIEMPLOYER PLAN" means a Plan which is a multiemployer plan as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

"MULTIPLE EMPLOYER PLAN" means a Plan (other than a Multiemployer Plan) in which a Credit Party, a Subsidiary of a Credit Party or any ERISA Affiliate and at least one employer other than a Credit Party, a Subsidiary of a Credit Party or any ERISA Affiliate are contributing sponsors.

"NET CASH PROCEEDS" means, with respect to an Equity Issuance, the gross cash proceeds received from such Equity Issuance minus actual transaction costs and discounts of issuance payable to third parties in connection therewith.

"NET INCOME" means, for any period, the net income for such period of the Combined Parties, as determined in accordance with GAAP.

"NET WORTH" means, as of any date, the net worth of Credit Parties and their Subsidiaries on a consolidated basis, as determined in accordance with GAAP.

"NOI" means, for any period, an amount equal to (a) Net Income for such period (excluding the effect of any extraordinary or other non-recurring gains or losses or other non-cash losses outside the ordinary course of business) plus
(b) an amount which in the determination of Net Income for such period has been deducted for (i) proceeds to minority interests, (ii) income taxes, (iii) depreciation and amortization and (iv) Interest Expense, less (c) 3% of the total real estate revenue of the Combined Parties as a property management expense.

"NON-EXCLUDED TAXES" has the meaning set forth in Section 3.12.

"NOTE" or "NOTES" means the Term Notes, individually or collectively, as appropriate.

"NOTICE OF BORROWING" means a Term Loan request and certificate duly executed by an authorized officer of the Borrowers for a Term Loan, substantially in the form of Exhibit 2.1(a).

"NOTICE OF CONTINUATION/CONVERSION" means a request by the Borrowers to continue an existing Eurodollar Loan to a new Interest Period or to convert a Eurodollar Loan to a Base Rate Loan or to convert a Base Rate Loan to a Eurodollar Loan, in the form of Exhibit 2.1(d).

"OBLIGATIONS" means, without duplication, all of the obligations, liabilities and indebtedness of the Credit Parties to the Lenders and the Administrative Agent, whenever arising, under this Credit Agreement, the Notes or any of the other Credit Documents to which a Credit Party is a party, including without limitation the outstanding principal amount of the Loans.

"PBGC" means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor thereto.

"PERMITTED INVESTMENTS" means, subject in all cases to Sections 7.10, 7.15 and 8.5(b), Investments which are (a) cash or Cash Equivalents, (b) accounts receivable created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, (c) Investments by one Credit Party in another Credit Party, (d) earnest money and similar deposits in respect of Properties made in the ordinary course of business, (e) the acquisition of new Properties; provided that the Credit Parties may not invest in undeveloped land in excess of 5% of Total Asset Value, in the aggregate, except for Eligible Land, (f) Investments (other than Investments in subclause (g) below) in Subsidiaries which are not Credit Parties and Investments in joint ventures (whether or not Subsidiaries) not to exceed, in the aggregate at any one time, 15% of Total Asset Value, (g) Investments existing on the date hereof in certain special purpose entities listed on Schedule 8.6, (h) Investments in Construction-in-Process in which the aggregate full-budgeted costs of construction of all Construction-in-Process do not exceed, in the aggregate at any one time, 20% of Total Asset Value; (i) repurchases by a Borrower or any Subsidiary of its capital stock or shares of beneficial interest (including the repurchase of stock or shares of beneficial interest that is retired, cancelled or terminated) or other ownership interests (including options, warrants and stock appreciation rights) as long as prior to and after giving effect thereto, no Default or Event of Default exists; and (j) Investments not otherwise described in or covered by the other subclauses of this definition including, without limitation, loans to officers, directors and employees; provided that (i) such Investments do not exceed, in the aggregate at any one time, 5% of Total Asset Value and (ii) such Investments, together with the Investments referred to in subclauses (e), (f) and (h), do not exceed (in the aggregate at any one time) 25% of Total Asset Value.

"PERMITTED LIENS" means (a) Liens securing Obligations, (b) Liens for taxes not yet due or Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof),
(c) Liens in respect of property imposed by law arising in the ordinary course of business such as materialmens', mechanics', warehousemens', carriers', landlords' and other nonconsensual statutory Liens which are not yet due and payable or which are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof), (d) Liens arising from good faith deposits in connection with or to secure performance of tenders, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business (other than obligations in respect of the payment of borrowed money), (e) Liens arising from good faith deposits in connection with or to secure performance of statutory obligations and surety and appeal bonds, (f) easements, rights-of-way, restrictions (including zoning restrictions), matters of plat, minor defects or irregularities in title and other similar charges or encumbrances not, in any material respect, impairing the use of the encumbered property for its intended purposes, (g) judgment Liens that would not constitute an Event of Default, (h) Liens arising by virtue of any statutory or common law provision relating to bankers' liens, rights of setoff or similar rights as to deposit accounts or other funds maintained with a creditor depository institution, (i) Liens in connection with Indebtedness permitted by Section 8.1(d); provided that if such Lien is created with respect to an Unencumbered Property, the Borrowers shall give the Administrative Agent written notice of the creation of such Lien in accordance with Section 7.15(b) (if applicable), and (j) Liens existing on the date hereof and identified on Schedule 8.2; provided that no such Lien shall extend to any property other than the property subject thereto on the Closing Date.

"PERSON" means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated), or any Governmental Authority.

"PLAN" means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an "employer" within the meaning of Section 3(5) of ERISA.

"PRE-STABILIZED ACQUISITION PROPERTIES" means the Properties located at
(i) 555 Radnor Financial Center, Radnor, Pennsylvania, (ii) 130-170 Radnor Financial Center, Radnor, Pennsylvania and (iii) 201 Radnor Financial Center, Radnor, Pennsylvania.

"PRICING LEVEL" means, based upon the Unsecured Senior Debt Rating or Leverage Ratio of the Borrowers, as applicable, the corresponding category (I, II, III, IV or V) within the Applicable Percentage tables.

"PRIME RATE" means the per annum rate of interest announced publicly from time to time by JPMorgan Chase Bank at its principal offices (or such other principal office of such Person as communicated in writing to the Borrowers and the Lenders) as its Prime Rate. Any change in the interest rate resulting from a change in the Prime Rate shall become effective at the opening of business on the day specified in the public announcement of such change.

"PRO FORMA BASIS" or "PRO FORMA" means with respect to (a) the sale of a Property or the sale of an equity interest in a Credit Party, (b) the creation of a Lien on a Property, (c) the acquisition of or Investment in a Property or other asset that is subject to Section 7.15 or (d) any comparable event or transaction, that such sale, creation of Lien, acquisition or Investment shall be deemed to have occurred as of the first day of the four fiscal quarter period ending as of the last day of the most recent fiscal quarter for which the Lenders have received the financial information required by Section 7.1(b) and, the calculation related thereto shall be performed in accordance with the terms of Regulation S-X (including, without limitation, Article 11 thereof) promulgated under the Exchange Act.

"PROPERTIES" means all real properties owned or ground-leased by the Credit Parties and their Subsidiaries whether directly or through a joint venture investment.

"PROPERTY VALUE" means Annualized Modified Adjusted NOI divided by the Capitalization Rate.

"PUBLIC DEBT" means indebtedness which is not secured by any Liens and not subordinated to the Obligations (or to the holders thereof), issued by a Borrower in offerings registered under the Securities Act of 1933, as amended, or in transactions exempt from registration pursuant to Rule 144A or Regulation D thereunder or listed on non-U.S. securities exchanges.

"REGULATION D, O, T, U, OR X" means Regulation D, O, T, U or X, respectively, of the Board of Governors of the Federal Reserve System (or any successor body) as from time to time in effect and any successor to all or a portion thereof.

"REIT" means a real estate investment trust as defined in Sections 856-860 of the Code.

"REPORTABLE EVENT" means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the notice requirement has been waived by regulation.

"REQUIRED LENDERS" means, at any time, the Lenders whose aggregate Credit Exposure (as hereinafter defined) constitutes at least 50.1% of the Credit Exposure of all Lenders at such time; provided, however, so long as Bear Stearns Corporate Lending Inc. and JPMorgan Chase Bank constitute, in the aggregate, 50.1% or more of the Credit Exposure of all Lenders at such time, the vote of both such Lenders shall be required for all voting matters which require the consent of the "Required Lenders"; provided further, however, that if any Lender shall be a Defaulting Lender at such time then there shall be excluded from the determination of Required Lenders the aggregate principal amount of Credit Exposure of such Lender at such time. For purposes of the preceding sentence, the term "Credit Exposure" as applied to each Lender shall mean (a) at any time prior to the Effective Date, the Commitment of such Lender and (b) at any time after the Effective Date, the principal balance of the outstanding Term Loans of such Lender.

"REQUIREMENT OF LAW" means, as to any Person, the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or final, non-appealable determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or to which any of its material property is subject.

"S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., or any successor or assignee of the business of such division in the business of rating securities.

"SECURED DEBT" means all Funded Debt of the Combined Parties that is subject to a Lien in favor of the creditor holding such Funded Debt; provided that any Funded Debt owed to the Lenders hereunder shall be considered to be Unsecured Debt even if a Lien has been granted in favor of the Lenders.

"SECURED DEBT RATIO" means the ratio of (a) Secured Debt to (b) Property Value plus, to the extent Secured Debt includes Funded Debt on Construction-in-Process, total construction costs incurred as of such date with respect to such Construction-in-Process.

"SECURITIES ACT" means the Securities Act of 1933, as amended, modified, succeeded or replaced from time to time, and the rules and regulations promulgated thereunder.

"SINGLE EMPLOYER PLAN" means any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

"SOLVENT" means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person's assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the assets of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

"STEP-BACK DATE" has the meaning set forth in Section 7.2(d).

"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.

"TARGET" means The Rubenstein Company, L.P., a Delaware limited partnership.

"TERM LOAN COMMITMENT PERCENTAGE" means, for each Lender, the percentage identified as its Term Loan Commitment Percentage on Schedule 1.1(a), as such percentage may be modified in connection with any assignment made by such Lender in accordance with the provisions of Section 11.3.

"TERM LOAN COMMITTED AMOUNT" means $113,000,000.

"TERM LOANS" has the meaning set forth in Section 2.1(a).

"TERM NOTE" or "TERM NOTES" means a promissory note of the Borrowers payable to any Lender, in the form of Exhibit 2.1(c) hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrowers to such Lender resulting from outstanding Term Loans, and also means all other promissory notes accepted from time to time in substitution therefore or renewal thereof.

"TERMINATION EVENT" means (a) with respect to any Single Employer Plan, the occurrence of a Reportable Event or the substantial cessation of operations (within the meaning of Section 4062(e) of ERISA); (b) the withdrawal of any Credit Party or any of its Subsidiaries or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan; (c) the distribution of a notice of intent to terminate or the actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (d) the institution of proceedings to terminate or the actual termination of a Plan by the PBGC under Section 4042 of ERISA; (e) any event or condition which might reasonably constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; or (f) the complete or partial withdrawal of any Credit Party or any of its Subsidiaries or any ERISA Affiliate from a Multiemployer Plan.

"TOTAL ASSET VALUE" has the meaning assigned to such term in the definition of Leverage Ratio.

"UNENCUMBERED CASH FLOW RATIO" means the ratio of (a) Annualized Modified Adjusted NOI with respect to Unencumbered Properties to (b) Market Funded Debt Payments.

"UNENCUMBERED CONSTRUCTION-IN-PROCESS" means all

Construction-in-Process that is (i) wholly-owned by a Credit Party that is a wholly-owned Subsidiary of the Borrowers, (ii) not subject to a Lien other than
(a) nonconsensual Permitted Liens and (b) Liens in favor of the Lenders to secure the Obligations, and (iii) not subject to a significant environmental release, Environmental Claim or other violation of Environmental Laws.

"UNENCUMBERED CONSTRUCTION-IN-PROCESS AND ELIGIBLE LAND VALUE" means the sum of Unencumbered Construction-in-Process and Unencumbered Eligible Land, in each case valued at the lower of cost or market.

"UNENCUMBERED ELIGIBLE LAND" means all Eligible Land that is (i) wholly-owned by a Credit Party that is a wholly-owned Subsidiary of the Borrowers, (ii) not subject to a Lien other than (a) nonconsensual Permitted Liens and (b) Liens in favor of the Lenders to secure the Obligations, and (iii) not subject to a significant environmental release, Environmental Claim or other violation of Environmental Laws.

"UNENCUMBERED PROPERTIES" means all Properties that are (i) wholly-owned or leased under an Eligible Ground Lease by a Credit Party that is a wholly-owned Subsidiary of the Borrowers, (ii) not subject to a Lien other than (a) nonconsensual Permitted Liens and (b) Liens in favor of the Lenders to secure the Obligations, (iii) improved with a building that has received a certificate of occupancy, and (iv) not subject to a significant environmental release, Environmental Claim or other violation of Environmental Laws.

"UNENCUMBERED PROPERTY VALUE" means the sum of (i) Property Value with respect to all Unencumbered Properties, plus (ii) the aggregate amount of unrestricted cash and Cash Equivalents in excess of $25,000,000; provided that from the Closing Date until October 1, 2005, Unencumbered Property Value shall be calculated by using the value at cost of the Pre-Stabilized Acquisition Properties (so long as such Properties constitute Unencumbered Properties) instead of the Property Value of the Pre-Stabilized Acquisition Properties.

"UNSECURED DEBT" means the sum of all Funded Debt of the Combined Parties that was incurred, and continues to be outstanding, without granting a Lien to the creditor holding such Funded Debt; provided that all Funded Debt of the Combined Parties owing to the Lenders under this Credit Agreement shall be considered to be Unsecured Debt even if a Lien has been granted in favor of the Lenders.

"UNSECURED SENIOR DEBT RATING" means either (a) if BRT or BOP has issued unsecured, senior, long term, non-credit enhanced debt, the debt rating provided by S&P, Moody's or Fitch with respect to such unsecured, senior, long term, non-credit enhanced debt, or (b) if BRT or BOP has not issued unsecured, senior, long term, non-credit enhanced debt, the issuer rating for BRT or BOP provided by Moody's or Fitch or the corporate credit rating for BRT or BOP provided by S&P.

1.2. COMPUTATION OF TIME PERIODS AND OTHER DEFINITION PROVISIONS.

For purposes of computation of periods of time hereunder, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding." References in this Credit Agreement to "Articles", "Sections", "Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits of or to this Credit Agreement unless otherwise specifically provided. References in this Credit Agreement to "during the term of this Credit Agreement" shall mean the period from the Effective Date to the earlier of the Maturity Date or the acceleration of the Loans pursuant to Section 9.2.

1.3. ACCOUNTING TERMS.

Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All financial statements delivered to the Lenders hereunder shall be accompanied by a statement from the Borrowers that GAAP has not changed since the most recent financial statements delivered by the Borrowers to the Lenders or, if GAAP has changed, describing such changes in detail and explaining how such changes affect the financial statements. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 7.1 (or, prior to the delivery of the first financial statements pursuant to Section 7.1, consistent with the financial statements described in Section 5.1(f)); provided, however, if (a) the Borrowers shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Administrative Agent or the Required Lenders shall so object in writing within sixty (60) days after delivery of such financial statements (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrowers to the Lenders as to which no such objection shall have been made.

1.4. JOINT VENTURE INVESTMENTS.

For purposes of calculating the financial covenants in Section 7.2 (including the definitions used therein) and the definition of Permitted Investments, (a) NOI, Adjusted NOI, Annualized Modified Adjusted NOI, Property Value and Interest Expense shall be calculated, to the extent applicable, to include the pro-rata share (as determined by their respective percentage interests in the profits and losses of such joint venture) of results attributable to the Credit Parties and their Subsidiaries from joint ventures and (b) Indebtedness and Funded Debt shall be calculated as follows: (i) if the Indebtedness of a joint venture is recourse to such Credit Party (or Subsidiary), then the amount of such Indebtedness or Funded Debt that is recourse to such Credit Party (or Subsidiary), without duplication, and (ii) if the Indebtedness of such joint venture is not recourse to such Credit Party (or Subsidiary), then such Credit Party's (or Subsidiary's) pro-rata share of such Indebtedness or Funded Debt as determined by its percentage interest in the profits and losses of such joint venture. For purposes of this Section 1.4, Indebtedness of a joint venture that is recourse to a Credit Party or one of its Subsidiaries solely as a result of such Credit Party (or Subsidiary) being a partner or member in such joint venture shall be treated as not recourse to such Credit Party (or Subsidiary) as long as the only assets owned by such Credit Party (or Subsidiary) are its equity interest in such joint venture and any contributed capital held to fund such equity interest.

SECTION 2

CREDIT FACILITY

2.1. TERM LOANS.

(a) Term Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees, on the Effective Date, to make a term loan (collectively, the "Term Loans") to the Borrowers, in Dollars, in an amount equal to such Lender's Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers to be made on such date; provided that
(i) the aggregate amount of Term Loans made may not exceed the Term Loan Committed Amount and (ii) the Term Loans shall only be made in a single funding. By no later than 11:00 a.m. on the Effective Date, and in no event later than 11:00 a.m. on October 21, 2004, the Borrowers shall submit an irrevocable written Notice of Borrowing in the form of Exhibit 2.1(a) to the Administrative Agent setting forth (A) the amount requested, (B) the specific use of the proceeds of the requested Term Loans, (C) a certification that the Borrowers have complied in all respects with Section 5.1 and (D) the date of borrowing. The Administrative Agent shall provide copies of such Notice of Borrowing to each Lender. The Commitments shall permanently terminate upon the making of the Term Loans.

(b) Funding of Term Loans. On the Effective Date, each Lender will make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the Administrative Agent's office at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1.

No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such date, the Administrative Agent may assume that such Lender has or will make the amount of its Term Loan available to the Administrative Agent on the Effective Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrowers, and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the Adjusted Base Rate and (ii) from such Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

(c) Term Notes. Upon the request of any Lender, the Borrowers shall provide such Lender with a duly executed Term Note, evidencing the Term Loans made by such Lender, in an original principal amount equal to such Lender's Term Loan Commitment Percentage of the aggregate amount of the Term Loans requested by the Borrowers to be made on such date and substantially in the form of Exhibit 2.1(c).

(d) Continuations and Conversions. The Borrowers shall have the option with respect to all or any part of the Term Loans, on any Business Day, to continue existing Eurodollar Loans for a subsequent Interest Period, to convert Base Rate Loans into Eurodollar Loans, or to convert Eurodollar Loans into Base Rate Loans; provided, however, that (i) each such continuation or conversion must be requested by the Borrowers pursuant to a written Notice of Continuation/Conversion, in the form of Exhibit 2.1(d), in compliance with the terms set forth below, (ii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted on the last day of the Interest Period applicable thereto, (iii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or Event of Default and (iv) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall result in a conversion of such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than 11:00 a.m. (A) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent (which shall promptly notify each of the Lenders) which shall set forth (x) whether the Borrowers wish to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Loan to a Eurodollar Loan, the Interest Period applicable thereto.

(e) Minimum Amounts/Restrictions on Loans. Each request for a conversion or continuation of a Term Loan shall be subject to the requirements that (i) each Eurodollar Loan shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess thereof, (ii) each Base Rate Loan shall be in a minimum amount of $500,000 and (iii) no more than four Eurodollar Loans shall be outstanding at any one time. For the purposes of this Section 2.1(e), all Eurodollar Loans with the same Interest Periods beginning on the same date shall be considered as one Eurodollar Loan, but Eurodollar Loans with different Interest Periods, even if they begin or end on the same date, shall be considered as separate Eurodollar Loans.

2.2. JOINT AND SEVERAL LIABILITY OF THE BORROWERS.

(a) Each of the Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them.

(b) Each of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all of the Obligations arising under this Credit Agreement and the other Credit Documents, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them.

(c) If and to the extent that either of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation.

(d) The obligations of each Borrower under the provisions of this
Section 2.2 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets.

(e) Except as otherwise expressly provided herein, to the extent permitted by law, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Credit Agreement), or of any demand for any payment under this Credit Agreement, notice of any action at any time taken or omitted by the Administrative Agent or the Lenders under or in respect of any of the obligations hereunder, any requirement of diligence

and, generally, all demands, notices and other formalities of every kind in connection with this Credit Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or the Lenders at any time or times in respect of any default by either Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Credit Agreement, any and all other indulgences whatsoever by the Administrative Agent or the Lenders in respect of any of the obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such obligations or the addition, substitution or release, in whole or in part, of either Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or any failure to act on the part of the Administrative Agent or the Lenders, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this Section 2.2, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 2.2, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 2.2 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 2.2 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either Borrower or a Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of either Borrower or any of the Lenders.

(f) The provisions of this Section 2.2 are made for the benefit of the Lenders and their successors and assigns, and may be enforced by them from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of the Lenders first to marshal any of its claims or to exercise any of its rights against the other Borrower or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.2 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by the Lenders upon the insolvency, bankruptcy or reorganization of either of the Borrowers, or otherwise, the provisions of this Section 2.2 will forthwith be reinstated and in effect as though such payment had not been made.

(g) Notwithstanding any provision to the contrary contained herein or in any of the other Credit Documents, to the extent the obligations of either Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

2.3. APPOINTMENT OF BOP.

BRT hereby appoints BOP to act as its agent for all purposes under this Credit Agreement (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans) and agrees that (i) BOP may execute such documents on behalf of BRT as BOP deems appropriate in its sole discretion and BRT shall be obligated by all of the terms of any such document executed on its behalf, (ii) any notice or communication delivered by the Administrative Agent or the Lender to BOP shall be deemed delivered to BRT and
(iii) the Administrative Agent or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by BOP on behalf of BRT.

2.4. NON-RECOURSE.

Notwithstanding anything herein to the contrary, no recourse shall be had against Brandywine Realty Services Partnership or any past, present or future shareholder, officer, director or trustee of BRT for any obligation of the Credit Parties under the Credit Documents, or for any claim based thereon or otherwise in respect thereof; provided, however, that this Section 2.4 shall not restrict or limit any claim against any such Person arising out of or occurring with respect to fraud or any intentional misrepresentation or any act or omission that is willful or wanton or constitutes gross negligence or willful misconduct.

SECTION 3

GENERAL PROVISIONS APPLICABLE TO LOANS

3.1. INTEREST.

(a) Interest Rate. All Base Rate Loans shall accrue interest at the Adjusted Base Rate. All Eurodollar Loans shall accrue interest at the Adjusted Eurodollar Rate.

(b) Default Rate of Interest. Upon the occurrence, and during the continuance, of an Event of Default as set forth in Section 9.1(a), the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Credit Documents (including without limitation fees and expenses) shall bear interest, payable on demand, at a per annum rate equal to four percent (4%) plus the rate which would otherwise be applicable (or if no rate is applicable, then the rate for Base Rate Loans plus four percent (4%) per annum); provided that unless the Loans have been accelerated, interest, including the default rate of interest, shall only be due and payable on the Interest Payment Dates.

(c) Interest Payments. Interest on Loans shall be due and payable in arrears on each Interest Payment Date. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the succeeding Business Day, except that in the case of Eurodollar Loans where the succeeding Business Day falls in the succeeding calendar month, such Interest Payment Date shall be the preceding Business Day.

3.2. PLACE AND MANNER OF PAYMENTS.

All payments of principal, interest, fees, expenses and other amounts to be made by a Borrower under this Credit Agreement shall be made by such Borrower unconditionally and without deduction for any counterclaim, defense, recoupment or setoff and received not later than 2:00 p.m. on the date when due, in Dollars and in immediately available funds, to the Administrative Agent at its offices in New York City, New York. Payments received after such time shall be deemed to have been received on the next Business Day. The Borrowers shall, at the time they make any payment under this Credit Agreement, specify to the Administrative Agent, the Loans, fees or other amounts payable by the Borrowers hereunder to which such payment is to be applied (and in the event that they fail to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to Section 3.7, distribute such payment to the Lenders in such manner as the Administrative Agent may deem appropriate). The Administrative Agent will distribute any such payment to the Lenders on the day received if such payment is received prior to 2:00 p.m.; otherwise the Administrative Agent will distribute such payment to the Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day.

3.3. PAYMENTS.

(a) Voluntary Prepayments. The Borrowers shall have the right to prepay Term Loans, in whole or in part from time to time without premium or penalty; provided, however, that (i) Eurodollar Loans may only be prepaid on three Business Days' prior written notice to the Administrative Agent and any prepayment of Eurodollar Loans will be subject to Section 3.13, (ii) (x) in the case of Eurodollar Loans, each such partial prepayment shall be in the minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, or (y) in the case of Base Rate Loans, each such partial prepayment shall be in the minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof.

(b) Mandatory Prepayments. In the event one or more Capital Markets Transactions consisting of the issuance of privately placed, non-144A or 144A (with no registration rights) debt securities is consummated, 100% of the net proceeds therefrom shall be applied by the Borrowers to permanently reduce the Term Loans outstanding.

(c) Application of Prepayments. All amounts required to be paid pursuant to Section 3.3(b) shall be applied first to Base Rate Loans and then to Eurodollar Loans. Amounts prepaid on account of Term Loans may not be reborrowed. All prepayments hereunder shall be subject to Section 3.13.

3.4. FEES.

(a) Administrative Fees. The Borrowers agree to pay to the Administrative Agent, for its own account, an annual fee as agreed to between the Borrowers and the Administrative Agent in the Fee Letter.

3.5. PAYMENT IN FULL AT MATURITY.

On the Maturity Date, the entire outstanding principal balance of all Term Loans, together with accrued but unpaid interest and all other sums owing with respect thereto, shall be due and payable in cash in full, unless accelerated sooner pursuant to Section 9.2.

3.6. COMPUTATIONS OF INTEREST AND FEES.

(a) Except for Base Rate Loans bearing interest based on the Prime Rate, which shall be calculated on the basis of a 365 or 366 day year as the case may be, all computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days. Interest shall accrue from and include the date of borrowing (or continuation or conversion) but exclude the date of payment.

(b) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum lawful amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Credit Parties or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

3.7. PRO RATA TREATMENT.

Except to the extent otherwise provided herein:

(a) Loans. Each Term Loan borrowing, each payment or prepayment of principal of any Term Loan, each payment of fees (other than administrative fees payable pursuant to Section 3.4), and each conversion or continuation of any Term Loan, shall (except as otherwise provided in Section 3.10) be allocated pro rata among the Lenders in accordance with the respective Term Loan Commitment Percentages of the Lenders (or, if the Commitments of the Lenders have expired or been terminated, in accordance with the respective principal amounts of the outstanding Loans of the Lenders); provided that, if any Lender shall have failed to pay its applicable pro rata share of any Term Loan, then any amount to which such Lender would otherwise be entitled pursuant to this Section 3.7 shall instead be payable to the Administrative Agent until the share of such Loan not funded by such Lender has been repaid; provided further, that in the event any amount paid to any Lender pursuant to this Section 3.7 is rescinded or must otherwise be returned by the Administrative Agent, each Lender shall, upon the request of the Administrative Agent, repay to the Administrative Agent the amount so paid to such Lender, with interest for the period commencing on the date such payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the Federal Funds Rate, and thereafter, at the Base Rate plus two percent (2%) per annum.

(b) Sharing of Payments. The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Loan or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker's lien or counterclaim, or pursuant to a secured claim under
Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (other than in connection with an assignment pursuant to Section 3.14 or Section 11.3), in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker's lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Credit Parties agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon for each date from the date such amount is due until the date such amount is paid to the Administrative Agent or such other Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.7 to share in the benefits of any recovery on such secured claim.

3.8. CAPITAL ADEQUACY.

If, after the date hereof, any Lender has determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from such Lender to the Borrowers and the Administrative Agent, the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender (or parent corporation) on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction. Each determination by any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

3.9. INABILITY TO DETERMINE INTEREST RATE.

If prior to the first day of any Interest Period, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Adjusted Eurodollar Rate or the Eurodollar Rate for such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers and the Lenders when such conditions no longer exist. If such notice is given (a) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans and (b) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to Eurodollar Loans.

3.10. ILLEGALITY.

Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof occurring after the Closing Date shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Credit Agreement, (a) such Lender shall promptly give written notice of such circumstances to the Borrowers and the Administrative Agent (which notice shall be promptly withdrawn whenever such circumstances no longer exist), (b) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert a Base Rate Loan to Eurodollar Loans shall forthwith be cancelled and, until such time as it shall no longer be unlawful for such Lender to make or maintain Eurodollar Loans, such Lender shall then have a commitment only to make a Base Rate Loan when a Eurodollar Loan is requested and (c) such Lender's Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrowers shall pay to such Lender such amounts, if any, as may be required pursuant to Section 3.13; provided that no such payments shall be required if the conversion of a Eurodollar Loan occurs within 30 days of the last day of the Interest Period of such Eurodollar Loan.

3.11. REQUIREMENTS OF LAW.

If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the Closing Date (or, if later, the date on which such Lender becomes a Lender):

(a) shall subject such Lender to any tax of any kind whatsoever with respect to any Eurodollar Loans made by it, or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 3.12 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations (if any) under Section 3.12(b)) and changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its applicable lending office, branch, or any Affiliate thereof);

(b) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate hereunder; or

(c) shall impose on such Lender any other condition (excluding any tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrowers from such Lender, through the Administrative Agent, in accordance herewith, the Borrowers shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable, provided that, in any such case, the Borrowers may elect to convert the Eurodollar Loans made by such Lender hereunder to Base Rate Loans by giving the Administrative Agent at least one Business Day's notice of such election, in which case the Borrowers shall promptly pay to such Lender, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 3.13. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.11, it shall provide prompt notice thereof to the Borrowers, through the Administrative Agent, certifying (x) that one of the events described in this
Section 3.11 has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to this Section 3.11 submitted by such Lender, through the Administrative Agent, to the Borrowers shall be conclusive and binding on the parties hereto in the absence of manifest error. This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

3.12. TAXES.

(a) Except as provided below in this Section 3.12, all payments made by the Borrowers under this Credit Agreement and any Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any court, or governmental body, agency or other official, excluding taxes measured by or imposed upon the overall net income of any Lender or its applicable lending office, or any branch or Affiliate thereof, and all franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or net worth of any Lender or its applicable lending office, or any branch or Affiliate thereof, in each case imposed in lieu of net income taxes: (i) by the jurisdiction under the laws of which such Lender, applicable lending office, branch or Affiliate is organized or is located, or in which its principal executive office is located, or any nation within which such jurisdiction is located or any political subdivision thereof; or (ii) by reason of any connection between the jurisdiction imposing such tax and such Lender, applicable lending office, branch or Affiliate other than a connection arising solely from such Lender having executed, delivered or performed its obligations, or received payment under or enforced, this Credit Agreement or any Notes. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder or under any Notes, (a) the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest on any such other amounts payable hereunder at the rates or in the amounts specified in this Credit Agreement and any Notes, provided, however, that the Borrowers shall be entitled to deduct and withhold any Non-Excluded Taxes and shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof if such Lender fails to comply with the requirements of paragraph (b) of

this Section 3.12 whenever any Non-Excluded Taxes are payable by the Borrowers, and (b) as promptly as possible after request therefor the Borrowers shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrowers showing payment thereof. If the Borrowers fail to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fail to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrowers shall indemnify the Administrative Agent and any Lender for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this subsection shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

(b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof shall:

(i) (A) on or before the date of any payment by the Borrowers under this Credit Agreement or Notes to such Lender, deliver to the Borrowers and the Administrative Agent (x) two duly completed copies of United States Internal Revenue Service Form W8-BEN or W8-ECI, or successor applicable form, as the case may be, certifying that it is entitled to receive payments under this Credit Agreement and any Notes without deduction or withholding of any United States federal income taxes and (y) an Internal Revenue Service Form W-8 or W-9, or successor applicable form, as the case may be, certifying that it is entitled to an exemption from United States backup withholding tax;

(B) deliver to the Borrowers and the Administrative Agent two further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrowers; and

(C) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Borrowers or the Administrative Agent; or

(ii) in the case of any such Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, such Lender shall (a) represent to the Borrowers (for the benefit of the Borrowers and the Administrative Agent) that it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (b) furnish to the Borrowers, on or before the date of any payment by the Borrowers, with a copy to the Administrative Agent, two accurate and complete original signed copies of Internal Revenue Service Form W-8, or successor applicable form certifying to such Lender's legal entitlement at the date of such certificate to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the Internal Revenue Code with respect to payments to be made under this Credit Agreement and any Notes (and to deliver to the Borrowers and the Administrative Agent two further copies of such form on or before the date it expires or becomes obsolete and after the occurrence of any event requiring a change in the most recently provided form and, if necessary, obtain any extensions of time reasonably requested by the Borrowers or the Administrative Agent for filing and completing such forms), and (c) agree, to the extent legally entitled to do so, upon reasonable request by the Borrowers, to provide to the Borrowers (for the benefit of the Borrowers and the Administrative Agent) such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from withholding with respect to payments under this Credit Agreement and any Notes.

Notwithstanding the above, if any change in treaty, law or regulation has occurred after the date such Person becomes a Lender hereunder which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrowers and the Administrative Agent then such Lender shall be exempt from such requirements. Each Person that shall become a Lender or a participant of a Lender pursuant to Section 11.3 shall, upon the effectiveness of the related transfer, and if applicable, be required to provide all of the forms, certifications and statements required pursuant to this subsection (b); provided that in the case of a participant of a Lender, the obligations of such participant of a Lender pursuant to this subsection (b) shall be determined as if such participant of a Lender were a Lender except that such participant of a Lender shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased.

3.13. COMPENSATION.

The Borrowers promise to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of (a) default by the Borrowers in making a borrowing of, conversion into or continuation of Eurodollar Loans, after the Borrowers have given a notice requesting the same in accordance with the provisions of this Credit Agreement, (b) default by the Borrowers in making any prepayment of a Eurodollar Loan after the Borrowers have given a notice thereof in accordance with the provisions of this Credit Agreement and (c) any continuation, conversion, payment or prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnification shall be calculated by the Administrative Agent and shall include, without limitation, an amount equal to (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Loans provided for herein minus (ii) the amount of interest which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. The agreements in this Section 3.13 shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, any prepayment of a Eurodollar Loan made hereunder (as a result of a mandatory requirement of this Credit Agreement) within thirty (30) days of the end of the Interest Period with respect to such Eurodollar Loan, shall not be subject to this Section 3.13.

3.14. MITIGATION; MANDATORY ASSIGNMENT.

Each Lender shall use reasonable efforts to avoid or mitigate any increased cost or suspension of the availability of an interest rate under Sections 3.8 through 3.13 inclusive to the greatest extent practicable (including transferring the Loans to another lending office or one of its Affiliates) unless, in the opinion of such Lender, such efforts would be likely to have an adverse effect upon it. In the event a Lender makes a request to the Borrowers for additional payments in accordance with Section 3.8, 3.9, 3.10, 3.11, 3.12 or 3.13 or a Lender becomes a Defaulting Lender, then, provided that no Default or Event of Default has occurred and is continuing at such time, the Borrowers may, at their own expense (such expense to include any transfer fee payable to the Administrative Agent under Section 11.3(b) and any expense pursuant to Section 3.13), and in their sole discretion, require such Lender to transfer and assign in whole (but not in part), without recourse (in accordance with and subject to the terms and conditions of Section 11.3(b)), all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee which shall assume such assigned obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (a) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (b) the Borrowers or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Loans hereunder held by such assigning Lender and all other amounts owed to such assigning Lender hereunder, including amounts owed pursuant to Sections 3.8 through 3.13. Notwithstanding such assignment, and without limiting any other provision of this Credit Agreement, such assigning Lender shall continue to benefit from the provisions of Sections 3.8, 3.11, 3.12 and 11.5 with respect to the period before the effectiveness of such assignment.

SECTION 4

GUARANTY

4.1. GUARANTY OF PAYMENT.

Subject to Section 4.7, each of the Guarantors hereby, jointly and severally, absolutely, irrevocably and unconditionally guarantees to each Lender the prompt payment of the Obligations in cash in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise). This Guaranty is a guaranty of payment and not of collection and is a continuing guaranty and shall apply to all Obligations whenever arising.

4.2. OBLIGATIONS UNCONDITIONAL.

The obligations of the Guarantors hereunder are absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor agrees that this Guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other of the Credit Documents or any collateral, if any, hereafter

securing the Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrowers or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other Guarantor of the Obligations for amounts paid under this Guaranty until such time as the Lenders have been paid in full, all Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes or any of the other Credit Documents or foreclosing any security interest in or Lien on any collateral, if any, securing the Obligations or from exercising any other rights available to any of them under this Credit Agreement, the Notes, any of the other Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent, irrevocable and unconditional under any and all circumstances. Neither any Guarantor's obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrowers or by reason of the bankruptcy or insolvency of the Borrowers. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this Guaranty or acceptance of this Guaranty. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantors further agree to all rights of set-off as set forth in
Section 11.2.

4.3. MODIFICATIONS.

Each Guarantor agrees that (a) all or any part of the security now or hereafter held for the Obligations, if any, may be exchanged, compromised or surrendered from time to time; (b) the Lenders shall not have any obligation to protect, perfect, secure or insure any such security interests, liens or encumbrances now or hereafter held, if any, for the Obligations or the properties subject thereto; (c) the time or place of payment of the Obligations may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; (d) the Borrowers and any other party liable for payment under the Credit Documents may be granted indulgences generally; (e) any of the provisions of the Notes or any of the other Credit Documents may be modified, amended or waived; (f) any party (including any co-guarantor) liable for the payment thereof may be granted indulgences or be released; and (g) any deposit balance for the credit of the Borrowers or any other party liable for the payment of the Obligations or liable upon any security therefor may be released, in whole or in part, at, before or after the stated, extended or accelerated maturity of the Obligations, all without notice to or further assent by such Guarantor, which shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release.

4.4. WAIVER OF RIGHTS.

Each Guarantor expressly waives to the fullest extent permitted by applicable law: (a) notice of acceptance of this Guaranty by the Lenders and of all extensions of credit to the Borrowers by the Lenders; (b) presentment and demand for payment or performance of any of the Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Obligations or with respect to any security therefor; (d) notice of the Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest, lien or encumbrance, if any, hereafter securing the Obligations, or the Lenders' subordinating, compromising, discharging or releasing such security interests, liens or encumbrances, if any; (e) all other notices to which such Guarantor might otherwise be entitled; and (f) the benefit of any laws that exonerate or limit the liability of guarantors or sureties, and any defenses provided by these laws.

4.5. REINSTATEMENT.

The obligations of the Guarantors under this Guaranty shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) incurred by the Administrative Agent or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

4.6. REMEDIES.

The Guarantors agree that, as between the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, the Obligations may be declared to be forthwith due and payable as provided in Section 9 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 9) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or such Obligations being deemed to have become automatically due and payable), such Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors.

4.7. LIMITATION OF GUARANTY.

It is the intention and agreement of the Guarantors, the Administrative Agent and the Lenders that the obligations of each Guarantor hereunder shall be valid and enforceable against each Guarantor to the maximum extent permitted by applicable law. Notwithstanding any provision to the contrary contained herein or in any of the other Credit Documents, to the extent the obligations of any Guarantor shall be adjudicated or declared to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

4.8. RIGHTS OF CONTRIBUTION.

The Credit Parties agree among themselves that, in connection with payments made hereunder, each Credit Party shall have contribution rights against the other Credit Parties as permitted under applicable law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of the Credit Parties under the Credit Documents and no Credit Party shall exercise such rights of contribution until all the Obligations have been paid in full and the Commitments terminated.

SECTION 5

CONDITIONS PRECEDENT

5.1. CLOSING CONDITIONS.

The obligation of the Lenders to enter into this Credit Agreement and make the Term Loans is subject to satisfaction of the following conditions:

(a) Executed Credit Documents. Receipt by the Administrative Agent of duly executed copies of: (i) this Credit Agreement; (ii) the Notes; and (iii) all other Credit Documents required to be delivered on or before the Effective Date, each in form and substance reasonably acceptable to the Administrative Agent in its sole discretion.

(b) Partnership Documents. With respect to each Credit Party that is a partnership, receipt by the Administrative Agent of the following:

(i) Partnership Agreements. Certified copies of the partnership agreement of such Credit Party, together with all amendments thereto.

(ii) Certificates of Good Standing or Existence. A certificate of good standing or existence for such Credit Party issued as of a recent date by its state of organization and each other state where the failure to qualify or be in good standing could have a Material Adverse Effect.

(c) Corporate Documents. With respect to each Credit Party that is a corporation, receipt by the Administrative Agent of the following:

(i) Charter Documents. Copies of the articles or certificates of incorporation or other charter documents of such Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.

(ii) Bylaws. A copy of the bylaws of such Credit Party certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.

(iii) Good Standing. Copies of certificates of good standing, existence or their equivalent with respect to such Credit Party certified as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of incorporation and each other jurisdiction in which the failure to so qualify and be in good standing could have a Material Adverse Effect.

(d) Limited Liability Company Documents. With respect to each Credit Party that is a limited liability company, receipt by the Administrative Agent of the following:

(i) Certificate of Formation. A copy of the certificate of formation of such Credit Party certified to be true and complete by the appropriate Governmental Authority of the state or jurisdiction of its formation and certified by the sole or managing member of such Credit Party to be true and correct as of the Closing Date.

(ii) Operating Agreement. A copy of the Operating Agreement of such Credit Party certified by the sole or managing member of such Credit Party to be true and correct as of the Closing Date.

(iii) Good Standing. Copies of certificates of good standing, existence or their equivalent with respect to such Credit Party certified as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of formation and each other jurisdiction in which the failure to so qualify and be in good standing could have a Material Adverse Effect.

(e) Trust Documents. With respect to BRT, receipt by the Administrative Agent of the following:

(i) Declaration of Trust. A copy of the Declaration of Trust of BRT certified to be true and complete by the appropriate Governmental Authority of the state or jurisdiction of its formation and certified by the secretary of BRT to be true and correct as of the Closing Date.

(ii) Bylaws. A copy of the Bylaws of BRT certified by the trustee of BRT to be true and complete as of the Closing Date.

(iii) Resolutions. Copies of the resolutions of the Board of Trustees of BRT approving and adopting the Credit Documents to which it and each Credit Party is a party, the transactions contemplated therein and authorizing execution and delivery thereof by and on behalf of itself and each Credit Party.

(iv) Good Standing. Copies of certificates of good standing, existence or their equivalent with respect to BRT certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of formation and each other jurisdiction in which the failure to so qualify and be in good standing could have a Material Adverse Effect.

(v) Incumbency. An incumbency certificate with respect to each of the Credit Parties, certified by a secretary or assistant secretary of BRT to be true and correct as of the Closing Date.

(f) Financial Statements. Receipt and approval by the Lenders of: (i) the consolidated financial statements of the Credit Parties and their Subsidiaries for the fiscal year ended December 31, 2003, including balance sheets and income and cash flow statements, audited by nationally recognized independent public accountants and containing an unqualified opinion of such firm that such statements present fairly, in all material respects, the consolidated financial condition and results of operations of such Person, and are prepared in conformity with GAAP, (ii) unaudited interim consolidated financial statements of the Credit Parties and their Subsidiaries for the six months ended June 30, 2004, including balance sheets and income and cash flow statements, accompanied by a certificate of the chief financial officer of BRT to the effect that such interim financial statements fairly present in all material respects the financial condition and results of operations of the Credit Parties and their Subsidiaries and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments and (iii) unaudited consolidated financial statements of the Credit Parties and their Subsidiaries for the fiscal year ended December 31, 2003 and for the six months ended June 30, 2004, prepared on a Pro Forma Basis giving effect to the Acquisition and related transactions as if each had occurred on and as of the first day of the relevant period.

(g) Fees and Expenses. Payment by the Borrowers of all fees and expenses owed by them to the Lenders and the Administrative Agent (including pursuant to Section 11.5 hereof), including, without limitation, payment to the Administrative Agent of the fees set forth herein and in the Fee Letter.

(h) Opinion of Counsel. Receipt by the Administrative Agent of opinions (which shall cover, among other things, authority, legality, validity, no conflict, binding effect and enforceability), satisfactory to the Administrative Agent, addressed to the Administrative Agent and the Lenders and dated as of the Effective Date, from legal counsel to the Credit Parties.

(i) Material Adverse Effect. There shall not have occurred a change since June 30, 2004 that has had or could reasonably be expected to have a Material Adverse Effect.

(j) Litigation. There shall not exist any pending or threatened action, suit, investigation or proceeding in any court or before any arbitrator or Governmental Authority against a Credit Party or any of its Subsidiaries that would have or would reasonably be expected to have a Material Adverse Effect.

(k) Officer's Certificate. The Administrative Agent shall have received a certificate of the Borrowers on behalf of the Credit Parties as of the Closing Date stating that (i) the Credit Parties and each of their Subsidiaries are in compliance with all existing material financial obligations, (ii) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority that purports to affect a Credit Party or any

transaction contemplated by the Credit Documents, if such action, suit, investigation or proceeding could have or could be reasonably expected to have a Material Adverse Effect, (iii) the financial statements and information delivered pursuant to Section 5.1(f) were prepared in good faith and (iv) immediately after giving effect to this Credit Agreement, the other Credit Documents and all the transactions contemplated herein and therein to occur on such date, (A) each of the Credit Parties is Solvent, (B) no Default or Event of Default exists, (C) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects, and (D) the Credit Parties and their Subsidiaries are in compliance as of June 30, 2004 with each of the financial covenants set forth in Section 7.2.

(l) Consents and Approvals. All governmental, shareholder, partner, member and third-party consents and approvals necessary or, in the opinion of the Administrative Agent, desirable in connection with the making of the Term Loans and the transactions contemplated under the Credit Documents shall have been duly obtained and shall be in full force and effect, and a copy of each such consent or approval shall have been delivered to the Administrative Agent.

(m) Existing Term Loan Credit Agreement. Immediately after giving effect to the making of the requested Term Loans, all loans and obligations under the Existing Term Loan Credit Agreement shall have been satisfied and discharged and the commitments thereunder shall have been terminated, and the Administrative Agent shall have received satisfactory evidence thereof.

(n) Existing Revolving Credit Agreement. Borrowers shall have obtained and there shall be in full force and effect the First Amendment to the Existing Revolving Credit Agreement, the effect of which shall permit the consummation of the Acquisition and all related transactions contemplated under the Contribution Agreement and the Credit Documents, and the Administrative Agent shall have received satisfactory evidence thereof.

(o) Delivery of Notice. The Borrowers shall have delivered a Notice of Borrowing, duly executed and completed, by the time specified in Section 2.1(a).

(p) No Default. No Default or Event of Default shall exist or be continuing either prior to or after giving effect thereto and to the application of the proceeds therefrom.

(q) Restrictions on Loans. After giving effect to the making of the requested Term Loans, the Borrowers shall be in compliance with the terms of
Section 2.1(e).

(r) Contributor Guaranty. The Lenders shall have received the Contributor Guaranty, duly executed by the Contributors, together with such other documents, instruments, certificates and opinions (which shall cover, among other things, authority, legality, validity, binding effect and enforceability) of counsel to the Contributors, all of which shall be satisfactory to the Administrative Agent.

(s) Acquisition. The Acquisition shall have been consummated in accordance with applicable requirements of law and upon receipt of all necessary or, in the discretion of the Administrative Agent, advisable governmental and third party approvals, and no material provision of the Contribution Agreement shall have been amended, waived or otherwise modified without the prior written consent of each of the Administrative Agent and the Required Lenders.

(t) Capital Structure. As of the Effective Date and after giving effect to the Acquisition and related transactions, (x) the capital and ownership structure of the Combined Parties shall be in the form set forth on Exhibit 6.16, (y) all of the existing indebtedness of the Target and its Subsidiaries shall have been repaid, other than the Existing Debt and (z) the consummation of the Acquisition shall not have resulted in a default, event of default, prepayment or acceleration of all or any portion of the Existing Debt.

(u) Other. Receipt by the Lenders of such other documents, instruments, agreements or information as reasonably and timely requested by any Lender, including, but not limited to, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership and contingent liabilities of the Credit Parties and their Subsidiaries.

SECTION 6

REPRESENTATIONS AND WARRANTIES

The Credit Parties hereby represent to the Administrative Agent and each Lender that:

6.1. FINANCIAL CONDITION.

The financial statements delivered to the Lenders pursuant to Section 5.1(f) and Section 7.1(a) and (b): (a) have been prepared in accordance with GAAP (subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end audit adjustments) and (b) present fairly the consolidated financial condition, results of operations and cash flows of the Credit Parties and their Subsidiaries as of such date and for such periods. Since December 31, 2003, there has been no sale, transfer or other disposition by any Credit Party or any of its Subsidiaries of any material part of the business or property of the Credit Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock or other equity interests of any other Person) material in relation to the consolidated financial condition of the Credit Parties and their Subsidiaries, taken as a whole, in each case, which, is not (i) reflected in the most recent financial statements delivered to the Lenders pursuant to Section 5.1(f) and Section 7.1 or in the notes thereto or
(ii) otherwise permitted by the terms of this Credit Agreement.

6.2. ABSENCE OF ANY UNDISCLOSED LIABILITIES.

There are no liabilities of the Borrower or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in any such liabilities, other than those liabilities provided for or disclosed in the most recently delivered financial statements, which would be reasonably expected to have a Material Adverse Effect.

6.3. NO MATERIAL CHANGE.

Since the later of June 30, 2004 or the date of the last Loan made under this Credit Agreement, there has been no development or event relating to or affecting a Combined Party which has had or would be reasonably expected to have a Material Adverse Effect.

6.4. ORGANIZATION AND GOOD STANDING.

Each Credit Party (a) is either a partnership, a corporation, a limited liability company or a REIT duly organized or formed, validly existing and in good standing under the laws of the state (or other jurisdiction) of its organization or formation, (b) is duly qualified and in good standing as a foreign partnership, a foreign corporation, a foreign limited liability company or a foreign REIT and authorized to do business in every other jurisdiction where the failure to be so qualified, in good standing or authorized would have or would reasonably be expected to have a Material Adverse Effect and (c) has the power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted.

6.5. DUE AUTHORIZATION.

Each Credit Party (a) has the power and authority to execute, deliver and perform this Credit Agreement and the other Credit Documents to which it is a party and to incur the obligations herein and therein provided for and to consummate the transactions contemplated herein and therein and (b) is duly authorized, and has been authorized by all necessary action, to execute, deliver and perform this Credit Agreement and the other Credit Documents to which it is a party and to consummate the transactions contemplated herein and therein.

6.6. NO CONFLICTS.

Neither the execution and delivery of the Credit Documents, nor the consummation of the transactions contemplated herein and therein, nor the performance of or compliance with the terms and provisions hereof and thereof by a Credit Party will (a) violate or conflict with any provision of its organizational or governing documents, (b) violate, contravene or materially conflict with any Requirement of Law or any other law, regulation (including, without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the violation of which would have or would be reasonably expected to have a Material Adverse Effect, or (d) result in or require the creation of any Lien upon or with respect to its properties.

6.7. CONSENTS.

Except for consents, approvals, authorizations and orders that have been obtained, and filings, registrations and qualifications that have been made, no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party in respect of any Credit Party is required in connection with the execution, delivery or performance of this Credit Agreement or any of the other Credit Documents by such Credit Party or the consummation of the transactions contemplated herein and therein.

6.8. ENFORCEABLE OBLIGATIONS.

This Credit Agreement and the other Credit Documents to which it is a party have been duly executed and delivered and constitute legal, valid and binding obligations of each Credit Party enforceable against such Credit Party in accordance with their respective terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors' rights generally or by general equitable principles.

6.9. NO DEFAULT.

No Combined Party is in default in any respect under any contract, lease, loan agreement, indenture, mortgage, security agreement or other agreement or obligation to which it is a party or by which any of its properties is bound which default would have or would be reasonably expected to have a Material Adverse Effect. No Default or Event of Default has occurred or exists except as previously disclosed in writing to the Lenders.

6.10. OWNERSHIP.

Each Credit Party and each of its Subsidiaries is the owner of, and has good and marketable title to, all of its respective assets and none of such assets is subject to any Lien other than Permitted Liens.

6.11. INDEBTEDNESS.

The Credit Parties and their Subsidiaries have no Indebtedness except as otherwise permitted by this Credit Agreement.

6.12. LITIGATION.

There are no actions, suits or legal, equitable, arbitration or administrative proceedings or investigations, pending or, to the knowledge of any Credit Party, threatened, against a Combined Party which would have or would be reasonably expected to have a Material Adverse Effect.

6.13. TAXES.

Each Credit Party, and each of its Subsidiaries, has filed, or caused to be filed, all tax returns (federal, state, local and foreign) required to be filed and has paid (a) all amounts of taxes shown thereon to be due (including interest and penalties) and (b) all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (i) which are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP. No Credit Party is aware of any material proposed tax assessments against it or any of its Subsidiaries.

6.14. COMPLIANCE WITH LAW.

Each Combined Party is in compliance with all Requirements of Law and all other laws, rules, regulations, orders and decrees (including without limitation Environmental Laws) applicable to it, or to its properties, unless such failure to comply would not have or would not be reasonably expected to have a Material Adverse Effect. No Requirement of Law would be reasonably expected to cause a Material Adverse Effect.

6.15. COMPLIANCE WITH ERISA.

Except as would not result in or be reasonably expected to result in a Material Adverse Effect:

(a) During the five-year period prior to the date on which this representation is made or deemed made: (i) no ERISA Event has occurred, and, to the best of each Credit Party's, each Subsidiary of a Credit Party's and each ERISA Affiliate's knowledge, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan.

(b) The actuarial present value of all "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed made (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan.

(c) No Credit Party, Subsidiary of a Credit Party or ERISA Affiliate has incurred, or, to the best of each such party's knowledge, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. No Credit Party, Subsidiary of a Credit Party or ERISA Affiliate would become subject to any withdrawal liability under ERISA if any such party were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Credit Party, Subsidiary of a Credit Party or ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best of each such party's knowledge, reasonably expected to be in reorganization, insolvent, or terminated.

(d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability.

(e) No Credit Party, Subsidiary of a Credit Party or ERISA Affiliate has material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

6.16. ORGANIZATION STRUCTURE/SUBSIDIARIES.

As of the Closing Date, (a) Schedule 6.16 is a complete and accurate organization chart of the Combined Parties, and (b) no Credit Party has any Subsidiaries or owns an interest, directly or indirectly, in any joint venture, except as set forth on Schedule 6.16. The outstanding equity interest of all Subsidiaries of the Credit Parties are validly issued, fully paid and non-assessable and are owned by the Credit Parties free and clear of all Liens. Schedule 6.16 shall be updated as of the end of each fiscal quarter as set forth in Section 7.1(c). Each owner of an Unencumbered Property is a Credit Party.

6.17. USE OF PROCEEDS; MARGIN STOCK.

The proceeds of the Loans will be used solely for the purposes specified in Section 7.10. None of the proceeds of the Loans will be used in a manner that would violate Regulation U, Regulation X, or Regulation T. No proceeds of the Loans will be used for the acquisition of another Person unless the board of directors (or other comparable governing body) or stockholders (or other equity owners), as appropriate, of such Person has approved such acquisition.

6.18. GOVERNMENT REGULATION.

No Credit Party, nor any of its Subsidiaries, is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Investment Company Act of 1940 or the Interstate Commerce Act, each as amended. No director, executive officer or principal shareholder of a Credit Party or any of its Subsidiaries is a director, executive officer or principal shareholder of any Lender. For the purposes hereof the terms "director," "executive officer" and "principal shareholder" (when used with reference to any Lender) have the respective meanings assigned thereto in Regulation O.

6.19. ENVIRONMENTAL MATTERS.

(a) Except as would not have or be reasonably expected to have a Material Adverse Effect:

(i) Each of the Properties and all operations at the Properties are in material compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Properties or the businesses operated by a Credit Party or any of its Subsidiaries (the "Businesses"), and there are no conditions relating to the Businesses or Properties that would be reasonably expected to give rise to liability under any applicable Environmental Laws.

(ii) No Credit Party, nor any of its Subsidiaries, has received any written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding Hazardous Materials or compliance with Environmental Laws with regard to any of the Properties or the Businesses, nor does any Credit Party or any of its Subsidiaries have knowledge that any such notice is being threatened.

(iii) Hazardous Materials have not been transported or disposed of from the Properties, or generated, treated, stored or disposed of at, on or under any of the Properties or any other location, in each case by, or on behalf or with the permission of, any Credit Party or any of its Subsidiaries in a manner that would reasonably be expected to give rise to liability under any applicable Environmental Law.

(iv) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of any Credit Party or any of its Subsidiaries, threatened, under any Environmental Law to which any Credit Party or any of its Subsidiaries is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Credit Party or any of its Subsidiaries, the Properties or the Businesses, in any amount reportable under the federal Comprehensive Environmental Response, Compensation and Liability Act or any analogous state law, except releases in compliance with all Environmental Laws.

(v) There has been no release or threat of release of Hazardous Materials at or from the Properties, or arising from or related to the operations (including, without limitation, disposal) of a Credit Party or any of its Subsidiaries in connection with the Properties or otherwise in connection with the Businesses except in compliance with Environmental Laws.

(vi) None of the Properties contains, or to the best knowledge of the Credit Parties and their Subsidiaries has previously contained, any Hazardous Materials at, on or under the Properties in amounts or concentrations that, if released, constitute or constituted a violation of, or could give rise to liability under, Environmental Laws.

(vii) No Credit Party, nor any of its Subsidiaries, has assumed any liability of any Person (other than a Borrower) under any Environmental Law.

(b) Each Credit Party, and each of its Subsidiaries, has adopted procedures that are designed to (i) ensure that each such party, any of its operations and each of the properties owned or leased by such party remains in compliance with applicable Environmental Laws and (ii) minimize any liabilities or potential liabilities that each such party, any of its operations and each of the properties owned or leased by each such party may have under applicable Environmental Laws.

6.20. SOLVENCY.

Each Credit Party, is and, after consummation of the transactions contemplated by this Credit Agreement, will be Solvent.

6.21. INVESTMENTS.

All Investments of the Credit Parties and their Subsidiaries are Permitted Investments.

6.22. LOCATION OF PROPERTIES.

As of the Closing Date, set forth on Schedule 6.22 is (a) a list of all Properties (with street address, county and state where located) and the owner of such Property and (b) a list of all Unencumbered Properties. Schedule 6.22 shall be updated as of the end of each fiscal quarter as set forth in Section 7.1(c).

6.23. DISCLOSURE.

Neither this Credit Agreement nor any financial statements delivered to the Lenders nor any other document, certificate or statement furnished to the Lenders by or on behalf of any Credit Party in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein not misleading in light of the circumstances in which made; provided, however, that the Credit Parties make no representation or warranty regarding the information delivered pursuant to Section 7.1(i).

6.24. LICENSES, ETC.

The Combined Parties have obtained, and hold in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, accreditations, easements, rights of way and other rights, consents and approvals which are necessary for the operation of their respective businesses as presently conducted, except where the failure to obtain the same would not have or would not reasonably be expected to have a Material Adverse Effect.

6.25. NO BURDENSOME RESTRICTIONS.

No Combined Party is a party to any agreement or instrument or subject to any other obligation or any charter or corporate restriction or any provision of any applicable law, rule or regulation which, individually or in the aggregate, would have or would be reasonably expected to have a Material Adverse Effect.

6.26. EXCLUDED MATERIAL SUBSIDIARIES.

With respect to the Excluded Material Subsidiaries:

(a) Brandywine Holdings I, Inc. holds a nominal interest in BOP to ensure that BOP will at all times have at least two partners, and has no other activity and owns no other assets.

(b) Each of The Association at Allendale, Inc. and Princeton Pike V, VI & VII Condominium Association, Inc. is a non-profit corporation that holds no assets and whose activities are limited to managing the common spaces of its respective condominium property.

(c) Each of the remaining Excluded Materials Subsidiaries (i) is an entity which is subject to provisions in its charter documents that require it to be a "bankruptcy remote" or "single purpose" entity and therefore prohibit it from, among other things, guaranteeing or becoming jointly and severally liable for the Indebtedness of others or (ii) otherwise is excluded for the reasons set forth on Schedule 6.26.

6.27. FOREIGN ASSETS CONTROL REGULATIONS, ETC.

None of the requesting or borrowing of the Loans or the use of the proceeds of any thereof will violate the Trading With the Enemy Act (50 U.S.C.
Section 1 et seq., as amended) (the "TRADING WITH THE ENEMY ACT") or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the "FOREIGN ASSETS CONTROL REGULATIONS") or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the "EXECUTIVE ORDER"). Furthermore, neither Borrower nor any of their Subsidiaries or other Affiliates (a) is or will become a "blocked person" as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such "blocked person".

SECTION 7

AFFIRMATIVE COVENANTS

Each Credit Party hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Obligations have been paid in full and the Commitments hereunder shall have terminated:

7.1. INFORMATION COVENANTS.

The Borrowers will furnish, or cause to be furnished, to the Administrative Agent and, except as otherwise set forth in this Section, each of the Lenders:

(a) Annual Financial Statements. As soon as available, and in any event within ninety (90) days after the close of each fiscal year of the Credit Parties, a consolidated balance sheet and income statement of the Credit Parties and their Subsidiaries as of the end of such fiscal year, together with related consolidated statements of operations and retained earnings and of cash flows for such fiscal year, setting forth in comparative form consolidated figures as of the end of and for the preceding fiscal year, all such financial information described above to be in reasonable form and detail and audited by independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP (except for changes with which such accountants concur) and shall not be limited as to the scope of the audit or qualified in any manner.

(b) Quarterly Financial Statements. As soon as available, and in any event within forty-five (45) days after the close of each fiscal quarter of the Credit Parties (other than the fourth fiscal quarter), a consolidated balance sheet and income statement of the Credit Parties and their Subsidiaries, as of the end of such fiscal quarter, together with related consolidated statements of operations and retained earnings and of cash flows for such fiscal quarter in each case setting forth in comparative form consolidated figures for (A) the corresponding quarter end and quarterly period of the preceding fiscal year and (B) management's proposed budget for such period, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of the chief financial officer of BOP to the effect that such quarterly financial statements fairly present in all material respects the financial condition and results of operations of the Credit Parties and their Subsidiaries and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments. The information required pursuant to this subsection
(b) shall be delivered in both electronic and printed form.

(c) Officer's Certificate. At the time of delivery of the financial statements provided for in Sections 7.1(a) and 7.1(b), a certificate of the chief financial officer or chief executive officer of BRT, substantially in the form of Exhibit 7.1(c), (i) demonstrating compliance with the financial covenants contained in Section 7.2 by calculation thereof as of the end of each such fiscal period, including such detail and supporting documentation as reasonably requested by the Administrative Agent (ii) stating that no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Borrowers propose to take with respect thereto, (iii) providing information regarding (A) Investments in a manner to demonstrate compliance with Section 8.6 and (B) dividends and redemption of shares in a manner to demonstrate compliance with
Section 8.7 and (iv) updating Schedule 6.16 and Schedule 6.22 as appropriate. Such certificate shall be delivered in both electronic and printed form.

(d) Accountant's Certificate. Within the period for delivery of the annual financial statements provided in Section 7.1(a), a certificate of the accountants conducting the annual audit stating that they have reviewed this Credit Agreement and stating further whether, in the course of their audit, they have become aware of any Default or Event of Default and, if any such Default or Event of Default exists, specifying the nature and extent thereof.

(e) Annual Information and Projections. Within thirty (30) days after the end of each fiscal year of the Credit Parties, all such financial information regarding the Credit Parties and their Subsidiaries and specifically regarding the Properties, as the Administrative Agent shall reasonably request, including, but not limited to, partnership, limited liability company and joint venture agreements, property cash flow projections, property budgets, actual and budgeted capital expenditures, operating statements (current year and immediately preceding year, if the Property existed as a Property in the immediately preceding year), mortgage information, rent rolls, lease expiration reports, leasing status reports, notes payable summary, bullet notes summary, equity funding requirements, contingent liability summary, lines of credit summary, lines of credit collateral summary, wrap notes and notes receivable summary, schedule of outstanding letters of credit, summary of cash and Cash Equivalents, projection of management and leasing fees and overhead budgets.

(f) Auditor's Reports. Promptly upon receipt thereof, a copy of any "management letter" submitted by independent accountants to any Credit Party or any of its Subsidiaries in connection with any annual, interim or special audit of the books of such Credit Party or any of its Subsidiaries.

(g) Reports. Promptly, (i) and in any case within five (5) days of receipt or transmission thereof, copies of any filings and registrations with, and reports to or from, the Securities and Exchange Commission, or any successor agency, and copies of all financial statements, proxy statements, notices and reports as any Credit Party or any of its Subsidiaries shall send to its shareholders, members or partners generally, (ii) and in any case within ten
(10) days of filing thereof, copies of all income tax returns filed by a Credit Party and (iii) upon the written request of the Administrative Agent, all reports and written information to and from the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safety matters, or any successor agencies or authorities concerning environmental, health or safety matters; provided, however, that if any such transmissions are done electronically, the Borrowers shall instead promptly notify the Administrative Agent of same and provide information on how to retrieve such information.

(h) Notices. Upon a Credit Party obtaining knowledge thereof, such Credit Party will give written notice to the Administrative Agent (which shall promptly forward such notice to the Lenders) immediately of (i) the occurrence of an event or condition consisting of a Default or Event of Default, specifying the nature and existence thereof and what action the Credit Parties propose to take with respect thereto, (ii) the occurrence of any of the following with respect to any Credit Party or any of its Subsidiaries: (A) the pendency or commencement of any litigation or arbitral or governmental proceeding against any Credit Party or any of its Subsidiaries which if adversely determined would have or would be reasonably expected to have a Material Adverse Effect, or (B) the institution of any proceedings against any Credit Party or any of its Subsidiaries with respect to, or the receipt of notice by such Person of potential liability or responsibility for, violation, or alleged violation, of any federal, state or local law, rule or regulation, including, but not limited to, Environmental Laws, the violation of which would have or would be reasonably expected to have a Material Adverse Effect, and (iii) the occurrence of any enforcement or notice to enforce a completion guaranty and within five Business Days thereafter provide evidence that the remaining costs to complete the applicable project are covered by a construction loan and/or surety bond.

(i) ERISA. Upon a Credit Party or any ERISA Affiliate obtaining knowledge thereof, the Credit Parties will give written notice to the Administrative Agent promptly (and in any event within five Business Days) of:
(i) any event or condition, including, but not limited to, any Reportable Event, that constitutes, or might reasonably lead to, an ERISA Event; (ii) with respect to any Multiemployer Plan, the receipt of notice as prescribed in ERISA or otherwise of any withdrawal liability assessed against a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate, or of a determination that any Multiemployer Plan is in reorganization or insolvent (both within the meaning of Title IV of ERISA); (iii) the failure to make full payment on or before the due date (including extensions) thereof of all amounts which a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate is required to contribute to each Plan pursuant to its terms as required to meet the minimum funding standard set forth in ERISA and the Code with respect thereto; or (iv) any change in the funding status of any Plan that could have a Material Adverse Effect; in each case together, with a description of any such event or condition or a copy of any such notice and a statement by the chief financial officer of the Borrowers briefly setting forth the details regarding such event, condition, or notice, and the action, if any, which has been or is being taken or is proposed to be taken by such Credit Party, Subsidiary or ERISA Affiliate with respect thereto. Promptly upon request, the Credit Parties shall furnish the Administrative Agent and the Lenders with such additional information concerning any Plan as may be reasonably requested, including, but not limited to, copies of each annual report/return (Form 5500 series), as well as all schedules and attachments thereto required to filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA and the Code, respectively, for each "plan year" (within the meaning of Section 3(39) of ERISA).

(j) Environmental.

(i) Subsequent to a notice from any Governmental Authority that would reasonably cause concern or during the existence of an Event of Default, and upon the written request of the Administrative Agent, the Credit Parties will furnish or cause to be furnished to the Administrative Agent, at the Credit Parties' expense, an updated report of an environmental assessment of reasonable scope, form and depth, including, where appropriate, invasive soil or groundwater sampling, by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any Property and as to the compliance by the Credit Parties with Environmental Laws. If the Credit Parties fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the Administrative Agent may arrange for same, and the Credit Parties hereby grant to the Administrative Agent and its representatives access to the Properties and a license of a scope reasonably necessary to undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Administrative Agent pursuant to this provision will be payable by the Credit Parties on demand and added to the Obligations.

(ii) Each of the Credit Parties and their Subsidiaries will conduct and complete all investigations, studies, sampling, and testing and all remedial, removal, and other actions necessary to address all Hazardous Materials on, from, or affecting any Property to the extent necessary to be in compliance with all Environmental Laws and all other applicable federal, state, and local laws, regulations, rules and policies and with the orders and directives of all Governmental Authorities exercising jurisdiction over such Property to the extent any failure would have or would be reasonably expected to have a Material Adverse Effect.

(k) Other Information. With reasonable promptness upon any such request, such other information regarding the Properties or regarding the business, assets or financial condition of the Credit Parties and their Subsidiaries as the Administrative Agent or any Lender may reasonably request.

7.2. FINANCIAL COVENANTS.

(a) Interest Coverage Ratio. The Interest Coverage Ratio, as of the end of each fiscal quarter of the Combined Parties for the twelve month period ending on such date, shall be greater than or equal to 2.0 to 1.0.

(b) Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio, as of the end of each fiscal quarter of the Combined Parties for the twelve month period ending on such date, shall be greater than or equal to 1.5 to 1.0.

(c) Net Worth. At all times, Net Worth shall be greater than or equal to the sum of (i) $750,000,000 plus (ii) 85% of the Net Cash Proceeds from all Equity Issuances after the Closing Date (other than Equity Issuances referred to in the following subclause (iii)) plus (iii) 85% of the actual increase in Net Worth (if any) resulting from an Equity Issuance after the Closing Date made in connection with an Incentive Stock Plan.

(d) Leverage Ratio. The Leverage Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be less than or equal to (i) .60 to 1.0 from the period from and including the Closing Date until the earlier of (A) March 31, 2005 or (B) the cancellation or termination in full of the Commitments or the repayment in full of the outstanding Term Loans (such earlier date of (A) and (B) being referred to herein as the "STEP-BACK DATE"), and (iii) .55 to 1.0 on and after the Step-back Date.

(e) Unsecured Debt Limitation. At the end of each fiscal quarter of the Combined Parties, Unsecured Debt shall be less than or equal to the sum (such sum being referred to herein as the "ADJUSTED UNENCUMBERED VALUE") of (i) Unencumbered Property Value divided by (A) 1.55 for the period from and including the Closing Date until the Step-back Date and (B) 1.75 on and after the Step-back Date plus (ii) Unencumbered Construction-in-Process and Eligible Land Value divided by 2; provided that (x) no Property shall account for more than 20% of Adjusted Unencumbered Value and (y) Unencumbered Construction-in-Process and Eligible Land Value divided by 2 shall not account for more than 25% of Adjusted Unencumbered Value.

(f) Secured Debt Ratio. The Secured Debt Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be less than or equal to .40 to 1.0.

(g) Unencumbered Cash Flow Ratio. The Unencumbered Cash Flow Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be greater than or equal to (i) 1.50 to 1.0 for the period from and including the Closing Date until the Step-back Date and (ii) 1.65 to 1.0 on and after the Step-back Date.

(h) Credit Party Assets. At all times, at least 65% of Total Asset Value must be owned by the Credit Parties.

7.3. PRESERVATION OF EXISTENCE.

Each of the Credit Parties will do all things necessary to preserve and keep in full force and effect its existence, rights, franchises and authority except as permitted by Section 8.4. Without limiting the generality of the foregoing, BRT will do all things necessary to maintain its status as a REIT.

7.4. BOOKS AND RECORDS.

Each of the Credit Parties will, and will cause its Subsidiaries to, keep complete and accurate books and records of its transactions in accordance with good accounting practices on the basis of GAAP (including the establishment and maintenance of appropriate reserves).

7.5. COMPLIANCE WITH LAW.

Each of the Credit Parties will, and will cause its Subsidiaries to, comply in all material respects with all material laws, rules, regulations and orders, and all applicable material restrictions imposed by all Governmental Authorities, applicable to it and its property (including, without limitation, Environmental Laws and ERISA).

7.6. PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

Each of the Credit Parties will, and will cause its Subsidiaries to, pay, settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that a Credit Party or any of its Subsidiaries shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) would give rise to an immediate right to foreclose on a Lien on an Unencumbered Property securing such amounts (unless no Default or Event of Default would exist after giving effect to the disposition of such Unencumbered Property) or (ii) would have a Material Adverse Effect.

7.7. INSURANCE.

Each of the Credit Parties will, and will cause its Subsidiaries to, at all times maintain in full force and effect insurance (including worker's compensation insurance, liability insurance, casualty insurance and business interruption insurance) in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice.

7.8. MAINTENANCE OF ASSETS.

Each of the Credit Parties will, and will cause its Subsidiaries to, maintain and preserve its Properties and all other assets in good repair, working order and condition, normal wear and tear excepted, and will make, or cause to be made, in the Properties and other assets, from time to time, all repairs, renewals, replacements, extensions, additions, betterments and improvements thereto as may be needed or proper, to the extent and in the manner customary for companies in similar businesses.

7.9. PERFORMANCE OF OBLIGATIONS.

Each of the Credit Parties will, and will cause its Subsidiaries to, perform in all material respects all of its obligations under the terms of all material agreements, indentures, mortgages, security agreements or other debt instruments to which it is a party or by which it is bound.

7.10. USE OF PROCEEDS.

The Credit Parties will use the proceeds of the Term Loans solely to pay the TRCALP Cash Consideration and Alternate Cash Consideration (as defined in the Contribution Agreement) pursuant to Section 2.2(a) and (c) of the Contribution Agreement in order to effect the Acquisition.

7.11. AUDITS/INSPECTIONS.

Upon reasonable notice and during normal business hours, each Credit Party will, and will cause its Subsidiaries to, permit representatives appointed by the Administrative Agent, including, without limitation, independent accountants, agents, attorneys and appraisers to visit and inspect such Credit Party's or other Combined Party's property, including, without limitation, the Properties, its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent or its representatives to investigate and verify the accuracy of information provided to the Lenders, and to discuss all such matters with the officers, employees and representatives of the Credit Parties, their Subsidiaries and any other Combined Party.

7.12. ADDITIONAL CREDIT PARTIES.

At any time a Subsidiary of the Borrowers that is not a Credit Party becomes the owner (or ground lessor under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within thirty (30) days after such event): (a) execute a Joinder Agreement in substantially the form of Exhibit 7.12 and (b) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent.

7.13. INTEREST RATE PROTECTION AGREEMENTS.

The Borrowers shall maintain Interest Rate Hedges on a notional amount of the Funded Debt which, when added to the aggregate principal amount of the Funded Debt which bears interest at a fixed rate, equals or exceeds (i) prior to April 1, 2005, 40%, and (ii) from and after April 1, 2005, 60%, of the aggregate principal amount of all Funded Debt. "Interest Rate Hedges" shall mean interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar agreements having terms, conditions and tenors reasonably acceptable to the Administrative Agent and entered into by the Credit Parties in order to provide protection to, or minimize the impact upon, the Credit Parties of increasing floating rates of interest applicable to the Funded Debt.

7.14. CONSTRUCTION.

With respect to any construction and development engaged in by the Combined Parties, the Credit Parties shall or shall cause another Person to: (a) comply with all applicable regulations and codes and (b) complete all such construction and development in accordance with approved plans and specifications.

7.15. ACQUISITIONS AND SALES.

If a Credit Party or one of its Subsidiaries anticipates (a) making an Investment or an acquisition in excess of $75 million or (b) the sale, lease, transfer, encumbrance or disposition of a Property (or equity interest therein) for consideration in excess of $50 million, then five (5) Business Days prior to such Credit Party (or Subsidiary) taking such action, the Borrowers shall provide the Administrative Agent written notice of such action, together with a certification as to compliance with the terms of this Credit Agreement, including, without limitation, Section 7.2 (on a Pro Forma Basis), after giving effect to such action prepared and executed by the chief financial officer or chief executive officer of BRT.

SECTION 8

NEGATIVE COVENANTS

Each Credit Party hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Obligations have been paid in full and the Commitments hereunder shall have terminated:

8.1. INDEBTEDNESS.

No Credit Party will, nor will it permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, except:

(a) Indebtedness arising under this Credit Agreement and the other Credit Documents;

(b) Indebtedness owing from one Credit Party to another Credit Party;

(c) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business; and

(d) Other Indebtedness as long as, prior to and after giving effect thereto, the Credit Parties are otherwise in compliance with the terms of this Credit Agreement.

8.2. LIENS.

No Credit Party will, nor will it permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Lien with respect to any of its Properties or any other assets of any kind (whether real or personal, tangible or intangible), whether now owned or after acquired, except for Permitted Liens.

8.3. NATURE OF BUSINESS.

No Credit Party will, nor will it permit any of its Subsidiaries to, alter the character of its business from that conducted as of the Closing Date or engage in any business other than the business conducted as of the Closing Date.

8.4. CONSOLIDATION AND MERGER.

No Credit Party will enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 8.4, (a) any Credit Party may be merged or consolidated with or into another Credit Party; provided that (i) if the transaction is between a Borrower and another Credit Party such Borrower is the continuing or surviving entity; (ii) the Administrative Agent is given prior written notice of such action, and the Credit Parties execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request; and (iii) after giving effect thereto no Default or Event of Default exists; (b) upon prior written notification to the Administrative Agent, any Credit Party that is a Subsidiary of a Borrower may be dissolved or liquidated so long as (i) after giving effect thereto no Default or Event of Default exists, (ii) all assets of such Credit Party shall become assets of another Credit Party and (iii) the Credit Parties execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request; and (c) upon prior written notification to the Administrative Agent, as long as no Default or Event of Default exists, a Credit Party that has no assets and no revenues may be dissolved or liquidated.

8.5. SALE OR LEASE OF ASSETS.

(a) No Property may be conveyed, sold, leased, transferred or otherwise disposed of unless the Borrowers comply with Section 7.15 (if applicable) and after giving effect thereto no Default or Event of Default exists.

(b) No equity interest in any Guarantor may be conveyed, sold, transferred or otherwise disposed of unless the Borrowers comply with Section
7.15 (if applicable) and after giving effect thereto no Default or Event of Default exists. Upon the disposition of an equity interest in a Guarantor in conformance with the terms hereof, if after the disposition of such equity interest such Guarantor is no longer a Material Subsidiary or no longer qualifies as the owner of any Unencumbered Properties the Lenders agree to release such Guarantor from its obligations hereunder, and the Lenders hereby consent to the Administrative Agent executing and delivering such releases as necessary to give effect to such agreement.

8.6. ADVANCES, INVESTMENTS AND LOANS.

Neither the Credit Parties nor any of their Subsidiaries will make any Investments except for Permitted Investments.

8.7. RESTRICTED PAYMENTS.

BOP will not, directly or indirectly, declare or pay any dividends or make any other distribution upon any of its shares of beneficial interests or any shares of its capital stock of any class or with respect to any of its membership or partnership interests; provided that BOP may pay dividends or make distributions in an amount not to exceed, in the aggregate, the greater of (i) 90% of Funds From Operations earned subsequent to March 31, 2004 or (ii) the minimum amount necessary for BRT to maintain its status as a REIT.

8.8. TRANSACTIONS WITH AFFILIATES.

No Credit Party will, nor will it permit any of its Subsidiaries to, enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any officer, director, trustee, shareholder, Subsidiary or Affiliate other than on terms and conditions substantially as favorable as would be obtainable in a comparable arm's-length transaction with a Person other than an officer, director, trustee, shareholder, Subsidiary or Affiliate.

8.9. FISCAL YEAR; ORGANIZATIONAL DOCUMENTS.

No Credit Party will (a) change its fiscal year or (b) change its articles or certificate of incorporation, its bylaws, its declaration of trust, its limited liability company agreement, its articles or certificate of partnership or partnership agreement or any other organization or formation documents in any manner that would have an adverse effect of the rights of the Lenders under the Credit Documents; provided that (i) BRT may take such action, with prior written notice to the Administrative Agent, as is necessary to maintain its status as a REIT and (ii) the Credit Parties will provide prompt written notice to the Administrative Agent of any change to be made in compliance with the terms of this Section 8.9.

8.10. LIMITATIONS.

No Credit Party will, nor will it permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to pay any Indebtedness owed to the Credit Parties; provided that a Subsidiary of a Credit Party (which is not itself a Credit Party) that obtains financing may agree with the provider of such financing to restrict repayments of Indebtedness owing to Credit Parties.

8.11. OTHER NEGATIVE PLEDGES.

The Credit Parties will not enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation except as provided under the Credit Documents; provided that a Credit Party may agree with a joint venture partner not to pledge its equity interest in such joint venture.

SECTION 9

EVENTS OF DEFAULT

9.1. EVENTS OF DEFAULT.

An Event of Default shall exist upon the occurrence of any of the following specified events (each an "EVENT OF DEFAULT"):

(a) Payment. The Credit Parties shall default in the payment (i) when due of any principal amount of any Loans or (ii) within three days of when due of any interest on the Loans or any fees or other amounts owing hereunder, under any of the other Credit Documents or in connection herewith.

(b) Representations. Any representation, warranty or statement made or deemed to be made by any Credit Party herein, in any of the other Credit Documents, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue in any material respect on the date as of which it was made or deemed to have been made or delivered.

(c) Covenants. Any Credit Party shall:

(i) default in the due performance or observance of any term, covenant or agreement contained in Section 7.2, 7.3, 7.10, 7.11, 7.12, 7.14 or 8.1 through 8.11 inclusive; or

(ii) default in the due performance or observance by it of any term, covenant or agreement contained in Section 7.1 and such default shall continue unremedied for a period of five Business Days after the earlier of a Credit Party becoming aware of such default or notice thereof given by the Administrative Agent; or

(iii) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subsection (a), (b) or (c)(i) or (ii) of this Section 9.1) contained in this Credit Agreement and such default shall continue unremedied for a period of at least thirty (30) days after the earlier of a Credit Party becoming aware of such default or notice thereof given by the Administrative Agent.

(d) Other Credit Documents. (i) Any Credit Party shall default in the due performance or observance of any term, covenant or agreement in any of the other Credit Documents and such default shall continue unremedied for a period of at least thirty (30) days after the earlier of a Credit Party becoming aware of such default or notice thereof given by the Administrative Agent or (ii) any Credit Document (or any provision of any Credit Document, including Section 4 of this Credit Agreement) shall fail to be in full force and effect or any Credit Party shall so assert or any Credit Document shall fail to give the Administrative Agent and/or the Lenders the security interests, liens, rights, powers and privileges purported to be created thereby.

(e) Bankruptcy, etc. The occurrence of any of the following with respect to any Credit Party or any of its Subsidiaries: (i) a court or Governmental Authority having jurisdiction in the premises shall enter a decree or order for relief in respect of any Credit Party or any of its Subsidiaries in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any Credit Party or any of its Subsidiaries or for any substantial part of its property or ordering the winding up or liquidation of its affairs; or (ii) an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect is commenced against any Credit Party or any of its Subsidiaries and such petition remains unstayed and in effect for a period of sixty (60) consecutive days; or (iii) any Credit Party or any of its Subsidiaries shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or any substantial part of its property or make any general assignment for the benefit of creditors; or (iv) any Credit Party or any of its Subsidiaries shall be generally unable or shall admit in writing its inability to pay its debts generally as they become due or any action shall be taken by such Person in furtherance of any of the aforesaid purposes.

(f) Defaults under Other Agreements. With respect to any recourse Indebtedness (other than Indebtedness outstanding under this Credit Agreement) of any Credit Party or any of its Subsidiaries in an aggregate principal amount equal to or in excess of $25,000,000, (i) a Credit Party or one of its Subsidiaries shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such recourse Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any term, covenant or agreement relating to such recourse Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such recourse Indebtedness (or a trustee or agent on behalf of such holders) to cause
(determined without regard to whether any notice or lapse of time is required) any such recourse Indebtedness to become due prior to its stated maturity; or
(ii) any such recourse Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment prior to the stated maturity thereof; or (iii) any such Indebtedness shall mature and remain unpaid. With respect to any nonrecourse Indebtedness of any Credit Party or any of its Subsidiaries in an aggregate principal amount in excess of $75,000,000, a default in payment (whether by acceleration or otherwise) shall occur and such payment default is not cured or waived within ninety (90) days after the occurrence thereof.

(g) Judgments. One or more judgments, orders, or decrees shall be entered against any one or more of any Credit Party or any of its Subsidiaries involving a liability of $15,000,000 or more, in the aggregate (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage), and such judgments, orders or decrees (i) are the subject of any enforcement proceeding commenced by any creditor or (ii) shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (a) the last day on which such judgment, order or decree becomes final and unappealable or (b) twenty (20) days.

(h) ERISA Events. The occurrence of any of the following events or conditions, unless such event or occurrence would not have or be reasonably expected to have a Material Adverse Effect: (1) any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, shall exist with respect to any Plan, or any lien shall arise on the assets of a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate in favor of the PBGC or a Plan; (2) an ERISA Event shall occur with respect to a Single Employer Plan, which is, in the reasonable opinion of the Administrative Agent, likely to result in the termination of such Plan for purposes of Title IV of ERISA; (3) an ERISA Event shall occur with respect to a Multiemployer Plan or Multiple Employer Plan, which is, in the reasonable opinion of the Administrative Agent, likely to result in (i) the termination of such Plan for purposes of Title IV of ERISA, or (ii) a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate incurring any liability in connection with a withdrawal from, reorganization of (within the meaning of Section 4241 of ERISA), or insolvency (within the meaning of Section 4245 of ERISA) of such Plan; or (4) any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility shall occur which may subject a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability.

(i) REIT Status. BRT does not maintain its REIT status or is no longer deemed to be a REIT.

(j) Change of Control. The occurrence of a Change of Control.

(k) Existing Revolving Credit Agreement. An Event of Default (as defined in the Existing Revolving Credit Agreement) shall exist and be continuing.

9.2. ACCELERATION; REMEDIES.

Upon the occurrence of an Event of Default, and at any time thereafter unless and until such Event of Default has been waived in writing by the Required Lenders (or the Lenders as may be required hereunder), the Administrative Agent shall, upon the request and direction of the Required Lenders, by written notice to the Borrowers, take any of the following actions without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrowers, except as otherwise specifically provided for herein:

(a) Termination of Commitments. Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.

(b) Acceleration of Loans. Declare the unpaid principal of and any accrued interest in respect of all Loans, and any and all other indebtedness or obligations of any and every kind owing by a Credit Party to any of the Lenders hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Credit Parties.

(c) Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, including, without limitation, all rights and remedies against a Guarantor and all rights of set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section 9.1(e) shall occur, then the Commitments shall automatically terminate and all Loans, all accrued interest in respect thereof, all accrued and unpaid fees, and all other indebtedness or obligations owing to the Lenders hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties.

Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate "creditor" holding a separate "claim" within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute.

9.3. ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT.

Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents;

SECOND, to payment of any fees owed to the Administrative Agent;

THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents;

FOURTH, to the payment of all accrued fees and interest payable to the Lenders hereunder;

FIFTH, to the payment of the outstanding principal amount of the Loans, pro rata, as set forth below;

SIXTH, to all other Obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and

SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

SECTION 10

AGENCY PROVISIONS

10.1. APPOINTMENT.

Each Lender hereby designates and appoints Bear Stearns Corporate Lending Inc. as Administrative Agent of such Lender to act as specified herein and in the other Credit Documents, and each Lender hereby authorizes the Administrative Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated by the terms hereof and of the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere herein and in the other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Parties.

10.2. DELEGATION OF DUTIES.

The Administrative Agent may execute any of its duties hereunder or under the other Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

10.3. EXCULPATORY PROVISIONS.

No Agent-Related Person shall be (a) liable for any action lawfully taken or omitted to be taken by it under or in connection herewith or in connection with any of the other Credit Documents (except for such Person's own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by an Agent-Related Person under or in connection herewith or in connection with the other Credit Documents, or the enforceability or sufficiency of this Credit Agreement or any of the other Credit Documents, or for any failure of the Credit Parties to perform their obligations hereunder or thereunder. No Agent-Related Person shall be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Credit Parties in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by an Agent-Related Person to the Lenders or by or on behalf of the Credit Parties to an Agent-Related Person or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Credit Parties. No Agent-Related Person is a trustee for the Lenders or owes any fiduciary duty to the Lenders.

10.4. RELIANCE ON COMMUNICATIONS.

The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Credit Parties, independent accountants and other experts selected by the Administrative Agent with reasonable care). The Administrative Agent may deem and treat each Lender as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 11.3(b). The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, to the extent provided in Section 11.6, all of the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than any liability or expense resulting from the gross negligence or willful misconduct of the Administrative Agent) which may be incurred by it by reason of taking or continuing to take any such action. The Agent-Related Persons shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 11.6, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

10.5. NOTICE OF DEFAULT.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or a Credit Party referring to the applicable Credit Document, describing such Default or Event of Default and stating that such notice is a "notice of default." In the event that the Administrative Agent receives such a notice, or otherwise becomes aware of a Default or Event of Default, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, to the extent provided in Section 11.6, all of the Lenders).

10.6. NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Credit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person or any other Lender. Each Lender represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent-Related Person shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Credit Parties which may come into the possession of any Agent-Related Person.

10.7. INDEMNIFICATION.

The Lenders agree to indemnify each Agent-Related Person (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective Commitments (or if the Commitments have expired or been terminated, in accordance with the respective principal amounts of outstanding Loans of the Lenders), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following payment in full of the Obligations) be imposed on, incurred by or asserted against such Agent-Related Person in any way relating to or arising out of this Credit Agreement or the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Agent-Related Person. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity (except against its gross negligence or willful misconduct) is furnished. The agreements in this Section 10.7 shall survive the payment of the Obligations and all other amounts payable hereunder and under the other Credit Documents.

10.8. ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

The Person serving as the Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Credit Parties as though the Person serving as the Administrative Agent were not the Administrative Agent hereunder. With respect to the Loans made, the Person serving as the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms "Lender" and "Lenders" shall include the Person serving as the Administrative Agent in its individual capacity.

10.9. SUCCESSOR AGENT.

The Administrative Agent (a) may, at any time, resign upon twenty (20) days written notice to the Lenders or (b) may be removed, with the consent of the Borrowers, for willful misconduct or gross negligence by written notice from the Required Lenders; provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent. In the case of the Administrative Agent's resignation or removal, if no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within forty-five (45) days after the notice of resignation or removal, then the retiring Administrative Agent shall select a successor Administrative Agent provided such successor is a Lender hereunder or an Eligible Assignee. If no such successor shall have been appointed by the Administrative Agent, and shall have accepted such appointment, within forty-five (45) days after such notice of resignation, such notice shall nevertheless become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor, if any, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations as the Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Credit Agreement.

JPMorgan Chase Bank, as syndication agent hereunder, may resign at any time without any requirement that a successor syndication agent be appointed in its stead.

SECTION 11

MISCELLANEOUS

11.1. NOTICES.

Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when delivered, (b) when transmitted via telecopy (or other facsimile device), (c) the Business Day following the day on which the same has been delivered prepaid or on an invoice arrangement to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers set forth on Schedule 11.1, or at such other address or numbers as such party may specify by written notice to the other parties hereto.

11.2. RIGHT OF SET-OFF.

In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in
Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Credit Party against obligations and liabilities of such Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.7(b) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

11.3. BENEFIT OF AGREEMENT.

(a) Generally. This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that none of the Credit Parties may assign and transfer any of its interests (except as permitted by Section 8.4 or 8.5) without the prior written consent of the Lenders (and any attempt at such assignment or transfer without such consent shall be null and void); and provided further that the rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in subsections (b) and (c) of this Section 11.3. Notwithstanding the above (including anything set forth in subsections (b) and (c) of this Section 11.3), nothing herein shall restrict, prevent or prohibit the Administrative Agent or any of its Affiliates from granting any assignment or participation in any Loan under the terms of

Section 11.3 hereof; provided, that the consent of the Administrative Agent and the Borrowers shall not be required for the grant of such assignment or participation, or shall restrict, prevent or prohibit any Lender from (A) pledging or assigning a security interest in its rights hereunder or under its Notes, if any, to secure obligations of such Lender, including any pledge or assignment to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank; provided that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto, or (B) granting assignments or participations (x) in such Lender's funded Loans under the terms of Section 11.3 hereof; provided, that the consent of the Administrative Agent and the Borrowers shall not be required for the grant of such assignment or participation, (y) in such Lender's Loans and/or Commitments hereunder to its parent company and/or to any other Affiliate of such Lender or
(z) to any existing Lender or Affiliate thereof.

(b) Assignments. In addition to the assignments permitted by Section 11.3(a), each Lender may, with the prior written consent of the Borrowers and the Administrative Agent (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign all or a portion of its rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3(b) to one or more Eligible Assignees; provided that (i) any such assignment shall be in a minimum aggregate amount of $1,000,000 of the Commitments (or the remaining amount of Commitments held by such Lender) unless otherwise agreed by the Borrowers and Administrative Agent to reduce such minimum amount and (ii) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement. Upon the effectiveness of any such assignment, the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrowers agree that upon notice of any assignment to an assignee that was not theretofore a Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Commitment hereunder, it shall promptly return the Note or Note(s) executed by the Borrowers in its favor.

By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee;
(ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or

any other instrument or document furnished pursuant hereto or thereto; (iii) such assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

(c) Participations. In addition to the participations permitted by
Section 11.3(a), each Lender may, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell, transfer or grant participations in all or any part of such Lender's interests and obligations hereunder; provided that (i) such selling Lender shall remain a "Lender" for all purposes under this Credit Agreement (such selling Lender's obligations under the Credit Documents remaining unchanged) and the participant shall not constitute a Lender hereunder, (ii) no such participant shall have, or be granted, rights to approve any amendment or waiver relating to this Credit Agreement or the other Credit Documents except to the extent any such amendment or waiver would (A) reduce the principal of or rate of interest on or fees in respect of any Loans in which the participant is participating or increase any Commitments with respect thereto, or (b) postpone the date fixed for any payment of principal (including the extension of the final maturity of any Loan or the date of any mandatory prepayment), interest or fees in which the participant is participating, (iii) sub-participations by the participant (except to an Affiliate of the participant) shall be prohibited and (iv) any such participations shall be in a minimum aggregate amount of $1,000,000 of the Commitments and in integral multiples of $100,000 in excess thereof. In the case of any such participation, the participant shall not have any rights under this Credit Agreement or the other Credit Documents (the participant's rights against the selling Lender in respect of such participation to be those set forth in the participation agreement with such Lender creating such participation) and all amounts payable by the Credit Parties hereunder shall be determined as if such Lender had not sold such participation; provided, however, that such participant shall be entitled to receive additional amounts under Sections 3.8, 3.11, 3.12 and 3.13 to the same extent that the Lender from which such participant acquired its participation would be entitled to the benefit of such cost protection provisions.

(d) The Administrative Agent shall maintain at the Administrative Agent's office at the Agency Services Address a copy of each assignment agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "REGISTER"). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof

as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

11.4. NO WAIVER; REMEDIES CUMULATIVE.

No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Credit Parties and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand.

11.5. PAYMENT OF EXPENSES; INDEMNIFICATION.

The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Paul, Hastings, Janofsky & Walker LLP, counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Term Loans or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.

11.6. AMENDMENTS, WAIVERS AND CONSENTS.

Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:

(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal;

(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;

(c) reduce or waive the principal amount of any Loan;

(d) change the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Section 3.14 or 11.3(b) or any reduction of the Commitment by the Borrowers pursuant to Section 2.1(f);

(e) release either Borrower from its obligations, or all or substantially all of the Guarantors from their obligations, under the Credit Documents, or release any of the Contributors from their obligations under the Contributor Guaranty; provided that the Administrative Agent may release a Guarantor if an equity interest in a Guarantor is transferred in accordance with
Section 8.5 or equity is issued in accordance with Section 11.20;

(f) amend, modify or waive any provision of this Section 11.6 or
Section 3.3(b), 3.4(a), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 5.1, 9.1(a), 11.2, 11.3, 11.5 or 11.10 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;

(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or

(h) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement.

Any amendment, change or waiver of any provision of this Credit Agreement or any other Credit Document at a time when a Default or Event of Default is in existence, and that would have the effect of eliminating such Default or Event of Default, shall not be deemed to be effective for the purpose of determining whether the conditions precedent set forth in Section 5.1 have been satisfied unless the Required Lenders shall have consented to such amendment, change or waiver.

If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a

Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender to such amendment, waiver or consent.

No provision of Section 10 may be amended or modified without the consent of the Administrative Agent.

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

11.7. COUNTERPARTS/TELECOPY.

This Credit Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts by telecopy shall be as effective as an original and shall constitute a representation that an original will be delivered.

11.8. HEADINGS.

The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement.

11.9. DEFAULTING LENDER.

Each Lender understands and agrees that if such Lender is a Defaulting Lender then notwithstanding the provisions of Section 11.6 it shall not be entitled to vote on any matter requiring the consent of the Required Lenders or to object to any matter requiring the consent of all the Lenders; provided, however, that all other benefits and obligations under the Credit Documents shall apply to such Defaulting Lender.

11.10. SURVIVAL OF INDEMNIFICATION AND REPRESENTATIONS AND WARRANTIES.

All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other Obligations and the termination of the Commitments hereunder.

11.11. GOVERNING LAW; JURISDICTION.

(a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Credit Agreement or any other Credit Document may be brought in the courts of the State of New York in New York County, or of the United States for the Southern District of New York and, by execution and delivery of this Credit Agreement, each Credit Party

hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. Each Credit Party further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Section 11.1, such service to become effective fifteen (15) days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against a Credit Party in any other jurisdiction. Each Credit Party agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that nothing in this Section 11.11(a) is intended to impair a Credit Party's right under applicable law to appeal or seek a stay of any judgment.

(b) Each Credit Party hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Credit Agreement or any other Credit Document in the courts referred to in subsection (a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

11.12. WAIVER OF JURY TRIAL.

EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

11.13. TIME.

All references to time herein shall be references to Eastern Standard Time or Eastern Daylight Time, as the case may be, unless specified otherwise.

11.14. SEVERABILITY.

If any provision of any of the Credit Documents is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

11.15. ENTIRETY.

This Credit Agreement together with the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein.

11.16. BINDING EFFECT.

(a) This Credit Agreement shall become effective at such time as all of the conditions set forth in Section 5.1 have been satisfied or waived by the Lenders and it shall have been executed by the Credit Parties and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Credit Parties, the Administrative Agent and each Lender and their respective successors and assigns.

(b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, interest, fees and other Obligations have been paid in full and all Commitments have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than the indemnification provisions that survive) under the Credit Documents; provided that should any payment, in whole or in part, of the Obligations be rescinded or otherwise required to be restored or returned by the Administrative Agent or any Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, then the Credit Documents shall automatically be reinstated and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative Agent or any Lender in connection therewith shall be deemed included as part of the Obligations.

11.17. CONFIDENTIALITY.

Each Lender agrees that it will use its reasonable best efforts to keep confidential and to cause any representative designated under Section 7.11 to keep confidential any non-public information from time to time supplied to it under any Credit Document; provided, however, that nothing herein shall prevent the disclosure of any such information to (a) the extent a Lender in good faith believes such disclosure is required by Requirement of Law, (b) counsel for a Lender or to its accountants and other advisors, (c) bank examiners, auditors or comparable Persons or any regulatory body having jurisdiction over a Lender, (d) any Affiliate of a Lender, (e) any other Lender, or any assignee, transferee or participant, or, subject to an agreement containing provisions substantially the same as those of this Section, (i) any potential assignee, transferee or participant, of all or any portion of any Lender's rights under this Credit Agreement who is notified of the confidential nature of the information or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (f) any other Person in connection with any litigation to which any one or more of the Lenders is a party or (g) any other Person to whom disclosure of such information a Lender believes is necessary or appropriate in its reasonable judgment in connection with the exercise of remedies or enforcement of rights hereunder; and provided further that no Lender shall have any obligation under this Section 11.17 to the extent any such information becomes available on a non-confidential basis from a source other than a Credit Party or that any information becomes publicly available other than by a breach of this Section 11.17.

11.18. FURTHER ASSURANCES.

The Credit Parties agree, upon the request of the Administrative Agent, to promptly take such actions as are necessary to carry out the intent of this Credit Agreement and the other Credit Documents.

11.19. RELEASE OF GUARANTORS.

If a Guarantor issues equity and as a result thereof such Guarantor is no longer a Material Subsidiary or no longer qualifies as the owner of Unencumbered Properties, then, as long as no Default or Event of Default exists after giving effect to the issuance of such equity and the disqualification as Unencumbered Properties of all properties owned by such Guarantor, the Lenders agree to release such Guarantor from its obligations hereunder.

11.20. USA PATRIOT ACT.

Each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "PATRIOT ACT"), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Patriot Act.

11.21. LIMITATION ON LIABILITY.

Each Credit Party waives any right to assert or make any claim against any Lender or the Administrative Agent for (or to sue any Lender or the Administrative Agent upon any claim for) any special, indirect, incidental, punitive or consequential damages in respect of any breach or wrongful conduct (whether the claim is based on contract, tort or duty imposed by law) in connection with, arising out of or in any way related to this Agreement, any other Credit Document or the transactions contemplated hereby or thereby, or any act, omission or event in connection therewith.

{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK}

Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.

BORROWERS:                   BRANDYWINE REALTY TRUST,
---------                    a Maryland real estate investment trust

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

                             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

GUARANTORS:                  AAPOP 2, L.P., a Delaware limited partnership
----------
                             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., a Pennsylvania limited
                             partnership

                             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., a Pennsylvania limited
                             partnership

                             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., a Pennsylvania limited
                             partnership

                             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., a Pennsylvania limited
                             partnership

                             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., a Delaware limited
                             partnership

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


                             BRANDYWINE I.S., L.P., a Pennsylvania limited
                             partnership

                             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., a Pennsylvania limited
                             partnership

                             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., a Pennsylvania limited
                             partnership

                             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., a Pennsylvania limited
                             partnership

                             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., a Pennsylvania limited
                             partnership

                             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., a Pennsylvania limited
                             partnership

                             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., a Pennsylvania limited
                             partnership

                             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., a Pennsylvania limited
                             partnership

                             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., a Pennsylvania limited
                             partnership

                             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., a Pennsylvania limited
                             partnership

                             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, a
                             Pennsylvania limited partnership

                             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, a Pennsylvania
                             limited partnership

                             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, a Pennsylvania
                             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


                             C/N OAKLANDS LIMITED PARTNERSHIP III, a
                             Pennsylvania limited partnership

                             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., a Pennsylvania limited
                             partnership

                             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., a Pennsylvania 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

IRON RUN LIMITED PARTNERSHIP V, a Pennsylvania limited partnership

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, a Pennsylvania
imited 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, a
Pennsylvania 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

NEWTECH IV LIMITED PARTNERSHIP, a Pennsylvania
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, a
Pennsylvania 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

WITMER OPERATING PARTNERSHIP I, L.P., a Delaware
limited partnership

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., a Pennsylvania
limited partnership

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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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., a Pennsylvania limited partnership

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, a Virginia general partnership

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

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

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

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

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

IR NORTHLIGHT II ASSOCIATES, a Pennsylvania general partnership

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

PLYMOUTH TFC GENERAL PARTNERSHIP, a Pennsylvania
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

BRANDYWINE REALTY SERVICES CORPORATION, a
Pennsylvania corporation

BTRS, INC., a Delaware corporation

SOUTHPOINT LAND HOLDINGS, INC., a Pennsylvania
corporation

VALLEYBROOKE LAND HOLDINGS, INC., a Pennsylvania
corporation

BRANDYWINE AMBASSADOR, L.L.C., 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 general
partner

BRANDYWINE BROKERAGE SERVICES, LLC, a New Jersey
limited liability company

By: Brandywine Realty Services Corporation, a
Pennsylvania corporation, its sole member

BRANDYWINE CHARLOTTESVILLE LLC, a Virginia limited
liability company

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

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

BRANDYWINE CHRISTINA LLC, a Delaware limited liability company

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

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

BRANDYWINE CIRA, 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 general partner

BRANDYWINE DABNEY, L.L.C., a Delaware limited liability company

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

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

BRANDYWINE DOMINION, L.L.C., 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 general partner

BRANDYWINE F.C., L.L.C., 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 general partner

BRANDYWINE I.S., L.L.C., 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 general partner

BRANDYWINE INTERSTATE 50, L.L.C., a Delaware
limited liability company

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

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

BRANDYWINE-MAIN STREET, LLC, a Delaware limited
liability company

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

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

BRANDYWINE METROPLEX 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 general
partner

BRANDYWINE P.M., L.L.C., 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 general
partner

BRANDYWINE PIAZZA, L.L.C., a New Jersey limited liability company

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

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

BRANDYWINE PLAZA 1000, L.L.C., a New Jersey limited liability company

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

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

BRANDYWINE PROMENADE, L.L.C., a New Jersey limited liability company

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

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

BRANDYWINE TB FLORIG, LLC, 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 general partner

BRANDYWINE TB INN, L.L.C., 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 general partner

BRANDYWINE TB I, L.L.C., 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 general partner

BRANDYWINE TB II, L.L.C., 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 general partner

BRANDYWINE TB V, L.L.C., 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 general partner

BRANDYWINE TB VI, L.L.C., 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 general partner

BRANDYWINE TB VIII, L.L.C., 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 general partner

BRANDYWINE TRENTON URBAN RENEWAL, L.L.C., a
Delaware limited liability company

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

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

BRANDYWINE WITMER, L.L.C., 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 general
partner

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

E-TENANTS LLC, a Delaware limited liability company

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

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

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

BRANDYWINE GRANDE B, LLC, a Delaware limited
liability company

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

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

BRANDYWINE GREENTREE V, 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 of each of the
           above-named entities

LENDERS:                     BEAR STEARNS CORPORATE LENDING INC., as
-------                      Administrative Agent and individually as a Lender



                             By: /s/ Lawrence B. Alletto
                                -----------------------------------------------
                                 Name:  Lawrence B. Alletto
                                 Title: Vice President

                             JPMORGAN CHASE BANK, as Syndication Agent and
                             individually as Lender



                             By: /s/ Marc E. Costantino
                                -----------------------------------------------
                                 Name:  Marc E. Costantino
                                 Title: Vice President

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 21, 2004, is entered into by and among BRANDYWINE REALTY TRUST, a Maryland real estate investment trust (the "Trust"), BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"), and TRC ASSOCIATES LIMITED, a Delaware limited partnership (an "Investor"). The term "Investor" shall include any permitted transferees of the OP Units.

RECITALS

WHEREAS, the Investor has caused to be contributed certain partnership interests in The Rubenstein Company, L.P., to the Partnership in exchange for units of limited partnership interests ("Units") in the Partnership in accordance with the terms of that certain Contribution Agreement, dated as of August 18, 2004, by and among the Partnership, the Trust, the Investor, TRC Realty, INC.-GP and TRC-LB LLC (the "Contribution Agreement");

WHEREAS, pursuant to the Partnership Agreement (as defined below), the Units will be redeemable for cash or common shares of beneficial interest, par value $.01 per share, of the Trust (the "Common Shares") upon the terms and subject to the conditions contained therein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. In addition to the definitions set forth above, the following terms, as used herein, have the following meanings:

"Agreement" means this Registration Rights Agreement, as it may be amended, supplemented or restated from time to time.

"Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized by law to close.

"Commission" means the United States Securities and Exchange Commission.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of November 18, 1997, as previously amended and as the same may hereafter be amended, modified or restated from time to time.

"Person" means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Registrable Securities" means any Common Shares issued or issuable upon any redemption of Units issued pursuant to the Contribution Agreement; provided that such Common Shares shall cease to constitute Registrable Securities once: (i) a registration statement covering such Common Shares has been declared effective by the Commission and such Common Shares have been sold or transferred pursuant to such effective registration statement, (ii) such Common Shares may be sold pursuant to Rule 144(k) under the Securities Act or
(iii) such Common Shares have been otherwise transferred in a transaction that

would constitute a sale thereof under the Securities Act, the Trust has delivered a new certificate or other evidence of ownership for such Common Shares not bearing the Securities Act restricted stock legend and such Common Shares may be resold without subsequent registration under the Securities Act.

"Registration Expenses" means all expenses incident to the Trust's performance of or compliance with Article 2, including, without limitation, all registration and filing fees, all listing fees, all fees and expenses of complying with securities or blue sky laws, and printing expenses, the fees and disbursements of counsel for the Trust and of the Trust's independent public accountants, but excluding fees and disbursements of counsel, accountants or other advisors for the Investor and excluding any brokerage discounts, underwriting commissions or similar fees payable in connection with an offer or sale of Registrable Securities.

"Rule 144" means Rule 144 under the Securities Act, as amended from time to time (or any successor statute).

"Securities Act" means the Securities Act of 1933, as amended.

2. Registration Rights.

2.1 Registration on Demand.

2.1.1 Registration of Registrable Securities. Subject to Sections 2.1.3 and 2.1.6, within 180 days after the date hereof the Trust shall prepare and file with the Commission a "shelf" registration statement under the Securities Act covering the offer and sale of the Registrable Securities by the Investor in an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act.

2.1.2 Registration of Other Securities. Whenever the Trust shall effect a registration pursuant to this Section 2.1, other holders of securities of the Trust who have registration rights may include all or a portion of such securities in such registration, offering or sale; provided that including such securities shall not adversely impact the ability of the Investor to sell its shares pursuant to such registration.

2.1.3 Registration Statement Form S-3. Registrations under this Section 2.1 shall only be required to be made on Form S-3, or any successor form. In the event the Trust is not eligible to use Form S-3 to register the Registrable Securities, it may delay the filing of the applicable registration statement until that date on which the Trust is again eligible to file a Form S-3. The Trust hereby represents and warrants to the Investor that, as of the date hereof, the Trust is eligible to register the Registrable Securities on Form S-3 and that it shall take all actions necessary to continue to be eligible for use of Form S-3.

2.1.4 Expenses. The Trust shall pay the Registration Expenses in connection with the registration effected pursuant to this Section 2.1. If a registration pursuant to this Section 2.1 is withdrawn or otherwise not effected, other than at the request of the Investor, the Trust shall pay the Registration Expenses in connection therewith. If the registration is withdrawn at the request of the Investor and if the Investor elects not to have such registration count as one of its registrations under this Section 2.1, the Investor shall pay all the Registration Expenses of such registration.

2.1.5 Effective Registration Statement. A registration pursuant to this Section 2.1 shall not be deemed to have been

effected (i) unless a registration statement with respect thereto has been declared effective by the Commission or (ii) if after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and has not thereafter become effective.

2.1.6 Limitations on Registration on Demand.

(i) In no event shall the Trust be required to effect more than three registrations pursuant to this Section 2.1.

(ii) Notwithstanding anything herein, if the Trust reasonably believes that the filing of a registration statement with the Commission would adversely affect the contemplated activities of the Trust, then the Trust may postpone the filing of the applicable registration statement for a period not in excess of 60 days or, in the event the filing is being postponed in connection with a proposed underwritten public offering of the Trust's securities, for such longer period (not to exceed an additional 30 days) as may be reasonably requested by the managing underwriter for such proposed offering.

(iii) Notwithstanding anything herein, if the filing of a registration statement pursuant to this Agreement would require the Trust to include in a filing with the Commission financial statements of probable or completed acquisitions in order that such registration statement be in compliance with rules and regulations of the Commission, then the Trust may delay the filing of such registration statement until it has included the requisite financial statements (including any necessary pro forma financial information) in a filing with the Commission.

2.2 Registration Procedures.

2.2.1 In connection with the registration of any Registrable Securities under the Securities Act as provided in Section 2.1, the Trust shall as promptly as reasonably practicable:

(i) prepare and file with the Commission the requisite registration statement to effect such registration and thereafter use commercially reasonable efforts to cause such registration statement to become and remain effective;

(ii) use commercially reasonable efforts to prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until all of such Registrable Securities have been sold thereunder;

(iii) furnish to the Investor such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such number of copies of such other documents as the Investor may reasonably request;

(iv) use commercially reasonable efforts (x) to register or qualify all Registrable Securities under such other securities or Blue Sky laws of such States of the United States of America where an exemption is not available and as the Investor shall reasonably request, (y) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (z) to take any other action which may

reasonably be necessary or advisable to enable the Investor to consummate the disposition in such jurisdictions of the Registrable Securities to be sold by the Investor, except that the Trust shall not for any such purpose be required to qualify generally to do business as a foreign trust in any jurisdiction wherein it would not, but for the requirements of this paragraph (iv), be obligated to be so qualified or to consent to general service of process in any such jurisdiction;

(v) notify the Investor upon discovery that, or upon the happening of any event as a result of which, the prospectus included in the registration statement filed pursuant to this agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and promptly prepare and furnish to the Investor such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include 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 in the light of the circumstances under which they were made;

(vi) use commercially reasonable efforts to list all Registrable Securities covered by such registration statement on any national securities exchange or over-the-counter market, if any, on which Registrable Securities covered by such registration statement are then listed.

The Investor agrees that upon receipt of any notice from the Trust of the happening of an event of the kind described in Section 2.2.1(v), the Investor shall forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.2.1(v).

2.3 Holdback Agreements; Information Blackout.

2.3.1 Holdback Agreements. In connection with an underwritten public offering of securities of the Trust, the Investor agrees that, if required by the underwriter or underwriters, it will not effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, during the period commencing 10 days prior to the expected commencement of the offering and ending 45 days after the closing of such offering.

2.3.2 Information Blackout. At any time when a registration statement effected pursuant to this Section 2 relating to Registrable Securities is effective, upon written notice from the Trust to the Investor that the Trust has determined in good faith that sale of Registrable Securities pursuant to the registration statement would require disclosure by the Trust of non-public material information not otherwise required, in the judgment of the Trust, to be disclosed under applicable law, the Investor shall suspend sales of Registrable Securities pursuant to such registration statement until the earlier of (a) 45 days after the Trust makes such good faith determination and (b) such time as the Trust notifies the Investor that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such registration statement may otherwise be resumed.

2.4 Preparation; Investor Cooperation. In connection with the preparation and filing of any registration statement under the Securities Act in which the Investor is a selling shareholder, the Trust shall give the Investor not less than 15 days prior written notice of the preparation of such registration statement and give the Investor and their counsel and accountants the opportunity to review and comment on, at the Investor's expense, the registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto (provided that the Investor shall furnish the Trust with comments on any such amendment or supplement as promptly as the Trust shall reasonably require). The Investor will

furnish to the Trust such information as the Trust may reasonably request in connection with the registration and related proceedings under this Section 2.

2.5 Indemnification.

2.5.1 Indemnification by the Trust. In the event of any registration of any securities of the Trust under the Securities Act in which the Investor is a selling shareholder, the Trust shall, and hereby does, indemnify and hold harmless the Investor from and against any losses, claims, damages or liabilities, insofar as losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus, or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) any violation by the Trust, its trustees, officers, employees or agents of this Agreement or any law applicable to and in connection with such registration, and the Trust shall reimburse the Investor for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding described in clauses (a) or (b); provided, however, that the Trust shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished to the Trust by the Investor. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor and shall survive the transfer of such securities by the Investor.

2.5.2 Indemnification by the Investor. If any Registrable Securities are included in any registration statement, the Investor shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5.1 above) the Trust and each trustee, officer and employee of the Trust and each Person who controls the Trust within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Trust by the Investor.

2.5.3 Notice of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this
Section 2.5, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, immediately give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this
Section 2.5, except to the extent that the indemnifying party is materially prejudiced by such failure. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying parties may agree, with counsel reasonably satisfactory to such indemnified

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 for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable out of pocket costs related to the indemnified party's cooperation with the indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Consent of the indemnified party shall be required for the entry of any judgment or to enter into a settlement only when such judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect such claim or litigation.

2.5.4 Contribution. If the indemnification provided for in this Section 2.5 shall for any reason be held by a court to be unavailable to an indemnified party under Section 2.5.1 or 2.5.2 hereof in respect of any loss, claim, damage or liability, or any action in respect thereof, then, in lieu of the amount paid or payable under Sections 2.5.1 or 2.5.2 hereof, the indemnified party and the indemnifying party under Sections 2.5.1 or 2.5.2 hereof shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating the same), (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Trust and the Investor or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect the relative fault of the Trust and the Investor that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. No Person guilty of fraudulent misrepresentation (within the meaning of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. In addition, no Person shall be obligated to contribute hereunder any amounts in payment for any settlement of any action or claim, effected without such Person's written consent, which consent shall not be unreasonably withheld.

3. Decisions; Modification; Waivers. All decisions by, and notices from, the Investor hereunder shall be made by the holders of not less than a majority of the Registrable Securities outstanding held by the Investor and all other holders of Registrable Securities shall be bound by any such decision. This Agreement may be modified or amended only with the written consent the Trust, the Partnership and the Investor holding not less than a majority of the Registrable Securities. No party shall be released from its obligations hereunder without the written consent of the other party. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term, but any such waiver shall be effective only if in a writing signed by the party against which such waiver is to be asserted. Except as otherwise specifically provided herein, no delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

4. Entire Agreement. This Agreement represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

5. Severability. If any provision of this Agreement, or the application of such provision to any party or circumstance, shall be held invalid, the remainder of this Agreement or the application of such provision to other parties or circumstances, to the extent permitted by law, shall not be affected thereby; provided, that the parties shall negotiate in good faith with respect to an equitable modification of the provision or application thereof held to be invalid.

6. Notices. All notices, requests and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) in person, (ii) by certified mail, return receipt requested, (iii) by recognized overnight delivery service providing positive tracking of items (for example, Federal Express), or (iv) by confirmed telecopier, in each case addressed as follows:

If to the Trust or the Partnership, addressed to:

Brandywine Operating Partnership, L.P. c/o Brandywine Realty Trust
401 Plymouth Road, Suite 500
Plymouth Meeting, PA 19462
Attention: Gerard H. Sweeney, President and Chief Executive Officer Facsimile: (610) 832-4919

with a copy in each instance to:

Brandywine Operating Partnership, L.P. c/o Brandywine Realty Trust
401 Plymouth Road, Suite 500
Plymouth Meeting, PA 19462
Attention: Brad A. Molotsky, Senior Vice President Facsimile: (610) 832-4928

If to the Investor, addressed to:

c/o TRC Realty, Inc.-GP
4100 One Commerce Square
2005 Market Street
Philadelphia, Pennsylvania 19103-7041

Telephone:        215-563-3558
Facsimile:        215-563-4110
Attention:        David B Rubenstein and Hugh J. Ward

with a copy in each instance to:

c/o TRC Realty, Inc.-GP
4100 One Commerce Square
2005 Market Street
Philadelphia, Pennsylvania 19103-7041

Telephone:        215-563-3558
Facsimile:        215-563-4110
Attention:        Frank J. Ferro and R. Bruce Balderson, Jr.

or to such other address or addresses and to the attention of such other person or persons as any of the parties may notify the other in accordance with the provisions of this Agreement. All such notices, requests and other communications shall be deemed to have been sufficiently given for all purposes hereof only if given pursuant to the foregoing requirements as to both manner and address, and only upon receipt (or refusal to accept delivery) by the party to whom such notice is sent. Notices by the parties may be given on their behalf by their respective attorneys.

7. Counterparts. This Agreement may be executed in counterparts, each of which for all purposes shall be deemed to be an original and all of which together shall constitute the same agreement.

8. Headings. The Section headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

9. Construction. This Agreement shall be governed, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to its principles of conflict of laws.

10. Recapitalizations, etc. In the event that any shares of beneficial interest or other securities are issued in respect of, in exchange for, or in substitution of, any Registrable Securities by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, share dividend, split-up, sale of assets, distribution to shareholders or combination of the Registrable Securities or any other similar change in the Trust's capital structure, appropriate adjustments shall be made in this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the parties hereto under this Agreement.

11. Term. This Agreement shall continue in full force and effect until the date on which the Common Shares issued or issuable upon redemption of Units issued pursuant to the Contribution Agreement have ceased to constitute Registrable Securities.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written and delivered by their respective duly authorized officers.

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 sole general partner

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

INVESTOR:

TRC ASSOCIATES LIMITED PARTNERSHIP,
a Delaware limited partnership

By: /s/ David B. Rubenstein
   ----------------------------------------------
Name: David B. Rubenstein
Title: President and Chief Executive Officer

TAX PROTECTION AGREEMENT

THIS TAX PROTECTION AGREEMENT (this "Agreement") is made and entered into as of September 21, 2004 by and among Brandywine Realty Trust, a Maryland real estate investment trust (the "REIT"), Brandywine Operating Partnership, L.P., a Delaware limited partnership (the "Partnership"), Two Logan Holdings LP, a Pennsylvania limited partnership ("Subsidiary Partnership") TLS Equity Associates-II, a Pennsylvania general partnership ("TLSEA-II"), Two Logan Co., Inc. a Pennsylvania corporation ("TLC Inc." and, together with TLSEA-II, the "Protected Logan Partners"), and TRC Associates Limited Partnership, a Delaware limited partnership (the "TRCALP Protected Partner" and, collectively with the Protected Logan Partners, the "Protected Partners").

WHEREAS, pursuant to that certain Contribution Agreement, dated as of August 18, 2004 (the "Contribution Agreement"), the TRCALP Protected Partner transferred to the Partnership all of such Protected Partner's interests in TRCLP, a Delaware limited partnership ("TRCLP") in exchange for common units of limited partnership interest ("OP Units"), a class of zero coupon preferred units ("Preferred Units") in the Partnership and a "debt financed distribution" (the "Transaction");

WHEREAS, pursuant to the Contribution Agreement, the Protected Logan Partners transferred to Subsidiary Partnership some or all of such Logan Protected Partners' indirect interests in Two Logan Square Associates, a Delaware limited partnership ("Two Logan LP") in exchange for limited partnership interests in the Subsidiary Partnership (the "Logan Transaction");

WHEREAS, it is intended for federal income tax purposes that the Transaction be treated as a contribution by the TRCALP Protected Partner of its interest in TRCLP to the Partnership in exchange for OP Units and Preferred Units under Section 721 of the Internal Revenue Code of 1986, as amended (the "Code") pursuant to the "assets over" form of transaction set forth in Treasury Regulation Section 1.708-1(c)(3) and the receipt of a series of "debt financed distributions" within the meaning of Treasury Regulation Section 1.707-5(b);

WHEREAS, it is intended for federal income tax purposes that the Logan Transaction be treated as a contribution by the TRCALP Protected Logan Partner of their interests in Two Logan LP in exchange for an equity interest in Subsidiary Partnership under Section 721 of the Code;

WHEREAS, in accordance with Section 2 of the Contribution Agreement and in consideration for the agreement of the Protected Partners to consummate the Transaction, and the Logan Transaction the parties desire to enter into this Agreement regarding certain tax matters associated with the Transaction and the Logan Transaction; and

WHEREAS, the REIT, the Partnership, and the Subsidiary Partnership desire to evidence their agreement regarding amounts that may be payable as a result of certain actions being taken by the Partnership or Subsidiary Partnership regarding the disposition of certain of the assets of TRCLP, the Subsidiary Partnership or other contributed assets and certain debt obligations of the Partnership, its partners and its subsidiaries.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein and in the Contribution Agreement, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

To the extent not otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in the Contribution Agreement (as defined above).

"Accounting Firm" has the meaning set forth in Section 4.2

"Allocable Share of Incurred Indebtedness" has the meaning set forth in
Section 3.1, and shall be, for each Protected Partner, the amount set forth on Schedule 3.1 hereto next to such Protected Partner's name as amended from time to time.

"Closing Date" means the date hereof.

"Code" means the Internal Revenue Code of 1986, as amended.

"Consent" means the prior written consent to do the act or thing for which the consent is required or solicited, which consent may be executed by a duly authorized officer or agent of the party granting such consent.

"Guaranteed Amount" means the aggregate amount of each Guaranteed Debt that is guaranteed at any time by Partner Guarantors.

"Guaranteed Debt" means any loan existing, incurred (or assumed) by the Partnership or any of its Subsidiaries that is guaranteed in whole or in part by Partner Guarantors at any time on or after the Closing Date pursuant to Article 3 hereof.

"Incurred Indebtedness" shall mean indebtedness which qualifies as Qualified Guarantee Indebtedness and meets the additional requirements of
Section 3.2(vii) and (viii) which is incurred by the Partnership to fund a "debt financed distribution" to a Protected Partner within the meaning of Treasury Regulation Section 1.707-5(b) as further described in Section 3.2 hereof and
Section 2 of the Contribution Agreement.

"Indirect Owner" means, in the case of a Protected Partner that is an entity classified as an S corporation, a partnership or disregarded entity for federal income tax purposes, any person owning an equity interest in such Protected Partner, and, in the case of any Indirect Owner that itself is an entity classified as an S Corporation, a partnership or disregarded entity for federal income tax purposes, any person owning an equity interest in such entity.

"Minimum Liability Amount" means, for each Protected Partner, the amount set forth on Schedule 3.1 hereto next to such Protected Partner's name as amended from time to time, but in no event shall the aggregate Minimum Liability Amount exceed the sum of $50,000,000 plus the Protected Partners' aggregate historical Allocable Share of Incurred Indebtedness.

"Nonrecourse Liability" has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).

"OP Units" means Class A units of limited partnership interest of the Partnership owned by the Protected Partners, as described in the Partnership Agreement and any other partnership interest into which such OP Units may be converted.

"Partner Guarantors" means those Protected Partners who have guaranteed any portion of the Guaranteed Debt. The Partner Guarantors and each Partner Guarantor's dollar amount share of the Guaranteed Amount with respect to the Guaranteed Debt, including any Incurred Indebtedness, as of the Closing Date will be set forth on Schedule 3.2 hereto as amended from time to time.

"Partnership" means Brandywine Operating Partnership, L.P., a Delaware limited partnership.

"Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P., dated as of November 18, 1997 as amended through the Closing Date, and as the same may be further amended in accordance with the terms thereof.

"Preferred Units" means zero coupon preferred units of limited partnership interest of the Partnership, as described in the Contribution Agreement and the Partnership Agreement.

"Protected Gain" shall mean all of the gain that would be allocable to and recognized by a Protected Partner (or Indirect Owners) under Section 704(c) of the Code in the event of the sale of a Protected Property or direct or indirect interest therein in a fully taxable transaction on the Closing Date for consideration equal to the Section 704(c) Value of such Protected Property on the Closing Date as set forth in Schedule 2.1B hereto.

"Protected Partner" means those persons set forth on Schedule 2.1(a) hereto as "Protected Partners," any person who acquires OP Units, Preferred Units or interests in Subsidiary Partnership from a Protected Partner (or Indirect Owner) in a transaction in which gain or loss is not recognized in whole or in part and in which such transferee's adjusted basis, as determined for federal income tax purposes, is determined in whole or in part by reference to the adjusted basis of a Protected Partner (or Indirect Owner) in such OP Units, Preferred Units or interests in Subsidiary Partnership.

"Protected Logan Partners" means TLSEA-II and TLC-Inc.

"Protected Property" means (i) each of the properties identified as a Protected Property on Schedule 2.1(b) hereto; (ii) any other properties or assets hereafter acquired by the Partnership or direct or indirect interest owned by the Partnership in any Subsidiary that owns an interest in a Protected Property, if the disposition of such properties, assets or interest would result in the recognition of Protected Gain with respect to a Protected Property by a Protected Partner (or Indirect Owner); and (iii) any other property that the Partnership directly or indirectly receives that is in whole or in part a "substituted basis property" as defined in Section 7701(a)(42) of the Code with respect to a Protected Property or interest therein.

"Qualified Guarantee" has the meaning set forth in Section 3.2.

"Qualified Guarantee Indebtedness" has the meaning set forth in Section 3.2.

"Section 704(c) Value" means the fair market value of any Protected Property as agreed to by the Partnership and the Protected Partners and as set forth next to each Protected Property on Schedule 2.1(b). The Section 704(c) Value for each Protected Property shall be as determined by agreement between the Protected Partners and the Partnership pursuant to this Agreement. The Partnership shall initially carry each Protected Property on its books at a value equal to the Section 704(c) Value of such Protected Property as set forth above.

"Subsidiary" means any entity in which the Partnership owns a direct or indirect interest and which entity owns a Protected Property on the Closing Date, after giving effect to the Transaction and the Logan Transaction, or that

thereafter is a successor entity through which the Partnership holds a direct or indirect interest in a Protected Property.

"Subsidiary Partnership" means Two Logan Holdings LP, a Pennsylvania limited partnership.

"Successor Partnership" has the meaning set forth in Section 2.2.

"Taxes" means all federal, state, local and foreign taxes (including, without limitation, income, profit, franchise, sales, use, real property, personal property, ad valorem, excise, employment, social security and wage withholding taxes) and installments and estimated taxes, assessments, deficiencies, levies, imposts, duties, withholdings, or other similar charges of every kind, character and description imposed by any governmental authority, and any interest, penalties or additions to tax imposed thereon or in connection therewith.

"Tax Protection Period" means (i) with respect to the Protected Properties set forth on Schedule 2.1(b) as 3 year Protected Properties the period commencing on the Closing Date and ending at 12:01 AM on January 1, 2008,
(ii) with respect to the Protected Properties set forth on Schedule 2.1(b) as 10 year Protected Properties the period commencing on the Closing Date and ending at 12:01 AM on January 1, 2015, (iii) with respect to the Protected Properties set forth on Schedule 2.1(b) as 15 year Protected Properties the period commencing on the Closing Date and ending at 12:01 AM on January 1, 2020, and
(iv) with respect to the obligations of the Partnership set forth in Article 3 hereof the period commencing on the Closing Date and extending throughout the entire period that one or more Protected Partners (or Indirect Owner thereof) is a holder of OP Units or Preferred Units.

"TRCALP Protected Partner" means TRC Associates Limited Partnership.

ARTICLE II
RESTRICTIONS ON DISPOSITIONS OF
PROTECTED PROPERTIES

2.1. GENERAL PROHIBITION ON DISPOSITION OF PROTECTED PROPERTIES. The REIT, the Partnership and the Subsidiary Partnership agree for the benefit of each Protected Partner (and the Indirect Owners thereof), for the term of the Tax Protection Period applicable with respect to a Protected Property, not to directly or indirectly sell, exchange, transfer, or otherwise dispose of such a Protected Property or any interest therein (without regard to whether such disposition is voluntary or involuntary) in a transaction that would cause any of the Protected Partners (or Indirect Owners thereof) to recognize any Protected Gain.

Without limiting the foregoing, the term "sale, exchange, transfer or disposition" by the Partnership shall be deemed to include, and the prohibition shall extend to:

(a) any direct or indirect disposition by any direct or indirect Subsidiary of any Protected Property or any interest therein;

(b) any direct or indirect disposition by the Partnership or the Subsidiary Partnership of any Protected Property (or any direct or indirect interest therein) that is subject to Section 704(c)(1)(B) of the Code and the Treasury Regulations thereunder; and

(c) any distribution by the Partnership or the Subsidiary Partnership to a Protected Partner that is subject to Section 737 of the Code and the Treasury Regulations thereunder;

Without limiting the foregoing, a disposition shall include any transfer, voluntary or involuntary, in a foreclosure proceeding, pursuant to a deed in lieu of foreclosure, or in a bankruptcy proceeding.

2.2. EXCEPTIONS WHERE NO GAIN RECOGNIZED. Notwithstanding the restrictions set forth in Section 2.1, the Partnership or any Subsidiary may dispose of any Protected Property (or an interest therein) if such disposition qualifies as a like-kind exchange under Section 1031 of the Code, or an involuntary conversion under Section 1033 of the Code, or other transaction (including, but not limited to, a contribution of property to any entity that qualifies for the non-recognition of gain under Section 721 or Section 351 of the Code, or a merger or consolidation of the Partnership with or into another entity that qualifies for taxation as a "partnership" for federal income tax purposes (a "Successor Partnership")) that, as to each of the foregoing, does not result (in the year of such disposition or in a later year) in the recognition of any taxable income or gain to any Protected Partner (or Indirect Owners) with respect to any of the Preferred Units or OP Units. In further clarification thereof:

(a) in the case of a Section 1031 like-kind exchange, if such exchange is with a "related party" within the meaning of Section 1031(f)(3) of the Code, any direct or indirect disposition by such related party of the Protected Property or any other transaction prior to the expiration of the two
(2) year period following such exchange that would cause Section 1031(f)(1) to apply with respect to such Protected Property (including by reason of the application of Section 1031(f)(4)) shall be considered a violation of Section 2.1 by the Partnership;

(b) in the event that at the time of the exchange or other disposition the Protected Property is secured, directly or indirectly, by indebtedness that is guaranteed by a Partner Guarantor (or for which a Protected Partner (or Indirect Owner) otherwise has personal liability) and the transferee is not a Subsidiary of the Partnership that both is more than 50% owned, directly or indirectly by the Partnership and is and will continue to be under the legal control of the Partnership (which shall include a partnership or limited liability company in which the Partnership or a wholly owned subsidiary of the Partnership is the sole managing general partner or sole managing member, as applicable), (a) either (I) such indebtedness shall be repaid in full or (II) the Partnership shall obtain from the lenders with respect to such indebtedness a full and complete release of liability for each of the Protected Partners (or Indirect Owners) that has guaranteed, or otherwise has liability for, such indebtedness, and (b) if such indebtedness is a Guaranteed Debt and the Tax Protection Period with respect to Article 3 shall not have expired, the Partnership shall comply with its covenants set forth in Article 3 below with respect to such Guaranteed Debt and the Partner Guarantors that are considered to have liability for such Guaranteed Debt (determined under Section 3.4 treating such events as a repayment of the Guaranteed Debt); and

(c) in the event of a merger or consolidation involving the Partnership (or any Subsidiary) and a Successor Partnership, the Successor Partnership shall have agreed in writing for the benefit of the Protected Partners (and the Indirect Owners thereof) that all of the restrictions contained in this Agreement shall continue to apply, including but not limited to, those with respect to each Protected Property.

2.3. MERGERS. Any merger or consolidation involving the Partnership or any Subsidiary of the Partnership, whether or not the Partnership or Subsidiary is the surviving entity in such merger or consolidation, that results in a Protected Partner (or an Indirect Owner) being required to recognize part or all of the Protected Gain shall be deemed to be a disposition of the Protected Property for purposes of Section 2.1 and Article 4 shall fully apply.

2.4. TAX TREATMENT OF THE TRANSACTION AND THE LOGAN TRANSACTION. The REIT, the Partnership and the Subsidiary Partnership covenant that except to the extent a contrary position is required as a result of a change in law after the date hereof, the Transaction and the Logan Transaction will be reported for tax purposes on all tax returns and submissions, as follows: (i) the contributions by the Protected Partners pursuant to the Contribution Agreement related to the Transaction shall be treated for all purposes as a contribution of property to the Partnership under Section 721 of the Code in which no gain or loss is recognized by any Protected Partner (or Indirect Owner) for federal income tax purposes, (ii) none of the TRCALP Cash Consideration, Deferred Payments, or Alternate Cash Consideration (each as defined in the Contribution Agreement) distributed to the Protected Partners shall be treated as giving rise to a transfer of money or other property that would have to be taken into account under Treasury Regulations Section 1.707-3 as part of a disguised sale, and
(iii) the Logan Transaction shall be treated for all purposes as a contribution of property to Subsidiary Partnership under Section 721 of the Code in which no gain or loss is recognized by any Protected Logan Partner. The parties hereto agree that they shall not take any income tax position inconsistent with treating the Transaction and the Logan Transaction as resulting in the non-recognition of gain or loss to all Protected Partners (and Indirect Owners thereof). The Protected Partners acknowledge that the foregoing is not a guarantee that such treatment will be respected for income tax purposes and the Partnership and the Subsidiary Partnership shall have no liability to a Protected Partner (or Indirect Owner) as a result of the Internal Revenue Service successfully asserting a contrary position.

ARTICLE III

ALLOCATION OF LIABILITIES; GUARANTEE OPPORTUNITY
AND DEFICIT RESTORATION OBLIGATIONS

3.1. MINIMUM LIABILITY ALLOCATION. During the Tax Protection Period, the Partnership will offer to each Protected Partner (or, at the request of an Indirect Owner thereof, such Indirect Owner) the opportunity (i) to enter into Qualified Guarantees of Qualified Guarantee Indebtedness (other than Incurred Indebtedness), in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of
Section 752 of the Code to be not less than such Protected Partner's Minimum Liability Amount and to cause the amount of partnership liabilities with respect to which such Protected Partner will be considered to be "at risk" for purposes of Section 465 of the Code to be not less than such Protected Partner's Minimum Liability Amount, as provided in this Article 3, and (ii) to enter into a Qualified Guarantee of Qualified Guarantee Indebtedness, meeting the additional requirements of Sections 3.2(vii) and (viii), incurred by the Partnership pursuant to Section 2 of the Contribution Agreement ("Incurred Indebtedness") in order to cause each Protected Partner's share of the Incurred Indebtedness (within the meaning of Treasury Regulation Section 1.707-5(b)) (such Protected Partner's "Allocable Share of the Incurred Indebtedness") to equal such Protected Partner's share of the cash distribution traceable to the Incurred Indebtedness (within the meaning of Treasury Regulation Section 1.707-5(b)) used to fund the TRCALP Cash Consideration, Deferred Payments, and/or Alternate Cash Consideration. In order to minimize the need for Protected Partners to enter into Qualified Guarantees, the Partnership will use the optional method under Treasury Regulation Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property to the Protected Partners to the extent that the "built-in gain" with respect to those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Protected Property allocated to the Protected Partners under Treasury Regulation Section 1.752-3(a)(2).

3.2. QUALIFIED GUARANTEE INDEBTEDNESS, INCURRED INDEBTEDNESS AND QUALIFIED GUARANTEE; TREATMENT OF QUALIFIED GUARANTEE INDEBTEDNESS AND INCURRED INDEBTEDNESS AS GUARANTEED DEBT. In order for an offer by the Partnership of an opportunity to guarantee indebtedness to satisfy the requirements of this Article 3, (1) the indebtedness to be guaranteed must also satisfy conditions

(i) through (vi) set forth in this Section 3.2 (indebtedness satisfying all such conditions is referred to as "Qualified Guarantee Indebtedness"); and with respect to Incurred Indebtedness, the indebtedness must satisfy the additional conditions or other requirements set forth in (vii) and (viii) of this Section 3.2; (2) the guarantee by the Partner Guarantors must be pursuant to a Guarantee Agreement substantially in the form attached hereto as Schedule 3.7 that satisfies the conditions set forth in Sections 3.2(i) and (iii) (a "Qualified Guarantee"); (3) the amount of debt offered to be guaranteed by the Partner Guarantor, if pursuant to Section 3.4, must not exceed the portion of the Guaranteed Amount for which a replacement guarantee is being offered; and (4) the debt to be guaranteed must be considered indebtedness of the Partnership for purposes of determining the adjusted tax basis of the interests of partners in the Partnership in their partnership interests. If, and to the extent that, a Partner Guarantor elects to guarantee Qualified Guarantee Indebtedness pursuant to an offer made in accordance with this Article 3 or guarantees Incurred Indebtedness, such indebtedness thereafter shall be considered a Guaranteed Debt and subject to all of this Article 3.

The conditions that must be satisfied at all times with respect to any Guaranteed Debt or Incurred Indebtedness (but as to Incurred Indebtedness only with respect to clauses (i), (iii), (iv), (vii) and (viii) below) offered pursuant to this Article 3 hereof and the guarantees with respect thereto are as follows:

(i) each such guarantee shall be a "bottom dollar guarantee" in that the lender for the Guaranteed Debt is required to pursue all other collateral and security for the Guaranteed Debt (other than any "bottom dollar guarantees" permitted pursuant to this clause (i) and/or Section 3.3 below) prior to seeking to collect on such a guarantee, and the lender shall have recourse against the guarantee only if, and solely to the extent that, the total amount recovered by the lender with respect to the Guaranteed Debt after the lender has exhausted its remedies as set forth above is less than the aggregate of the Guaranteed Amounts with respect to such Guaranteed Debt (plus the aggregate amounts of any other guarantees (x) that are in effect with respect to such Guaranteed Debt at the time the guarantees pursuant to this Article 3 are entered into, or (y) that are entered into after the date the guarantees pursuant to this Article 3 are entered into with respect to such Guaranteed Debt and that comply with Section 3.5 below, but only to the extent that, in either case, such guarantees are "bottom dollar guarantees" with respect to the Guaranteed Debt), and the maximum aggregate liability of each Partner Guarantor for all Guaranteed Debt shall be limited to the amount actually guaranteed by such Partner Guarantor;

(ii) the fair market value of the property collateral (not including any guarantees) against which the lender has recourse pursuant to the Guaranteed Debt, determined as of the time the guarantee is entered into (an independent appraisal relied upon by the lender in making the loan will be the conclusive evidence of such fair market value when the guarantee is being entered into in connection with the closing of such loan), shall not be less than 140% of the sum of (x) Guaranteed Debt, plus (y) the aggregate amounts of any other guarantees that are in effect with respect to such Guaranteed Debt at the time the guarantees pursuant to this Article 3 are entered into with respect to such Guaranteed Debt and that comply with Section 3.2(v) below, but only to the extent that such guarantees are "bottom dollar guarantees" with respect to the Guaranteed Debt);

(iii) (A) the executed guarantee must be executed by and delivered to the lender, (B) the execution of the guarantee by the Partner Guarantors must be acknowledged by the lender, and (C) the guarantee must be enforceable under the laws of the state governing the loan and in which the property securing the loan is located;

(iv) as to each Partner Guarantor that is executing a guarantee pursuant to this Agreement, there must be no other person that would be considered to "bear the economic risk of loss," within the meaning of Treasury

Regulation Section 1.752-2, or would be considered to be "at risk" for purposes of Section 465(b) with respect to that portion of such debt for which such Partner Guarantor is being made liable for purposes of satisfying the Partnership's obligations to such Partner Guarantor under this Article 3;

(v) the aggregate Guaranteed Amounts with respect to the Guaranteed Debt will not exceed 35% of the amount of the Guaranteed Debt outstanding at the time the guarantee is executed. Except for guarantees already in place at the time a guarantee opportunity is presented to the Protected Partners, at no time can there be guarantees with respect to the Guaranteed Debt that are provided by other persons that are "pari passu" with or at a lower level of risk than the guarantees provided by the Protected Partners. If there are guarantees already in place at the time a guarantee opportunity is presented to the Protected Partners that are "pari passu" with or at a lower level of risk than the guarantees provided by the Protected Partners, then the amount of Guaranteed Debt subject to such existing guarantees shall be added to the Guaranteed Amount for purposes of calculating the 35% limitation set forth in this Section 3.2(v); and

(vi) the obligor with respect to the Guaranteed Debt is the Partnership or, in the case of Guaranteed Debt other than Incurred Indebtedness, an entity in which the Partnership owns, directly and indirectly, not less than 51% of the economic interests and which is and will continue to be under the legal control of the Partnership (which shall include a partnership or limited liability company in which the Partnership or a wholly-owned subsidiary of the Partnership is the sole managing general partner or sole managing member, as applicable).

The Partnership shall be deemed to satisfy the requirements of Sections 3.2(i), (ii) and (v) if, in lieu of offering a bottom dollar guarantee of indebtedness secured by specific properties, it offers a bottom dollar guarantee (or an indemnity of an existing guarantor) of a general unsecured obligation of the Partnership which is recourse, without limitation, to all of the assets of the Partnership and is made by a third party institutional lender with financial covenants that are standard for such a loan. Such a guarantee may be "pari passu" with or at a higher level of risk than another bottom dollar guarantee of such indebtedness provided that the aggregate amount of such other guarantee is less than $65 million.

The additional conditions that must be satisfied at all times with respect to Incurred Indebtedness offered pursuant to this Article 3 hereof and the guarantees with respect thereto are as follows:

(vii) the amount of the Incurred Indebtedness shall equal the amount specified by the Protected Partners as TRCALP Cash Consideration, Deferred Payments and/or Alternate Cash Consideration in connection with Section 2 of the Contribution Agreement so that all of the cash designated as a "debt-financed distribution" shall qualify as a debt-financed distribution attributable to the Incurred Indebtedness with respect to each Protected Partner, no portion of which is taken into account as a "transfer of money" for purposes of Section 707 and Treasury Regulation Sections 1.707-1 through 1.707-9;

(viii) notwithstanding Section 3.2 (vi) or 3.4 hereto, the obligor with respect to the Incurred Indebtedness shall at all times be the Partnership, such Incurred Indebtedness shall be a recourse obligation of the Partnership where the Lender has recourse, without limitation, to all of the assets of the Partnership, the term of the Incurred Indebtedness is not less than forty-eight
(48) months, and such indebtedness is a distinct and separate liability of the Partnership in an amount equal to the TRCALP Cash Consideration, Deferred Payment and/or Alternate Cash Consideration made to the Protected Partners and for which such Protected Partner Partner Guarantors solely bear the economic risk of loss within the meaning of Treasury Regulation Section 1.752-2.

3.3. COVENANT WITH RESPECT TO GUARANTEED DEBT COLLATERAL. The Partnership covenants with the Partner Guarantors with respect to the Guaranteed Debt that (A) it will comply with the requirements set forth in Section 2.2(b) upon any disposition of any collateral for a Guaranteed Debt, whether during or following the Tax Protection Period, and (B) it will not at any time, whether during or following the Tax Protection Period, pledge the collateral with respect to a Guaranteed Debt to secure any other indebtedness (unless such other indebtedness is, by its terms, subordinate in all respects to the Guaranteed Debt for which such collateral is security) or otherwise voluntarily dispose of or reduce the amount of such collateral unless either (i) after giving effect thereto the conditions in Section 3.2 would continue to be satisfied with respect to the Guaranteed Debt and the Guaranteed Debt otherwise would continue to be Qualified Guarantee Indebtedness, or in the case of Guaranteed Debt other than Incurred Indebtedness (ii) the Partnership (A) obtains from the lender with respect to the original Guaranteed Debt a full and complete release of any Partner Guarantor unless the Partner Guarantor expressly requests that it not be released, and (B) if the Tax Protection Period has not expired, offers to each Partner Guarantor with respect to such original Guaranteed Debt, not less than 30 days prior to such pledge or disposition, the opportunity to enter into a Qualified Guarantee of other Partnership indebtedness that constitutes Qualified Guarantee Indebtedness (with such replacement indebtedness thereafter being considered a Guaranteed Debt and subject to this Article 3) in an amount equal to the amount of such original Guaranteed Debt that was guaranteed by such Partner Guarantor.

3.4. REPAYMENT OR REFINANCING OF GUARANTEED DEBT. The Partnership shall not, at any time during the Tax Protection Period applicable to a Partner Guarantor, repay or refinance all or any portion of any Guaranteed Debt unless
(i) after taking into account such repayment, each Partner Guarantor would be entitled, pursuant to Treasury Regulation Section 1.752-2 (and not Treasury Regulation Section 1.752-3), to include in its adjusted tax basis for its Preferred Units or OP Units an amount of Guaranteed Debt equal to its Minimum Liability Amount plus its Allocable Share of Incurred Indebtedness, or (ii) alternatively, the Partnership, not less than 30 days prior to such repayment or refinancing, offers to the applicable Partner Guarantors the opportunity to enter into a Qualified Guarantee with respect to other Qualified Guarantee Indebtedness in an amount sufficient so that, taking into account such guarantees of such other Qualified Guarantee Indebtedness each Partner Guarantor who guarantees such other Qualified Guarantee Indebtedness in the amount specified by the Partnership would be entitled, pursuant to Treasury Regulation
Section 1.752-2 (and not Treasury Regulation Section 1.752-3), to include in its adjusted tax basis for its OP Units or Preferred Units debt equal to the Minimum Liability Amount plus its Allocable Share of Incurred Indebtedness for such Partner Guarantor. Notwithstanding the foregoing, under no circumstances shall the Partnership prepay or refinance prior to the expiration of its term a Guaranteed Debt which is an Incurred Indebtedness unless the Partnership simultaneously incurs a new Incurred Indebtedness in the exact same amount, which is a distinct and separate liability of the Partnership and allows each of the Protected Partners the opportunity to make a Qualified Guarantee of such indebtedness in an amount equal to its Allocable Share of the Incurred Indebtedness (provided that the term of such "refinanced" Incurred Indebtedness may be forty-eight (48) months less the number of full months that has run on the term of the prior Incurred Indebtedness which such new Incurred Indebtedness is refinancing). If an Incurred Indebtedness is at the end of the (48) month period refinanced with Qualified Guarantee Indebtedness which is not Incurred Indebtedness, then such Allocable Share of Incurred Indebtedness shall be considered a Minimum Liability Amount and Schedule 3.1 shall be amended accordingly.

3.5. LIMITATION ON ADDITIONAL GUARANTEES WITH RESPECT TO DEBT SECURED BY COLLATERAL FOR GUARANTEED DEBT. The Partnership shall not offer the opportunity or make available to any person or entity other than a Protected Partner a guarantee of any Guaranteed Debt or other debt that is secured, directly or indirectly, by any collateral for Guaranteed Debt unless such Guaranteed Debt is not Incurred Indebtedness and (i) such debt by its terms is subordinate in all respects to the Guaranteed Debt or, if such other guarantees

are of the Guaranteed Debt itself, such guarantees by their terms must be paid in full before the lender can have recourse to the Partner Guarantors (i.e., the first dollar amount of recovery by the applicable lenders must be applied to the Guaranteed Amount); provided that the foregoing shall not apply with respect to additional guarantees of Guaranteed Debt so long as the conditions set forth in Sections 3.2(ii) and (v) would be satisfied immediately after the implementation of such additional guarantee (determined in the case of Section 3.2(ii), based upon the fair market value of the collateral for such Guaranteed Debt at the time the additional guarantee is entered into and adding the amount of such additional guarantee(s) to the sum of the applicable Guaranteed Amounts plus any other preexisting "bottom dollar guarantees" previously permitted pursuant to this Section 3.5 or Sections 3.2(i) and (ii) above, for purposes of making the computation provided for in Section 3.2(ii)), and (ii) and such other guarantees do not have the effect of reducing the amount of the Guaranteed Debt that is includible by any Partner Guarantor in its adjusted tax basis for its Preferred Units or OP Units pursuant to Treasury Regulation Section 1.752-2.

3.6. PROCESS. Whenever the Partnership is required under this Article 3 to offer to one or more of the Partner Guarantors an opportunity to guarantee Qualified Guarantee Indebtedness, the Partnership shall be considered to have satisfied its obligation if the other conditions in this Article 3 are satisfied and, not less than thirty (30) days prior to the date that such guarantee would be required to be executed in order to satisfy this Article 3, the Partnership sends by first class mail, return receipt requested, to the last known address of each such Partner Guarantor (as reflected in the records of the Partnership) the Guarantee Agreement to be executed (which shall be substantially in the form of Schedule 3.7 hereto, with such changes thereto as are necessary to reflect the relevant facts) and a brief letter explaining the relevant circumstances (including, as applicable, that the offer is being made pursuant to this Article 3, the circumstances giving rise to the offer, a brief summary of the terms of the Qualified Guarantee Indebtedness to be guaranteed, a brief description of the collateral for the Qualified Guarantee Indebtedness, a statement of the amount to be guaranteed, the address to which the executed Guarantee Agreement must be sent and the date by which it must be received, and a statement to the effect that, if the Protected Partner fails to execute and return such Agreement within the time period specified, the Partner Guarantor thereafter would lose its rights under this Article 3 with respect to the amount of debt that the Partnership is required to offer to be guaranteed and depending upon the Partner Guarantor's circumstances and other circumstances related to the Partnership, the Partner Guarantor could be required to recognize taxable gain as a result thereof, either currently or prior to the expiration of the Tax Protection Period, that otherwise would have been deferred. If a notice is properly sent in accordance with this procedure, the Partnership shall have no responsibility as a result of the failure of a Partner Guarantor either to receive such notice or to respond thereto within the specified time period.

3.7. PRESUMPTION AS TO SCHEDULE 3.7. The form of the Guarantee Agreement attached hereto as Schedule 3.7 shall be conclusively presumed to satisfy the conditions set forth in Section 3.2(i) and to have caused the Guaranteed Debt to be considered allocable to the Protected Partner who enters into such Guarantee Agreement pursuant to Treasury Regulation Sections 1.752-2 and 1.707-5(b) so long as all of the following conditions are met with respect such Guaranteed Debt:

(i) there are no other guarantees in effect with respect to such Guaranteed Debt (other than the guarantees contemporaneously being entered into by the Partner Guarantors pursuant to this Article 3 or, in the case of Incurred Indebtedness, that comply with the paragraph following Section 3.2(vi));

(ii) the collateral securing such Guaranteed Debt is not, and shall not thereafter become, collateral for any other indebtedness that is senior to or pari passu with such Guaranteed Debt;

(iii) no additional guarantees with respect to such Guaranteed Debt will be entered into during the applicable Tax Protection Period pursuant to the proviso set forth in Section 3.5;

(iv) the lender with respect to such Guaranteed Debt is not the Partnership, any Subsidiary or other entity in which the Partnership owns a direct or indirect interest, the REIT, any other partner in the Partnership, or any person related to any partner in the Partnership as determined for purposes of Treasury Regulation Section 1.752-2 or any person that would be considered a "related party" as determined for purposes of Section 465 of the Code; and

(v) none of the REIT, nor any other partner in the Partnership, nor any person related to any partner in the Partnership as determined for purposes of Treasury Regulation Section 1.752-2 shall have provided, or shall thereafter provide, collateral for, or otherwise shall have entered into, or shall thereafter enter into, a relationship that would cause such person to be considered to bear the risk of loss with respect to such Guaranteed Debt, as determined for purposes of Treasury Regulation Section 1.752-2 or that would cause such entity to be considered "at risk" with respect to such Guaranteed Debt, as determined for purposes of Section 465 of the Code.

ARTICLE IV
REMEDIES FOR BREACH

4.1. MONETARY DAMAGES. In the event that the Partnership or the Subsidiary Partnership breaches its obligations set forth in Article 2, Article 3, Article 5, Article 6 or Article 7 with respect to a Protected Partner (or Indirect Owner thereof), the Protected Partner's (and Indirect Owner's) sole right shall be to receive from the Partnership, and the Partnership shall pay to such Protected Partner (or Indirect Owner thereof) as damages, an amount equal to:

(a) in the case of a violation of Section 2.4 or Articles 3, 5, 6, or 7, the aggregate federal, state and local income taxes (including any interest and penalties that are determined to be applicable) incurred by the Protected Partner (or its Indirect Owners) as a result of the income or gain allocated to, or otherwise recognized by, such Protected Partner (or its Indirect Owners) by reason of such breach;

(b) in the case of a violation of Article 2 (other than Section 2.4), the aggregate federal, state, and local income taxes (including any interest and penalties that are determined to be applicable) incurred with respect the Protected Gain incurred with respect to the Protected Property that is allocable to such Protected Partner (or Indirect Owners thereof) under the Partnership Agreement;

plus in the case of either (a) or (b), an amount equal to the aggregate federal, state, and local income taxes payable by the Protected Partner (or Indirect Owners thereof) (including any interest and penalties that are determined to be applicable) as a result of the receipt of any payment required under this
Section 4.1 on a fully grossed up basis (i.e., so that the amount remaining to the Protected Partner (or Indirect Owners) after the payments of any federal, state and local taxes on all such payments due to the Protected Partners (or Indirect Owners) is the amount required to be paid to the Protected Partner (or Indirect Owners) under Section 4.1(a) or (b) before calculation of such amounts.)

For purposes of computing the amount of federal, state, and local income taxes required to be paid by a Protected Partner (or Indirect Owners thereof), (i) any deduction for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into account, and (ii) a Protected Partner's (or Indirect Owner's) tax liability shall be computed using the highest federal, state and local marginal income tax rates that would be applicable to such Protected Partner's (or Indirect Owner's) taxable income (taking into account the character of such income or gain) for

the year with respect to which the taxes must be paid, without regard to any deductions, losses or credits that may be available to such Protected Partner (or Indirect Owner) that would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized by the Protected Partner (or Indirect Owner) to offset other income, gain or taxes of the Protected Partner (or Indirect Owner), either in the current year, in earlier years, or in later years.

4.2. PROCESS FOR DETERMINING DAMAGES. If the Partnership or the Subsidiary Partnership has breached or violated any of the covenants set forth in Article 2, Article 3, Article 5, Article 6 or Article 7 (or a Protected Partner (or Indirect Owner thereof)) asserts that the Partnership has breached or violated any of the covenants set forth in Article 2, Article 3, Article 5, Article 6, or Article 7), the Partnership and the Protected Partner (or Indirect Owners thereof) agree to negotiate in good faith to resolve any disagreements regarding any such breach or violation and the amount of damages, if any, payable to such Protected Partner (or Indirect Owners thereof) under Section 4.1 (and to the extent applicable, Section 4.4). If any such disagreement cannot be resolved by the Partnership and such Protected Partner (or Indirect Owner thereof) within (i) sixty (60) days after the receipt of notice from the Partnership of such breach and the amount of income to be recognized by reason thereof, (ii) sixty (60) days after the receipt of a notice from the Protected Partner (or Indirect Owner) that the Partnership has breached its obligation, which notice shall set forth the amount of income asserted to be recognized by the Protected Partner (or Indirect Owner) as a result of the breach, or (iii) ten (10) days following the receipt of notice from the Internal Revenue Service, or other taxing authority, asserting that the Protected Partner (or Indirect Owners) recognized taxable income as a result of a breach of this Agreement or on account of an actual or constructive cash distribution under Subchapter K of the Code (or the corresponding provision of state or local law) that exceeded the Protected Partner's adjusted income tax basis in the Units, the Partnership and the Protected Partner (or Indirect Owner) shall, in the case of an event described in clauses (i) and (ii) above, jointly retain a nationally recognized big four independent public accounting firm (an "Accounting Firm") to act as an arbitrator to resolve as expeditiously as possible all points of any such disagreement (including, without limitation, whether a breach of any of the covenants set forth in Article 2, Article 3, Article 5, Article 6 or Article 7, has occurred and, if so, the amount of damages to which the Protected Partner (or Indirect Owners thereof) is entitled as a result thereof, determined as set forth in Section 4.1 (and to the extent applicable, Section 4.4). All determinations made by the Accounting Firm with respect to the resolution of any breach or violation of any of the covenants set forth in Article 2, Article 3, Article 5, Article 6 or Article 7 and the amount of damages payable to the Protected Partner (or Indirect Owners) under Section 4.1 (and to the extent applicable, Section 4.4) shall, subject to a subsequent notice received pursuant to clause (iii) and the last sentence of this Section 4.2, be final, conclusive and binding on the Partnership and the Protected Partner (or Indirect Owner); provided, however, that a Protected Partner (or Indirect Owner) shall be permitted to make a claim for a breach of this Agreement at any time and without regard to any determination made by the Accounting Firm. The fees and expenses of any Accounting Firm incurred in connection with any such determination shall be shared equally by the Partnership and the Protected Partner (or Indirect owner), provided that if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected Partner (or Indirect Owner) is more than five percent (5%) higher than the amount proposed by the Partnership to be owed to such Protected Partner (or Indirect Owner) prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm incurred in connection with any such determination shall be paid by the Partnership, and if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected Partner (or Indirect Owner) is less than 95% of the amount proposed by the Protected Partner (or Indirect Owner) to be owed to the Protected Partner (or Indirect Owner) prior to the submission of the matter to the Accounting Firm then all of the fees and expenses of any Accounting Firm incurred in connection with any such determination shall be paid by the Protected Partner (or Indirect Owner). In the case of any event described in clause (iii) of this Section 4.2, the amount shown as due by the Internal Revenue Service or other taxing authority shall be presumed to be damages resulting from a breach of this Agreement and the amount of any such damages shall be increased by the amount of interest and penalties required to be paid

by the Protected Partner (or Indirect Owners thereof) so that the amount of the damages under this Section 4.1 shall not be less than the amount required to be paid to the Internal Revenue Service or other taxing authority in respect of the notice, grossed up for any additional amount required so that the net amount remaining after the reduction in the proceeds received on account of federal, state, and local taxes, plus interest and penalties, will be the amount of all taxes interest and penalties required to be paid by the Protected Partner (or Indirect Owner).

4.3. REQUIRED NOTICES; TIME FOR PAYMENT. In the event that there has been a breach of Article 2, Article 3, Article 5, Article 6, or Article 7 the Partnership shall provide to the Protected Partners notice of the transaction or event giving rise to such breach not later than at such time as the Partnership provides to the Protected Partners the Schedule K-1's to the Partnership's federal income tax return as required in accordance with Section 7.4 below. All payments required under this Article 4 to any Protected Partner (or Indirect Owners) shall be made to such Protected Partner (or Indirect Owners) on or before April 15 of the year following the year in which the gain recognition event giving rise to such payment took place; provided, that, if the Protected Partner (or Indirect Owners) is required to make estimated tax payments that would include such gain, the Partnership shall make a payment to the Protected Partner (or Indirect Owners) on or before the due date for such estimated tax payment and such payment from the Partnership shall be in an amount that corresponds to the amount of the estimated tax being paid by such Protected Partner (or Indirect Owners) at such time. In the event of a payment made after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the higher of (i) the "prime rate" of interest, as published in the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made plus 10% or (ii) twenty percent, but not to exceed the maximum amount permitted by law.

4.4. ADDITIONAL DAMAGES FOR BREACHES OF SECTION 2.2(B), SECTION 3.2 AND/OR SECTION 3.3. Notwithstanding any of the foregoing in this Article 4, in the event that the Partnership or the Subsidiary Partnership should breach any of its covenants set forth in Section 2.2(b), Section 3.2 and/or Sections 3.3
(i) or (ii) and a Protected Partner (or Indirect Owner) is required to make a payment in respect of such indebtedness that it would not have had to make if such breach had not occurred (an "Excess Payment"), then, in addition to the damages provided for in the other Sections of this Article 4, the Partnership shall pay to such Protected Partner (or Indirect Owners) an amount equal to the sum of (i) the Excess Payment plus (ii) the aggregate federal, state and local income taxes, if any, computed as set forth in Section 4.1, required to be paid by such Protected Partner (or Indirect Owners) by reason of this Section 4.4 becoming operative (for example, because the breach by the Partnership and this
Section 4.4 caused all or any portion of the indebtedness in question no longer to be considered debt includible in adjusted tax basis by the affected Protected Partner pursuant to Treasury Regulation Section 1.752-2(a)), plus (iii) an amount equal to the aggregate federal, state and local income taxes required to be paid by the Protected Partner, (or Indirect Owners) computed as set forth in
Section 4.1, as a result of any payment required under this Section 4.4.

ARTICLE V
SECTION 704(C) METHOD AND ALLOCATIONS

5.1. APPLICATION OF "TRADITIONAL METHOD." Notwithstanding any provision of the Partnership Agreement, the Partnership and the Subsidiary Partnership shall use the "traditional method" under Regulations Section 1.704-3(b) for purposes of making all allocations under Section 704(c) of the Code (with a "curative allocation" to offset the effects of the "ceiling rule," upon any sale of a Protected Property).

ARTICLE VI
ALLOCATIONS OF LIABILITIES PURSUANT TO REGULATIONS
UNDER SECTION 752

6.1. ALLOCATION METHODS TO BE FOLLOWED. All tax returns prepared by the Partnership with respect to the Tax Protection Period that allocate liabilities of the Partnership for purposes of Section 752 and the Treasury Regulations thereunder shall treat each Partner Guarantor as being allocated for federal income tax purposes an amount of recourse debt (in addition to any nonrecourse debt otherwise allocable to such Partner Guarantor in accordance with the Partnership Agreement and Treasury Regulations Section 1.752-3 and any other recourse liabilities allocable to such Partner Guarantor by reason of guarantees of indebtedness entered into pursuant to other agreements with the Partnership) pursuant to Treasury Regulation Section 1.752-2 equal to the sum of such Partner Guarantor's Minimum Liability Amount and Allocable Share of Incurred Indebtedness, as set forth on Schedule 3.1 hereto and as may be reduced pursuant to the terms of this Agreement, and the Partnership and the REIT shall not, during or with respect to the Protected Period, take any contrary or inconsistent position in any federal, state or local income tax returns (including, without limitation, information returns, such as Schedules K-1, provided to partners in the Partnership and returns of Subsidiaries of the Partnership) or any dealings involving the Internal Revenue Service (including, without limitation, any audit, administrative appeal or any judicial proceeding involving the income tax returns of the Partnership or the tax treatment of any holder of partnership interests the Partnership).

6.2. EXCEPTION TO REQUIRED ALLOCATION METHOD. Notwithstanding the provisions of this Agreement, the Partnership shall not be required to make allocations of Guaranteed Debt, Incurred Indebtedness or other recourse debt of the Partnership to the Protected Partners as set forth in this Agreement if and to the extent that the Partnership determines in good faith that there may not be "substantial authority" (within the meaning of Section 6662(d)(2)(B)(i) of the Code) for such allocation; provided that the Partnership shall provide to each Protected Partner (or in the event of their death or disability, their executor, guardian or custodian, as applicable), notice of such determination and if, within forty-five (45) days after the receipt thereof, the Partnership is provided an opinion of a law firm recognized as expert in such matters or a nationally recognized public accounting firm to the effect that there is "substantial authority" (within the meaning of Section 6662(d)(2)(B)(i) of the Code) for such allocations, the Partnership shall continue to make allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners as set forth in this Agreement; provided further that if there shall have been a judicial determination in a proceeding to which the Partnership is a party and as to which the Protected Partners (or Indirect Owners) have been allowed to participate as and to the extent contemplated in Article 7 to the effect that such allocations are not correct, Section 6.1 shall not apply unless the matter is being appealed to an applicable court of appeals and the opinion described above from counsel or accountants engaged by a Protected Partner (or Indirect Owner) shall have been provided, except that such opinion shall be to the effect that it is more likely than not that such allocations will be respected. In no event shall this Section 6.2 be construed to relieve the Partnership from any liability arising from a failure by the Partnership to comply with one or more of the provisions of Article 3 of this Agreement.

6.3. COOPERATION IN THE EVENT OF A CHANGE. If a change in the Partnership's allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners is required by reason of circumstances described in Section 6.2, the Partnership and its professional tax advisors shall cooperate in good faith with each Protected Partner (or Indirect Owners thereof) (or in the event of their death or disability, their executor, guardian or custodian, as applicable) and their professional tax advisors to develop alternative allocation arrangements and/or other mechanisms that protect the income tax positions of the Protected Partners (and Indirect Owners) in the

manner contemplated by the allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners (and Indirect Owners) as set forth in this Agreement.

ARTICLE VII
TAX PROCEEDINGS

7.1. NOTICE OF TAX AUDITS. If any claim, demand, assessment (including a notice of proposed assessment) or other assertion is made with respect to Taxes against the Protected Partners (or Indirect Owners) or the Partnership the calculation of which involves a matter covered in this Agreement or the tax treatment of the Transaction or the Logan Transaction ("Tax Claim") or if the REIT or the Partnership receives any notice from any jurisdiction with respect to any current or future audit, examination, investigation or other proceeding ("Proceeding") involving the Protected Partners (or Indirect Owners) or the Partnership or that otherwise could involve a matter covered in this Agreement and could directly or indirectly affect the Protected Partners (or Indirect Owners) (adversely or otherwise), then the REIT or the Partnership, as applicable, shall promptly notify the Protected Partners of such Tax Claim or Proceeding.

7.2. CONTROL OF TAX PROCEEDINGS. The REIT, as the general partner of the Partnership shall have the right to control the defense, settlement or compromise of any Proceeding or Tax Claim; provided, however, that the REIT shall not consent to the entry of any judgment or enter into any settlement with respect to such Tax Claim or Proceeding without the prior written consent of the Protected Partners (unless, and only to the extent, that any Taxes required to be paid by the Protected Partners (or Indirect Owners) as a result thereof would be required to be reimbursed by the Partnership and the REIT under Article 4 and the Partnership and the REIT agree in connection with such settlement or consent, to make such required payments); provided further that the Partnership shall keep the Protected Partners (and Indirect Owners) duly informed of the progress thereof to the extent that such Proceeding or Tax Claim could directly or indirectly affect (adversely or otherwise) the Protected Partners (or Indirect Owners) and that the Protected Partners (or Indirect owners) shall have the right to review and comment on any and all submissions made to the to Internal Revenue Service, a court, or other governmental body with respect to such Tax Claim or Proceeding and that the Partnership will consider such comments in good faith. Notwithstanding the foregoing, the Protected Partners shall have the right, with counsel of their choosing, to jointly control, with the REIT, any Proceeding or Tax Claim relating to the tax treatment of the Transaction or the Logan Transaction.

7.3. TIMING OF TAX RETURNS; PERIODIC TAX INFORMATION. The Partnership shall cause to be delivered to each Protected Partner, no later than April 15 of each year (beginning in 2005), an estimate of the Schedules K-1 that the Partnership or Subsidiary Partnership, as applicable, is required to deliver to such Protected Partners with respect to the prior taxable year, and a final Schedule K-1 by July 15. In addition, the Partnership and the Subsidiary Partnership agree to provide to the Protected Partners, upon request, an estimate of the taxable income expected to be allocable for a specified taxable year from the Partnership or Subsidiary Partnership to each Protected Partner and the entities that they control, provided that such estimates shall not be required to be provided more frequently than once each calendar quarter.

ARTICLE VIII
AMENDMENT OF THIS AGREEMENT; WAIVER OF CERTAIN PROVISIONS;
APPROVAL OF CERTAIN TRANSACTIONS

8.1. AMENDMENT. This Agreement may not be amended, directly or indirectly (including by reason of a merger between the Partnership and another entity) except by a written instrument signed by both the REIT, as general partner of the Partnership, and each of the Protected Partners.

8.2. WAIVER. Notwithstanding the foregoing, upon written request by the Partnership, each Protected Partner (or Indirect Owner), in its sole discretion, may waive the payment of any damages that is otherwise payable to such Protected Partner (or Indirect Owner) pursuant to Article 4 hereof. Such a waiver shall be effective only if obtained in writing from the affected Protected Partner (or Indirect Owner).

ARTICLE IX
MISCELLANEOUS

9.1. ADDITIONAL ACTIONS AND DOCUMENTS. Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, deliver, and file or cause to be executed, delivered and filed such further documents, and will obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement.

9.2. ASSIGNMENT. No party hereto shall assign its or his rights or obligations under this Agreement, in whole or in part, except by operation of law, without the prior written consent of the other parties hereto, and any such assignment contrary to the terms hereof shall be null and void and of no force and effect.

9.3. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the Protected Partners, the Indirect Owners and their respective successors and permitted assigns, whether so expressed or not. This Agreement shall be binding upon the REIT, the Partnership, the Subsidiary Partnership and any entity that is a direct or indirect successor, whether by merger, transfer, spin-off or otherwise, to all or substantially all of the assets of either the REIT or the Partnership (or any prior successor thereto as set forth in the preceding portion of this sentence), provided that none of the foregoing shall result in the release of liability of the REIT and the Partnership hereunder. The REIT, the Partnership, and the Subsidiary Partnership covenant with and for the benefit of the Protected Partners (and Indirect Owners thereof) not to undertake any transfer of all or substantially all of the assets of either entity (whether by merger, transfer, spin-off or otherwise) unless the transferee has in writing acknowledged and agreed to be bound by this Agreement, provided that the foregoing shall not be deemed to permit any transaction otherwise prohibited by this Agreement.

9.4. TRANSFER OR DEATH. If a Protected Partner (or Indirect Owner) transfers its direct or indirect interest in Preferred Units, OP Units or interests in Subsidiary Partnership in a fully taxable transaction or dies while holding OP Units, Preferred Units or interests in Subsidiary Partnership, and the transferee of such OP Units, Preferred Units or interests in Subsidiary Partnership receives a basis step-up in connection with such event such that the adjusted basis of the interest is equal to the greater of the fair market value of the interest or the share of the Partnership's or the Subsidiary Partnership's indebtedness allocable to the interest under Section 752 of the Code, then such transferee of the OP Units, Preferred Units or interests in Subsidiary Partnership formerly owned, directly or indirectly, by such Protected Partner (or Indirect Owner) (the "Affected Interest") will not be eligible to receive an indemnity payment under Section 4.1, hereof, or to recover damages for a breach of this Agreement other than pursuant to Section 2.2(b) or Section 3.3 with respect to such Affected Interest with respect to events occurring subsequent to such death or transfer. The Protected Partners (and Indirect Owners) agree not to take any action which would intentionally prevent a transferee of a direct or indirect interest in Preferred Units, OP Units or interests in Subsidiary Partnership, in a fully taxable transaction or upon death, from receiving a basis step-up.

9.5. MODIFICATION; WAIVER. No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power,

preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and not exclusive of any rights or remedies which they would otherwise have. No modification or waiver of any provision of this Agreement, nor consent to any departure by any party therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

9.6. REPRESENTATIONS AND WARRANTIES REGARDING AUTHORITY; NONCONTRAVENTION.

9.6.1. Representations and Warranties of the REIT and the Partnership. Each of the REIT, the Partnership and the Subsidiary Partnership has the requisite power and authority to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement by each of the REIT, the Partnership, and the Subsidiary Partnership and the performance of each of its respective obligations hereunder have been duly authorized by all necessary action on the part of each of the REIT, the Partnership and the Subsidiary Partnership. This Agreement has been duly executed and delivered by each of the REIT, the Partnership, and the Subsidiary Partnership and constitutes a valid and binding obligation of each of the REIT, the Partnership and the Subsidiary Partnership, enforceable against each of the REIT, the Partnership and the Subsidiary Partnership in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy or insolvency laws (or other laws affecting creditors' rights generally) or (ii) general principles of equity. The execution and delivery of this Agreement by each of the REIT, the Partnership and the Subsidiary Partnership do not, and the performance by each of its respective obligations hereunder will not, conflict with, or result in any violation of (i) the Partnership Agreement or (ii) any other agreement applicable to the REIT, the Partnership and/or the Subsidiary Partnership, other than, in the case of clause (ii), any such conflicts or violations that would not materially adversely affect the performance by the Partnership, the Subsidiary Partnership or the REIT of their obligations hereunder.

9.6.2. Representations and Warranties of the Protected Partners. Each of the Protected Partners has the requisite power and authority to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement by each of the Protected Partners and the performance of each of its respective obligations hereunder have been duly authorized by all necessary action on the part of each of the Protected Partners. This Agreement has been duly executed and delivered by each of the Protected Partners and constitutes a valid and binding obligation of each of the Protected Partners.

9.7. CAPTIONS. The Article and Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

9.8. NOTICES. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like changes of address) or sent by electronic transmission to the telecopier number specified below:

(i) if to the Partnership, the Subsidiary Partnership or the REIT, to:

Brandywine Operating Partnership, L.P.

c/o Brandywine Realty Trust
401 Plymouth Road, Suite 500
Plymouth Meeting, PA 19462

Attention: Gerard H. Sweeney,

            President and Chief Executive Officer
Facsimile:             (610) 832-4919
Telephone:             (610) 832-4901
E-mail:                jerry.sweeney@brandywinerealty.com

With a required copy to:

Brandywine Operating Partnership, L.P.

c/o Brandywine Realty Trust
401 Plymouth Road, Suite 500
Plymouth Meeting, PA 19462

Attention: Brad A. Molotsky, General Counsel

Facsimile:             (610) 832-4928
Telephone:             (610) 832-4908
E-mail:                brad.molotsky@brandywinerealty.com

(ii) if to a Protected Partner, to the address on file with the Partnership with a notice to:

Telephone:             (215) 563-3558
Facsimile:             (215) 563-4110
Email:                 rbbalderson@trclp.com

Telephone:             215-977-2064
Facsimile:             215-405-2964
Email:                 tgallagher@wolfblock.com

Rich Catalano
Clifford Chance US LLP
31 West 52nd Street
New York, NY 10019 6131
Telephone:             212-878-8421
Facsimile:             212-878-8375
Email:                 rich.catalano@cliffordchance.com

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication which shall be hand delivered, sent, mailed, or faxed in the manner described above, shall be deemed

sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, or (with respect to a facsimile) the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

9.9. COUNTERPARTS. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

9.10. GOVERNING LAW. The interpretation and construction of this Agreement, and all matters relating thereto, shall be governed by the laws of the State of Delaware, without regard to the choice of law provisions thereof.

9.11. CONSENT TO JURISDICTION; ENFORCEABILITY.

9.11.1. This Agreement and the duties and obligations of the parties hereunder shall be enforceable against any of the parties in the courts of the State of Pennsylvania. For such purpose, each party hereto hereby irrevocably submits to the nonexclusive jurisdiction of such courts and agrees that all claims in respect of this Agreement may be heard and determined in any of such courts.

9.11.2. Each party hereto hereby irrevocably agrees that a final judgment of any of the courts specified above in any action or proceeding relating to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

9.12. SEVERABILITY. If any part of any provision of this Agreement shall be invalid or unenforceable in any respect, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

9.13. COSTS OF DISPUTES. Except as otherwise expressly set forth in this Agreement, the nonprevailing party in any dispute arising hereunder shall bear and pay the costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by the prevailing party or parties in connection with resolving such dispute.

IN WITNESS WHEREOF, the REIT, the Partnership, and the Protected Partners have caused this Agreement to be signed by their respective officers (or general partners) thereunto duly authorized all as of the date first written above.

BRANDYWINE REALTY TRUST, a Maryland real estate investment trust

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

BRANDYWINE OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

By: BRANDYWINE REALTY TRUST,
its sole General Partner

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

TWO LOGAN HOLDINGS LP,
a Pennsylvania limited partnership

By: BRANDYWINE OPERATING PARTNERSHIP, L.P.,
its sole General Partner

By: BRANDYWINE REALTY TRUST,
its sole General Partner

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

TWO LOGAN CO., INC.
a Pennsylvania corporation

By: /s/ David B. Rubenstein
   ----------------------------------------------
    Name:  David B. Rubenstein
    Title: President and CEO

TLS EQUITY ASSOCIATES-II,
a Pennsylvania general partnership

By: /s/ David B. Rubenstein
   ----------------------------------------------
    Name:  David B. Rubenstein
    Title: President and CEO

TRC ASSOCIATES LIMITED PARTNERSHIP,
a Delaware limited partnership

By: TRC REALTY, INC.-GP
a Pennsylvania corporation
its sole general partner

By: /s/ David B. Rubenstein
   ----------------------------------------------
    Name:  David B. Rubenstein
    Title: President and CEO

*The Company agrees to furnish, supplementally, a copy of omitted Schedules and Exhibits upon request.