AGREEMENT OF PURCHASE AND SALE

BY AND BETWEEN

ADVENT REALTY LIMITED PARTNERSHIP AND
ADVENT REALTY LIMITED PARTNERSHIP II (COLLECTIVELY "SELLER")

AND

BRANDYWINE REALTY TRUST
("PURCHASER")

APRIL 7, 1997

Re: Oxford Corporate Center, Bucks County, PA; Springhouse Corporate Center, Lower Gwynedd, Montgomery County, PA; Greentree Commons, Evesham Township, Burlington County, NJ; and Highlands Business Center, Westhampton, Burlington County, NJ

                                TABLE OF CONTENTS
ARTICLE I......................................................................1
Sale of Property...............................................................1
         1.1.  Sale of Property................................................1
                  1.1.1.  Land and Improvements................................1
                  1.1.2.  Leases...............................................2
                  1.1.3.  Real Property........................................2
                  1.1.4.  Personal Property....................................2
                  1.1.5.  Intangible Property..................................2
ARTICLE II.....................................................................2
Purchase Price.................................................................3
         2.1.  Purchase Price..................................................3
ARTICLE III....................................................................3
Deposit........................................................................3
         3.1.  Initial Deposit.................................................3
         3.2.  Additional Deposit..............................................3
         3.3.  Application Upon Default........................................3
         3.4.  Interest Bearing................................................3
         3.5.  Escrow Agent....................................................4
ARTICLE IV.....................................................................4
Closing, Prorations and Closing Costs..........................................4
         4.1.  Closing.........................................................4
         4.2.  Prorations......................................................4
                  4.2.1.  Taxes................................................4
                  4.2.2.  Insurance............................................5
                  4.2.3.  Utilities............................................5
                  4.2.4.  Rents................................................5
                  4.2.5.  Calculations.........................................6
         4.3.  Closing Costs...................................................6
         4.4.  Commissions and Leasing Costs...................................6
         4.5.  Costs Under Bisys Lease.........................................7
ARTICLE V......................................................................7
Purchaser's Right of Inspection; Feasibility Period............................7
         5.1.  Right to Evaluate...............................................7
         5.2.  Inspection Obligations and Indemnity............................8
         5.3.  Seller Deliveries...............................................9
         5.4.  Independent Examination........................................10
         5.5.  Termination Right..............................................10
         5.6.  Copies of Reports..............................................10
ARTICLE VI....................................................................11
Title and Survey Matters......................................................11
         6.1.  Title..........................................................11
         6.2.  Survey.........................................................12

ARTICLE VII...................................................................12
Representations and Warranties of the Seller..................................12
         7.1.  Seller's Representations.......................................12
                  7.1.1.   Authority..........................................12
                  7.1.2.   Bankruptcy or Debt of Seller.......................13
                  7.1.3.   Environmental Reports..............................13
                  7.1.4.   Foreign Person.....................................13
                  7.1.5.   Employment.........................................13
                  7.1.6.   Service Contracts..................................13
                  7.1.7.   Leases.............................................13
                  7.1.8.   Compliance With Law................................14
                  7.1.9.   Insurance..........................................14
                  7.1.10.  Operating Statement................................14
                  7.1.11.  Rights to Purchase.................................14
                  7.1.12.  No Litigation......................................14
                  7.1.13.  Condemnation.......................................14
                  7.1.14.  No Brokers.........................................14
                  7.1.15.  Completion of Tenant Improvement Obligations.......14
                  7.1.16.  Seller's Knowledge.................................15
         7.2.  Change in Representation/Waiver................................15
         7.3.  Survival.......................................................15
ARTICLE VIII..................................................................16
Representations, Warranties and Covenants of Purchaser........................16
         8.1.  Representations and Warranties.................................16
                  8.1.1.  Authority...........................................16
                  8.1.2.  Bankruptcy or Debt of Purchaser.....................16
                  8.1.3.  ERISA Compliance....................................16
         8.2.  No Financing Contingency.......................................17
         8.3.  Purchaser's Acknowledgment.....................................17
         8.4.  Purchaser's Release............................................18
         8.5.  Survival.......................................................18
ARTICLE IX....................................................................19
Seller's Interim Operating Covenants..........................................19
         9.1.   Operations....................................................19
         9.2.   Maintain Insurance............................................19
         9.3.   Personal Property.............................................19
         9.4.   No Sales......................................................19
         9.5.   Tenant Leases.................................................19
         9.6.   Alterations...................................................20
         9.7.   Bill Tenants..................................................20
         9.8.   Notice to Purchaser...........................................20
         9.9.   Comply with Leases............................................20
         9.10.  No New Agreements.............................................20
         9.11.  Tax Disputes..................................................21


                                      -2-

ARTICLE X.....................................................................21
Closing Conditions............................................................21
         10.1.  Conditions to Obligations of Seller...........................21
                  10.1.1.  Representations, Warranties and Covenants
                           of Purchaser.......................................21
                  10.1.2.  No Orders..........................................21
         10.2.  Conditions to Obligations of Purchaser........................21
                  10.2.1.  Representations, Warranties and Covenants
                           of Seller..........................................22
                  10.2.2.  No Orders..........................................22
                  10.2.3.  ISRA Non-Applicability Letter......................22
                  10.2.4.  Tenant Estoppels...................................22
                  10.2.5.  Title Policy.......................................23
                  10.2.6.  Possession of the Property.........................23
ARTICLE XI....................................................................23
Closing.......................................................................23
         11.1.  Purchaser's Closing Obligations...............................23
                  11.1.1.  ...................................................23
                  11.1.2.  ...................................................23
                  11.1.3.  ...................................................23
                  11.1.4.  ...................................................23
                  11.1.5.  ...................................................23
                  11.1.6.  ...................................................23
         11.2.  Seller's Closing Obligations..................................24
                  11.2.1.  ...................................................24
                  11.2.2.  ...................................................24
                  11.2.3.  ...................................................24
                  11.2.4.  ...................................................24
                  11.2.5.  ...................................................24
                  11.2.6.  ...................................................24
                  11.2.7.  ...................................................24
                  11.2.8.  ...................................................25
                  11.2.9.  ...................................................25
                  11.2.10. ...................................................25
                  11.2.11. ...................................................25
                  11.2.12. ...................................................25
ARTICLE XII...................................................................25
Risk of Loss..................................................................25
         12.1.  Condemnation and Casualty.....................................25
         12.2.  Condemnation not Material.....................................26
         12.3.  Casualty Not Material.........................................26
         12.4.  Materiality...................................................26
ARTICLE XIII..................................................................26
Default.......................................................................26
         13.1.  Default by Seller.............................................26

                                      -3-

         13.2.  Default by Purchaser..........................................27
ARTICLE XIV...................................................................27
Brokers.......................................................................27
         14.1.  Brokers.......................................................27
ARTICLE XV....................................................................28
Confidentiality...............................................................28
         15.1.  Confidentiality...............................................28
         15.2.  Post Closing Publication......................................29
ARTICLE XVI...................................................................29
Miscellaneous.................................................................29
         16.1.   Notices......................................................29
         16.2.   Governing Law................................................30
         16.3.   Headings.....................................................30
         16.4.   Effective Date...............................................30
         16.5.   Business Days................................................30
         16.6.   Counterpart Copies...........................................30
         16.7.   Binding Effect...............................................30
         16.8.   Assignment...................................................30
         16.9.   Interpretation...............................................31
         16.10.  Entire Agreement.............................................31
         16.11.  Severability.................................................31
         16.12.  Survival.....................................................31
         16.13.  Exhibits.....................................................31
         16.14.  Time.........................................................32
         16.15.  Limitation of Liability......................................32
         16.16.  Prevailing Party.............................................32
         16.17.  Escrow Agreement.16.17.1.....................................32
                  16.17.1.  Instructions......................................32
                  16.17.2.  Real Estate Reporting Person......................32
         16.18.  Liability of Escrow Agent....................................33
         16.19.  No Recording.................................................33
         16.20.  Waiver of Trial by Jury......................................34
         16.21.  [Intentionally Omitted.16.22.................................34
         16.22.  Several Obligations of Seller................................34
         16.23.  Portfolio Sale...............................................34
         16.24.  SEC Reporting Requirements...................................35

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (the "Agreement") is made and entered into as of the 7th day of April, 1997, by and between ADVENT REALTY LIMITED PARTNERSHIP ("Fund I") and ADVENT REALTY LIMITED PARTNERSHIP II ("Fund II"), each a Delaware limited partnership (Fund I and Fund II are hereinafter collectively referred to as "Seller", notwithstanding that their obligations are several, not joint obligations) and BRANDYWINE REALTY TRUST, a Maryland real estate investment trust (hereinafter referred to as "Purchaser").

In consideration of the mutual promises, covenants and agreements hereinafter set forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

ARTICLE I.

SALE OF PROPERTY

1.1 SALE OF PROPERTY. Fund I (as to Springhouse, Oxford and Greentree (as each is hereinafter defined)) and Fund II (as to Highlands (as hereinafter defined)) hereby agrees to sell, assign and convey to Purchaser and Purchaser agrees to purchase from Seller, all of Seller's respective right, title and interest in and to, the following:

1.1.1. LAND AND IMPROVEMENTS. Those certain parcels of land (the "Land"), being more particularly described as follows: (a) that certain property more particularly described on Exhibit A-1 hereto located in Bucks County, Pennsylvania, known as Oxford Corporate Center, which is improved with three (3) buildings containing approximately one hundred fifteen thousand three hundred ninety (115,390) square feet of space ("Oxford"); (b) that certain property more particularly described on Exhibit A-2 hereto located in Lower Gwynedd, Montgomery County, Pennsylvania, known as Springhouse Corporate Center, which is improved with two (2) buildings containing approximately one hundred thirty nine thousand four hundred sixty seven (139,467) square feet of space ("Springhouse"); (c) that certain property more particularly described on Exhibit A-3 hereto located in Evesham Township, Burlington County, New Jersey, known as Greentree Commons, which is improved with four (4) buildings containing approximately forty three thousand nine hundred seventy six (43,976) square feet of space ("Greentree"); and (d) that certain property more particularly described on Exhibit A-4 hereto located in Westhampton, Burlington County, New Jersey, known as Highlands Business Center totaling approximately seventy acres of land, which is comprised of (i) eight (8) improved, undeveloped parcels comprised of approximately 37.0999 acres of

land, and (ii) four (4) parcels of land improved, in the aggregate with four (4) buildings containing approximately three hundred eighty eight thousand nine hundred eighty eight (388,988) square feet of space ("Highlands") in each case, together with any improvements located thereon (the "Improvements");

1.1.2. LEASES. All leases, subleases, licenses and other occupancy agreements, together with any and all amendments, modifications or supplements thereto, are hereafter referred to collectively as the "Leases" being more particularly described on Exhibits G-1 through G-4 attached hereto, and all prepaid rent attributable to the period following the Closing, and subject to
Section 4.2.4 below, the security deposits under such Leases (collectively, the "Leasehold Property");

1.1.3. REAL PROPERTY. All rights, privileges and easements appurtenant to Seller's interest in the Land and the Improvements, if any, including, without limitation, all of Seller's right, title and interest, if any, in and to all mineral and water rights and all easements, licenses, covenants and other rights-of-way and privileges, and rights to any land lying in the bed of any street, road or avenue, open or proposed, adjoining thereto, and all other appurtenances used in connection with the beneficial use and enjoyment of the Land and the Improvements (the Land, the Improvements and all such easements and appurtenances are sometimes collectively referred to herein as the "Real Property").

1.1.4. PERSONAL PROPERTY. All personal property (including furniture, furnishings, machinery and equipment), if any, owned by Seller and located on the Real Property as of the date hereof, all inventory located on the Real Property on the date of Closing (hereinafter defined), and all fixtures (if any) owned by Seller and located on the Real Property as of the date hereof including, without limitation: all of Seller's right, title and interest to the items listed on the Schedule of Inventory attached hereto as Exhibit E; renderings; awnings; and all architects', engineers', surveyors' and other real estate professionals' plans and specifications (the "Personal Property"); and

1.1.5. INTANGIBLE PROPERTY. All trademarks, trade names and logos, if any, used or useful in connection with the Real Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller's affiliated companies (collectively, the "Trade Names"), together with the Seller's interest, if any, in and to any service, equipment, supply and maintenance contracts (the "Contracts"), guarantees, licenses, approvals, certificates, permits and warranties relating to the property, to the extent assignable (collectively, the "Intangible Property"). (The Real Property, the Leasehold Property, the Personal Property, the Trade Names and the Intangible Property are sometimes collectively hereinafter referred to as the "Property").

ARTICLE II.

Purchase Price

2.1. PURCHASE PRICE. The purchase price for the Property shall be Forty One Million Six Hundred Twenty Five Thousand and No/100 Dollars ($41,625,000.00) (the "Purchase Price"). The Purchase Price, as adjusted by all prorations as provided for herein, shall be paid to Seller by Purchaser at Closing, as herein defined, by wire transfer of immediately available federal funds.

ARTICLE III.

Deposit

3.1. INITIAL DEPOSIT. Upon the Effective Date, as defined in Section 16.4 of this Agreement and as a condition precedent to the formation of this Agreement, Purchaser shall deposit One Hundred Thousand Dollars ($100,000.00) (the "Initial Deposit") with Commonwealth Land Title Insurance Company (National Title Service) (the "Escrow Agent") in immediately available federal funds, the receipt of which is hereby acknowledged by Escrow Agent's execution hereof. If Purchaser shall fail to deposit the Initial Deposit within the time period provided for above, Seller may at any time prior to the deposit of the Initial Deposit, terminate this Agreement, in which case this Agreement shall be null and void ab initio and in such event Escrow Agent shall immediately deliver to Seller all copies of this Agreement in its possession and thereafter, neither party shall have any further rights or obligations to the other hereunder, except as otherwise set forth in this Agreement.

3.2. ADDITIONAL DEPOSIT. If Purchaser elects not to terminate this Agreement in accordance with Section 5.5 herein, then on or before the expiration of the Feasibility Period (as defined herein), time being of the essence, Purchaser shall make an additional deposit in the amount of Two Hundred Thousand Dollars ($200,000.00) (the "Additional Deposit") in immediately available federal funds, with Escrow Agent. The Initial Deposit and the Additional Deposit (together with any interest thereon, regardless of whether the payment of interest is herein otherwise specified) are collectively referred to herein as the "Deposit."

3.3. APPLICATION UPON DEFAULT. If the Closing occurs, the Deposit shall be paid to Seller and credited against the Purchase Price at Closing. If the Closing does not occur in accordance with the terms hereof, the Deposit shall be held and delivered as hereinafter provided.

3.4. INTEREST BEARING. The Deposit shall (i) be held in an interest-bearing escrow account by Escrow Agent in an institution as directed by

Purchaser and reasonably acceptable to Seller and (ii) shall include any interest earned thereon. To allow the interest bearing account to be opened, Purchaser's and Seller's tax identification or social security numbers are set forth below their signatures.

3.5. ESCROW AGENT. Escrow Agent is executing this Agreement to acknowledge Escrow Agent's responsibilities hereunder, which may be modified only by a written amendment signed by all of the parties. Any amendment to this Agreement that is not signed by Escrow Agent shall be effective as to the parties thereto, but shall not be binding on Escrow Agent. Escrow Agent shall accept the Deposit with the understanding of the parties that Escrow Agent is not a party to this Agreement except to the extent of its specific responsibilities hereunder, and does not assume or have any liability of the performance or non-performance of Purchaser or Seller hereunder to either of them. Additional provisions with respect to the Escrow Agent are set forth in Article XVI.

ARTICLE IV.

Closing, Prorations and Closing Costs

4.1. CLOSING. The closing of the purchase and sale of the Property shall occur on or before 10:00 a.m. local time on a date which is not later than ten (10) following the expiration of the Feasibility Period (as defined herein), and shall be conducted pursuant to escrow arrangements with the Title Company (as hereinafter defined) or at such place agreed to by Seller and Purchaser. "Closing" shall be deemed to have occurred when the Title Company has been instructed by both parties to release escrow and to record the Deed. Time is of the essence. The date of Closing is referred to in this Agreement as the "Closing Date."

4.2. PRORATIONS. All matters involving prorations or adjustments to be made in connection with Closing and not specifically provided for in some other provision of this Agreement shall be adjusted in accordance with this Section 4.2.

Except as otherwise set forth herein, all items to be prorated pursuant to this Section 4.2 shall be prorated as of midnight of the day immediately preceding the Closing Date with Purchaser to be treated as the owner of the Property, for purposes of prorations of income and expenses, on and after the Closing Date.

4.2.1. TAXES. Real estate and personal property taxes and special assessments, if any, shall be prorated as of the Closing Date. Seller shall pay all real estate and personal property taxes and special assessments attributable to the Property to, but not including, the Closing Date. If the real estate and/or personal property tax rate and assessments have not been set for

the year in which the Closing occurs, then the proration of such taxes shall be based upon the rate and assessments for the preceding tax year and such proration shall be adjusted in cash between Seller and Purchaser upon presentation of written evidence that the actual taxes paid for the year in which the Closing occurs, differ from the amounts used in the Closing in accordance with the provisions of Section 4.2.5 hereof. All taxes imposed due to a change of use of the Property after the Closing Date shall be paid by the Purchaser.

4.2.2. INSURANCE. There shall be no proration of Seller's insurance premiums or assignment of Seller's insurance policies. Purchaser shall be obligated (at its own election) to obtain any insurance coverage deemed necessary or appropriate by Purchaser. Except as otherwise expressly set forth in Article XII pursuant to an assignment by Seller, Purchaser shall have no interest in or be deemed a beneficiary under Seller's insurance policies.

4.2.3. UTILITIES. Purchaser and Seller hereby acknowledge and agree that the amounts of all telephone, electric, sewer, water and other utility bills, trash removal bills, janitorial and maintenance service bills and all other operating expenses relating to the Property and allocable to the period prior to the Closing Date shall be determined and paid by Seller before Closing, if possible, or shall be paid thereafter by Seller or adjusted between Purchaser and Seller at Closing based upon the last meter readings, if available, and then adjusted, as necessary, immediately after the same have been determined. Seller shall attempt to have all utility meters read as of the Closing Date. Purchaser shall cause all utility services to be placed in Purchaser's name as of the Closing Date. All utility deposits in Seller's name shall be assigned to Purchaser as of the Closing Date and Seller shall receive a credit therefor at Closing.

4.2.4. RENTS. Rents (including, without limitation, estimated pass-through payments, payments for 1997 year-end common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, "Rents")) collected by Seller prior to Closing shall be prorated as of the Closing Date. During the period after Closing, Purchaser shall deliver to Seller any and all Rents accrued but uncollected as of the Closing Date to the extent subsequently collected by Purchaser; provided, however, Purchaser shall apply Rents received after Closing first to payment of current Rent then due, and thereafter to delinquent Rents (other than "true up" payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated among Seller and Purchaser pro rata in accordance with their respective period of ownership as set forth in
Section 4.2.5 below). Seller shall have the right, after Closing, to proceed against tenants for delinquent Rents allocable to the period of Seller's ownership of the Property; provided, however, that Seller shall have no right to seek to evict or dispossess tenants or to terminate their respective leases. Purchaser agrees

that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants and any delinquent Rents (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents). The amount of any unapplied security deposits under the Leases held by Seller in cash shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any security deposits are in the form of a letter of credit, Seller shall assign such letter of credit to Purchaser and deliver the original letter of credit to Purchaser at Closing.

4.2.5. CALCULATIONS. For purposes of calculating prorations, Purchaser shall be deemed to be in title to the Property, and, therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a three hundred sixty five (365) day year. The amount of such prorations shall be initially performed at Closing but shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and Purchaser agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing (or as soon thereafter as may be practicable, with respect to common area maintenance and other additional rent charges (including pass-throughs for real estate and personal property taxes and special assessments) payable by tenants under leases). Except as set forth in this
Section 4.2, all items of income and expense which accrue for the period prior to the Closing will be for the account of Seller and all items of income and expense which accrue for the period on and after the Closing will be for the account of Purchaser. The provisions of Section 4.2 shall survive the Closing.

4.3. CLOSING COSTS. All state or county documentary stamps and transfer and recordation taxes on the deeds with respect to Greentree and Highlands shall be paid by Seller. With respect to Oxford and Springhouse, Seller and Purchaser shall each pay one half of any applicable state or county documentary stamps and transfer and recordation taxes on the deeds. Purchaser shall pay title examination costs, title insurance premiums, survey costs and all other costs associated with Purchaser's due diligence. Each party shall be responsible for its own attorney's fees. Any other closing fees or expenses shall be split between Seller and Purchaser in accordance with local practices.

4.4. COMMISSIONS AND LEASING COSTS. Subject to the provisions of
Section 4.5 below, Seller shall be responsible for all leasing and brokerage commissions and other leasing costs (including, without limitation, tenant

improvement costs, required capital improvements, free rent credits, holdover rents and eviction costs) arising (i) prior to the Effective Date with respect to the Leases and (ii) after the Effective Date but prior to Closing to the extent that such obligations do not relate to Approved New Leases (as hereinafter defined). Provided that Closing shall occur, Purchaser shall be responsible for all other leasing and brokerage commissions and other leasing costs (including, without limitation, tenant improvement costs, required capital improvements, free rent credits, holdover rents and eviction costs).

4.5. COSTS UNDER BISYS LEASE. Seller agrees to pay all of the tenant improvement and leasing commission costs currently due and payable in connection with the Bisys lease at Springhouse, consisting of all costs (tenant improvements, leasing commissions, required capital improvements and free rent credits) associated with Bisys' existing 53,849 square feet and 4,737 square feet of "must take" space currently occupied by the tenant, but excluding all tenant improvement and leasing commission costs arising pursuant to any renewal or expansion rights under such lease; provided, however, that with respect to the unfunded $4.00 per square foot tenant improvement obligation in connection with the 53,849 square feet of space, Seller shall pay such amount to Purchaser upon receipt by Seller of notice from Purchaser that Bisys has requested such payment from Purchaser. At Closing, Seller shall receive a credit on the settlement sheet equal to one half (1/2) of the leasing commissions paid by Seller with respect to the "must take" space to the extent that Seller has paid such amounts prior to Closing as set forth on Exhibit P attached hereto. Purchaser shall assume and agrees to pay all costs (including, without limitation, all tenant improvements, leasing commissions, required capital improvements, free rent credits, holdover rent and eviction costs) associated with Bisys' 15,920 square feet of "must take" space, as outlined in a letter from Mr. James Raisides dated February 20, 1997.

ARTICLE V.

Purchaser's Right of Inspection; Feasibility Period

5.1. RIGHT TO EVALUATE. Commencing on the Effective Date and continuing until 5:00 p.m. local time on that day that is thirty (30) days after the Effective Date (the "Feasibility Period"), Purchaser and its agents shall have the right during business hours (with reasonable advance notice to Seller subject to the rights of the tenants in possession), at Purchaser's sole cost and expense and at Purchaser's and its agents' sole risk, to perform inspections and tests of the Property and to perform such other analyses, inquiries and investigations as Purchaser shall deem necessary or appropriate; provided, however, that in no event shall (i) such inspections or tests unreasonably disrupt or disturb the on-going operation of the Property or the rights of the tenants at the Property, or (ii) Purchaser or its agents or representatives conduct any

physical testing, drilling, boring, sampling or removal of, on or through the surface of the Property (or any part or portion thereof) including, without limitation, any ground borings or invasive testing of the Improvements (collectively, "Physical Testing"), without Seller's prior written consent, which consent may be given or withheld in Seller's sole and absolute discretion. In the event Purchaser desires to conduct any such Physical Testing of the Property, then Purchaser shall submit to Seller, for Seller's approval, a written detailed description of the scope and extent of the proposed Physical Testing, which approval may be given or withheld in Seller's sole and absolute discretion. If Seller does not approve the Physical Testing or approves only a portion thereof, Purchaser may, at its option, by sending written notice to Seller, elect to, either (i) terminate this Agreement or (ii) conduct during the Feasibility Period that portion of the Physical Testing approved by Seller, if any, or if Seller disapproves the entire proposed Physical Testing, affirmatively agree to forego any Physical Testing of the Property. In the event Purchaser terminates this Agreement as aforesaid, the Deposit, plus all interest accrued thereon, shall be immediately refunded to Purchaser and this Agreement shall terminate and be of no further force and effect other than the Surviving Termination Obligations (as hereinafter defined). In no event shall Seller be obligated as a condition of this transaction to perform or pay for any environmental remediation of the Property recommended by any such Physical Testing. After making such tests and inspections, Purchaser agrees to promptly restore the Property to its condition prior to such tests and inspections (which obligation shall survive the Closing or any termination of this Agreement). Prior to Purchaser entering the Property to conduct the inspections and tests described above, Purchaser shall obtain and maintain, at Purchaser's sole cost and expense, and shall deliver to Seller evidence of, the following insurance coverage, and shall cause each of its agents and contractors to obtain and maintain, and, upon request of Seller, shall deliver to Seller evidence of, the following insurance coverage: general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of One Million and No/100 Dollars ($1,000,000.00) combined single limit for personal injury and property damage per occurrence, such policy to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, employees or contractors in connection with such inspections and tests. Seller shall have the right, in its discretion, to accompany Purchaser and/or its agents during any inspection (including, but not limited to, tenant interviews) provided Seller or its agents do not unreasonably interfere with Purchaser's inspection.

5.2. INSPECTION OBLIGATIONS AND INDEMNITY. Purchaser and its agents and representatives shall: (a) not unreasonably disturb the tenants of the Improvements or interfere with their use of the Real Property pursuant to their respective Leases; (b) not interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal

property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; and (h) not reveal or disclose any information obtained during the Feasibility Period concerning the Property to anyone outside Purchaser's organization other than its agents, consultants, representatives, and lenders and its and their legal counsel, or as otherwise required by applicable law. Purchaser shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and Physical Testing. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to reasonable attorneys' fees) arising out of Purchaser's or Purchaser's agents' actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 5.1, including, without limitation, (i) claims made by any tenant against Seller for Purchaser's entry into such tenant's premises or any interference with any tenant's use or damage to its premises or property in connection with Purchaser's review of the Property, and (ii) Purchaser's obligations pursuant to this Section 5.2. This Section 5.2 shall survive the Closing and/or any termination of this Agreement.

5.3. SELLER DELIVERIES. Seller shall use its reasonable, good faith efforts to deliver to Purchaser or make available at the Property, at Seller's option, all of the items specified on Exhibit B, attached hereto (the "Documents"), within five (5) days after the Effective Date; provided, however, except as otherwise expressly set forth in Section 7.1 hereof, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of or conclusions drawn in the information contained in such documents, if any, relating to the Property. Purchaser hereby waives any and all claims against Seller arising out of the accuracy, completeness, conclusions or statements expressed in materials so furnished and any and all claims arising out of any duty of Seller to acquire, seek or obtain such materials. Notwithstanding anything contained in the preceding sentence, Seller shall not deliver or make available to Purchaser Seller's internal memoranda, attorney-client privileged materials, internal appraisals and economic evaluations of the Property, and reports regarding the Property prepared by Seller or its affiliates solely for internal use or for the information of the investors in Seller. Purchaser acknowledges that any and all of the Documents that are not otherwise known by or available to the public are proprietary and confidential in

nature and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Other than as may be required by law, Purchaser agrees not to disclose such non-public Documents, or any of the provisions, terms or conditions thereof, to any party outside of Purchaser's organization other than its agents, consultants, representatives and lenders, and its and their legal counsel. Purchaser shall return all of the Documents, on or before three (3) business days after the first to occur of (a) such time as Purchaser notifies Seller in writing that it shall not acquire the Property, or (b) such time as this Agreement is terminated for any reason. This
Section 5.3 shall survive any termination of this Agreement without limitation.

5.4. INDEPENDENT EXAMINATION. Purchaser hereby acknowledges that it has been, or will have been given, prior to the termination of the Feasibility Period, a full, complete and adequate opportunity to make such legal, factual and other determinations, analyses, inquiries and investigations as Purchaser deems necessary or appropriate in connection with the acquisition of the Property. Purchaser is relying upon its own independent examination of the Property and all matters relating thereto and not upon any statements of Seller (excluding the limited matters expressly represented by Seller in Article VII hereof, or as otherwise expressly set forth herein) or of any officer, director, employee, agent or attorney of Seller with respect to acquiring the Property. Seller shall not be deemed to have represented or warranted the completeness or accuracy of any studies, investigations and reports heretofore or hereafter furnished to Purchaser. The provisions of this Section 5.4 shall survive Closing and/or termination of this Agreement.

5.5. TERMINATION RIGHT. In the event that Purchaser determines that it does not desire to acquire the Property as a result of its analyses, inquiries, tests, investigations or inspections under Section 5.1, Purchaser shall provide written notice to Seller upon or before the end of the Feasibility Period, and subject to the Surviving Termination Obligations (as defined in Section 16.12 herein) this Agreement shall terminate, the Deposit shall be delivered to Purchaser and thereupon neither party shall have any further rights or obligations to the other hereunder. If Purchaser shall fail to timely notify Seller in writing of its election to terminate this Agreement on or before the expiration of the Feasibility Period, time being of the essence, the termination right described in this Section 5.5 shall be immediately null and void and of no further force or effect. Purchaser's failure to provide such notice on or before the end of the Feasibility Period shall constitute Purchaser's waiver of the herein-described termination right.

5.6. COPIES OF REPORTS. As additional consideration for the transaction contemplated herein, Purchaser agrees that it will provide to Seller, within five (5) days following a written request therefore, copies of any and all final reports, tests or studies relating to the Property, including but not limited

to those involving environmental matters. Purchaser shall provide Seller with a list of the reports, tests and studies to be undertaken on Purchaser's behalf and the additional cost, if any, of having each such report addressed to both Seller and Purchaser, and Seller may elect to pay such additional cost, in which event Purchaser shall cause such report(s) to be addressed to both parties. Notwithstanding any provision of this Agreement, no termination of this Agreement shall terminate Purchaser's obligations pursuant to the foregoing sentence.

ARTICLE VI.

Title and Survey Matters

6.1. TITLE. Purchaser hereby acknowledges receipt of copies of Seller's most recent title insurance commitment and/or policy covering the Property. Within three (3) days from the Effective Date, Purchaser shall apply for a title insurance commitment (the "Commitment") for an Owner's Policy of Title Insurance, issued by Commonwealth Land Title Insurance Company (National Business Unit) (the "Title Company"), covering the Real Property, together with a copy of all exceptions set forth therein. Purchaser shall notify Seller no later than twenty five (25) days after the Effective Date in writing of any title exceptions identified in the Commitment which Purchaser disapproves. Any exception not disapproved in writing within such time period shall be deemed approved by Purchaser and shall constitute a "Permitted Exception" hereunder. Purchaser and Seller hereby agree that (i) all non-delinquent property taxes and assessments, (ii) the rights of the tenants under the Leases and Approved New Leases, and (iii) all matters created by or on behalf or Purchaser, including, without limitation, any documents or instruments to be recorded as part of any financing for the acquisition of the Property by Purchaser shall constitute "Permitted Exceptions" (subject to appropriate prorations for taxes and assessments as hereinabove provided). Without Seller's prior written consent, Purchaser shall not make any application to any governmental agency for any permit, approval, license or other entitlement for the Property or the use or development thereof other than a township or municipal officer's zoning certificate, for which Purchaser may apply, provided that (i) such application or certificate does not by its terms require an inspection of the Property and
(ii) Purchaser does not receive prior notice from the zoning authority that a request for such certificate will cause an inspection of the Property. It is acknowledged that the matters on Exhibit D attached hereto are exceptions to title as shown on Seller's title policy. Seller shall have no obligation in connection with this Agreement to modify such matters, and Purchaser shall have no obligation to accept such matters unless Purchaser shall fail to object thereto in accordance with this Agreement. Not later than five (5) business days after receipt of notice of disapproval from Purchaser, Seller shall notify Purchaser in writing of any disapproved title exceptions

which Seller is unable or unwilling to cause to be removed or insured against prior to or at Closing and, with respect to such exceptions, Purchaser then shall elect, by giving written notice to Seller within three (3) days thereafter, (x) to terminate this Agreement, or (y) to waive its disapproval of such exceptions, in which case such exceptions shall then be deemed to be Permitted Exceptions. Purchaser's failure to give such notice shall be deemed an election to waive the disapproval of any such exception. In the event Purchaser elects to terminate this Agreement in accordance with clause (x) above, the Deposit, plus all interest accrued thereon, shall be immediately refunded to Purchaser; provided, however, that Purchaser shall be responsible for any title fees. Seller shall be obligated to cause to be discharged, insured against or bonded over any monetary liens encumbering the Property prior to Closing; provided, however, Seller may only bond over or insure over liens in an amount less than or equal to $1 million for each of Oxford, Springhouse, Greentree and Highlands (other than liens which are insured over by the title company pursuant to a pay-off letter from an institutional mortgage lender which shall not be subject to the $1 million limitation). Notwithstanding the foregoing, in the event such title encumbrance results from a matter willfully caused by Seller from and after the Effective Date, Seller shall take affirmative action to cure such title defect. In addition, Seller shall cause the discharge of the existing mortgage encumbering Highlands in order to effect Closing hereunder, subject to an extension of the Closing Date with respect to Highlands only as set forth in
Section 16.22.

6.2. SURVEY. Purchaser hereby acknowledges receipt of copies of surveys covering the Property. Purchaser shall, at its sole cost and expense, within three (3) days from the Effective Date, order a survey of the Real Property (the "Survey"). If the Survey discloses any matters which are unacceptable to Purchaser, Purchaser shall notify Seller in writing within twenty five (25) days after the Effective Date. Purchaser shall furnish a copy of the Survey to Seller and the Title Company of any matters identified on the Survey which Purchaser disapproves. Any survey matter not disapproved in writing within said time period shall be deemed approved by Purchaser and shall constitute a "Permitted Exception" hereunder. Seller may, not later than ten (10) days after receipt of notice of disapproval from Purchaser, have the matters to which Purchaser has objected removed; provided, however, in no event will Seller be obligated to incur costs to do so.

ARTICLE VII.

Representations and Warranties of the Seller

7.1. SELLER'S REPRESENTATIONS. Seller represents and warrants that the following matters are true and correct as of the Effective Date with respect to the Property to the current actual knowledge of Seller.

7.1.1. AUTHORITY. Seller is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware. This Agreement has been duly authorized, executed and delivered by Seller, is the legal, valid and binding obligation of Seller, and does not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller is subject. All documents to be executed by Seller which are to be delivered at Closing (i) will be duly authorized, executed and delivered by Seller, (ii) will be legal, valid and binding obligations of Seller, and (iii) will not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller is subject.

7.1.2. BANKRUPTCY OR DEBT OF SELLER. Seller has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy, admitted in writing its inability to pay its debts as they come due or made an offer of settlement, extension or composition to its creditors generally. Seller has received no written notice of (a) the filing of an involuntary petition by Seller's creditors, (b) the appointment of a receiver to take possession of all, or substantially all, of Seller's assets, or (c) the attachment or other judicial seizure of all, or substantially all, of Seller's assets.

7.1.3. ENVIRONMENTAL REPORTS. The reports listed on Exhibit F attached hereto constitute all of the reports prepared by third party environmental consultants within the last four (4) years in Seller's possession. Seller has received no written notice from any governmental authority that the Property is in violation of any federal, state and local laws, ordinances and regulations applicable to the Property with respect to hazardous or toxic substances (collectively, "Environmental Laws"), which violation has not been corrected. Notwithstanding the foregoing representations and warranties, the acts, if any, of Seller's past or current tenants shall not be imputed to Seller unless Seller shall have actual knowledge thereof.

7.1.4. FOREIGN PERSON. Seller is not a foreign person within the meaning of Section 1445(f) of the Internal Revenue Code, and Seller agrees to execute any and all documents necessary or required by the Internal Revenue Service or Purchaser in connection with such declaration(s).

7.1.5. EMPLOYMENT. Seller has no employees at the Property. Purchaser shall assume no liability or responsibility for Seller's employees.

7.1.6. SERVICE CONTRACTS. Attached hereto as Exhibit O is a list prepared by The Flynn Company (the "Property Manager") of all Contracts. Unless otherwise directed by Purchaser on or before the end of the Feasibility Period, and except as hereinafter expressly provided, the Contracts shall not be terminated by Seller as of Closing but shall be assigned to and assumed by Purchaser at Closing. Anything in this Section 7.1.6 to the contrary

notwithstanding, Seller represents and warrants that the management agreement with the Property Manager and all leasing agreements entered into by Seller or the Property Manager relating to the Property shall be terminated as of Closing.

7.1.7. LEASES. Seller has received no notice of any oral or written leases affecting the Property other than the leases ("Leases") listed on the rent rolls attached hereto as Exhibits G-1 through G-4. Seller has not assigned, pledged, hypothecated or otherwise encumbered the Leases except as collateral for an existing mortgage upon the Property, if any, which shall be released of record at or before Closing. In reliance upon a certificate from the Property Manager and without any independent verification by Seller, Exhibits G-1 through G-4 set forth and the current balance of unapplied and unreturned security deposits from tenants being held by Seller and the amount of any prepaid rents under any of the Leases.

7.1.8. COMPLIANCE WITH LAW. Seller has received no written notice of any violations issued by a Governmental Authority having jurisdiction over the Property which violation has not been corrected. Notwithstanding the foregoing representation and warranty, the knowledge, if any, of Seller's past or current tenants shall not be imputed to Seller unless Seller shall have actual knowledge thereof.

7.1.9. INSURANCE. Attached hereto as Exhibit M are copies of insurance certificates summarizing Seller's insurance coverage with respect to the Property.

7.1.10. OPERATING STATEMENT. Seller has previously delivered to Purchaser copies of Seller's unaudited annual operating statements with respect to the Property for the prior three (3) fiscal years.

7.1.11. RIGHTS TO PURCHASE. Seller has not entered into any outstanding written agreements, options, rights of first refusal, conditional sales agreements or other agreements or arrangements regarding the purchase and sale of the Property, other than the Leases and such matters of record.

7.1.12. NO LITIGATION. Seller has received no written notice of any lawsuits pending or threatened against or relating to the Property other than actions, if any, taken by Seller in connection with Seller's enforcement of lease obligations relating to tenant defaults set forth on Exhibits G-1 through G-4.

7.1.13. CONDEMNATION. Seller has received no written notice of any condemnation or eminent domain proceeding pending or threatened with regard to any part of the Property.

7.1.14. NO BROKERS. Seller has received no written notice of any unpaid brokerage commissions which will be due and payable to any person, firm, corporation or other entity with respect to or on account of any Leases except as indicated on Exhibits G-1 through G-4.

7.1.15. COMPLETION OF TENANT IMPROVEMENT OBLIGAITONS. In reliance solely upon a certificate from the Property Manager and without independent verification by Seller, the Seller has completed the tenant improvements required to be completed as of the date hereof under the Leases, except as set forth on Exhibits G-1 through G-4.

7.1.16. SELLER'S KNOWLEDGE. For purposes of this Agreement and any document delivered at Closing, whenever the phrases "to the best of Seller's knowledge", "to the current, actual knowledge of Seller" or the "knowledge" of Seller or words of similar import are used, they shall be deemed to refer to the actual knowledge only, and not any implied, imputed or constructive knowledge, without any independent investigation having been made or any implied duty to investigate, of Henry Brauer with respect to Springhouse, Oxford and Greentree and Pamela Deery with respect to Highlands.

7.2. CHANGE IN REPRESENTATION/WAIVER. Notwithstanding anything to the contrary contained herein, Purchaser acknowledges that Purchaser shall not be entitled to rely on any representation made by Seller in this Article VII to the extent, prior to Closing, Purchaser shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty; provided, however, if Purchaser determines prior to Closing that there is a breach of any of the representations and warranties made by Seller above or learns of any pending legal proceedings or administrative actions or any violations of existing laws, ordinances, regulations and building, codes affecting the Property, then Purchaser may, at its option, by sending to Seller written notice of its election either (i) terminate this Agreement or (ii) waive such breach and/or conditions and proceed to Closing with no adjustment in the Purchase Price and Seller shall have no further liability as to such matter thereafter. In the event Purchaser terminates this Agreement for the reasons set forth above, the Deposit, plus all interest accrued thereon, shall be immediately refunded to Purchaser and neither Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than under Section 16.12 hereof. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties to the extent that, prior to the Closing, Purchaser discovers or learns of information (from whatever source, including, without limitation, the property manager , the tenant estoppel certificates delivered pursuant to Section 10.2.4 below, as a result of Purchaser's due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller's agents and employees) that

contradicts any of the foregoing representations and warranties, or renders any of the foregoing representations and warranties untrue or incorrect, and Purchaser nevertheless consummates the transaction contemplated by this Agreement.

7.3. SURVIVAL. The express representations and warranties made in this Agreement shall not merge into any instrument or conveyance delivered at the Closing; provided, however, that (i) any alleged claim with respect to the truth, accuracy or completeness of such representations and warranties shall be brought to the attention of Seller in writing, if at all, on or before the date which is nine (9) months after the date of the Closing and, if not brought to the attention of Seller in writing on or before such date, thereafter shall be void and of no force or effect; provided further that in the event Purchaser notifies Seller of an alleged claim within said nine (9) month period pursuant to this Section 7.3, Purchaser may commence an action with respect to such claim, if at all, on or before that date which is twelve (12) months after the date of the Closing and, if not commenced on or before such date, thereafter shall be void and of no force or effect.

ARTICLE VIII.

Representations, Warranties and Covenants of Purchaser

8.1. REPRESENTATIONS AND WARRANTIES. Purchaser represents and warrants to Seller that the following matters are true and correct as of the Effective Date.

8.1.1. AUTHORITY. Purchaser is a real estate investment trust duly organized and validly existing under the laws of the State of Maryland. This Agreement has been duly authorized, executed and delivered by Purchaser, is the legal, valid and binding obligation of Purchaser, and does not violate any provision of any agreement or judicial order to which Purchaser is a party or to which Purchaser is subject. All documents to be executed by Purchaser which are to be delivered at Closing, at the time of Closing will be duly authorized, executed and delivered by Purchaser, at the time of Closing will be legal, valid and binding obligations of Purchaser, and at the time of Closing will not violate any provision of any agreement or judicial order to which Purchaser is a party or to which Purchaser is subject.

8.1.2. BANKRUPTCY OR DEBT OF PURCHASER. Purchaser represents and warrants to Seller that Purchaser has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Purchaser's creditors, suffered the appointment of a receiver to take possession of all, or substantially all, of Purchaser's assets, suffered the attachment or other judicial seizure of all, or

substantially all, of Purchaser's assets, admitted in writing its inability to pay its debts as they come due or made an offer of settlement, extension or composition to its creditors generally.

8.1.3. ERISA COMPLIANCE. Purchaser represents and warrants to Seller that (i) Purchaser is not a "plan" nor an entity holding or deemed to hold "plan assets" (as those terms are defined under the Employee Retirement Income Security Act of 1974, as amended, and the applicable regulations issued thereunder, collectively, "ERISA") and that upon the Closing under this Agreement, the Property shall not constitute such "plan assets" and (ii) Purchaser shall not assign the right to acquire the Property pursuant to this Agreement unless such assignee is not a "plan" nor an entity holding or deemed to hold "plan assets" (in each case, as defined above), nor a "fiduciary" (as defined in section 3(21) of ERISA) of any "employee benefit plan" (as defined in section 3(3) of ERISA), other than for a plan maintained for the benefit of such assignee's employees, former employees or beneficiaries, or the employees, former employees or beneficiaries of a member of the "controlled group" that includes such assignee (as defined in section 412(n)(6)(B) of the Internal Revenue Code of 1986, as amended). Seller shall not have any obligation to close the transaction contemplated by this Agreement if the transaction for any reason constitutes a prohibited transaction under ERISA or if Purchaser's representation is found to be false or misleading in any respect or if Purchaser breaches the foregoing covenant relating to assignment. The foregoing representation, warranty and covenant shall survive the Closing.

8.2. NO FINANCING CONTINGENCY. It is expressly acknowledged by Purchaser that this transaction is not subject to any financing contingency, and no financing for this transaction shall be provided by Seller. Purchaser has heretofore delivered to Seller true and correct copies of its most recent annual financial statements.

8.3. PURCHASER'S ACKNOWLEDGMENT. Purchaser acknowledges and agrees that, except as expressly provided in this Agreement, Seller has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or condition of the Property, including, without limitation, the water, soil and geology, (b) the income to be derived from the Property, (c) the suitability of the Property for any and all activities and uses which purchaser may conduct thereon, (d) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, including, without limitation, the Americans with Disabilities Act and any rules and regulations promulgated thereunder or in connection therewith, (e) the habitability, merchantability or fitness for a particular purpose of the Property,

or (f) any other matter with respect to the Property, and specifically that Seller has not made, does not make and specifically disclaims any representations regarding solid waste, as defined by the U.S. Environmental Protection Agency regulations at 40 C.F.R., Part 261, or the disposal or existence, in or on the Property, of any hazardous substance, as defined by the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and applicable state laws, and regulations promulgated thereunder. Purchaser further acknowledges and agrees that, except as expressly provided in this Agreement, having been given the opportunity to inspect the Property, Purchaser will be relying solely on its own investigation of the Property and not on any information provided or to be provided by Seller other than as expressly set forth herein. Purchaser further acknowledges and agrees that any information provided or to be provided with respect to the Property was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information. Purchaser further acknowledges and agrees that, except as expressly provided in this Agreement, and as a material inducement to the execution and delivery of this Agreement by Seller, the sale of the Property as provided for herein is made on an "AS IS, WHERE IS" CONDITION AND BASIS "WITH ALL FAULTS." Purchaser acknowledges, represents and warrants that Purchaser is not in a significantly disparate bargaining position with respect to Seller in connection with the transaction contemplated by this Agreement; that Purchaser freely and fairly agreed to this acknowledgment as part of the negotiations for the transaction contemplated by this Agreement; that Purchaser is represented by legal counsel in connection with this transaction and Purchaser has conferred with such legal counsel concerning this waiver.

8.4. PURCHASER'S RELEASE. Effective as of the date of Closing, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller's affiliates, Seller's investment manager, property manager, the partners, trustees, shareholders, beneficiaries, directors, officers, employees, attorneys and agents of each of them, and their respective heirs, successors, personal representatives and assigns from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) the physical condition of the Property, (ii) the condition of title to the Property, (iii) the presence on, under or about the Property of any Hazardous Substance, or (iv) the Property's compliance with any applicable federal, state or local law, rule or regulation, except such as arises out of breach of any of the representations and warranties of Seller set forth in Article VII or elsewhere in this Agreement, or Seller's fraud or intentional tortious wrongdoing. The terms and provisions of this Section 8.4 shall survive Closing and/or termination of this Agreement.

8.5. SURVIVAL. The express representations and warranties made in this Agreement by Purchaser shall not merge into any instrument of conveyance delivered at the Closing; provided, however, that any alleged claim with respect to the truth, accuracy or completeness of such representations and warranties (except for the representation and warranty set forth in Section 8.1.3) shall be brought to the attention of Purchaser in writing, if at all, on or before the date which is nine (9) months after the date of the Closing and, if not brought to the attention of Purchaser in writing on or before such date, thereafter shall be void and of no force or effect; provided further that in the event Seller notifies Purchaser of an alleged claim within said nine (9) month period pursuant to this Section 8.5, Seller may commence an action with respect to such claim, if at all, on or before that date which is twelve (12) months after the date of the Closing and, if not commenced on or before such date, thereafter shall be void and of no force or effect. The representation and warranty set forth in Section 8.1.3 hereof shall survive Closing and/or termination of this Agreement.

ARTICLE IX.

Seller's Interim Operating Covenants.

9.1. OPERATIONS. Seller agrees to continue to operate, manage and maintain the Improvements through the Closing Date in the ordinary course of Seller's business and substantially in accordance with Seller's present practice, subject to ordinary wear and tear and further subject to Article XII of this Agreement.

9.2. MAINTAIN INSURANCE. Seller agrees to maintain until the Closing Date fire and extended coverage insurance and rent loss insurance on the Property which is at least equivalent in all material respects to the insurance policies covering the Real Property and the Improvements as of the Effective Date. Subject to the provisions of Article IV and Article VI hereof, Seller shall pay, in the ordinary course of business, prior to Closing, all sums due for work, materials or services furnished to the Property.

9.3. PERSONAL PROPERTY. Seller agrees not to transfer or remove any Personal Property from the Improvements after the Effective Date except for repair or replacement thereof. Any items of Personal Property replaced after the Effective Date shall be promptly installed prior to Closing and shall be of substantially similar quality (and of at least comparable condition) to the item of Personal Property being replaced.

9.4. NO SALES. Except for the execution of Leases pursuant to Section 9.5, Seller agrees that it shall not convey any interest in the Property to any third party.

9.5. TENANT LEASES. Seller shall not, from and after the Effective Date, (i) grant any consent or waive any material rights under the Leases, (ii) terminate any Lease, or (iii) enter into a new lease, modify an existing Lease or renew, extend or expand an existing Lease, in each case without the prior written approval of Purchaser (an "Approved New Lease"), which in each case shall not be unreasonably withheld, conditioned or delayed, and which shall be deemed granted if the effective annual rent under such lease or lease modification or renewal conforms to the effective annual rent set forth on the Leasing Guidelines attached hereto as Exhibit N or if Purchaser fails to respond to a request for approval within five (5) business days after receipt of the request therefor together with a summary of lease terms and credit information of the proposed tenant. In the event that Seller shall enter into, modify, renew, grant concessions or terminate a Lease prior to the expiration of the Feasibility Period, it shall promptly notify Purchaser in writing thereof. Notwithstanding the foregoing, Seller may enter into tenant leases so long as such leases are within the Leasing Guidelines.

9.6. ALTERATIONS. Seller shall not make or permit to be made any alteration, improvement or addition with a value in excess of Fifty Thousand Dollars ($50,000.00) to any of Oxford, Springhouse, Greentree or Highlands, without the prior written consent of Purchaser, except those made by Seller pursuant to the express requirements of this Agreement, those made by tenants pursuant to the right to do so under their Leases, or by Seller if required by applicable law or ordinance, or as required under any Lease or Approved New Lease.

9.7. BILL TENANTS. Seller shall bill all tenants for all rent due and payable under Leases, and shall use commercially reasonable efforts to collect any rent in arrears.

9.8. NOTICE TO PURCHASER. Seller shall instruct the Property Manager to notify Purchaser of the occurrence of any of the following:

(i) a fire or other casualty causing damage to the Property or any portion thereof;

(ii) receipt of written notice of eminent domain proceedings or condemnation of or affecting the Property, or any portion thereof;

(iii) receipt of written notice from any Governmental Authority of a violation of law;

(iv) receipt of written notice of any actual or threatened litigation which would affect the Property or any portion thereof after Closing; or

(v) termination of any lease prior to the expiration of its term.

9.9. COMPLY WITH LEASES. Seller shall timely perform all obligations of landlord as required by the Leases or by any order or direction of any governmental authority having jurisdiction thereof, subject to the provisions of Article IV and Article VI hereof.

9.10. NO NEW AGREEMENTS. Except for (i) agreements which can be terminated upon not more than thirty (30) days' notice and (ii) tenant leases (to the extent permitted under the terms of this Agreement), Seller shall not enter into any other agreements which affect the Property or the transactions contemplated by this Agreement, without the prior written consent of Purchaser.

9.11. TAX DISPUTES. Seller shall notify Purchaser of any tax assessment disputes (pending or threatened) prior to Closing, and shall not consent to any changes in the real estate tax assessment, nor settle, withdraw or otherwise compromise any pending claims with respect to prior tax assessments, without Purchaser's prior written consent. If any proceedings (either prior to or after Closing) shall result in any reduction of assessment and/or tax for the tax year in which the Closing occurs, it is agreed that the amount of tax savings or refund for such tax year, less the reasonable fees and disbursements in connection with such proceedings, shall be apportioned between the parties as of the date real estate taxes are apportioned under this Agreement.

ARTICLE X.

Closing Conditions

10.1. CONDITIONS TO OBLIGATIONS OF SELLER. The obligations of Seller under this Agreement to sell the Property and consummate the other transactions contemplated hereby shall be subject to the satisfaction of the following conditions on or before the Closing Date except to the extent that any of such conditions may be waived by Seller in writing at Closing.

10.1.1. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER. All representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if such representations and warranties were made anew as of the Closing Date. Any changes to such representations disclosed by Purchaser pursuant to Section 11.1.5 shall be acceptable to Seller in its sole discretion, and Purchaser shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by Purchaser prior to the Closing Date.

10.1.2. NO ORDERS. No order, writ, injunction or decree shall have been entered and be in effect by any court of competent jurisdiction or any Authority, and no statute, rule, regulation or other requirement shall have been promulgated or enacted and be in effect, that restrains, enjoins or invalidates the transactions contemplated hereby.

10.2. CONDITIONS TO OBLIGATIONS OF PURCHASER. The obligations of Purchaser under this Agreement to purchase the Property and consummate the other transactions contemplated hereby shall be subject to the satisfaction of the following conditions on or before the Closing Date, except to the extent that any of such conditions may be waived by Purchaser in writing at Closing.

10.2.1. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. All representations and warranties of Seller in this Agreement shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if such representations and warranties were made anew as of the Closing Date. Any changes to such representations disclosed by Seller pursuant to Section 11.2.5 shall be acceptable to Purchaser in its sole discretion, and Seller shall have performed and complied in all material respects with all covenants and agreement required by this Agreement to be performed or complied with by Seller prior to the Closing Date.

10.2.2. NO ORDERS. No order, writ, injunction or decree shall have been entered and be in effect by any court of competent jurisdiction or any Governmental Authority, and no statute, rule, regulation or other requirement shall have been promulgated or enacted and be in effect, that restrains, enjoins or invalidates the transactions contemplated hereby.

10.2.3. ISRA NON-APPLICABILITY LETTER. Purchaser shall have received from Seller a written non-applicability letter with respect to ISRA issued within forty (40) days after the Effective Date by the New Jersey Department of Environmental Protection in connection with the contemplated sale and purchase of Greentree and Highlands.

10.2.4. TENANT ESTOPPELS. Purchaser shall have received estoppel certificates substantially in the form attached hereto as Exhibit C (reporting information consistent with Seller's representations herein, if any, the rent rolls attached hereto, and the Leases heretofore delivered), from tenants occupying at least eighty percent (80%) of the leased rentable space in each Property specifically including the following tenants (the "Specified Tenants"):
(i) at Greentree: Counseling Program; (ii) at Oxford: Ecogen, Computer Hardware Maintenance, DiMark, Inc.; (iii) at Springhouse: Bisys, Ecta Corp. and Siemens Energy and (iv) at Highlands: U.S. Postal Service, Walpole, Inc., MBO Binder and Pepsico. Notwithstanding the foregoing, at Seller's sole option, Seller may provide its own estoppel ("Seller's Estoppel") in

the form attached as Exhibit L to Purchaser with respect to any or all tenants other than the Specified Tenants in satisfaction of the foregoing requirements. In the event that, after the Closing, Seller delivers to Purchaser a tenant estoppel certificate from a tenant for whom Seller executed a Seller's Estoppel at the Closing, and such tenant estoppel certificate contains no information which is contradictory to or inconsistent with the information contained in the Seller's Estoppel, then Seller thereafter shall be released from all liability relating to Seller's Estoppel with respect to such tenant's Lease.

10.2.5. TITLE POLICY. Upon recordation of the Deed and payment of the title insurance premiums, the Title Company shall be prepared to issue to Purchaser an Owner's Policy of Title Insurance insuring Purchaser good and marketable fee simple title to the Property subject only to the Permitted Exceptions.

10.2.6. POSSESSION OF THE PROPERTY. Delivery by Seller of possession of the Property, subject to the Permitted Exceptions and the rights of tenants under the Leases.

ARTICLE XI.

Closing

11.1. PURCHASER'S CLOSING OBLIGATIONS. Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

11.1.1. The Purchase Price, after all adjustments are made at the Closing as herein provided, by wire transfer or other immediately available federal funds, which amount shall be received in escrow by the Title Company on or before 11:00 a.m. local time.

11.1.2. A blanket conveyance and bill of sale, substantially in the form attached hereto as Exhibit I (the "General Assignment"), duly executed by Purchaser (with reciprocal indemnities by Purchaser and Seller), conveying and assigning to Purchaser the Personal Property, the Leases, the Contracts, the records and plans, and the Intangible Property.

11.1.3. Evidence reasonably satisfactory to Seller and the Title Company that the person executing the Closing documents on behalf of Purchaser has full right, power and authority to do so.

11.1.4. Written notice executed by Purchaser and addressed to the tenants, (i) acknowledging the sale of the Property to Purchaser, (ii) acknowledging that Purchaser has received and is responsible for any security

deposits identified in the rent roll, and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor.

11.1.5. A certificate indicating that the representations and warranties set forth in Article VIII are true and correct on the Closing Date, or, if there have been changes, describing such changes.

11.1.6. Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.

11.2. SELLER'S CLOSING OBLIGATIONS. Seller, at its sole cost and expense, shall deliver or cause to be delivered to Purchaser the following:

11.2.1. A deed (the "Deed") in recordable form properly executed by Seller conveying to Purchaser the Land and Improvements in fee simple subject only to the Permitted Exceptions, substantially in the forms attached hereto as Exhibit H-1 and H-2, as appropriate.

11.2.2. The General Assignment, duly executed by Seller, conveying and assigning to Purchaser the Personal Property, the Leases, the Contracts, the records and plans and the Intangible Property.

11.2.3. Written notice executed by Seller and addressed to the tenants,
(i) acknowledging the sale of the Property to Purchaser, (ii) acknowledging that Purchaser has received and is responsible for any security deposits identified in the rent roll, and (iii) indicating that rent should thereafter be paid to Purchaser. substantially in the form attached hereto as Exhibit J.

11.2.4. Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the Closing documents on behalf of Seller has full right, power and authority to do so.

11.2.5. A certificate indicating that the representations and warranties set forth in Article VII are true and correct on the Closing Date, or, if there have been changes, describing such changes.

11.2.6. A certificate substantially in the form attached hereto as Exhibit K ("Non-foreign Entity Certification") certifying that Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended.

11.2.7. The following items, to the extent in Seller's possession: (i) all keys, combinations and security codes for all locks and security devices on the Property which are in Seller's possession; (ii) all tenant

files, operating reports, plans and specifications and other materials reasonably necessary to the continuity of operation of the Property; (iii) the originals (or copies where originals are not available) of the Leases, the service contracts and the licenses and permits; and (iv) certificates of insurance from the tenants in Seller's possession. Seller shall certify that a copy of a Lease is true, correct and complete to its knowledge with respect to those Leases for which Purchaser has not received an original Lease, a tenant estoppel certificate so certifying as to such Lease, or a Seller's Estoppel.

11.2.8. Such affidavits of title as shall be required by the Title Company to insure Purchaser's title to the Property as set forth in Section 10.2.5, and to provide affirmative endorsements against mechanic's liens.

11.2.9. A rent roll updated as of not more than three (3) business days prior to the Closing Date, certified by Seller as true and correct.

11.2.10. Evidence as required by the title company of the good standing and existence of Seller and the due authority of those executing for Seller.

11.2.11. Current tax bills and, if available, tax bills for each of the past two (2) years of Seller's ownership of the Property.

11.2.12. Such other documents as are specified in this Agreement, or as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.

ARTICLE XII.

Risk of Loss

12.1. CONDEMNATION AND CASUALTY. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (as hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen
(15) days after receipt of Seller's notice, or the Closing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign and turn over to Purchaser all of the insurance proceeds (and shall credit Purchaser with the full amount of Seller's insurance deductible, if any, as set forth below)

or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs other than attorneys' fees (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductible. Seller hereby covenants and agrees that after the end of the Feasibility Period if Purchaser has elected to proceed to Closing and has waived its right to terminate this Agreement pursuant to Section 5.5, Seller shall be required to obtain Purchaser's prior approval of the settlement of any insurance or condemnation proceeds and repairs to the Property resulting from a casualty or condemnation, such approval not to be unreasonably withheld, conditioned or delayed and which shall be deemed granted if Purchaser fails to respond to a request for approval within five (5) business days after receipt of the request therefor.

12.2. CONDEMNATION NOT MATERIAL. If the condemnation is not Material, then the Closing shall occur without abatement of the Purchase Price and, after deducting Seller's reasonable costs and expenses incurred in collecting any award, Seller shall assign all remaining awards or any rights to collect awards to Purchaser on the Closing Date.

12.3. CASUALTY NOT MATERIAL. If the Casualty is not Material, then the Closing shall occur without abatement of the Purchase Price except for a credit in the amount of the applicable deductible and Seller shall not be obligated to repair such damage or destruction and Seller shall assign and turn over to Purchaser all of the insurance proceeds net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or such casualty including any rent abatement insurance for such casualty.

12.4. MATERIALITY. For purposes of this Article XII (i) with respect to a taking by condemnation or eminent domain, the term "Material" shall mean any taking whatsoever, regardless of the amount of the award or the amount of the Property taken, excluding, however, any taking solely of (x) subsurface rights or takings for utility easements or right of way easements, if the surface of the Property, after such taking, may be used in substantially the same manner as though such rights had not been taken, or (y) a lease of less than 25,000 rentable square feet for a term of less than five years, and (ii) with respect to a casualty, the term "Material" shall mean any casualty such that the cost of repair, as reasonably estimated by Seller's engineer, is in excess of One Million Dollars ($1,000,000.00).

ARTICLE XIII.

Default

13.1. DAFAULT BY SELLER. In the event the Closing and the transactions contemplated hereby do not occur as provided herein by reason of the default of Seller, Purchaser may elect, as the sole and exclusive remedy of Purchaser, to
(i) terminate this Agreement and receive the Deposit from the Escrow Agent, and in such event Seller shall not have any liability whatsoever to Purchaser hereunder other than with respect to the Surviving Termination Obligations or
(ii) enforce specific performance of this Agreement. If specific performance is not available as a remedy hereunder due solely to Seller's willful or intentional breach hereunder, then, upon termination of this Agreement by Purchaser, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Purchaser shall also receive from Seller, upon demand, Purchaser's actual, documented out-of-pocket costs and expenses associated with conducting its due diligence relating to the Property (but expressly excluding legal fees incurred in connection with negotiating this Agreement). Seller's maximum reimbursement liability under this Section 13.1 shall not exceed Seventy Five Thousand Dollars ($75,000.00).

13.2. DEFAULT BY PURCHASER. In the event the Closing and the transactions contemplated hereby do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. Therefore, Purchaser and Seller hereby agree a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property is and shall be, as Seller's sole and exclusive remedy (whether at law or in equity), a sum equal to the Deposit. Upon such default by Purchaser, Seller shall have the right to receive the Deposit from the Escrow Agent as its sole and exclusive remedy and thereupon this Agreement shall be terminated and neither Seller nor Purchaser shall have any further rights or obligations hereunder except with respect to the Surviving Termination Obligations. The amount of the Deposit shall be the full, agreed and liquidated damages for Purchaser's default and failure to complete the purchase of the Property, all other claims to damages or other remedies being hereby expressly waived by Seller. Notwithstanding the foregoing, nothing contained herein shall limit Seller's remedies at law or in equity as to the Surviving Termination Obligations.

ARTICLE XIV.

Brokers

14.1. BROKERS. Purchaser and Seller each represents and warrants to the other that it has not dealt with any person or entity entitled to a

brokerage commission, finder's fee or other compensation with respect to the transaction contemplated hereby other than The Flynn Company whose compensation shall be the sole responsibility of Purchaser, and who shall be paid only upon the Closing of the purchase and sale contemplated hereby pursuant to a separate agreement. Purchaser hereby agrees to indemnify, defend, and hold Seller harmless from and against any losses, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees and costs) incurred by Seller by reason of any breach or inaccuracy of the Purchaser's (or its nominee's) representations and warranties contained in this Article XIV. Seller hereby agrees to indemnify, defend, and hold Purchaser harmless from and against any losses, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees and costs) incurred by Purchaser by reason of any breach or inaccuracy of Seller's representations and warranties contained in this Article
XIV. Seller and Purchaser agree that it is their specific intent that no broker shall be a party to or a third party beneficiary of this Agreement or the Deposit, that no broker shall have any rights or cause of action hereunder, and further that the consent of a broker shall not be necessary to any agreement, amendment, or document with respect to the transaction contemplated by this Agreement. The provisions of this Article XIV shall survive the Closing and/or termination of this Agreement.

ARTICLE XV.

Confidentiality

15.1. CONFIDENTIALITY. Seller and Purchaser each expressly acknowledges and agrees that the transactions contemplated by this Agreement, the Documents that are not otherwise known by or readily available to the public and the terms, conditions and negotiations concerning the same shall be held in the strictest confidence by each of them and shall not be disclosed by either party except to its respective legal counsel, surveyor, title company, broker, accountants, consultants, lenders and their counsel, officers, partners, directors, trustees and shareholders, (the "Authorized Representatives") and except and only to the extent that such disclosure may be necessary for such party's performance hereunder. Purchaser agrees that it shall instruct in writing each of its Authorized Representatives to maintain the confidentiality of such information and that it shall promptly inform Seller of the identity of each such Authorized Representative. Purchaser further acknowledges and agrees that, unless and until the Closing occurs, all information and materials obtained by Purchaser in connection with the Property that are not otherwise known by or readily available to the public will not be disclosed by Purchaser to any third persons (other than to its Authorized Representatives) without the prior written consent of Seller. If the transaction contemplated by this Agreement does not occur for any reason whatsoever, Purchaser shall promptly return to Seller, and shall instruct its Authorized Representatives to return to Seller, all copies and

originals of all documents and information provided to Purchaser. Nothing contained in this Section 15.1 or elsewhere in this Agreement shall preclude or limit either party from disclosing or accessing any information otherwise deemed confidential under this Section 15.1 in connection with the party's enforcement of its rights following a disagreement hereunder or in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or any filings with Authorities required by reason of the transactions provided for herein. The provisions of this Section 15.1 shall survive any termination of this Agreement.

15.2. POST CLOSING PUBLICATIONS. Notwithstanding the foregoing, following Closing, Purchaser shall have the right to announce the acquisition of the Property in newspapers and real estate trade publications (including "tombstones") publicizing the purchase provided that Purchaser shall consult with Seller with respect to any such notice or publication, and shall reasonably consider any comments or objections of Seller. The provisions of this Section 15.2 shall survive Closing and/or any termination of this Agreement.

ARTICLE XVI.

Miscellaneous

16.1. NOTICES. Any and all notices, requests, demands or other communications hereunder shall be deemed to have been duly given if in writing and if transmitted by hand delivery with receipt therefor, by facsimile delivery (with confirmation by hard copy), by overnight courier, or by registered or certified mail, return receipt requested, first class postage prepaid addressed as follows (or to such new address as the addressee of such a communication may have notified the sender thereof) (the date of such notice shall be the date of actual delivery to the recipient thereof):

To Purchaser:     Brandywine Realty Trust
                  16 Campus Boulevard
                  Suite 150
                  Newtown Square, PA  19073
                  Attn:  Mr. Gerard H. Sweeney,
                  President and CEO
                  Fax No.: (610) 325-5622

With a copy to:   Pepper, Hamilton & Scheetz LLP
                  3000 Two Logan Square
                  18th and Arch Streets
                  Philadelphia, PA  10103
                  Attn:  Eric L. Stern, Esquire
                  Fax No.: (215) 981-4750

To Seller:        Advent Realty Limited Partnership and
                  Advent Realty Limited Partnership II
                  c/o TA Associates Realty
                  45 Milk Street
                  6th Floor
                  Boston, MA 02109
                  Attn:  Mr. Andrew M. Neher
                  Fax No.:  (617) 338-5054

With a copy to:   Bingham, Dana & Gould LLP
                  1200 Nineteenth Street, N.W.
                  Suite 400
                  Washington, D.C. 20036
                  Attn:  Barry P. Rosenthal, Esq.
                  Fax No.:  (202) 778-6155

To Escrow Agent:  Commonwealth Land Title Insurance Company
                  1700 Market Street - 22nd Floor
                  Philadelphia, PA 19103
                  Attn: M. Gordon Daniels, VP
                  Fax No.: (215) 241-1641

16.2. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.

16.3. HEADINGS. The captions and headings herein are for convenience and reference only and in no way define or limit the scope or content of this Agreement or in any way affect its provisions.

16.4. EFFECTIVE DATE. This Agreement shall be effective upon delivery of this Agreement fully executed by the Seller and Purchaser, which date shall be deemed the Effective Date hereof. Either party may request that the other party promptly execute a memorandum specifying the Effective Date.

16.5. BUSINESS DAYS. If any date herein set forth for the performance of any obligations of Seller or Purchaser or for the delivery of any instrument or notice as herein provided should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used herein, the term "legal holiday" means any state or Federal holiday for which financial institutions or post offices are generally closed in the state where the Property is located.

16.6. COUNTERPART COPIES. This Agreement may be executed in two or more counterpart copies, all of which counterparts shall have the same

force and effect as if all parties hereto had executed a single copy of this Agreement.

16.7. BINDING EFFECT. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

16.8. ASSIGNMENT. Purchaser may assign this Agreement to a subsidiary or affiliate entity, including without limitation, Brandywine Operating Partnership, L.P., but otherwise shall not have the right to assign the Agreement without Seller's prior written consent, which consent may be given or withheld in Seller's sole and absolute discretion; provided that Purchaser shall in no event be released from any of its obligations or liabilities hereunder as a result of any such approved or deemed-approved assignment. Whenever reference is made in this Agreement to Seller or Purchaser, such reference shall include the successors and assigns of such party under this Agreement.

16.9. INTERPRETATION. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both Seller and Purchaser have contributed substantially and materially to the preparation of this Agreement.

16.10. ENTIRE AGREEMENT. This Agreement and the Exhibits attached hereto contain the final and entire agreement between the parties hereto with respect to the sale and purchase of the Property and are intended to be an integration of all prior negotiations and understandings. Purchaser, Seller and their agents shall not be bound by any terms, conditions, statements, warranties or representations, oral or written, not contained herein. No change or modifications to this Agreement shall be valid unless the same is in writing and signed by the parties hereto. Each party reserves the right to waive any of the terms or conditions of this Agreement which are for their respective benefit and to consummate the transaction contemplated by this Agreement in accordance with the terms and conditions of this Agreement which have not been so waived. Any such waiver must be in writing signed by the party for whose benefit the provision is being waived.

16.11. SEVERABILITY. If any one or more of the provisions hereof shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

16.12. SURVIVAL. Except as otherwise specifically provided for in Sections 5.1, 5.2, 5.3, 5.4, 7.3, 8.3, 8.7, 12.1, 14, 15.1, 15.2 and 16.16 (collectively, the "Surviving Termination Obligations"), the provisions of this

Agreement and the representations and warranties herein shall not survive after the conveyance of title and payment of the Purchase Price but be merged therein.

16.13. EXHIBITS. Exhibits A through O attached hereto are incorporated herein by reference.

16.14. TIME. Time is of the essence in the performance of each of the parties' respective obligations contained herein.

16.15. LIMITATION OF LIABILITY. The obligations of Seller are binding only on Seller and Seller's assets and shall not be personally binding upon, nor shall any resort be had to, the private properties of any of the partners, officers, directors, shareholders or beneficiaries of Seller, or of any partners, officers, directors, shareholders or beneficiaries of any partners of Seller, or of any of Seller's employees or agents. All documents to be executed by Seller shall also contain the foregoing exculpation. The obligations of Purchaser are binding only on Purchaser and Purchaser's assets and shall not be personally binding upon, nor shall any resort be had to, the private properties of any of the trustees, partners, officers, directors, shareholders or beneficiaries of Purchaser, or of any trustees, partners, officers, directors, shareholders or beneficiaries of any partners of Purchaser, or of any of Purchaser's employees or agents. All documents to be executed by Purchaser shall also contain the foregoing exculpation.

16.16. PREVAILING PARTY. Should either party employ an attorney to enforce any of the provisions hereof, (whether before or after Closing, and including any claims or actions involving amounts held in escrow), the non-prevailing party in any final judgment agrees to pay the other party's reasonable expenses, including reasonable attorneys' fees and expenses in or out of litigation and, if in litigation, trial, appellate, bankruptcy or other proceedings, expended or incurred in connection therewith, as determined by a court of competent jurisdiction. The provisions of this Section 16.16 shall survive Closing and/or any termination of this Agreement.

16.17. ESCROW AGREEMENT. 16.17.1 INSTRUCTIONS. Within two (2) days after execution of this Agreement, Purchaser and Seller each shall deposit a copy of this Agreement executed by such party (or either of them shall deposit a copy executed by both Purchaser and Seller) with Escrow Agent, and upon receipt of the Initial Deposit from Purchaser, Escrow Agent shall immediately execute this Agreement where provided below. This Agreement, together with such further instructions, if any, as the parties shall provide to Escrow Agent by written agreement, shall constitute the escrow instructions. If any requirements relating to the duties or obligations of Escrow Agent hereunder are not acceptable to Escrow Agent, or if Escrow Agent requires additional

instructions, the parties hereto agree to make such deletions, substitutions and additions hereto as counsel for Purchaser and Seller shall mutually approve, which additional instructions shall not substantially alter the terms of this Agreement unless otherwise expressly agreed to by Seller and Purchaser.

16.17.2. REAL ESTATE REPORTING PERSON. Escrow Agent is hereby designated the "real estate reporting person" for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by Escrow Agent shall so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Agent shall file Form 1099 information return and send the statement to Seller as required under the aforementioned statute and regulation. Seller and Purchaser shall promptly furnish their federal tax identification numbers to Escrow Agent and shall otherwise reasonably cooperate with Escrow Agent in connection with Escrow Agent's duties as real estate reporting person.

16.18. LIABILITY OF ESCROW AGENT. The parties acknowledge that the Escrow Agent shall be conclusively entitled to rely, except as hereinafter set forth, upon a certificate from Purchaser or Seller as to how the Deposit (which, for purposes of this Section shall be deemed to also include any other escrowed funds held by the Escrow Agent pursuant to this Agreement) should be disbursed. Any notice sent by Seller or Purchaser (the "Notifying Party") to the Escrow Agent shall be sent simultaneously to the other noticed parties pursuant to
Section 16.1 herein (the "Notice Parties"). If the Notice Parties do not object to the Notifying Party's notice to the Escrow Agent within ten (10) days after the Notice Parties' receipt of the Notifying Party's certificate to the Escrow Agent, the Escrow Agent shall be able to rely on the same. If the Notice Parties send, within such ten (10) days, written notice to the Escrow Agent disputing the Notifying Party's certificate, a dispute shall exist and the Escrow Agent shall hold the Deposit as hereinafter provided. The parties hereto hereby acknowledge that Escrow Agent shall have no liability to any party on account of Escrow Agent's failure to disburse the Deposit if a dispute shall have arisen with respect to the propriety of such disbursement and, in the event of any dispute as to who is entitled to receive the Deposit, disburse them in accordance with the final order of a court of competent jurisdiction, or to deposit or interplead such funds into a court of competent jurisdiction pending a final decision of such controversy. The parties hereto further agree that Escrow Agent shall not be liable for failure to any depository and shall not be otherwise liable except in the event of Escrow Agent's gross negligence or willful misconduct. The Escrow Agent shall be reimbursed on an equal basis by Purchaser and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the Deposit. The obligations of Seller and Purchaser with respect to the Escrow Agent are intended to be binding only on such parties and their respective assets and shall not be personally binding upon, nor shall any resort be had to, the private properties of any of the partners, officers,

trustees, directors, shareholders or beneficiaries of Seller or Purchaser, or of any partners, officers, trustees, directors, shareholders or beneficiaries of any partners of Seller or Purchaser, or of any of Seller's or Purchaser's employees or agents.

16.19. NO RECORDING. Neither this Agreement nor any memorandum or short form hereof shall be recorded or filed in any public land or other public records of any jurisdiction, by either party and any attempt to do so may be treated by the other party as a breach of this Agreement.

16.20. WAIVER OF TRIAL BY JURY. The respective parties hereto shall and hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Agreement, or for the enforcement of any remedy under any statute, emergency or otherwise.

16.21. [INTENTIONALLY OMITTED.]

16.22. SEVERAL OBLIGATIONS OF SELLER. Purchaser hereby acknowledges and agrees that Fund I and Fund II are referred to collectively in this Agreement as Seller merely for the sake of convenience. Notwithstanding any provision to the contrary in this Agreement, the parties agree and acknowledge that the obligations of Fund I and Fund II under this Agreement are several obligations only and not joint obligations. Fund I makes the representations and warranties contained herein, including, without limitation, the representations and warranties contained in Article VII of this Agreement, and undertakes the covenants and obligations contained herein, including, without limitation, the covenants set forth in Articles V, IX, XI and XIV of this Agreement, on its own behalf and solely with respect to Springhouse, Oxford and Greentree. Fund II makes the representations and warranties contained herein, including, without limitation, the representations and warranties contained in Article VII of this Agreement, and undertakes the covenants and obligations contained herein, including, without limitation, the covenants set forth in Articles V, IX, XI and XIV of this Agreement, on its own behalf and solely with respect to Highlands. Nothing contained in this Agreement shall make Fund I and Fund II obligated for the representations, warranties, covenants, obligations or liabilities of the other. Notwithstanding the foregoing, the parties hereby acknowledge that Purchaser need not seek the approval, consent or waiver of both Fund I and Fund II with respect to any approval, consent or waiver required hereunder; rather it shall be adequate if Purchaser obtains the approval, consent or waiver of the entity which owns the Property so affected.

16.23. PORTFOLIO SALE. Seller and Purchaser hereby acknowledge that the Property is to be purchased in its entirety. In furtherance thereof, in the event that any condition precedent is not satisfied with respect to less than all of the Property, or any other condition arises with respect to less than all

of the Property which entitles Purchaser to exercise its remedies under this Agreement, Purchaser shall have no right to purchase less than all of the Property. Notwithstanding the foregoing, the parties acknowledge that Seller must obtain the release from Seller's lender on or before Closing of the mortgage currently encumbering Highlands. In the event that Seller has not obtained such release prior to Closing, Seller shall have the right, to be exercised by delivering written notice to Purchaser not less than three (3) days prior to Closing, to extend the Closing Date, with respect to Highlands only, for a period not to exceed thirty (30) days in order to enable Seller to obtain said release. Said extension of time shall not apply to the Closing with respect to Oxford, Springhouse or Greentree, which shall take place in the time period and the manner and on such other terms as are set forth in this Agreement. If Seller has not obtained the release within said additional thirty (30) day period, then, Purchaser shall have the right, to be exercised by delivering written notice to Seller not less than three (3) days prior to the end of said thirty (30) day period, to extend the Closing Date, with respect to Highlands only, for a period not to exceed an additional thirty (30) days in order to enable Seller to obtain said release. In the event that Purchaser elects not to extend the Closing Date as set forth in the preceding sentence then this Agreement shall be deemed terminated and of no further force and effect with respect to Highlands.

16.24. SEC REPORTING REQUIREMENTS. For the period of time commencing on the date hereof and continuing through the first anniversary of the Closing Date, Seller shall, from time to time, upon reasonable advance written notice from Purchaser, provide Purchaser and its representatives with (i) access to all financial and other information pertaining to the period of Seller's ownership and operation of the Property, which information is relevant and necessary, in the opinion of Purchaser's outside third party accountants (the "Accountants") to enable Purchaser and its Accountants to prepare financial statements in compliance with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the Securities and Exchange Commission (the "Commission"), as applicable; (b) any other rule issued by the Commission and applicable to the Purchaser; and (c) any registration statement, report or disclosure statement filed with the Commission by, or on behalf of Purchaser; and (ii) a representation letter, in form specified by, or otherwise reasonably satisfactory to the Accountants, signed by the individual(s) responsible for Seller's financial reporting, as prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, which representation letter may be required by the Accountants in order to render an opinion concerning Seller's financial statements. Purchaser shall indemnify Seller upon demand for all liabilities, obligations, costs and expenses actually incurred by Seller in connection with (i) Seller's compliance with its obligations under this Section 16.24, (ii) any claims made under this Section 16.24 and (iii) any claims made with respect to the representation letter.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal on the date or dates set forth below.

WITNESS:                                  SELLER:

                                          ADVENT REALTY LIMITED
                                          PARTNERSHIP, a Delaware limited
                                          partnership

                                          By: Advent Realty G.P. Limited
                                              Partnership, a Delaware limited
                                              partnership, general partner

                                              By: TA Associates Realty Group
                                                   Limited Partnership, a
                                                   Delaware limited partnership,
                                                   its sole general partner



/s/ Erica H. Weiss                                         By: /s/ Michael Ruane
---------------------------                                   ------------------
                                                           Michael Ruane
                                                           General Partner

                                          DATE:  April 7, 1997
                                          Tax I.D. No. 51-0305555

                                          ADVENT REALTY LIMITED
                                          PARTNERSHIP II, a Delaware limited
                                          partnership

                                          By: Advent Realty G.P. II Limited
                                              Partnership, a Delaware limited
                                              partnership, general partner

                                              By: Advent Realty, Inc., a
                                                  Massachusetts corporation, its
                                                  sole general partner



/s/ Erica H. Weiss                                       By: /s/ Andrew M. Neher
---------------------------                                 --------------------
                                                         Andrew M. Neher
                                                         Senior Vice President

By: Advent Real Estate Investment Texas Corporation, a Texas corporation, general partner

/s/ Erica H. Weiss                                      By: /s/ Andrew M. Neher
---------------------------                                --------------------
                                                           Andrew M. Neher
                                                           Senior Vice President

                                              DATE:  April 7, 1997
                                              Tax I.D. No. 04-3092357

(SIGNATURES CONTINUED ON FOLLOWING PAGE)

PURCHASER:

WITNESS:

BRANDYWINE REALTY TRUST,
a Maryland real estate investment trust

/s/ Brian A. Belcher                           By: /s/ Gerard H. Sweeney
---------------------------                       -----------------------
                                                       Gerard H. Sweeney
                                                       President and CEO
                                                       DATE:  April 7, 1997
                                                       Tax I.D. #23-2862640

The Escrow Agent hereby executes this Agreement for the sole purpose of acknowledging receipt of the Deposit and its responsibilities hereunder and to evidence its consent to serve as Escrow Agent in accordance with the terms of this Agreement.

ESCROW AGENT:

COMMONWEALTH LAND TITLE
INSURANCE COMPANY

By:     /s/ M. Gordon Daniels
       -----------------------
Title:  Vice President
       -----------------------
Date:   4/7/97
       -----------------------

AGREEMENT OF SALE

THIS AGREEMENT OF SALE is made and entered into as of the 15th day of April, 1997 by and between EDB PROPERTY PARTNERS, L.P. I, a Delaware limited partnership, having an address in care of Emmes & Company, LLC, 420 Lexington Avenue, New York, New York 10170 (hereinafter referred to as the "Seller") and BRANDYWINE REALTY TRUST, a Maryland real estate investment trust, having an address at Suite 150, 16 Campus Boulevard, Newtown Square, Pennsylvania 19073 (hereinafter referred to as the "Buyer").

RECITALS

A. Seller is the owner of all of the Land (as hereinafter defined) upon which are constructed the Improvements (as hereinafter defined) commonly known as (i) 7000 Geerdes Boulevard, located in King of Prussia, Pennsylvania and (ii) 2000/4000 Midlantic Drive, 9000 Midlantic Drive, 10000 Midlantic Drive and 15000 Midlantic Drive, located in Mount Laurel, New Jersey.

B. Seller desires and hereby agrees to sell, and Buyer desires and hereby agrees to acquire, all of Seller's right, title and interest in and to the Properties (as hereinafter defined), subject to and on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions Of Certain Terms. For all purposes of this Agreement, the following terms shall have the respective meanings set forth below:

"Agreement" shall mean this document entitled "Agreement of Sale", all exhibits and schedules attached hereto or made a part hereof and all amendments to this Agreement which are agreed to in writing and signed by all of the parties hereto.

"Assignments" shall have the meaning ascribed to that term in Paragraph 5(f) hereof.

"Closing Date" shall have the meaning ascribed to that term in Paragraph 4 hereof. The date upon which the Closing (as defined in Paragraph 4 below) actually occurs shall be the Closing Date.

"Contracts" shall mean all contracts and agreements with respect to the management (excluding property management agreements), operation, supply, maintenance, repair or construction affecting any of the Properties, to the extent assignable by Seller, all as described in Exhibit "B" attached hereto and made a part hereof.

"Deposit" shall mean the Deposit delivered by Buyer to Escrow Agent pursuant to Paragraph 3(a) hereof, together with all interest earned thereon, if any.

"Due Diligence Termination Date" shall mean 5:00 p.m. E.S.T. on May 15, 1997.

"Effective Date" shall mean the date on which this Agreement has been fully executed and delivered by both parties hereto.

"Escrow Agent" shall mean Baer Marks & Upham LLP, having an address of 805 Third Avenue, New York, New York 10022.

"Escrow Terms" shall mean the escrow terms attached hereto as Exhibit "J" and made a part hereof by this reference, as if fully set forth within the body of this Agreement.

"Geerdes Improvements" shall mean those certain buildings and other improvements constructed and located on the Geerdes Land.

"Geerdes Land" shall mean that certain parcel of real property located at 7000 Geerdes Boulevard, Upper Merion Township, Montgomery County, Pennsylvania, all as more particularly described by metes and bounds on Exhibit "A-1" attached hereto and made a part hereof.

"Geerdes Property" shall mean the Geerdes Real Property and such of the Contracts, Leases, Licenses, Personal Property and other rights, titles, interests and obligations which pertain to the Geerdes Real Property and are intended to be conveyed, sold or otherwise transferred to Buyer by Seller pursuant to this Agreement.

"Geerdes Real Property" shall mean the Geerdes Land and the Geerdes Improvements.

"Improvements" shall mean, collectively, the Geerdes Improvements, the 2000/4000 Improvements, the 9000 Improvements, the 10000 Improvements and the 15000 Improvements.

"Land" shall mean, collectively, the Geerdes Land, the 2000/4000 Land, the 9000 Land, the 10000 Land, and the 15000 Land.

"Leases" shall mean those certain leases (and guarantees thereof, if any) listed on Exhibit "K" attached hereto and made a part hereof, or hereafter entered into by Seller, as landlord, in accordance with the terms of this Agreement, for any space within any of the Improvements located on any of the Land.

"Licenses" shall mean the licenses, permits, approvals and agreements affecting any of the Real Properties.

"New Jersey Real Properties" shall mean, collectively, the 2000/4000 Real Property, 9000 Real Property, 10000 Real Property, and 15000 Real Property.

"Partnership" shall mean Brandywine Operating Partnership, L.P., a Delaware limited partnership whose sole general partner is Buyer.

"Permitted Exceptions" shall mean with respect to any of the Real Properties (i) the lien of real estate taxes, water rent and sewer charges that are not due and payable on the Closing Date, (ii) the printed exclusions, conditions and stipulations contained in the Commitment (as hereinafter defined), (iii) additional exceptions to title set forth in Exhibit "C" to this Agreement, (iv) special assessments which become a lien on any of the Real Properties on or after the Closing Date, (v) matters set forth on the surveys of the Real Properties listed on Exhibit "L" attached hereto and made a part hereof, and any further state of facts which current and accurate surveys for the Real Properties would reveal, provided, that the same would not materially interfere with the use of the Real Properties for their current use as office space and accessory parking; (vi) such other title matters existing on the Closing Date which are accepted or deemed accepted by Buyer pursuant to Paragraph 5 hereof; and (vii) the rights of Tenants of any of the Real Properties pursuant to the Leases for all or any portion of any of the Real Properties.

"Personal Property" shall (except as specifically excluded on Exhibit "D" hereto) mean all of Seller's right, title and interest in and to the tangible personal property including, without limitation, furniture, furnishings, equipment, machinery and fixed and movable fixtures, together with all component and replacement parts, owned by Seller, situated on any of the Real Properties on the Closing Date, and all artwork, renderings, flags, awnings and trade dress; all architects', engineers', surveyors' and other real estate

professionals' plans, specifications, certifications, reports, data or other technical descriptions (including, without limitation, all environmental, structural and mechanical inspection reports) to the extent the same are in Sellers' possession and are not proprietary in nature, and all building names and Seller's rights, if any, in and to the name "Laurel Corporate Center."

"Properties" shall mean, collectively, the Geerdes Property, the 2000/4000 Property, the 9000 Property, the 10000 Property, and the 15000 Property.

"Real Properties" shall mean, collectively, the Geerdes Real Property and the New Jersey Real Properties.

"Tenants" shall mean the tenants under the Leases.

"2000/4000 Improvements" shall mean those certain buildings and other improvements constructed and located on the 2000/4000 Land.

"2000/4000 Land" shall mean that certain parcel of real property located at 2000/4000 Midlantic Drive, Mount Laurel, Burlington County, New Jersey all as more particularly described by metes and bounds on Exhibit "A-2" attached hereto and made a part hereof.

"2000/4000 Property" shall mean the 2000/4000 Real Property and such of the Contracts, Leases, Licenses, Personal Property and other rights, titles, interests and obligations which pertain to the 2000/4000 Real Property which are intended to be conveyed, sold or otherwise transferred to Buyer by Seller pursuant to this Agreement.

"2000/4000 Real Property" shall mean the 2000/4000 Land and the 2000/4000 Improvements.

"9000 Improvements" shall mean those certain buildings and other improvements constructed and located on the 9000 Land.

"9000 Land" shall mean that certain parcel of real property located at 9000 Midlantic Drive, Mount Laurel, Burlington County, New Jersey all as more particularly described by metes and bounds on Exhibit "A-3" attached hereto made a part hereof.

"9000 Property" shall mean the 9000 Real Property and such of the Contracts, Leases, Licenses, Personal Property and other rights, titles, interests and obligations which pertain to the 9000 Real Property and are intended to be conveyed, sold or otherwise transferred to Buyer by Seller pursuant to this Agreement.

"9000 Real Property" shall mean the 9000 Land and the 9000 Improvements.

"10000 Improvements" shall mean those certain buildings and other improvements constructed and located on the 10000 Land.

"10000 Land" shall mean that certain parcel of real property located at 10000 Midlantic Drive, Mount Laurel, Burlington County, New Jersey all as more particularly described by metes and bounds on Exhibit "A-4" attached hereto and made a part hereof.

"10000 Property" shall mean the 10000 Real Property and such of the Contracts, Leases, Licenses, Personal Property and other rights, titles, interests and obligations which pertain to the 10000 Real Property and are intended to be conveyed, sold or otherwise transferred to Buyer by Seller pursuant to this Agreement.

"10000 Real Property" shall mean the 10000 Land and the 10000 Improvements.

"15000 Improvements" shall mean those certain buildings and other improvements constructed and located on the 15000 Land.

"15000 Land" shall mean that parcel of real property located at 15000 Midlantic Drive, Mount Laurel, Burlington County, New Jersey all as more particularly described by metes and bounds on Exhibit "A-5" attached hereto made a part hereof.

"15000 Property" shall mean the 15000 Real Property and such of the Contracts, Leases, Licenses, Personal Property and other rights, titles, interests and obligations which pertain to the 15000 Real Property and are intended to be conveyed, sold or otherwise transferred to Buyer by Seller pursuant to this Agreement.

"15000 Real Property" shall mean the 15000 Land and the 15000 Improvements.

2. Acquisition Of The Properties. On the Closing Date, and subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer and Buyer shall purchase from Seller the following:

(a) All right, title and interest of Seller in and to all of the Real Properties;

(b) All right, title and interest of Seller, if any, in any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining any of the Land, to the center line thereof;

(c) All right, title and interest of Seller, if any, in any easements, covenants, rights of way, privileges, hereditaments and other rights appurtenant to any of the Real Properties;

(d) to the extent assignable to Buyer and not canceled by Seller, all right, title and interest of Seller in and to the Contracts and the Licenses relating to any of the Real Properties;

(e) all right, title and interest of Seller in and to the Leases; and

(f) all right, title and interest of Seller in and to the Personal Property.

3. Purchase Price And Time Of Payment. The Purchase Price (the "Purchase Price") to be paid by Buyer to Seller for the Properties shall be Sixty-Six Million Two Hundred Thousand ($66,200,000.00) Dollars, as adjusted pursuant to Paragraph 7 of this Agreement, which shall be paid to Seller in the following manner:

(a) Four Hundred Fifty Thousand ($450,000.00) Dollars (the "Deposit") by check, subject to collection, payable to the order of the Escrow Agent, which shall be held and disbursed pursuant to the Escrow Terms.

(b) The balance of the Purchase Price shall be paid to Seller at the Closing by wire transfer of immediately available funds to an account designated by Seller.

(c) The transaction contemplated by this Agreement is for the sale of all of the Properties as a single transaction so that no one or more of the Properties may be sold without all of the Properties being sold unless expressly provided for in this Agreement to the contrary or agreed to in writing by the parties hereto and in any event the Deposit shall be

deemed a single deposit for the entire transaction which shall not be allocated or prorated to any of the Properties regardless of whether all or less than all of the Properties are to be conveyed to Buyer on the Closing Date pursuant to this Agreement or as otherwise agreed by the parties hereto in writing.

4. Closing. The closing of the transaction contemplated by this Agreement (the "Closing") shall be held on May 30, 1997 (the "Closing Date") at the offices of Seller's attorneys, Baer Marks & Upham LLP, 805 Third Avenue, New York, New York 10022, with TIME BEING OF THE ESSENCE AS TO THE
PERFORMANCE BY BUYER OF ITS OBLIGATIONS UNDER THIS AGREEMENT ON SAID CLOSING DATE OF MAY 30, 1997. By written notice (the "Acceleration Notice") given to Seller, Buyer may elect to accelerate the Closing to a date earlier than May 30, 1997, which accelerated date shall in no event be less than fifteen (15) days after receipt by Seller of the Acceleration Notice.

5. Title And Conveyance Of The Property.

(a) At Closing, title to each of the Real Properties shall be insurable at regular rates by Chicago Title Insurance Company (the "Title Insurer"), free and clear of all liens, encumbrances and restrictions other than the Permitted Exceptions; provided, however, that if title to any of the Real Properties is not insurable as aforesaid, Buyer's sole right and remedy shall be as set forth in paragraph 5(b) below. If Purchaser elects to purchase fee title insurance, the Title Insurer shall be co-insurer for at least one-third of the principal sum of insurance coverage purchased by Purchaser.

(b) (i) Promptly after execution of this Agreement, Seller shall apply for a title insurance commitment (1992 ALTA Form with Creditor's Rights Exclusion Deleted) to be issued by the Title Insurer ("Commitment"), agreeing to issue to Buyer, upon recording of the Deeds (as hereinafter defined) for each of the Real Properties, an owner's policy of title insurance as above specified ("Title Policy"). Said Commitments shall agree to insure the proposed title of the Buyer to each of the Real Properties subject only to the Permitted Exceptions and such other title exceptions as Buyer has agreed to accept or is deemed to have accepted pursuant to this Paragraph. If any of the Commitments disclose any title exceptions in addition to the Permitted Exceptions and Buyer objects to such additional title exceptions (the "Title Defects"), Buyer shall notify Seller of such Title Defects with sufficient specificity to enable Seller to respond. Buyer's notice of any Title Defects shall be given in writing to Seller no later than the date which is five
(5) business after Buyer's receipt of the Commitments and copies of all matters of record raised therein as exceptions thereto, after which Buyer shall be deemed to have waived any and all Title Defects not so raised, except for Title Defects which are disclosed to Buyer in continuations of title issued

subsequent to the issuance of the Commitments, unless Buyer fails to object to same in writing within three (3) business days after Buyer's receipt of the continuation of title in which the same is disclosed, in which case Buyer will be deemed to have waived such additional Title Defects. Seller shall have the right, but not the obligation (except as otherwise specifically provided), to cure such Title Defects and, if Seller elects to attempt to cure the Title Defects but has not cured same on or before the Closing Date, then the Closing Date may be extended by Seller at its sole option for up to sixty (60) days to enable Seller to effect such cure.

i) In the event that either (a) Seller is unable to convey title in accordance with the terms of this Agreement, (b) Seller elects not to cure or cause the removal of any exception to title, except as required in (iii), below, or (c) if Seller is unable to satisfy any other conditions to Buyer's obligations under this Agreement, then (except as otherwise specifically provided in (iii), below) the sole liability of Seller shall be to (A) direct the Escrow Agent to return to Buyer the Deposit and (B) reimburse Buyer for the reasonable charges imposed by the Title Company for preparation of the Commitments (without the issuance of a policy) and for the reasonable fees paid by Buyer to update the existing surveys (collectively "Buyer's Reasonable Costs"), and upon such payments being made, this Agreement shall be deemed cancelled and the parties hereto shall be released of all obligations and liabilities hereunder, except as to any provisions which expressly survive a termination of this Agreement; and Buyer shall have no rights of action against Seller in law or in equity, for damages or, except for the purpose of enforcing Seller's contractual obligations under (iii), below, for specific performance. Notwithstanding the foregoing, Buyer shall have the right to waive any conditions to Buyer's obligations hereunder, in which event Seller shall make the deliveries provided for herein to Buyer to the extent that Seller is able so to do, and there shall be no reduction in the Purchase Price in such event.

ii) Notwithstanding the provisions of the foregoing paragraph, if the condition of title to the Real Properties at the Closing is other than that which Buyer is required or agrees to accept hereunder solely by reason of any mortgages or other liens (hereinafter referred to as "Liens") which (a) can be satisfied or remedied by the payment of a liquidated amount of money, and (b) will not in the aggregate require a payment in excess of $1,000,000 to discharge the same, (except that as to (x) mortgages which are of record as of the date hereof, and (y) Liens filed or recorded after the date hereof, there shall be no monetary limit with respect to Seller's obligations hereunder), Seller shall not have the right to cancel this Agreement and Seller shall either (aa) discharge, satisfy, or bond the same or (bb) deliver such funds to be held in escrow required by the Title Company, in either event so that the Title Company shall affirmatively insure the full and complete discharge of the foregoing and shall agree to omit the same as an exception to its title insurance policy.

iii) Notwithstanding anything to the contrary contained in this Agreement, Seller shall have no duty nor be required to take any action, to institute any proceedings or to incur any expense (other than as may be expressly required in paragraph

(iii), above) in order to remedy or remove any objections to title or otherwise to render title in accordance with the terms called for in this Agreement.

(c) Buyer expressly understands, acknowledges and agrees that any failure by Buyer to notify Seller in writing of any Title Defects on or before either the fifth (5th) or third (3rd) business day following the Buyer's receipt of the Commitments or any continuation thereof, respectively, shall for all purposes be deemed to be an acceptance by Buyer of such Title Defects as if they were one or more of the Permitted Exceptions.

(d) At Closing, Seller will convey fee simple title to the New Jersey Real Properties by a Bargain and Sale Deed with covenant against grantor's acts, and will convey fee simple title to the Geerdes Real Property by a Special Warranty Deed (collectively, the "Deeds"), subject in all cases to the Permitted Exceptions, in the forms attached hereto and made a part hereof as Exhibit "F".

(e) At Closing, Seller will transfer all of its right, title and interest in and to the Personal Property to Buyer by executing a Bill of Sale ("Bill of Sale") in the form attached hereto and made a part hereof as Exhibit "G".

(f) At Closing, Seller will assign all of Seller's right, title, and interest, and Buyer shall assume all of the obligations from and after the Closing Date, in, to and under the Leases, Licenses and the Contracts for each of the Real Properties, by executing an Assignment and Assumption Agreement in the form attached hereto and made a part hereof as Exhibit "M" (the "Assignments").

6. Closing Documents.

(a) At the Closing, as a condition of Buyer's obligation to close hereunder, Seller shall deliver or cause to be delivered the following:

i) The Deeds, executed by Seller, covering the New Jersey Real Properties and the Deed covering the Geerdes Real Property (and separate quitclaim deeds to each conveying the Real Properties utilizing new ALTA survey descriptions, if requested);

ii) The Bills of Sale executed by Seller covering the Personal Property;

iii) The Assignments, executed by Seller;

iv) As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of Seller;

v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Seller;

vi) All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Seller;

vii) Written notice from Seller or Seller's managing agent to each Tenant in form reasonably satisfactory to Buyer stating that the Real Properties have been sold to Buyer and that tenant security deposits (if any) in Seller's possession have been transferred to Buyer and directing the Tenants to make future rental payments to Buyer at the address designated by Buyer;

viii) Non-foreign person certification in the form attached hereto as Exhibit "H";

ix) All building records and Tenant lease files with respect to the Real Properties which are in the possession of Seller;

x) Each bill of current real estate taxes, sewer charges and assessments, water charges and other utilities and to the extent in Seller's possession or control, bills for each of the same for the three (3) years, together with proof of payment thereof (to the extent same have been paid);

xi) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of Seller or any property manager controlled by Seller;

xii) An affidavit or affidavits of title in favor of the Title Insurer on the form used by such Title Insurer, in form reasonably acceptable to Seller to enable the Title Insurer to issue the Commitments described in Paragraph 5(b)(i). Buyer shall require affirmative endorsements against mechanic's liens, consistent with Seller's obligations under Paragraph 5(b)(iii), above.

xiii) A letter, from the New Jersey Department of Environmental Protection and Energy or its successor stating that the provisions of the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the regulations promulgated thereunder and any successor legislation and regulations are inapplicable to the New Jersey Properties (the "Non-Applicability Letter");

xiv) Subject to the provisions of Paragraph
11(d), below, Estoppel Letters, if any, received from Tenants;

xv) Updated rent rolls, which shall be certified by Seller to be correct and complete as of Closing Date; and

xvi) Proof as to the due authorization and execution by Seller of the documents executed and delivered by Seller.

(b) At the Closing, as a condition of Seller's obligation to close hereunder, Buyer shall deliver or cause to be delivered the following:

i) The balance of the Purchase Price;

ii) The Assignments, executed by Buyer; and

iii) The documents and instruments required pursuant to Exhibit "S" hereto.

7. Prorations And Closing Costs. All matters involving prorations or adjustments to be made in connection with the Closing and not specifically provided for in any other provision of this Agreement shall be adjusted as provided below. Except as otherwise set forth herein, all items to be prorated pursuant to this Paragraph shall be prorated as of the Closing Date, with Buyer to be treated as the owner of the Properties, for purposes of prorations of income and expenses, on and after the Closing Date.

(a) Real estate taxes and all other ad valorem taxes, if any, with respect to the Real Properties for the applicable fiscal or calendar year in which the Closing occurs shall be prorated on a per diem basis. If the amount of such taxes is not known on the Closing Date, taxes will be prorated on the basis of the most recently ascertainable tax bill. There shall be no proration of Seller's insurance premiums or assignment of Seller's insurance policies and Seller shall be entitled to cancel all of its existing policies as of the Closing Date. Buyer shall be obligated (at its own election) to obtain any replacement policies. The amounts of all telephone, electric, sewer, water and other utility bills, trash removal bills, janitorial and maintenance service bills relating to each of the Real Properties and allocable to the period prior to the Closing Date shall be determined and paid by Seller before Closing, if possible, or shall be paid promptly thereafter by Seller or adjusted between Buyer and Seller immediately after the same have been determined. Buyer and Seller shall to the extent necessary enter into an agreement to such effect at Closing. Seller shall attempt to have all utility meters read as of the Closing Date. Seller shall further attempt to obtain from the provider of same, all other service statements and bills of account adjusted as of the Closing Date. Seller shall be entitled to refunds of all deposits, if any, paid by Seller or Seller's predecessor-in-interest prior to Closing and held by entities providing such service, or, at Seller's option, Seller shall transfer all of Seller's right, title and interest in and to such deposits to Buyer at Closing and shall receive a full credit for the amount of such deposits. All Contracts and other obligations in connection with the Properties, to the extent the same are intended to be assumed hereunder, shall be prorated as of the Closing Date.

(b) Special assessments which have been filed as a lien against any of the Real Properties on or before the Closing Date and are not payable in installments shall be paid by Seller. Special assessments which have been filed as a lien against any of the Real Properties but which are payable in installments shall be adjusted based upon the installment payment for the fiscal or calendar year in which Closing takes place and the remaining unpaid assessments shall be assumed by Buyer. Special assessments which are or may be pending, but which have not become a lien on the Real Properties as of the Closing Date, and special assessments which are filed as a lien after the Closing Date, shall be assumed and paid by Buyer.

(c) Seller shall pay the cost of State and County transfer taxes or

stamps imposed in connection with the recordation of the Deeds for the New Jersey Real Properties and Buyer and Seller will share equally in the cost of state and county transfer taxes or stamps imposed in connection with the recordation of the Deed to the Geerdes Real Property. Buyer shall pay the expense of the title searches, title premiums and any other title insurance costs on the owner's title insurance policies and the cost of obtaining any surveys, if desired by Buyer. Buyer agrees to pay the expense of the legal fees of its own counsel. The cost of all of Buyer's Due Diligence Activities (as defined below) shall be borne solely by Buyer.

(d) Any base, minimum or similar rents under the Leases collected by Seller for a rental period or portion thereof from or after the Closing Date shall be credited to Buyer at Closing on a per diem basis. In addition, any security deposits held by Seller for any Lease, together with the interest due thereon, if any and if required under the terms of the Lease or as required by applicable law, shall either be credited or transferred to Buyer at Closing at Seller's option. Any base, minimum or similar rents collected by Buyer after Closing from a Tenant owing same at the time of Closing for a period or portion thereof prior to the Closing Date shall be applied in the following order: (A) first, on account of any amount then due Seller from such Tenant for the two-month period prior to Closing, as reflected on the rent roll delivered by Seller at Closing; (B) next, on account of any amount then due Buyer from such Tenant for the period from and after the Closing; and (C) next, to Seller, on account of any other pre-Closing arrearages, as reflected on the rent roll delivered by Seller at Closing and (D) any balance then remaining to Buyer. Any and all additional rents escalation or reimbursement payments for taxes, operating or other expenses and other charges received from Tenants or other occupants of any of the Real Properties whether or not due or payable on or before the Closing Date but which relate in whole or in part to a period or periods preceding the Closing Date shall be apportioned, if and when received, as of the Closing Date and Buyer, to the extent any such sums are received after the Closing Date, shall promptly pay to Seller its pro rata share of such payments. Seller retains the right to pursue its remedies against Tenants after Closing for any delinquent rents or other amounts owed to Seller (other than proceedings to evict Tenant or terminate its lease). Buyer shall not enter into any agreement pursuant to which any sums owed to Seller in respect of any Lease for periods prior to the Closing are reduced, modified or waived. Buyer's obligations to collect rent arrearages shall be limited to commercially reasonable efforts, and Buyer shall under no circumstance be required to commence litigation against any Tenant to collect the same.

(e) All leasing commissions due or to become due prior to the Closing Date for any Leases entered into before the date hereof and all amendments, renewals and modifications thereof entered into before the date hereof, shall be paid by Seller without contribution by, or reimbursement from, Buyer. At Closing, Buyer shall pay or reimburse Seller for any leasing commissions due or to become due prior to Closing for any Leases and for any amendments, modifications or renewals of any Leases entered into after the date hereof which are entered into in accordance with the provisions of Paragraph 15(e) hereof. Buyer

shall expressly assume and be solely obligated to pay all leasing commissions payable under all Leases entered into prior to the date hereof (including all amendments, renewals and modifications thereof) which are first due or payable on or after the Closing Date, regardless of the date on which such Leases (including all amendments, renewals and modifications thereof) were executed or any of the leasing commissions therefor earned, subject only to Buyer's right to approve any new Leases or amendments, discretionary renewals or modifications of any Leases which are not otherwise permitted pursuant to Paragraph 15(e), below. Seller shall be responsible for the costs of, and shall pay or perform prior to Closing (i) any tenant improvements and allowances for work performed or required to be performed (or paid, as applicable) prior to the Closing Date by or on behalf of Seller for all Leases (including all amendments, renewals and modifications thereof) entered into on or before the date of this Agreement for any of the Real Properties; and (ii) all base building work ("Base Building Work") which is to be performed at 4000 Midlantic Drive, Mount Laurel, New Jersey, as described in Exhibit "E" annexed hereto and made a part hereof. Buyer shall assume, pay or reimburse (as applicable) Seller on the Closing Date for
(i) the costs of any tenant improvements and allowances for work to first be performed after the Closing Date pursuant to Leases (including all amendments, renewals and modifications thereof) entered into prior to the date of this Agreement; and (ii) except for the Base Building Work referred to above, all costs of tenant improvements and allowances incurred by or on behalf of Seller in connection with any Leases (including all amendments, renewals and modifications thereof) entered into after the date of this Agreement for any of the Real Properties, provided the same were approved by Buyer or are otherwise permitted as set forth in Paragraph 15(e) hereof. The obligations of Buyer and Seller hereunder shall survive the Closing.

(f) Amounts paid or payable as fees or expenses under any of the Licenses assigned at Closing, shall be prorated as of the Closing Date but all amounts refundable under unassigned and unassignable Licenses shall belong to Seller.

(g) Seller shall be solely responsible for the payment of any "roll back taxes" assessed or imposed upon any of the Real Properties under the "Farmland Assessment Act of 1964," Chapter 58, Laws of 1964, N.J.S.A. 54:4 23-1 et seq., as amended, or the Pennsylvania Farmland and Forest Land Assessment Act of 1974, or Act 515, as amended, or otherwise, which relate to any period prior to the Closing Date, and Seller agrees to indemnify, defend and save Buyer harmless (including attorneys' fees) from and against any claim for such taxes. This Paragraph shall survive Closing.

(h) Miscellaneous income including, without limitation, telephone and vending machine income, if any, shall be prorated as of the Closing Date.

(i) The provisions of this Paragraph 7 shall survive Closing hereunder.

8. Possession Of Property.

(a) Seller shall deliver possession to the New Jersey Real Properties and the Geerdes Real Property to Buyer on the Closing Date, subject only to the Permitted Exceptions.

(b) Buyer shall assume, by execution of the Assignments, all of Seller's obligations in, to and under the Contracts, the Licenses and Leases. Notwithstanding the foregoing, Buyer shall not assume management, leasing or brokerage agreements provided, however, that Buyer shall remain liable for leasing commissions as set forth in Paragraph 7(e), above.

(c) Buyer acknowledges that certain maintenance requirements have been imposed by Mount Laurel Township in connection with some or all of the New Jersey Real Properties pursuant to the approvals and agreements attached hereto as Exhibit "N" (the "Maintenance Requirements"). Buyer shall, at its sole cost and expense and without contribution or reimbursement from Seller, comply with all such Maintenance Requirements required to be performed after the Closing Date. Buyer further acknowledges that Mount Laurel Township is presently the beneficiary of the maintenance bonds listed in Exhibit "I-1" attached hereto (the "Maintenance Bonds").

(d) Subject to subparagraph (i) below, on or before Closing, and as a condition precedent to Seller's obligation to consummate Closing hereunder, Buyer shall deliver to the Township substitute maintenance bonds and/or letters of credits (the "Substitute Maintenance Bonds") in form and substance satisfactory to the Township in order to obtain, on or before Closing, the consent of the Township to the release of the Maintenance Bonds. At Closing, Buyer shall also reimburse Seller for all out-of-pocket costs expended by Seller after the Closing Date in performing all or any of the Maintenance Requirements and/or for all sums drawn under the Maintenance Bonds by the Township.

(e) Subject to subparagraph (i) below, prior to or at Closing, and as a condition precedent to Seller's obligation to consummate the Closing hereunder, Buyer shall deliver to Seller an agreement from the Township providing for a complete release and termination (the "Releases") of all of Seller's obligations under all Maintenance Requirements. Buyer agrees promptly and timely to make all applications and submissions to the Township for approval of the Substitute Maintenance Bonds, and issuance of the Releases in order to obtain approval and issuance of same on or before the Closing Date. Seller shall join in all applications and submissions and otherwise cooperate with Buyer in seeking approval of the Substitute Maintenance Bonds and issuance of the Releases. In furtherance of the foregoing, Buyer shall use its diligent efforts, to have all such applications and other necessary documents

prepared and submitted in time to be placed on the next regularly scheduled meetings of the Township.

(f) At Closing, Buyer shall assume all obligations arising from and after the Closing Date with respect to the maintenance and development of the New Jersey Real Properties now existing or hereafter imposed by the Township, the Board of Freeholders, or any other governmental, quasi-governmental or utility authority having jurisdiction over the New Jersey Real Properties and shall indemnify, hold harmless and defend Seller from and against all damages, losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) suffered by Seller by reason of Buyer's failure to timely and properly comply with the provisions of any maintenance agreements or any of the Maintenance Requirements imposed in connection with the development of any of the New Jersey Real Properties. Seller shall indemnify, hold harmless and defend Buyer from and against all damages, losses, liabilities, claims, costs and expenses (including reasonable attorney's fees) suffered by Buyer by reason of or in connection with work previously performed by Seller in connection with the Maintenance Requirements.

(g) Notwithstanding anything to the contrary contained in this Paragraph 8, if, despite diligent efforts, Buyer and Seller have been unable to obtain the release of the Maintenance Bonds and the Releases on or prior to the Closing Date, then, Buyer shall deposit with Seller at Closing, letters of credit, cash escrows or other collateral acceptable to Seller, in Seller's reasonable discretion, in an amount equal to the Maintenance Bonds until such time as the Maintenance Bonds and the Releases have been obtained, in which event Buyer shall diligently pursue the release of the Maintenance Bonds and the Releases and indemnify, defend and hold harmless Seller from and against all damages, losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) suffered by Seller by reason of Buyer's failure to timely and properly complete the Maintenance Requirements arising after the Closing Date or comply with the provisions of any maintenance agreements arising after the Closing Date or any draw down or demand for payment upon the Maintenance Bonds.

(h) All of the provisions of this Paragraph 8 shall survive Closing.

9. Representations Of Seller And Buyer.

(a) Seller hereby represents and warrants, as follows, all of which shall be true and correct at and as of the date hereof:

(1) Seller is a limited partnership duly organized and validly existing under the laws of the State of Delaware, and is in good standing in such state.

(2) Seller has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by Seller pursuant hereto when delivered will constitute, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

(3) Except as set forth in Exhibit "O" attached hereto and made a part hereof, there is no litigation, proceeding or action pending or, to the best of Seller's knowledge, threatened against or relating to Seller or its Property which might materially and adversely affect Seller or its Property or which questions the validity of this Agreement or any action taken or to be taken by Seller pursuant hereto. Seller shall remain responsible to defend, and shall indemnify and hold Buyer harmless from and against all liability, cost and expense relating to the litigation identified in Paragraph 1 of Exhibit "O", which obligation shall survive the Closing.

(4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or be in conflict with or constitute a default under any term or provision of the Seller's partnership agreement or any other material agreement, instrument or lease to which Seller is a party, subject to any required consents or authorizations of, or notices to, third parties from whom such consents or authorizations will be obtained or to whom notices will be given prior to Closing.

(5) True, correct and complete copies of all of the following, together with any modifications or amendments thereof, but only if and to the extent the same are in Seller's possession or control, have been or will be delivered, or made available, to Buyer within five (5) days following the execution of this Agreement: (i) Leases and rent rolls; (ii) Contracts; (iii) leases of equipment, vehicles and other tangible personal property used by Seller in connection with the ownership and operation of the Properties (the "Personal Property Leases"); (iv) Licenses; (v) Maintenance Bonds; (vi) surveys; (vii) title reports; (viii) engineering reports; and (ix) environmental reports.

(6) To the best of Seller's knowledge, (i) all of the Leases, Contracts and Personal Property Leases, Licenses and Maintenance Bonds, are in full force and effect, (ii) there has been no action or failure to act by Seller or any other party to any Lease, Contract or Personal Property Lease which, with the giving of notice or the passage of time or both, would constitute a default in any material respect or otherwise entitle either party to damages or a right to terminate; and (iii) Seller has not received from any other party written notice with respect to the condition of the Properties or the use or repair of the

same or of any alleged default by Seller under any such Lease, or Personal Property Lease, License or Maintenance Bond. Each of the Contracts is terminable at will without penalty or cancellation fee upon no more than thirty (30) days prior written notice but, except as hereinafter expressly provided, unless otherwise directed by Buyer, the Contracts shall not be terminated by Seller as of Closing. Anything in this Agreement to the contrary notwithstanding, any and all existing management agreements and brokerage or leasing agreements shall be terminated as of Closing. Buyer shall assume all Contracts not terminated at Closing pursuant to the Assignment.

(7) Seller does not employ any persons at any of the Real Properties. Seller shall indemnify and hold Buyer harmless of, from and against any and all claims and liabilities arising out of the employment of any individuals by Seller and its affiliates, whether as employees or independent contractors. As of the Closing, there are and shall be no liens against the Real Properties arising under the Employee Retirement Income Security Act of 1974, as amended, nor any other compensation or employment related lien or liability that could become the responsibility of Buyer after the Closing. This Paragraph shall survive Closing.

(8) To Seller's actual knowledge, there are no public improvements in the nature of off-site improvements or otherwise, which have been ordered to be made and/or which have not heretofore been assessed and, to Seller's actual knowledge, there are no special or general assessments currently affecting or pending against the Real Properties or any portion thereof.

(9) Seller has not been served with written notice that it has been named as a party in any litigation, administrative proceeding or investigation naming Seller as a responsible party or potentially responsible party for any liability for clean-up costs, natural resource damages or other damages or liability for prior disposal or release of Hazardous Substances, Hazardous Wastes or other environmental pollutants or contaminants. For purposes of this Agreement, "Hazardous Substances" means those elements and compounds which are designated as such in Section 101(14) of the Comprehensive Response, Compensation and Liability Act (CERCLA), 42 U.S.C. Section 9601 (14), as amended, all petroleum products and by-products, and any other hazardous substances as that term may be further defined in any and all applicable federal, state and local laws (including, in New Jersey, the New Jersey Industrial Site Recovery Act (ISRA); and "Hazardous Wastes" means any hazardous waste, residential or household waste, solid waste, or other waste as defined in applicable federal, state and local laws. Seller has not received any summons, citation, directive, letter or other written communication, from any governmental or quasi-governmental authority concerning any intentional or unintentional action or omission on Seller's part which either (a) resulted in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances or Hazardous Wastes, or (b) related

in any way to the generation, storage, transport, treatment or disposal of Hazardous Substances or Hazardous Wastes.

(10) True and correct copies of the income and expense statements for the Properties, and a current rent roll certified by Seller, will be delivered to Buyer upon execution of this Agreement.

(11) Seller has received no written notice of any violation of any of the licenses, permits, consents, authorizations, approvals, and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by the Seller and related to the ownership or operation of the Properties (collectively, the "Permits"), and there is no pending or, to the actual knowledge or Seller, threatened proceeding which could result in the revocation or cancellation of, or inability of Seller to renew, any Permit.

(12) To the best of Seller's knowledge, except as set forth in Exhibit "P" attached hereto and made a part hereof, all management fees are fully paid, there are no brokerage commissions owing by Seller with respect to any of the Leases or otherwise related to the Properties which have not been paid, and there are no ongoing commission or leasing fee obligations.

(13) Seller has received no written notice from any insurance company which has issued a policy with respect to the Properties or by any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations or other work, and Seller will promptly notify Buyer of any such notice or requirement if such notice is received prior to the Closing.

(14) Seller is not a "foreign person" and will deliver to Buyer, at the Closing, a statement certifying that it is not a "foreign person" within the meaning of the Internal Revenue Code of 1986, as amended.

(15) Seller has not received written notice from any governmental agency or authority of outstanding material violations issued by governmental authorities having jurisdiction over the Real Properties.

(16) Except as may be set forth in a Lease, there are no options, rights of first refusal or conditional sales agreements regarding the purchase and sale of the Real Properties.

It is agreed and understood that Buyer intends to perform its own due diligence, investigation and analysis in connection with the transaction contemplated by this Agreement.

If and to the extent that Buyer determines prior to the Due Diligence Termination Date that any or all of the representations and warranties made in this Agreement by Seller shall be untrue as a result of such due diligence, investigation or analysis, Buyer shall not be entitled to rely on such representation(s) and warranty(ies) contained in this Agreement and the same shall be deemed to have been deleted from this Agreement as to such matters. Accordingly, in the event that the Buyer has now or hereafter acquires prior to the Due Diligence Termination Date actual knowledge that one or more of the representations and warranties of Seller are not true, no such fact or circumstance known to Buyer shall be made the basis of a claim by the Buyer of a breach of representation or warranty by Seller.

Notwithstanding anything to the contrary contained in this Agreement, in the event any representation, agreement or undertaking made by Seller in this Agreement shall prove to be false and the cost or expense incurred or likely to be incurred by Buyer as a result thereof shall not exceed $250,000 in the aggregate, such misrepresentation, agreement or undertaking shall be deemed "immaterial" and shall not give rise to any right of Buyer to terminate or refuse to close title under this Agreement or give rise to any right of action for money damages or specific performance and Buyer hereby waives all its rights, claims and remedies relating thereto. Buyer's sole remedy in the event any representation, agreement or undertaking of Seller which is discovered by Buyer at or prior to the Closing herein shall prove to be false and the cost or expense incurred or likely to be incurred by Buyer as a result thereof exceeds $250,000 shall be to terminate this Agreement by written notice given at or prior to Closing, which notice shall specify in detail the nature of the misrepresentation and identify in detail the costs incurred or likely to be incurred by Buyer, and thereupon Buyer shall receive a refund of the Deposit, and Seller shall reimburse Buyer for Buyer's Reasonable Costs and Due Diligence Costs. To the extent Buyer has knowledge that any representation, agreement or undertaking is false at or prior to the Closing, and does not or is not permitted to terminate this Agreement, Buyer hereby waives all of its rights, claims and remedies relating thereto.

As to any representation or warranty made in this Agreement which is qualified as being to the best knowledge of Buyer or Seller, it is agreed and understood that such party shall be under no obligation to conduct any independent investigation or inquiry regarding the matters covered by such representation and warranty. Buyer or Seller will be deemed to have knowledge of a particular matter only if the facts and circumstances thereof are actually known to such party making such representation or warranty.

(b) Buyer hereby represents and warrants as follows, all of which shall be true and correct at, and as of, the date hereof:

(17) Buyer is a real estate investment trust duly formed and validly existing under the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland.

(18) Subject to Paragraph 9(b)5, below, Buyer has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by Buyer pursuant hereto when delivered will constitute, the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.

(19) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate any provision of any organizational document of Buyer, or (b) constitute a violation of or be in conflict with or constitute a default under any term or provision of any material agreement, instrument or lease to which Buyer is a party.

(20) There is no litigation, proceeding or action pending, or, to the best of Buyer's knowledge, threatened against or relating to Buyer which might materially and adversely affect the ability of Buyer to consummate the transactions contemplated hereby or which questions the validity of this Agreement or any action taken or to be taken by Buyer pursuant hereto.

(21) The execution and delivery of this Agreement shall have been approved by the trustees of Buyer on or prior to the Due Diligence Termination Date and no further action shall thereupon be required on the part of Buyer to consummate the transaction contemplated hereby. The signatories for Buyer are authorized and empowered to bind Buyer to this Agreement and all transactions contemplated herein.

(22) Except as otherwise set forth in Paragraph 9(b)5, above, no consent, approval or authorization of, or declaration, filing or registration with, any governmental agency is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereunder by the Buyer or the Partnership.

(23) Buyer has sufficient funds available to consummate the transaction contemplated by this Agreement, without the necessity of third-party financing other than other than Buyer's existing revolving credit facility administered by Nationsbank,

N.A. Buyer acknowledges that its obligations hereunder are not conditioned upon any third party financing or capital infusion by another party.

(24) The information contained in Buyer's Form 10-K for the year ended December 31, 1996, was prepared in all material respects in accordance with and complied in all material respects with the requirements of the rules of the Securities and Exchange Commission, and did not at the time that it was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

All of the representations and warranties set forth in this
Section 9 shall be deemed renewed by Seller and Buyer on the Closing Date and shall, as a condition to each party's obligation to close hereunder, be recertified by each party as being true and correct in all material respects as of the Closing Date as if made at such time (it being understood that specific, numbered representations and warranties that speak of a specified date shall only continue to speak as of the date so specified), but shall not survive the Closing.

10. Access To The Property.

(a) Buyer and/or its agents and representatives, during normal business hours and after reasonable advance notice to Seller, may enter upon any of the Real Properties from time to time prior to the Closing Date, accompanied by an agent of Seller, for purposes of conducting such inspections, investigations and/or studies as Buyer deems necessary, including, without limitation, financial reviews, physical inspections, lease reviews and environmental reviews and testing, which activities may include test borings and soil samplings ("Buyer's Due Diligence Activities"). Buyer's access to the Real Properties shall be subject to the rights of the Tenants of any of the Real Properties, who shall not be unreasonably disturbed during any such inspection by Buyer. Buyer shall not engage in any activity in or about the Real Properties which directly or indirectly violates the terms of any governmental or quasi-governmental statute, rule, regulation, order or practice. Buyer shall not make any physical changes to any of the Real Properties, except for test borings and soil samplings which shall be performed only by licensed engineers reasonably acceptable to Seller and only after three (3) business days' prior notice to Seller. Buyer may contact any governmental or quasi-governmental authorities concerning the Property without the prior written approval of Seller. Seller shall have the opportunity to observe any and all action taken by Buyer or its representatives, consultants, agents, etc. pursuant to this paragraph 10. All information set forth in any document which Seller has granted to Buyer the express right to review, if any, shall be held in strict confidence until Closing and thereafter in the event Closing does not occur. If Buyer violates its obligations under this Paragraph 10(a) or in the event of any physical damage to any of the Real Properties or any Personal Property resulting, directly or indirectly, from the exercise by Buyer of its rights under this Paragraph 10(a), Buyer hereby agrees to restore the Real Properties and Personal Property to their respective conditions prior to incurring such damage. Buyer hereby agrees to indemnify, defend and hold harmless Seller from and against all physical damage to any of the Real Properties and Personal Property, personal injury and/or any other claims or liability which may occur as a result of Buyer's (or Buyer's agents, employees, invitees or licensees) entry or activities upon any of the Real Properties. The provisions of this Paragraph 10(a) shall survive Closing or other termination of this Agreement.

(b) Buyer, or any of Buyer's consultants performing physical tests on the Real Properties shall maintain public liability insurance policies (naming Seller as an additional named insured with respect to any liability occurring on the Real Properties), with combined single limit coverage of at least $1,000,000, insuring against claims arising as a result of the inspections of Buyer, its agents, employees or such contractors at any of the Real Properties. A certificate of insurance evidencing the foregoing coverage shall be delivered to Seller prior to Buyer's or any of Buyer's consultants' entry on to any of the Real Properties.

(c) In the event Closing does not occur or this Agreement is terminated, Buyer shall promptly return to Seller any documents obtained from Seller or

Seller's agents and deliver, to Seller without charge, copies of all written test results, studies, reports and similar materials obtained by or on behalf of Buyer relating to any of the Real Properties.

11 Due Diligence Period; Additional Provisions.

(a) During the period commencing on the Effective Date and ending at 5:00 p.m. E.S.T. on the Due Diligence Termination Date, Buyer may, subject to the provisions set forth in Paragraph 10 above, review all plans and specifications, condition of title, agreements relating to and the availability of utilities, environmental conditions, the physical condition of the existing improvements, compliance by each of the Real Properties with zoning, licensing and all other governmental requirements, Leases for any of the Real Properties, operating statements pertaining to each of the Real Properties and all other aspects and conditions of each of the Real Properties which Buyer may decide to review (collectively, "Buyer's Due Diligence Activities"), all as Buyer shall deem appropriate). In connection with Buyer's Due Diligence Activities, Seller has delivered or will deliver to Buyer various documents, reports and materials (collectively, the "Seller Due Diligence Materials").
BUYER UNDERSTANDS AND HEREBY ACKNOWLEDGES AND AGREES THAT THE SELLER DUE DILIGENCE MATERIALS ARE BEING DELIVERED TO BUYER WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER BY SELLER OR BY THE PREPARER OF SUCH SELLER DUE DILIGENCE MATERIALS, WITH THE SOLE EXCEPTION OF ANY REPRESENTATION OR WARRANTY AS TO THE CORRECTNESS, ACCURACY OR COMPLETENESS THEREOF WHICH IS EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b) If, as a result of Buyer's Due Diligence Activities or otherwise, Buyer shall conclude, for any reason or for no reason, that it does not wish to proceed with the transaction contemplated by this Agreement, it may terminate this Agreement by written notice delivered to and received by Seller on or before 5:00 P.M. E.S.T. on the Due Diligence Termination Date (as to which date time shall be of the essence), with a simultaneous copy thereof to the Escrow Agent. In the event of such timely termination of this Agreement by the Buyer, the Escrow Agent shall make the delivery of funds contemplated under Paragraph 1 of the Escrow Terms, and this Agreement shall thereupon be null and void and of no further force or effect, except as to those matters which expressly survive such termination.

(c) Seller agrees to use all reasonable and diligent efforts to obtain, prior to the Closing, with respect to the New Jersey Properties, (the Non-Applicability Letter) from the New Jersey Department of Environmental Protection and Energy or its successor. In furtherance of the foregoing, Seller shall apply for the Non-Applicability Letter promptly after the Effective Date, and shall pursue the same diligently and in good faith.

(d) Buyer agrees to prepare and forward to Seller, at Buyer's sole cost and expense, certificates (the "Estoppel Certificates") for execution by the Tenants which shall at Buyer's election, either (i) be in such form or contain such information as the Tenant from whom request is made is obligated under its Lease to execute and deliver for execution by the Tenants (the "Required Form"), or (ii) in the form annexed hereto as Exhibit "Q". Seller agrees to deliver the Estoppel Certificates to the Tenants promptly after Buyer's written election as to the form to be used (which election shall be made not later than five (5) days after the date hereof), and to use all reasonable and diligent efforts to obtain executed copies of same from such Tenants prior to the Closing. It shall be a condition to Buyer's obligations hereunder that, at or prior to Closing, Estoppel Certificates shall have been obtained from the Tenants identified on Exhibit "T" annexed hereto and made a part hereof (the "Identified Tenants"), BUT ONLY IF THE INITIAL REQUEST MADE OF SUCH TENANT WAS FOR AN ESTOPPEL CERTIFICATE IN THE REQUIRED FORM, provided, however, that at Seller's option, if an estoppel in the Required Form is not obtained from an Identified Tenant, Seller may, in lieu thereof, deliver its certificate containing the information set forth on the Required Form, which certificate shall serve as Seller's representation as to the facts stated therein, which representation shall survive for a period of six (6) months following the Closing. In no event shall Buyer's obligations under this Agreement be conditioned, in whole or in part, upon the delivery of Estoppel Certificates from any Tenant in other than the Required Form.

12. Condemnation. Seller covenants and warrants that Seller has not received any written notice of any condemnation proceeding or other proceeding in the nature of eminent domain in connection with the Real Properties, and has no actual knowledge of any threatened condemnation. As used herein, a "material taking" shall mean a taking of either an entire Real Property, more than twenty percent (20%) of a Building or more than 10% of the parking area of a Real Property. If, prior to the Closing, any such proceeding affecting a material portion of any of the Real Properties is commenced, Seller agrees promptly to notify Buyer thereof. In the event of a material taking of one or more Real Properties or commencement of proceedings in connection with such a taking, Buyer may, at its sole option exercised by delivery of written notice thereof within ten (10) days after receipt of such written notice thereof, (x) proceed to Closing as provided in this Paragraph 12 without an abatement of the Purchase Price and at Closing Seller shall assign to Buyer, without recourse, all condemnation proceeds paid or payable with respect thereto; or (y) terminate this Agreement with respect to each of the Real Properties as to which a material taking has occurred, whereupon this Agreement shall terminate with respect to such Real Property and this Agreement shall continue in full force and effect with respect to all of the remaining Real Properties, and at Closing, Buyer shall pay to Seller the aggregate of the Allocated Prices for the remaining Real Properties. Provided Buyer shall have waived its right to terminate this Agreement with respect to the Real Property so taken, as provided above, Seller shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a condemnation without Buyer's prior approval, which shall not be unreasonably withheld or delayed.

13. Damage By Fire Or Other Casualty.

(a) Seller shall promptly notify Buyer of damage to the Improvements occurring by reason of casualty during the period between the Effective Date and the Closing Date. Seller shall timely notify any insurance companies with respect to any damage and shall promptly submit claims for such damage. Provided Buyer shall have waived its right to terminate this Agreement with respect to the Real Property so damaged, as provided below, Seller shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a casualty without Buyer's prior approval, which shall not be unreasonably withheld or delayed.

(b) If (i) any portion of the Improvements is damaged by fire or casualty after the Execution Date and the Improvements so damaged are not repaired or restored on or before Closing to substantially the condition existing prior to the damage, and (ii) at the time of Closing, the estimated cost of repairs by reason of such fire or casualty to the Improvements, as determined by an independent adjuster is, with respect to any of the Real Properties so damaged, an amount equal to or less than ten percent (10%) of the Allocated Price for such Real Property, there shall be no abatement or adjustment in the Purchase Price

and, provided the loss or damage is a covered loss under Seller's insurance policy, Buyer shall be required to purchase all of the Real Properties in accordance with the terms of this Agreement and, at Closing, Seller shall assign to Buyer, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by Seller for emergency repairs or barricades) and Seller shall credit Buyer at Closing with the amount of any applicable deductible. Seller shall have no liability or obligation with respect to the condition of any of the Real Properties as a result of any such fire or casualty. If the repair to, or the restoration of, the Improvements so damaged has not been completed as aforesaid and, at the time of Closing, the estimated cost of such repair or restoration, as determined by such independent adjuster, for any of the Real Properties is an amount which is greater than ten percent (10%) of the Allocated Price for the applicable Real Property, Buyer may, at its sole option, (x) proceed to Closing as provided in this Paragraph 13(b) without an abatement of the Purchase Price and at Closing Seller shall assign to Buyer, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by Seller for emergency repairs or barricades) and Seller shall credit Buyer at Closing with the amount of any applicable deductible; or (y) terminate this Agreement with respect to each of the Real Properties which have suffered damage to the Improvements by fire or other casualty in an amount which exceeds ten percent (10%) of the Allocated Price for such Real Property(s) whereupon this Agreement shall terminate with respect to such damaged Real Property(s) and this Agreement shall continue in full force and effect with respect to all of the remaining Real Properties, and at Closing, Buyer shall pay to Seller the aggregate of the Allocated Prices for the remaining Real Properties. Buyer shall assign all of its right, title and interest in and to any and all insurance policies and insurance proceeds relating to such of the Real Properties for which this Agreement has been terminated.

14. Default.

(a) If Buyer shall default in its obligations to pay the Purchase Price and complete Closing in accordance with the terms of this Agreement, then, as Seller's sole and exclusive remedy therefor, Seller shall be entitled to retain the Deposit as liquidated and agreed upon damages for the losses and injuries which Seller shall have sustained and suffered as a result of Buyer's default, and thereupon this Agreement and Buyer's obligations hereunder shall be terminated except as expressly provided in this Agreement. It is agreed that the provisions of this Paragraph 14(a) for liquidated and agreed upon damages are a bona fide provision for such and are not a penalty, the parties understanding that by reason of the withdrawal of the Real Properties from sale to the general public at a time when other parties would be interested in purchasing such Real Properties, that Seller shall have sustained damages which will be substantial, but will not be capable of determination with mathematical precision. Therefore, this provision for liquidated and agreed upon damages has been incorporated as part of this Agreement as a provision beneficial to both parties.

(b) If Seller shall default in its obligation to deliver any of the Deeds or other items described in Paragraph 5 hereof, upon Buyer's (i) tender of the full Purchase Price and (ii) compliance with all of the material terms and conditions of this Agreement, Buyer shall have the sole option of terminating this Agreement and receiving the return of the Deposit, together with payment by Seller of (A) Buyer's Reasonable Costs, and (B) Buyer's actual, documented out-of-pocket costs and expenses incurred in connection with its Due Diligence Activity, not to exceed Seventy-Five Thousand Dollars ($75,000) ("Due Diligence Costs") or (Y) to seek specific performance of Seller's obligation to convey the Real Properties in accordance with this Agreement. If Purchaser elects to terminate this Agreement, upon payment of the sums described above, Seller shall be released and relieved of any further liability and this Agreement shall thereupon be null and void. Except as expressly set forth above, Buyer hereby waives any right which Buyer may have to any lis pendens or other lien or encumbrance against any of the Real Properties, equitable relief, consequential or punitive damages, loss of profits, costs related to in-house or other overhead allocations, and damages. The remedies set forth herein shall be Buyer's sole remedies pursuant to this Agreement, or otherwise at law or in equity shall become null and void if Closing occurs (except as to obligations hereunder which by their terms expressly survive Closing), and shall not apply to a defect in title, the remedies for which are set forth in Paragraph 5(b) hereof, or to any inability on the part of Seller to perform its obligations under this Agreement.

15. Operations Prior To Closing.

(a) Seller agrees to operate each of the Real Properties between the Execution Date and the Closing Date in the same general manner as Seller has operated each of the Real Properties during the immediately preceding six (6) month period, paying all costs and expenses as they come due, and in any event prior to Closing, and maintaining all insurance coverage currently in force.

(b) Seller shall comply with all of the material obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Real Properties by which Seller is bound or to which the Real Properties, or any of them, are subject, and which will be binding upon Buyer or a lien upon such Real Property, after the Closing.

(c) Seller shall notify Buyer promptly of Seller's receipt of any notice from any party alleging that Seller is in default of its obligations under any of the Leases or any Permit or material agreement affecting the Real Properties, or any portion or portions thereof.

(d) No contract for or on behalf of or affecting the Real Properties shall be negotiated or entered into which cannot be terminated by Seller upon the Closing without the payment of a specific charge, cost, penalty or premium for such termination.

(e) Except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, Seller shall not enter into any new leases for any portion of the Real Properties, other than leases or amendments of existing Leases which comply with the leasing parameters set forth in Exhibit "R" annexed hereto and made a part hereof, as to which Buyer shall be given prior written notice, but as to which Buyer's consent shall not be required. Any new lease shall be on Seller's customary form (which may vary to reflect customary negotiated revisions thereto), or such other form which is reasonably acceptable to Buyer. Further, except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, or as set forth above, Seller shall not amend, extend (except where required under the terms of the Lease in question), terminate (except by reason of a tenant's default), accept surrender of, or permit any assignments or subleases of, any of the Leases (except as may be required under such Lease), nor accept any rental more than one (1) month in advance (exclusive of any security deposit).

(f) Seller shall not make or permit to be made any capital improvements or additions to the Real Properties, or any portion thereof, without the prior written consent of Purchaser, except those made by Seller pursuant to the express requirements of this Agreement, those made by tenants pursuant to the right to do so under their Leases, or by Seller if required by applicable law or ordinance, or as required under any Lease.

(g) Seller shall timely bill all tenants for all rent billable under Leases, and use commercially reasonable efforts to collect any rent in arrears.

(h) Seller shall notify Buyer of any tax assessment disputes (pending or threatened) prior to Closing, and from and after the Due Diligence Expiration Date, Seller not agree to any changes in the real estate tax assessment, nor settle, withdraw or otherwise compromise any pending claims with respect to tax assessments relating to the current or any subsequent year, without Buyer's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. If any proceedings shall result in any reduction of assessment and/or tax for the tax year in which the Closing occurs, it is agreed that the amount of tax savings or refund for such tax year, less the reasonable fees and disbursements in connection with such proceedings, shall be apportioned between the parties as of the date real estate taxes are apportioned under this Agreement. All refunds relating to any tax year prior to the Closing shall be the sole property of Seller, and all refunds relating to any year subsequent to the year in which Closing occurs shall be the sole property of Buyer. Each party agrees to promptly remit to the other any refund received by it which is the property of the other.

(i) Seller shall notify Buyer promptly of the occurrence of any of the following:

i) Receipt of notice from any governmental or quasi-governmental agency or authority or insurance underwriter relating to the condition, use or occupancy of the Real Properties, or any portion thereof;

ii) Receipt of any notice of default from any tenant or from the holder of any lien or security interest in or encumbering the Real Properties, or any portion thereof;

iii) Notice of any actual or threatened litigation against Seller or affecting or relating to the Real Properties, or any portion thereof which may materially and adversely affect the Real Properties or Seller's ability to consummate the transactions contemplated by this Agreement; and

iv) Vacancy of any demised premises by a tenant, other than in accordance with a scheduled lease termination.

16. Property Conveyed "AS-IS, WHERE IS". IT IS UNDERSTOOD AND
AGREED THAT, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ECONOMICAL, FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF ALL OF THE PROPERTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE ECONOMICAL, FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTIES INCLUDING, WITHOUT LIMITATION: (i) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF ANY OF THE PROPERTIES, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE PROPERTIES AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE PROPERTIES. BUYER AGREES THAT WITH RESPECT TO EACH OF THE PROPERTIES, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY AGENT OF SELLER NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS, AND THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT, SUBJECT, HOWEVER, TO THE LIMITATIONS CONTAINED HEREIN UPON SUCH REPRESENTATIONS AND WARRANTIES, AND THAT SELLER HAS OR SHALL HAVE AFFORDED BUYER WITH A FULL AND COMPLETE OPPORTUNITY TO MAKE ITS OWN INDEPENDENT INVESTIGATION OF EACH OF THE PROPERTIES AND ALL MATTERS PERTAINING THERETO INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT EACH OF THE PROPERTIES "AS IS, WHERE IS," WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS (EXCEPT AS HEREIN SPECIFICALLY PROVIDED), COLLATERAL TO OR AFFECTING ANY OF THE PROPERTIES BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. BUYER EXPRESSLY AGREES THAT THE TERMS AND

CONDITIONS OF THIS PARAGRAPH 16 SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN AND SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO ANY OF THE PROPERTIES FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO IN THIS AGREEMENT.

17. Brokers.

(a) Seller and Buyer each represent to the other that except for CB Commercial Real Estate Group, Inc., who represents Seller and is Seller's real estate broker, and whose commission shall be paid by Seller, neither Seller nor Buyer has dealt with any real estate broker, dealer or salesman in connection with the subject transaction.

(b) Seller and Buyer shall and hereby each agree to indemnify, defend, and hold harmless the other from and against any loss, damage, or claim resulting from a breach of the representations of Seller and Buyer set forth in Paragraph 17(a) hereof.

(c) The provisions of this Paragraph 17 shall survive Closing hereunder, or any other termination of this Agreement.

(d) The Commonwealth of Pennsylvania has established a Real Estate Recovery Fund, the purpose of which is to compensate persons who obtain a final civil judgment against a Pennsylvania real estate licensee owing to fraud, misrepresentation or deceit in a real estate transaction and who has been unable to collect the judgment after exhausting all legal and equitable remedies. For complete details, call: (717) 783-3658.

18. 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, or (ii) by certified mail, return receipt requested, or (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 (or at such other address of which Seller or Buyer shall have given notice as herein provided):

If Intended For Seller:        EDB Property Partners, L.P. I
                               c/o Emmes & Company LLC
                               420 Lexington Avenue
                               New York, New York   10170
                               Attention:  Mr. Andrew Davidoff
                               Telecopier Number:  (212) 293-8801

With A Copy To:                Howard R. Shapiro, Esq.
                               Baer Marks & Upham LLP
                               805 Third Avenue
                               New York, New York  10022
                               Telecopier Number:  (212) 702-5941


If Intended For Buyer:         Brandywine Realty Trust
                               16 Campus Boulevard
                               Suite 150
                               Newtown Square, Pennsylvania  19073
                               Attention:  Mr. Gerard H. Sweeney
                               Telecopier Number:  (610) 325-5622


With A Copy To:                Eric L. Stern, Esq.
                               Pepper Hamilton & Scheetz LLP
                               3000 Two Logan Square
                               18th and Arch Streets
                               Philadelphia, Pennsylvania   19103
                               Telecopier Number:  (215) 981-4750

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.

19. Successors And Assigns. Buyer may not assign this Agreement or any rights herein or any portion hereof without the prior written consent of Seller, which may be withheld for any reason or for no reason, except that no such consent shall be required to an assignment of this Agreement by Buyer to the Partnership. This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective permitted successors and assigns, to the same extent as if specified at length throughout this Agreement.

20. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same Agreement.

21. Time Of The Essence. Time is of the essence of each and every provision in this Agreement. If any time period or date ends on a day or time which is a weekend, legal holiday or bank holiday, such period shall be extended to the same time on the next business day.

22. Judicial Interpretation. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation of this Agreement.

23. Captions And Recitals. The captions contained herein are not a part of this Agreement and are included solely for the convenience of the parties.

24. Entire Agreement. This Agreement contains the entire agreement between the parties relating to the acquisition of the Property, all prior negotiations between the parties are merged by this Agreement and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, between them other than as herein set forth. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement, or any other agreement referred to herein, shall be valid unless in writing and signed by the party against whom it is sought to be enforced.

25. Governing Law; Venue.

(a) This Agreement and the rights and duties of the parties hereto and the validity, construction, enforcement and interpretation of this Agreement shall be governed by the laws of the State of New Jersey, except that the laws of the Commonwealth of Pennsylvania shall govern with respect to title issues concerning the Geerdes Real Property.

(b) With regard to any litigation arising out of or involving this Agreement, each party hereto: (i) irrevocably submits to the jurisdiction of the state and federal courts of the State of New Jersey and agrees and consents to service of process being made upon it in any legal proceeding arising out of or in connection herewith by service of process provided by the law of the State of New Jersey; (ii) irrevocably waives, to the fullest extent permitted by law, any objection which it now or hereafter may have to the laying of venue of any litigation arising out of or in connection with this Agreement brought in the State Courts of New Jersey or the United States District Court for the District of New Jersey; (iii) irrevocably waives any claims that any litigation brought in any such court has been brought in an inconvenient forum; and (iv) irrevocably agrees that any legal proceeding against any party hereto arising out of or in connection with this Agreement shall be brought in either the State Courts of New Jersey or the United States District Court for the District of New Jersey, except insofar as the laws of New Jersey lack jurisdiction in connection with an action relating to the Geerdes Property.

26. Confidentiality. Each of the parties to this Agreement covenants that it shall not communicate the terms or any aspect of this transaction prior to the Closing with any person or entity other than the other parties to this Agreement, except for Seller's agents, consultants, counsel and representatives of Buyer for Buyer's Due Diligence Activities and financing purposes, unless Buyer is advised by its counsel that applicable securities laws and regulations require. In addition, Buyer covenants that if it undertakes any investigation of the Properties, it shall conduct such investigation of the Properties as described herein and with the degree of confidentiality as Buyer would apply with respect to its own proprietary information. Notwithstanding the foregoing, at any time after expiration of the Due Diligence Period, Buyer may issue one or more press releases (which shall not disclose financial terms), if necessary or appropriate to comply with applicable securities laws and regulations.

27. Limitation Of Liability.

(a) Each of the entities which comprise the Seller is a limited partnership. In no event shall any individual partner of Seller or any partner, officer, director, shareholder or employee of any corporate or partnership partner of Seller be liable for any liabilities or obligations under this Agreement or otherwise.

(b) No recourse shall be had for any obligation of Brandywine Realty Trust under this Agreement or under any document executed in connection herewith or pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of Brandywine Realty Trust, whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Seller and all parties claiming by, through or under Seller.

28. Like-Kind Exchange. Seller shall have the right, but not the obligation, prior to the Closing and without notice to or the consent of Buyer, to effect the liquidation of any or all of the limited partnerships comprising Seller and, in connection therewith, to transfer title to any or all of the Properties to the partners of each Seller as tenants-in-common (the "TIC Sellers"). In the event of such liquidation and transfer, the TIC Sellers shall expressly assume by written instrument the obligations of the Seller hereunder to convey the Properties to Buyer; provided, however, that the Seller shall remain a party to this Agreement for the purposes of the representations and warranties made by Seller hereunder (which representations and warranties shall not be made by the TIC Sellers, except as to those matters which are specific to the status of the TIC Sellers and their authority to conclude the transaction). In addition, Seller or, if the liquidation and transfer is effected, the TIC Sellers shall have the right, at their sole option, to transfer, assign and convey their interest in and to the Properties as part of a tax-free exchange for other real property of like kind pursuant to Section 1031 of the Internal Revenue Code of 1986. Buyer agrees to cooperate fully with Seller and the TIC Sellers to accomplish such an exchange provided that Buyer shall incur no costs (other than its own counsel fees in connection therewith) or be subject to any liability as a result thereof. [In the event Seller or the TIC Sellers elect to proceed with such exchange, Seller may assign its rights hereunder, but not its obligations, to a Qualified Intermediary as provided in IRC Reg. 1.1031(k)-1
(g)(4) on or before the Closing.

29. SEC Reporting (8-K) Requirements. For the period of time commencing on the date hereof and continuing through the first anniversary of the Closing Date, Seller shall, from time to time, upon reasonable advance written notice from Buyer, provide Buyer and its representatives, with access to all financial and other information then in Seller's possession pertaining to the period of Seller's ownership and operation of the Real Properties, which information is relevant and reasonably necessary, in the opinion of Buyer's outside, third party accountants (the "Accountants"), to enable Buyer and its Accountants to prepare financial statements in compliance with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the Securities and Exchange Commission (the "Commission"), as applicable; (b) any other rule issued by the Commission and applicable to Buyer; and (c) any registration statement, report or disclosure statement filed with the Commission by, or on behalf of Buyer. Seller shall deliver to Buyer's accountants a representation letter (the "Letter"), in the form annexed hereto as Exhibit "U", provided that Buyer (and any assignee or designee acquiring title to the Real Properties) shall indemnify and hold Seller harmless from and against any claim, damage, loss or liability including, without limitation, legal fees incurred by Seller in investigating, defending against or settling any such matter and the amount of any such settlement to which Seller is at any time subjected, bonafide or not, by any person who is not a party to this Agreement as a result of its delivery of the information described in this Paragraph, or delivery of the Letter. The Buyer acknowledges that the Seller is not making any representation or warranty regarding such information as is delivered in accordance with the terms of this Paragraph except to the extent set forth in the Letter or otherwise expressly set forth in this Agreement.

30. Partial Invalidity. If any term, covenant or condition of this Agreement, or the application thereof, to any person or circumstance shall be invalid or unenforceable at any time or to any extent, then the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each term, covenant and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

31. No Recordation. Buyer shall not be entitled to record this Agreement or a memorandum or other notice of this Agreement in any public office. This Paragraph shall be deemed to be a specific directive to the officials of such public office NOT to accept this Agreement or a memorandum or other notice of this Agreement for recordation in any form whatsoever. Any violation of the provisions of this Paragraph 31 shall constitute an immediate default by Buyer under this Agreement.

32. Tender. With respect to the Geerdes Real Property, formal tender of an executed deed and purchase money is hereby waived by Buyer.

33. Further Assurances. After the Closing, at Buyer's sole cost and expense, Seller shall execute, acknowledge and deliver, for no further consideration, all assignments, transfers, deeds and other documents as Buyer may reasonably request to vest in Buyer and perfect Buyer's right, title and interest in and to the Property.

34. Jury Trial Waiver. BUYER AND SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

35. No Offer. THE DELIVERY OF THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER AND THIS AGREEMENT SHALL NOT BE BINDING AND SHALL HAVE NO FORCE AND EFFECT UNLESS AND UNTIL A FULLY EXECUTED COUNTERPART HEREOF HAS BEEN DELIVERED TO EACH OF THE PARTIES. IT IS EXPRESSLY UNDERSTOOD THAT SELLER HAS NO OBLIGATION TO EXECUTE THIS AGREEMENT.

36. Delivery of Documents. Promptly upon execution hereof by the parties hereto, Seller shall deliver to Buyer one copy of this Agreement, complete with all Exhibits or Schedules prepared or delivered by Seller, and a copy of this Agreement (and said Exhibits and Schedules, if available) on disk, compatible with WordPerfect 5.1.

37. Counterparts. This Agreement may be executed in one or more counterparts, each of which, for all purposes, shall be deemed an original and all of which, when taken together, shall constitute one and the same Agreement.

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have duly executed this Agreement as of the day and year first above stated.

SELLER:

EDB PROPERTY PARTNERS, L.P. I,
a Delaware limited partnership

By: Emmes Laurel Property Corp.,
a Delaware corporation,
a general partner

By: /s/ Andrew Davidoff
    ------------------------------
      Name:    Andrew Davidoff
      Title:   Vice President

BUYER:

BRANDYWINE REALTY TRUST, a
Maryland Real Estate Investment Trust

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

The Undersigned Hereby Acknowledges
Receipt Of The Deposit And Agrees To
Hold And Apply The Same In Accordance
With The Provisions Of The Escrow Terms

Baer Marks & Upham LLP

By: /s/ Howard R. Shapiro, Esquire
    ----------------------------------
    Partner

EXHIBIT C

Additional Exceptions To Title

"Geerdes Land"

38. Grant of right-of-way to Philadelphia Suburban Water Company as in Deed Book 4794 page 669.

39. Rights granted to Philadelphia Suburban Water Company as in Deed Book 4766 page 1698, Deed Book 4766 page 1183 and Deed Book 3476 page 77.

40. Rights granted to Philadelphia Electric Company as in Deed Book 3230 page 324, Deed Book 3481 page 121 and Deed Book 4839 page 2336.

41. Rights granted to The Bell Telephone Company of Pennsylvania as in Deed Book 4912 page 1257, Deed Book 4773 page 861, Deed Book 4763 page 865 and Misc. Deed Book 71 page 252.

42. Deed of Dedication between Whitesell Enterprises, Ltd. and Upper Merion Township Authority dated August 5, 1967 recorded in Deed Book 4917 page 1875.

43. Deed of Dedication between Whitesell Enterprises Ltd. (A New Jersey Limited Partnership) and Manor Health Care Corp. (a Delaware Corporation) dated December 14, 1987 recorded in Deed Book 4860 page 2040.

44. Deed of Sanitary Sewer Easement between Whitesell Construction Inc., and Upper Merion Municipal Utility Authority dated September 24, 1987 recorded in Deed Book 4854, page 100.

45. Storm Sewer Easement between Whitesell Enterprises Ltd., (a New Jersey Limited Partnership) and Manor Healthcare Corp., (a Delaware Corporation) dated December 14, 1987 recorded in Deed Book 4860 page 2033.

46. Land Development Agreement between Township of Upper Merion and Whitesell Construction Co., Inc., dated November 1, 1988 recorded in Deed Book 4892 page 542.

EXHIBIT C (Continued)

47. Memorandum of Lease between Whitesell Enterprises Ltd., (a New Jersey Limited Partnership) (Landlord) and General Electric Company (a New York Corporation) (Tenant) dated February 25, 1985 recorded in Deed Book 4762 page 303.

48. Subject to a 10 feet wide Philadelphia Electric Easement.

49. Subject to the free and common use, right, liberty and privilege of a certain roadway, passageway and watersource laid out, opened and as described in Deed Book 4731 page 1728.

50. Subject to the proportionate share of the cost of maintaining the said roadway and passageway referenced in number 13 above in good order and repair, including removal of snow, ice and debris.

51. Subject to notes, conditions, set back lines, easements etc. as recorded in Plan Book A-49 page 240, Plan Book A-49 page 138, 139 and 140, Plan Book A-46 page 113 and Plan Book A-47 page 64.

52. Taxes or special assessments which are not shown as existing liens by the public records.

53. Easement in Deed Book 1874 Page 893.

54. Easement in Deed Book 3787 Page 111.

55. Slope and Drainage Rights in Deed Book 779 Page 223.

56. Slope and Drainage Rights in Deed Book 835 Page 98.

57. Slope and Drainage Rights in Deed Book 1642 Page 1100.

58. Liability for additional assessments for taxes in connection with new Construction pursuant to N.J.S.A. 54:4-63.1 and the following sections.

EXHIBIT C (Continued)

59. Slope and Drainage Rights in Deed Book 774 Page 184.

60. Slope and Drainage Rights in Deed Book 899 Page 155.

61. Slope and Drainage Rights in Deed Book 1338 Page 486.

62. Slope and Drainage Rights in Deed Book 1459 Page 671.

63. Slope and Drainage Rights in Deed Book 1579 Page 408.

64. Slope and Drainage Rights in Deed Book 1222 Page 135.

65. 20 foot wide sanitary sewer easement crossing said premises, as shown on survey prepared by Lippincott Engineering Associates dated August 24, 1995, last revised August 29, 1995.

66. Declaration of Access and Parking Easement as contained in Deed Book 4058 Page 190.

67. Liability for additional assessments for taxes in connection with new Construction pursuant to N.J.S.A. 54:4-63.1 and the following sections.

68. Easement in Deed Book 1222 Page 135.

69. 75 Foot Set Back Line and Utility and Access Easement.

70. Slope and Drainage Rights in Deed Book 774, Page 184.

71. Slope and Drainage Rights in Deed Book 899, Page 155.

72. Slope and Drainage Rights in Deed Book 1338, Page 486.

EXHIBIT C (Continued)

73. Slope and Drainage Rights in Deed Book 1459, Page 671.

74. Slope and Drainage Rights in Deed Book 1579 Page 408.

75. Liability for additional assessments for taxes in connection with new Construction pursuant to N.J.S.A. 54:4-63.1 and the following sections.

76. Easement in Deed Book 4041 Page 182.

77. Easement in Deed Book 4050 Page 155.

78. Access Easement as contained in Deed Book 4041 Page 188.

79. 75 foot set back line shown on map filed in the Burlington County Recording Office

80. Memorandum of Lease by and between 15000 Midlantic Drive Associates, Limited Partnership and New Jersey Bell Telephone Company dated June 14, 1990 and recorded July 20, 1990 in Deed Book 4072 Page 38.

81. Liability for additional assessments for taxes in connection with new Construction pursuant to N.J.S.A. 54:4-63.1 and the following sections.

82. Rights or claims of parties in possession reflected as Tenants on Exhibit K herein.

THIS SPECIAL WARRANTY DEED is made the ____ day of 1997, between EDB Property Partners, L.P. I, a Delaware limited partnership, having an office c/o Emmes & Company, LLC, 420 Lexington Avenue, New York, New York 10170 (hereinafter called the Grantor) of the one part, and Brandywine Realty Trust, a Real Estate Investment Trust organized under the laws of Maryland, having an address at 16 Campus Boulevard, Suite 150, Newton Square, Pennsylvania 19073 (hereinafter called the Grantee) of the other part,

WITNESSETH, that the said Grantor for and in consideration of the sum of ONE DOLLAR ($1.00) lawful money of the United States of America, paid to the Grantor by the said Grantee, at or before the sealing and delivery hereof, the receipt whereof is hereby acknowledged, has granted, bargained and sold, alienated, enfeoffed, released and confirmed, and by these presents does grant, bargain and sell, alien, enfeoff, release and confirm unto the said Grantee, its successors and assigns, the land as more fully described in Schedule "A" attached hereto and made a part hereof.

TOGETHER with all and singular the buildings, improvements, ways, streets, alleys, passages, waters, water-courses, rights, liberties, privileges, hereditaments and appurtenances, whatsoever thereunto belonging, or in any wise appertaining, and the reversions and remainders, rents, issues and profits thereof; and all the estate, right, title, interest, property, claim and demand whatsoever of it, the said Grantor in law as in equity, or otherwise howsoever of, in, and to the same and every part thereof.

TO HAVE AND TO HOLD the property described herein, with the buildings and improvements thereon erected, hereditaments and premises hereby granted, or mentioned and intended so to be, with the appurtenances, unto the said Grantee

EXHIBIT F (Continued)

and its successors and assigns, to and for the only proper use and behoof of the said Grantee and its successors and assigns, forever.

AND the said Grantor, for itself and its successors and assigns does by these presents, covenant, grant and agree, to and with the said Grantee and its assigns, that it, the said Grantor and its successors and assigns, all and singular the hereditaments and premises herein described and granted, or mentioned and intended so to be, with the appurtenances, unto the said Grantee and its successors and assigns, against it, the said Grantor and its successors and against all and every person or persons whomsoever lawfully claiming or to claim the same or any part thereof, by, from or under it, them or any of them, shall and will WARRANT and forever DEFEND.

IN WITNESS WHEREOF, the said Grantor has caused this Special Warranty Deed to be executed as of the day and year first above written.

EDB Property Partners, L.P. I, a Delaware limited partnership

By: Emmes Laurel Property Corp.

a Delaware Corporation,
a general partner

By: _____________________________
Name:
Title:

RECORD AND RETURN TO:

Eric L. Stern, Esq.

Pepper, Hamilton & Scheetz LLP

3000 Two Logan Square
18th and Arch Streets
Philadelphia, Pennsylvania 19103-2799

                  )ss.:
COUNTY OF         )



                  On this ____ day of _________, 1997, before me personally came

__________________________ to me known and known by me to be the person who executed the foregoing instrument, and who being by me duly sworn, did depose and say that he resides at _______________________________; that he is the ________ President of Emmes Laurel Property Corp., a corporation duly organized under the laws of the State of Delaware, having its principal place of business at c/o Emmes & Company LLC, 420 Lexington Avenue, New York, New York 10170 that said corporation is a general partner of EDB Property Partners, L.P.I a Delaware limited partnership, the partnership described in and which executed the foregoing instrument; that he signed his name thereto by like authority of the board of directors of said corporation; and he acknowledged to me that the said instrument was executed by said corporation for and on behalf of said partnership for the use and purposes therein mentioned.

PREPARED BY:

Baer Marks & Upham LLP
805 Third Avenue
New York, New York 10022

THIS DEED is made on _______________, 1997, between EDB Property Partners, L.P. I, a Delaware limited partnership, having an address c/o Emmes & Company LLC, 420 Lexington Avenue, Suite 2702, New York, New York 10170, referred to in this Deed as the Grantor,

AND Brandywine Realty Trust, a Real Estate Investment Trust organized under the laws of Maryland, having an address at 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania 19073, referred to in this Deed as the Grantee.

Transfer Of Ownership. The Grantor grants and conveys (transfers ownership of) the property described below to the Grantee. This transfer is made for the sum of _______________________________. The Grantor acknowledges receipt of this money.

Tax Map Reference. (N.J.S.A. 46:15-2.1) Township of Mount Laurel Block No. ____ Lot No. ____ Account No. ____.

Property. The property consists of the land and all the buildings and structures on the land in the Township of Mount Laurel, County of Burlington and State of

EXHIBIT F (Continued)

New Jersey. The legal description is set forth on Schedule "A" attached hereto and made a part hereof.

The Grantor promises that the Grantor has done no act to encumber the property. This promise is called a "Covenant as to Grantor's Acts" (N.J.S.A. 46:4-6). This promise means that the Grantor has not allowed anyone else to obtain any legal rights which affect the Property (such as by making a mortgage or allowing a judgment to be entered against the Grantor).

Signatures. The Grantor signs this Deed as of the date at the top of the first page.

WITNESSED BY:                                EDB Property Partners, L.P. I
                                             a Delaware limited partnership

                                             By:  Emmes Laurel Property Corp.
Name: _______________________                     a Delaware Corporation,
                                                  a general partner

Title: _________________________ By: ________________________ (Seal) Name:
Title:

STATE OF               )
                       )ss.:
COUNTY OF              )

I certify that on __________, 1997, ___________________ personally came before me and this person acknowledged under oath, to my satisfaction, that:

(a) This person is the _____________ of Emmes Laurel Property Corp., a Delaware corporation and a general partner of EDB Property Partners, L.P. I, a Delaware limited partnership;

(b) This person is the attesting witness to the signing of this Deed by the proper corporate officer who is _____________, the _____ President of said corporation;

(c) This Deed was signed by the corporation, as its voluntary act duly authorized by a proper resolution of its sole Director and the Deed was delivered by the limited partnership;

(d) This person knows the proper seal of the corporation which was affixed to this Deed;

(e) This person signed this proof to attest to the truth of these facts; and

EXHIBIT F (Continued)

(f) The full and actual consideration paid or to be paid for the transfer of title is ___________________.

Sworn and subscribed before
this ____ day of________, 1997

KNOW ALL MEN BY THESE PRESENTS, That EDB Property Partners, L.P. I, a Delaware limited partnership, having an address c/o Emmes & Company, LLC, 420 Lexington Avenue, New York, New York 10170 (hereinafter called the "Transferor"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration paid to Transferor by Brandywine Realty Trust, a Real Estate Investment Trust organized under the laws of Maryland, having an address at Suite 150, 16 Campus Boulevard, Newtown Square, Pennsylvania 19073 (hereinafter called the "Transferee"), the receipt whereof is hereby acknowledged has bargained, sold, assigned, transferred and set over and by these presents does hereby bargain, sell, assign, transfer and set over, without recourse, warranty or representation of any kind or nature, all of Transferor's interest in and to those items of personal property as enumerated in the Agreement of Sale owned by Transferor, which are located on, in or under certain land and improvements being conveyed to Transferee by Transferor concurrently herewith (the "Property") used solely in connection with the Property.

TO HAVE AND TO HOLD the said personal property unto the said Transferee, its successors and assigns, forever.

IN WITNESS WHEREOF, the Transferor has hereunto set its hand or caused these presents to be signed by its proper corporate officer on the ____ day of ___________, 1997.

Signed Sealed And Delivered                 EDB Property Partners, L.P. I
in the Presence of                          By:  Emmes Laurel Property Corp., a
                                                 Delaware corporation,
                                                 a General Partner



______________________________              By:  _____________________________
                                                 Andrew Davidoff
                                                 Vice President

                  )ss.:
COUNTY OF         )



                  On this ____ day of _________, 1997, before me personally came

__________________________ to me known and known by me to be the person who executed the foregoing instrument, and who being by me duly sworn, did depose and say that he resides at _______________________________; that he is the _____ President of Emmes Laurel Property Corp., a corporation duly organized under the laws of the State of Delaware, having its principal place of business at _________________ that said corporation is a general partner of EDB Property Partners, L.P. I, a Delaware limited partnership, the partnership described in and which executed the foregoing instrument; that he signed his name thereto by authority of the board of directors of said corporation; and he acknowledged to me that the said instrument was executed by said corporation for and on behalf of said partnership for the use and purposes therein mentioned.

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by EDB Property Partners, L.P., I the undersigned hereby certifies the following on behalf of EDB Property Partners, L.P. I.

83. EDB Property Partners, L.P. I is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

84. EDB Property Partners, L.P. I's U.S. employer. Identification number is ____________________, and

85. EDB Property Partners, L.P. I's office address is c/o Emmes & Company, LLC, 420 Lexington Avenue, New York, New York 10170 understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of EDB Property Partners, L.P. I.

Dated: , 1997

1. $27,600 Performance Bond in favor of Mount Laurel Township to cover the cost of tree plantings along the Midlantic Drive Extension required under subdivision approval.

2. $43,800 Performance Bond with Mt. Laurel Township for completion of top paving of Walt Whitman Drive required under subdivision approval.

3. $7,000 escrow posted with Mr. Laurel Twp.

86. The Deposit shall be held in escrow by Baer Marks & Upham LLP, attorneys for Seller ["Escrowee"] under and subject to the provisions hereof. Escrowee shall deposit the Deposit in an interest bearing account at a Federally insured bank selected by Escrowee, in its sole discretion, notwithstanding that another institution or investment may pay more interest than the one selected, or at the option of Seller used to purchase United States Government securities or deposited in a money market fund designated by Seller and reasonably satisfactory to Buyer and Escrowee. Interest or other income if any (collectively "interest") earned on the Deposit shall be paid to Seller (i) if Buyer defaults under this Agreement, or (ii) on the Closing of title. In any case any earned interest shall be credited to Buyer or applied on account of the Purchase Price. In the event the Buyer exercises its right to terminate this Agreement pursuant to Paragraph 11(b), the Deposit and any earned interest will be returned to Buyer. The tax identification numbers of the parties shall be furnished to the Escrowee upon request and the party receiving the interest shall pay all income taxes thereon. If for any reason this Agreement is cancelled or terminated and the Closing does not occur and if either party and/or any other person asserting a claim against the Deposit makes a demand upon Escrowee for payment of the Deposit, Escrowee shall give written notice to the other party or parties of such demand except in the event the Buyer exercises its right to terminate this Agreement pursuant to Paragraph 11(b), whereupon such written notice shall not be required. If Escrowee does not receive a written objection from the other party or parties to the proposed payment within ten (10) business days after the giving of such notice, Escrowee is hereby irrevocably authorized to make such payment. If Escrowee does receive such written objection within such ten (10) day period or if for any other reason Escrowee in good faith elects not to make such payment, Escrowee, in its sole discretion and without liability to Seller or Buyer or any other person, may do any of the following specified in (a) (b) or (c) below;

(a) Refuse to comply with any demands on it and continue to hold the Deposit until it receives either (i) a written notice signed by Seller and Buyer directing the disbursement of the Deposit, or (ii) a final order of a court of competent jurisdiction thereover, directing the disbursement of the Deposit, or

(b) On notice to Seller and Buyer, take such affirmative action as it may deem appropriate to determine its duties as Escrowee including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction and the commencement of an action for interpleader, or

EXHIBIT J (Continued)

(c) If Seller or Buyer, or any other person, shall have commenced litigation relating to the Deposit, to deposit it with the clerk of the court in which said litigation is pending or a substitute escrow agent.

Upon disbursing or depositing the Deposit under the provisions of (a) (b) or (c) above, the Escrowee shall be released from all liability with respect to the Deposit. Escrowee has endorsed this Agreement to acknowledge receipt of the Deposit and to confirm its agreement to adhere to the provisions hereof.

The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience; that Escrowee shall not be deemed to be the agent of either of the parties, and that Escrowee shall not be liable to either of the parties for any mistake of fact or of law or error of judgment or any acts or omissions of any kind unless they constitute gross negligence on the part of Escrowee or they are taken or suffered in willful disregard of this Agreement. Escrowee shall be entitled to rely on any instrument or signature believed by it to be genuine and may assume that any person purporting to give any written notice or instruction in connection herewith is fully authorized to do so by the party on whose behalf such written notice or instruction is given. Escrowee shall have no duties or responsibilities except those set forth herein. Escrowee shall not be bound by any modification of this Agreement, unless the same is in writing and signed by Seller and Buyer, and if Escrowee's duties are affected, unless Escrowee shall have given prior written consent thereto. Seller and Buyer, jointly and severally, indemnify and hold Escrowee harmless from and against all costs, claims, losses, liabilities and expenses, including reasonable attorneys' fees, incurred in connection with or arising from the performance of Escrowee's duties hereunder, except for Escrowee's gross negligence or acts or omissions taken or suffered by Escrowee in willful disregard of this Agreement. Such indemnity shall survive the delivery of the Deeds. Buyer acknowledges that Escrowee is acting as counsel to Seller and in the event of any dispute arising under this Agreement, Escrowee may continue to represent Seller; provided that Escrowee shall either transfer the Deposit to another escrow agent mutually acceptable to Seller and Buyer, or deposits it into court.

Conditions as shown on Plan of Survey Lot 2-A-1 situated in Upper Merion Township, Montgomery County, Pennsylvania prepared for Baer Marks & Upham (Job Number 7758.04) dated August 18, 1995 prepared by Vincent Schulte, a registered land surveyor of Lippincott Engineering Associates, Consulting Engineers (hereinafter the "Survey") and any additional state of facts disclosed by a redated version of the Survey (redated after the date hereof), provided such additional state of facts do not materially interfere with the use of the Real Property as an office building.

Conditions as shown on Plan of Survey Lot 2, Block 503 situated in Mount Laurel Township, Burlington County, New Jersey prepared for Baer Marks & Upham (Job Number 7758.04) dated August 24, 1995 prepared by Vincent Schulte, a registered land surveyor of Lippincott Engineering Associates, Consulting Engineer (hereinafter the "Survey") and any additional state of facts disclosed by a redated version of the Survey (redated after the date hereof), provided such additional state of facts do not materially interfere with use of the Real Property as an office building.

Conditions as shown on Plan of Survey Lot 3 and 4, Block 516 situated in Mount Laurel Township, Burlington County, New Jersey prepared for Baer Marks & Upham (Job Number 7758.04) dated August 24, 1995 prepared by Vincent Schulte, a registered land surveyor of Lippincott Engineering Associates, Consulting Engineer (hereinafter the "Survey") and any additional state of facts disclosed by a redated version of the Survey (redated after the date hereof), provided such additional state of facts do not materially interfere with use of the Real Property as an office building.

EXHIBIT L (Continued)

Conditions as shown on Plan of Survey Lot 6, Block 516 situated in Mount Laurel Township, Burlington County, New Jersey dated August 23, 1995 prepared for Baer Marks & Upham (Job Number 7758.04) prepared by Vincent Schulte, a registered land surveyor of Lippincott Engineering Associates, Consulting Engineer (hereinafter the "Survey") and any additional state of facts disclosed by a redated version of the Survey (redated after the date hereof), provided such additional state of facts do not materially interfere with use of the Real Property as an office building.

Conditions as shown on Plan of Survey Lot 6, Block 501 situated in Mount Laurel Township, Burlington County, New Jersey dated August 22, 1995 prepared for Baer Marks & Upham (Job Number 7758.04) prepared by Vincent Schulte, a registered land surveyor of Lippincott Engineering Associates, Consulting Engineer (hereinafter the "Survey") and any additional state of facts disclosed by a redated version of the Survey (redated after the date hereof), provided such additional state of facts do not materially interfere with use of the Real Property as an office building.

KNOW ALL ME BY THESE PRESENTS, EDB Property Partners, L.P. I, a Delaware limited partnership having an address c/o Emmes & Company LLC, 420 Lexington Avenue, New York, New York 10170 ("Assignor"), for and in consideration of the sum of Ten ($10.00) Dollars lawful money of the United States to it in hand paid by Brandywine Realty Trust, a Maryland real estate investment trust having an address at 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania 19073 ("Assignee"), hereby assigns to Assignee without warranty or representation of any kind or nature all of its right, title and interest as landlord, in and to those tenant leases (the "Leases") affecting those certain parcels of real property more fully described on Schedule A annexed hereto and made a part hereof and to those lease security deposits (the "Security Deposits") given by the tenants to Assignor pursuant to the Leases described on Schedule B annexed hereto and made a part hereof. Nothing contained herein is intended to modify any of the obligations arising under that certain Agreement of Sale between the parties hereto which are expressly stated therein to survive Closing.

TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns from the date hereof.

Assignee, by the acceptance of this Assignment and the execution of this Assignment at the foot hereof, hereby assumes from and after the date hereof, all of the obligations of Assignor as landlord hereafter arising, under the Leases and with respect to such Security Deposits and hereby agrees to indemnify, defend and hold the Assignor harmless from and against any and all loss, liability, cost or expense, including reasonable attorneys' fees imposed upon, incurred or claimed against Assignor by reason of Assignee's failure to observe or perform (or claims of failure to observe or perform) any of the obligations of the owner of those certain parcels of real property more fully described on Schedule A under the aforesaid Leases or with respect to such Security Deposits accruing or arising subsequent to the date hereof. Assignor, by the delivery of this Assignment and the execution of this Assignment at the foot hereof, hereby agrees to indemnify, defend and hold the Assignee, its successors and assigns, harmless from and against any and all loss, liability, cost or expense, including reasonable attorneys' fees, imposed upon, incurred or claimed against Assignee by reason of Assignor's failure to observe or perform (or claims of failure to observe or perform) any of the obligations of the owner of those certain parcels of real

EXHIBIT M (Continued)

property more fully described on Schedule A under the aforesaid Leases or with respect to such Security Deposits accruing or arising prior to the date hereof.

IN WITNESS WHEREOF, the parties hereto have set their hands the ____ of _______________, 1997.

[SEAL]                                    ASSIGNOR:
ATTEST:
                                          EDB Property Partners, L.P. I
                                          By:  Emmes Laurel Property Corp., a
                                               Delaware Corporation,
By:  _____________________________             a General Partner
Name:  ___________________________
Title:  __________________________

                                           By:  _____________________________
By:  _____________________________              Andrew Davidoff
Name: ____________________________              Vice President
Title:  __________________________



[SEAL]
ATTEST:                                    ASSIGNEE:
                                           Brandywine Realty Trust


By:  _____________________________
Name:  ___________________________
Title:  __________________________         By:  _____________________________
                                                Gerald H. Sweeney
                                                President and CEO

By:  _____________________________
Name:  ___________________________
Title:  __________________________

                  )ss.:
COUNTY OF         )



                  On this ____ day of _________, 1997, before me personally came

__________________________ to me known and known by me to be the person who executed the foregoing instrument, and who being by me duly sworn, did depose and say that he resides at _______________________________; that he is the ________ President of Emmes Laurel Property Corp., a corporation duly organized under the laws of the State of Delaware, having its principal place of business at _________________ that said corporation is a general partner of EDB Property Partners, L.P.I a Delaware limited partnership, the partnership described in and which executed the foregoing instrument; that he signed his name thereto by like authority of the board of directors of said corporation; and he acknowledged to me that the said instrument was executed by said corporation for and on behalf of said partnership for the use and purposes therein mentioned.

                  )ss.:
COUNTY OF         )


                  On the ____ day of ____________, 1997, before me personally

came ___________________________ to be known who, being by me duly sworn did depose and say that he resides at
________________________________________________, that he is the _________________ of Brandywine Realty Trust, the Maryland real estate investment trust described in and which executed the foregoing instrument; and that he signed his name thereto by authority of the board of directors of said real estate investment trust.

KNOW ALL ME BY THESE PRESENTS, EDB Property Partners, L.P. I, a Delaware limited partnership having an address c/o Emmes & Company LLC, 420 Lexington Avenue, New York, New York 10170 ("Assignor"), for and in consideration of the sum of Ten ($10.00) Dollars lawful money of the United States to it in hand paid by Brandywine Realty Trust, a Maryland real estate investment trust having an address at 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania 19073 ("Assignee"), hereby assigns to Assignee without warranty or representation of any kind or nature all of its right, title and interest in and to those certain contracts described on Schedule B annexed hereto and made a part hereof (the "Contracts") affecting those certain parcels of real property more fully described on Schedule A annexed hereto and made a part hereof. Nothing contained herein is intended to modify any of the obligations arising under that certain Agreement of Sale between the parties hereto which are expressly stated therein to survive Closing.

TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns from the date hereof.

Assignee, by the acceptance of this Assignment and the execution of this Assignment at the foot hereof, hereby assumes from and after the date hereof, all of the obligations of Assignor hereafter arising, under the Contracts and hereby agrees to indemnify, defend and hold the Assignor harmless from and against any and all loss, liability, cost or expense, including reasonable attorneys' fees imposed upon, incurred or claimed against Assignor by reason of Assignee's failure to observe or perform (or claims of failure to observe or perform) any of the obligations under the aforesaid Contracts accruing or arising subsequent to the date hereof. Assignor, by the delivery of this Assignment and the execution of this Assignment at the foot hereof, hereby agrees to indemnify, defend and hold the Assignee, its successors and assigns, harmless from and against any and all loss, liability, cost or expense, including reasonable attorneys' fees, imposed upon, incurred or claimed against Assignee by reason of Assignor's failure to observe or perform (or claims of failure to observe or perform) any of the obligations under the aforesaid Contracts accruing or arising prior to the date hereof.

[SEAL]                                    ASSIGNOR:
ATTEST:
                                          EDB Property Partners, L.P. I
                                          By:  Emmes Laurel Property Corp., a
                                               Delaware Corporation,
By:  _____________________________             a General Partner
Name:  ___________________________
Title:  __________________________

                                           By:  _____________________________
By:  _____________________________              Andrew Davidoff
Name: ____________________________              Vice President
Title:  __________________________



[SEAL]
ATTEST:                                    ASSIGNEE:
                                           Brandywine Realty Trust


By:  _____________________________
Name:  ___________________________
Title:  __________________________         By:  _____________________________
                                                Gerald H. Sweeney
                                                President and CEO

By:  _____________________________
Name:  ___________________________
Title:  __________________________

                  )ss.:
COUNTY OF         )



                  On this ____ day of _________, 1997, before me personally came

__________________________ to me known and known by me to be the person who executed the foregoing instrument, and who being by me duly sworn, did depose and say that he resides at _______________________________; that he is the ________ President of Emmes Laurel Property Corp., a corporation duly organized under the laws of the State of Delaware, having its principal place of business at _________________ that said corporation is a general partner of EDB Property Partners, L.P.I a Delaware limited partnership, the partnership described in and which executed the foregoing instrument; that he signed his name thereto by like authority of the board of directors of said corporation; and he acknowledged to me that the said instrument was executed by said corporation for and on behalf of said partnership for the use and purposes therein mentioned.

                  )ss.:
COUNTY OF         )


                  On the ____ day of ____________, 1997, before me personally

came ___________________________ to be known who, being by me duly sworn did depose and say that he resides at
________________________________________________, that he is the _________________ of Brandywine Realty Trust, the Maryland real estate investment trust described in and which executed the foregoing instrument; and that he signed his name thereto by authority of the board of directors of said real estate investment trust.

AGREEMENT OF SALE

Between

EDB PROPERTY PARTNERS, L.P. I

and

BRANDYWINE REALTY TRUST

Dated as of April 15, 1997

TABLE OF CONTENTS

                                                                         Page
                                                                         ----

AGREEMENT OF SALE.........................................................-1-

RECITALS..................................................................-1-
         1.       Definitions Of Certain Terms............................-1-
         2.       Acquisition Of The Properties...........................-5-
         3.       Purchase Price And Time Of Payment......................-6-
         4.       Closing.................................................-6-
         5.       Title And Conveyance Of The Property....................-7-
         6.       Closing Documents.......................................-9-
         7.       Prorations And Closing Costs...........................-11-
         8.       Possession Of Property.................................-14-
         9.       Representations Of Seller And Buyer....................-15-
         10.      Access To The Property.................................-21-
         11.      Due Diligence Period; Additional Provisions............-22-
         12.      Condemnation...........................................-23-
         13.      Damage By Fire Or Other Casualty.......................-24-
         14.      Default................................................-25-
         15.      Operations Prior To Closing............................-26-
         16.      Property Conveyed "AS-IS, WHERE IS"....................-28-
         17.      Brokers................................................-29-
         18.      Notices................................................-29-
         19.      Successors And Assigns.................................-30-
         20.      Counterparts...........................................-31-
         21.      Time Of The Essence....................................-31-
         22.      Judicial Interpretation................................-31-
         23.      Captions And Recitals..................................-31-
         24.      Entire Agreement.......................................-31-
         25.      Governing Law; Venue...................................-31-
         26.      Confidentiality........................................-32-
         27.      Limitation Of Liability................................-32-
         28.      Like-Kind Exchange.....................................-33-
         29.      SEC Reporting (8-K) Requirements.......................-33-
         30.      Partial Invalidity.....................................-34-
         31.      No Recordation.........................................-34-
         32.      Tender.................................................-34-
         33.      Further Assurances.....................................-34-
         34.      Jury Trial Waiver......................................-34-
         35.      No Offer...............................................-34-
         36.      Delivery of Documents..................................-35-
         37.      Counterparts...........................................-35-

Exhibit A-1         Description of "Geerdes Land"
Exhibit A-2         Description of "2000/4000 Land"
Exhibit A-3         Description of "9000 Land"
Exhibit A-4         Description of "10000 Land"
Exhibit A-5         Description of "15000 Land"
Exhibit B           List of "Contracts"
Exhibit C           Additional Exceptions to Title
Exhibit D           Personal Property Not Included in Sale
Exhibit E           Base Building Work
Exhibit F           Form of "Deeds"
Exhibit G           "Bill of Sale"
Exhibit H           Form of Non-Foreign Person Certification
Exhibit I-1         Maintenance Bonds (Mount Laurel Township)
Exhibit "J"         "Escrow Terms"
Exhibit "K"         List of "Leases"
Exhibit "L"         Permitted Survey Exceptions
Exhibit "M"         Form of Assignment(s)
Exhibit "N"         Maintenance Requirements of Mount Laurel Township
Exhibit "O"         Pending Litigation
Exhibit "P"         Outstanding Brokerage Commissions
Exhibit "Q"         Intentionally Omitted
Exhibit "R"         Leasing Parameters
Exhibit "S"         Intentionally Omitted
Exhibit "T"         Identified Tenants
Exhibit "U"         Representation Letter

AMENDMENT NO. 3 TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE OPERATING PARTNERSHIP, L.P.

This Amendment No. 3 dated May 23, 1997 to Agreement of Limited Partnership dated August 22, 1996, as amended by Amendment No. 1 dated November 6, 1996 and Amendment No. 2 dated December 18, 1996, by and among BRANDYWINE REALTY TRUST, a Maryland real estate investment trust as general partner (the "General Partner"), and the PERSONS NAMED IN EXHIBIT "A" attached hereto, as limited partners (the "Limited Partners"). The General Partner and the Limited Partners are sometimes referred to individually as a "Partner" and collectively as the "Partners".

BACKGROUND

A. The General Partner and the Limited Partners have entered into an Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. dated August 22, 1996, as amended by Amendment No. 1 dated November 6, 1996 and Amendment No. 2 dated December 18, 1996, (the "Partnership Agreement"). Capitalized terms not defined herein shall have the meanings given to such terms in the Partnership Agreement.

B. The General Partner and the Limited Partners desire to amend the Partnership Agreement as provided in this Amendment No. 3 to the Partnership Agreement.

Accordingly, intending to be legally bound, the parties hereto agree as follows:

1. The last sentence of Section 3.2(a), which reads "Otherwise, no additional Class A Units may be issued" is hereby deleted.

2. No Other Amendments. This Amendment does not amend the Partnership Agreement in any respect except as expressly provided herein, and the Partnership Agreement, as amended by this Amendment No. 3, shall continue in full force and effect after the date hereof in accordance with its terms.

3. Effective Time of Amendment. This Amendment No. 3 shall become effective as of May 23, 1997 upon the execution and delivery of this Amendment No. 3 by the General Partner, and the holders of 75% or more of the outstanding Class A Units (as of the date of this Amendment).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused this Agreement to be executed as of the date and year first above written.

GENERAL PARTNER:

BRANDYWINE REALTY TRUST

                                By: /s/ Gerard H. Sweeney
---------------                     --------------------------------------
                                    Name:    Gerard H. Sweeney
                                             President

CLASS A LIMITED PARTNERS:

Safeguard Scientifics (Delaware), Inc.

                                By: /s/ Gerald Wilk
---------------                     --------------------------------------
                                    Name: Gerald Wilk
                                    Title:   Vice President

THE NICHOLS COMPANY

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



                                 /s/ Brian Belcher
---------------                  -----------------------------------------
                                 Brian Belcher

NOTE
(Credit Facility)

$35,000,000.00 New York, New York As of May 30, 1997

FOR VALUE RECEIVED, Brandywine Realty Trust, a Maryland real estate investment trust, and Brandywine Operating Partnership, L.P., a Delaware limited partnership, both having an office at Newtown Square Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania (hereinafter collectively referred to as "Maker"), promise to pay NationsBank, N.A., a national banking association having an office at 8300 Greensboro Drive, McLean, Virginia (hereinafter referred to as "Payee") or order, at such place as may be designated from time to time in writing by Payee, the principal sum of Thirty Five Million and 00/100 Dollars ($35,000,000.00) in lawful money of the United States of America, or so much thereof as may be advanced by Payee to Maker and be outstanding from time to time in accordance with the provisions of the Credit Agreement, with interest thereon from and including the date of this Note to, but not including, the date this Note is paid in full, calculated in the manner hereinafter set forth, as follows:

(i) interest on the Principal Balance calculated in the manner set forth in the Credit Agreement shall be due and payable in Federal funds or other immediately available funds on each Interest Payment Date during the term of this Note and otherwise in accordance with the provisions of the Credit Agreement; and

(ii) the entire Principal Balance, together with all interest accrued and unpaid thereon calculated in the manner set forth in the Credit Agreement and all other sums due under this Note, shall be due and payable on the Maturity Date and otherwise in accordance with the provisions of the Credit Agreement.

1. The term "Credit Agreement" as used in this Note means a certain Credit Agreement dated as of the date hereof entered into among Smith Barney Mortgage Capital Group, Inc., NationsBank, N.A., in its individual capacity, Maker and NationsBank, N.A., acting in its capacity as administrative and documentation agent for the Credit Facility, and pursuant to the provisions of which the Credit Facility is being extended by Co-Lenders to Maker. This Note constitutes one of the Credit Facility Notes which have been executed and delivered by Maker to Co-Lenders in accordance with the Credit Agreement and which together evidence the Credit Facility. All other capitalized terms used in this Note shall, unless otherwise defined in this Note, have the meaning given to such term in the Credit Agreement.

2. It is hereby expressly agreed that the entire Debt shall become immediately due and payable at the option of Co-Lenders on the happening of any Event of Default.

3. All of the terms, covenants and provisions contained in the Credit Agreement and the other Credit Facility Documents which are to be kept and performed by Maker are hereby made part of this Note to the same extent and with the same force and effect as if they were fully set forth herein.

Maker agrees to perform and comply with each of the terms, covenants and provisions contained in this Note, the Credit Agreement and the other Credit Facility Documents on the part of Maker to be observed and performed.

4. If any installment of interest payable under this Note is not paid when due, Maker shall pay to Administrative Agent upon demand an amount equal to four percent (4%) of such unpaid installment as a late payment charge.

5. In addition to any late payment charge which may be due under this Note, if the Debt is declared immediately due and payable pursuant to the provisions of the Credit Facility Documents, or if the Debt is not paid in full on the Maturity Date, Maker shall thereafter pay interest on the then entire outstanding Principal Balance from the date of such declaration or the Maturity Date, as the case may be, until the date the Principal Balance is paid in full, at the Default Rate. In addition, if an Event of Default shall occur, the Principal Balance shall, from and including the date upon which such Event of Default has occurred and for so long as such Event of Default continues and without further act or instrument and without the necessity of any further or prior notice by Payee or Agent to Maker, bear interest at the Default Rate irrespective of whether the Debt shall have been declared to be immediately due and payable as the result of the occurrence of such Event of Default.

6. Maker hereby waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note. If any payment under this Note is not made when due, Maker agrees to pay all costs of collection when incurred, including reasonable attorneys' fees (which costs shall be added to the amount due under this Note and shall be receivable therewith). No release of any security for the payment of this Note or extension of time for payment of this Note, or any installment hereof, and no alteration, amendment or waiver of any provision of this Note or any of the other Credit Facility Documents made by agreement between or among Co-Lenders, Agent and/or Payee and any other person or party shall release, discharge, modify, change or affect the liability of Maker under this Note or any of the other Credit Facility Documents.

7. This Note is subject to the express condition that at no time shall Maker be obligated or required to pay interest on the Principal Balance at a rate which could subject Payee to either civil or criminal liability as a result of being in excess of the maximum rate which Maker is permitted by law to contract or agree to pay. If by the terms of this Note Maker is at any time required or obligated to pay interest on the Principal Balance at a rate in excess of such maximum rate, the rate of interest under this Note shall be deemed to be immediately reduced to such maximum rate and interest payable hereunder shall be computed at such maximum rate and the portion of all prior interest payments in excess of such maximum rate shall be applied and shall be deemed to have been payments in reduction of the Principal Balance.

8. If Maker consists of more than one person or party, the obligations and liabilities of each such person or party hereunder shall be joint and several.

9. Except as otherwise specifically provided to the contrary in the Credit Facility Documents, this Note is secured on a pari passu basis with the other Credit Facility Notes by the Mortgages and the other Credit Facility Documents.

10. The terms of this Note shall be governed by and construed under the laws of the State of New York.

11. This Note may only be modified, amended, changed or terminated by an agreement in writing signed by Payee, Agent and Maker. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by Payee and Agent and if so given by Payee and Agent shall only be effective in the specific instance in which given.

12. Maker acknowledges that this Note and Maker's obligations under this Note are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense (other than a defense of payment) to this Note and the obligations of Maker under this Note or the obligations of any other person or party relating to this Note or the obligations of Maker hereunder or otherwise with respect to the Credit Facility. Maker absolutely, unconditionally and irrevocably waives any and all right to assert any defense, setoff, counterclaim (other than a compulsory counterclaim in a court of competent jurisdiction) or crossclaim of any nature whatsoever with respect to this Note or the obligations of Maker under this Note or the obligations of any other person or party relating to this Note or the obligations of Maker hereunder or otherwise with respect to the Credit Facility in any action, case or proceeding brought by Payee or Agent to collect the Debt, or any portion thereof, or to enforce, foreclose and realize upon the liens and security interests created by the Mortgages and the other Credit Facility Documents (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right of Maker to assert any compulsory counterclaim in any such action, case or proceeding brought by Payee or Agent in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Payee or Agent in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Maker to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Payee or Agent in any separate action, case or proceeding brought by Maker against Payee or Agent). MAKER ACKNOWLEDGES THAT NO ORAL OR OTHER AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS OR WARRANTIES EXIST WITH RESPECT TO THIS NOTE OR WITH RESPECT TO THE OBLIGATIONS OF MAKER UNDER THIS NOTE, EXCEPT THOSE SPECIFICALLY SET FORTH IN THIS NOTE AND THE OTHER CREDIT FACILITY DOCUMENTS, AND THAT THIS NOTE AND THE OTHER CREDIT FACILITY DOCUMENTS SET FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING OF PAYEE, AGENT, CO-LENDERS AND MAKER.

13. No delay on the part of Payee, Agent or Co-Lenders in exercising any right or remedy under this Note or the other Credit Facility Documents or failure to exercise the same shall operate as a waiver in whole or in part of any such right or remedy. No notice to or demand on Maker shall be deemed to be a waiver of the obligation of Maker or of the right of Payee, Agent or Co-Lender to take further action without further notice or demand as provided in this Note and the other Credit Facility Documents.

14. Maker agrees to submit to personal jurisdiction in the State of New York in any action, case or proceeding arising out of this Note and, in furtherance of such agreement, Maker hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction over Maker in any such action, case or proceeding may be obtained within or without the jurisdiction of any court located in New York and that any process or notice of motion or other application to any such court in connection with any

such action, case or proceeding may be served upon Maker by registered or certified mail to or by personal service at the last known address of Maker, whether such address be within or without the jurisdiction of any such court. Maker also agrees that the venue of any litigation arising in connection with the Debt or in respect of any of the obligations of Maker under this Note shall, to the extent permitted by law, be in New York County.

15. Maker (and the undersigned representative of Maker, if any) represents that Maker has full power, authority and legal right to execute and deliver this Note and that this Note constitutes a valid and binding obligation of Maker.

16. MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, AND PAYEE BY ITS ACCEPTANCE OF THIS NOTE IRREVOCABLY AND UNCONDITIONALLY WAIVES, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CASE, PROCEEDING, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THE CREDIT FACILITY, THIS NOTE, OR THE OTHER CREDIT FACILITY DOCUMENTS.

17. Whenever used, the singular number shall include the plural, the plural the singular, and the words "Payee", "Agent", "Co-Lenders", and "Maker" shall include their respective successors and assigns, provided, however, that Maker shall in no event or under any circumstance have the right without obtaining the prior written consent of Co-Lenders to assign or transfer its obligations under this Note or the other Credit Facility Documents, in whole or in part, to any other person, party or entity.

18. No recourse shall be had for any obligation of BRT under this Note or any of the other Credit Facility Documents or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of BRT, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by Payee and each other party to this Note and the other Credit Facility Documents.

IN WITNESS WHEREOF, Maker has duly executed this Note the day and year first above written.

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, a Maryland
real estate investment trust, its
general partner

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

NOTE
(Credit Facility)

$35,000,000.00 New York, New York As of May 30, 1997

FOR VALUE RECEIVED, Brandywine Realty Trust, a Maryland real estate investment trust, and Brandywine Operating Partnership, L.P., a Delaware limited partnership, both having an office at Newtown Square Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania (hereinafter collectively referred to as "Maker"), promise to pay Smith Barney Mortgage Capital Group, Inc., a Delaware corporation having an office at 390 Greenwich Street, New York, New York (hereinafter referred to as "Payee") or order, at such place as may be designated from time to time in writing by Payee, the principal sum of Thirty-Five Million and 00/100 Dollars ($35,000,000.00) in lawful money of the United States of America, or so much thereof as may be advanced by Payee to Maker and be outstanding from time to time in accordance with the provisions of the Credit Agreement, with interest thereon from and including the date of this Note to, but not including, the date this Note is paid in full, calculated in the manner hereinafter set forth, as follows:

(i) interest on the Principal Balance calculated in the manner set forth in the Credit Agreement shall be due and payable in Federal funds or other immediately available funds on each Interest Payment Date during the term of this Note and otherwise in accordance with the provisions of the Credit Agreement; and

(ii) the entire Principal Balance, together with all interest accrued and unpaid thereon calculated in the manner set forth in the Credit Agreement and all other sums due under this Note, shall be due and payable on the Maturity Date and otherwise in accordance with the provisions of the Credit Agreement.

1. The term "Credit Agreement" as used in this Note means a certain Credit Agreement dated as of the date hereof entered into among Smith Barney Mortgage Capital Group, Inc., NationsBank, N.A., in its individual capacity, Maker and NationsBank, N.A., acting in its capacity as administrative and documentation agent for the Credit Facility, and pursuant to the provisions of which the Credit Facility is being extended by Co-Lenders to Maker. This Note constitutes one of the Credit Facility Notes which have been executed and delivered by Maker to Co-Lenders in accordance with the Credit Agreement and which together evidence the Credit Facility. All other capitalized terms used in this Note shall, unless otherwise defined in this Note, have the meaning given to such term in the Credit Agreement.

2. It is hereby expressly agreed that the entire Debt shall become immediately due and payable at the option of Co-Lenders on the happening of any Event of Default.

3. All of the terms, covenants and provisions contained in the Credit Agreement and the other Credit Facility Documents which are to be kept and performed by Maker are hereby made part of this Note to the same extent

and with the same force and effect as if they were fully set forth herein. Maker agrees to perform and comply with each of the terms, covenants and provisions contained in this Note, the Credit Agreement and the other Credit Facility Documents on the part of Maker to be observed and performed.

4. If any installment of interest payable under this Note is not paid when due, Maker shall pay to Administrative Agent upon demand an amount equal to four percent (4%) of such unpaid installment as a late payment charge.

5. In addition to any late payment charge which may be due under this Note, if the Debt is declared immediately due and payable pursuant to the provisions of the Credit Facility Documents, or if the Debt is not paid in full on the Maturity Date, Maker shall thereafter pay interest on the then entire outstanding Principal Balance from the date of such declaration or the Maturity Date, as the case may be, until the date the Principal Balance is paid in full, at the Default Rate. In addition, if an Event of Default shall occur, the Principal Balance shall, from and including the date upon which such Event of Default has occurred and for so long as such Event of Default continues and without further act or instrument and without the necessity of any further or prior notice by Payee or Agent to Maker, bear interest at the Default Rate irrespective of whether the Debt shall have been declared to be immediately due and payable as the result of the occurrence of such Event of Default.

6. Maker hereby waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note. If any payment under this Note is not made when due, Maker agrees to pay all costs of collection when incurred, including reasonable attorneys' fees (which costs shall be added to the amount due under this Note and shall be receivable therewith). No release of any security for the payment of this Note or extension of time for payment of this Note, or any installment hereof, and no alteration, amendment or waiver of any provision of this Note or any of the other Credit Facility Documents made by agreement between or among Co-Lenders, Agent and/or Payee and any other person or party shall release, discharge, modify, change or affect the liability of Maker under this Note or any of the other Credit Facility Documents.

7. This Note is subject to the express condition that at no time shall Maker be obligated or required to pay interest on the Principal Balance at a rate which could subject Payee to either civil or criminal liability as a result of being in excess of the maximum rate which Maker is permitted by law to contract or agree to pay. If by the terms of this Note Maker is at any time required or obligated to pay interest on the Principal Balance at a rate in excess of such maximum rate, the rate of interest under this Note shall be deemed to be immediately reduced to such maximum rate and interest payable hereunder shall be computed at such maximum rate and the portion of all prior interest payments in excess of such maximum rate shall be applied and shall be deemed to have been payments in reduction of the Principal Balance.

8. If Maker consists of more than one person or party, the obligations and liabilities of each such person or party hereunder shall be joint and several.

9. Except as otherwise specifically provided to the contrary in the Credit Facility Documents, this Note is secured on a pari passu basis with the other Credit Facility Notes by the Mortgages and the other Credit Facility Documents.

10. The terms of this Note shall be governed by and construed under the laws of the State of New York.

11. This Note may only be modified, amended, changed or terminated by an agreement in writing signed by Payee, Agent and Maker. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by Payee and Agent and if so given by Payee and Agent shall only be effective in the specific instance in which given.

12. Maker acknowledges that this Note and Maker's obligations under this Note are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense (other than a defense of payment) to this Note and the obligations of Maker under this Note or the obligations of any other person or party relating to this Note or the obligations of Maker hereunder or otherwise with respect to the Credit Facility. Maker absolutely, unconditionally and irrevocably waives any and all right to assert any defense, setoff, counterclaim (other than a compulsory counterclaim in a court of competent jurisdiction) or crossclaim of any nature whatsoever with respect to this Note or the obligations of Maker under this Note or the obligations of any other person or party relating to this Note or the obligations of Maker hereunder or otherwise with respect to the Credit Facility in any action, case or proceeding brought by Payee or Agent to collect the Debt, or any portion thereof, or to enforce, foreclose and realize upon the liens and security interests created by the Mortgages and the other Credit Facility Documents (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right of Maker to assert any compulsory counterclaim in any such action, case or proceeding brought by Payee or Agent in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Payee or Agent in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Maker to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Payee or Agent in any separate action, case or proceeding brought by Maker against Payee or Agent). MAKER ACKNOWLEDGES THAT NO ORAL OR OTHER AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS OR WARRANTIES EXIST WITH RESPECT TO THIS NOTE OR WITH RESPECT TO THE OBLIGATIONS OF MAKER UNDER THIS NOTE, EXCEPT THOSE SPECIFICALLY SET FORTH IN THIS NOTE AND THE OTHER CREDIT FACILITY DOCUMENTS, AND THAT THIS NOTE AND THE OTHER CREDIT FACILITY DOCUMENTS SET FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING OF PAYEE, AGENT, CO-LENDERS AND MAKER.

13. No delay on the part of Payee, Agent or Co-Lenders in exercising any right or remedy under this Note or the other Credit Facility Documents or failure to exercise the same shall operate as a waiver in whole or in part of any such right or remedy. No notice to or demand on Maker shall be deemed to be a waiver of the obligation of Maker or of the right of Payee, Agent or Co-Lender to take further action without further notice or demand as provided in this Note and the other Credit Facility Documents.

14. Maker agrees to submit to personal jurisdiction in the State of New York in any action, case or proceeding arising out of this Note and, in furtherance of such agreement, Maker hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction over Maker in any such action, case or proceeding may be obtained within or without the jurisdiction of any court located in New York and that any process or notice of motion or other application to any such court in connection with any

such action, case or proceeding may be served upon Maker by registered or certified mail to or by personal service at the last known address of Maker, whether such address be within or without the jurisdiction of any such court. Maker also agrees that the venue of any litigation arising in connection with the Debt or in respect of any of the obligations of Maker under this Note shall, to the extent permitted by law, be in New York County.

15. Maker (and the undersigned representative of Maker, if any) represents that Maker has full power, authority and legal right to execute and deliver this Note and that this Note constitutes a valid and binding obligation of Maker.

16. MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, AND PAYEE BY ITS ACCEPTANCE OF THIS NOTE IRREVOCABLY AND UNCONDITIONALLY WAIVES, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CASE, PROCEEDING, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THE CREDIT FACILITY, THIS NOTE, OR THE OTHER CREDIT FACILITY DOCUMENTS.

17. Whenever used, the singular number shall include the plural, the plural the singular, and the words "Payee", "Agent", "Co-Lenders", and "Maker" shall include their respective successors and assigns, provided, however, that Maker shall in no event or under any circumstance have the right without obtaining the prior written consent of Co-Lenders to assign or transfer its obligations under this Note or the other Credit Facility Documents, in whole or in part, to any other person, party or entity.

18. No recourse shall be had for any obligation of BRT under this Note or any of the other Credit Facility Documents or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of BRT, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by Payee and each other party to this Note and the other Credit Facility Documents.

IN WITNESS WHEREOF, Maker has duly executed this Note the day and year first above written.

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, a Maryland
real estate investment trust, its
general partner

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

CREDIT AGREEMENT

Dated: As of May 30, 1997

This Instrument Prepared by:

Dean A. Stiffle, Esq.
Battle Fowler LLP
75 East 55th Street
New York, New York 10022

TABLE OF CONTENTS

                                                                         Page
                                                                        ------
1.  Definitions........................................................... 1

2.  Credit Facility....................................................... 1

3.  Maturity Date......................................................... 2

4.  Use of Proceeds and Maximum Amount Available.......................... 3

5.  Advance of the Credit Facility........................................ 3

6.  Condition to Advances................................................. 3

7.  Collateral............................................................ 4

8.  New Debt or Equity Offering........................................... 4

9.  Restrictions on Transfer and Further Encumbrance...................... 4

10. Commitment Fee........................................................ 5

11. Loan to Value Requirement............................................. 5

12. Representations and Warranties........................................ 5

13. Covenants.............................................................12

14. Recourse Obligations..................................................18

15. Right of Entry........................................................18

16. Books and Records.....................................................18

17. Taxes.................................................................19

18. Insurance Coverage....................................................19

19. Condemnation..........................................................21

20. Environmental Provisions..............................................21

21. Estoppel Certificates.................................................24

22. Non-Waiver............................................................24

23. Sole Discretion.......................................................25

24. Absolute and Unconditional Obligation.................................25

25. Relationship..........................................................26

26. Anti-Forfeiture.......................................................26

27. Deposits..............................................................26

28. Submission to Jurisdiction............................................27

29. Retention of Counsel and Consultants..................................27

30. Waiver of Notice......................................................27

31. Events of Default.....................................................27

32. Application of Moneys.................................................30

33. Right to Cure Defaults................................................31

34. Further Assurances....................................................31

35. Costs and Expenses....................................................31

36. Indemnification of Agent and Co-Lenders...............................31

37. Construction of Agreement.............................................31

38. Parties Bound, etc....................................................32

39. Complete Agreement....................................................32

40. Governing Law.........................................................32

41. Severability..........................................................32

42. Notices...............................................................32

43. Modification..........................................................33

44. Waivers...............................................................33

45. WAIVER OF TRIAL BY JURY...............................................33

46. Borrowers' Reliance on Agent's Authority..............................33

47. Authorized Representatives of BRT.....................................34

48. Exculpation...........................................................34

Exhibit A        Definition if Certain Terms
Exhibit B        Credit Facility Payment Provisions
Exhibits C-1
and C-2          Form of Credit Facility Notes
Exhibit D        Form of Request for Advance under Credit Facility
Exhibit D-1      Conditions for Inclusion of Additional Properties
Exhibit E        Properties
Exhibit F        Form of Pennsylvania Mortgage
Exhibit G        Form of New Jersey Mortgage
Exhibit H        Form of Assignment of Leases and Rents

Exhibit I        Form of Guaranty of Payment
Exhibit J        Form of Hazardous Material Guaranty and Indemnification
                 Agreement
Exhibit K        Insurance Requirements


Schedule 1       Litigation
Schedule 2       Space Leases
Schedule 3       Other Leases
Schedule 4       Environmental Reports for Properties

CREDIT AGREEMENT

THIS CREDIT AGREEMENT made as of the 30th day of May, 1997, among Smith Barney Mortgage Capital Group, Inc. ("Smith Barney"), a Delaware corporation having an office at 390 Greenwich Street, New York, New York; NationsBank, N.A. ("NationsBank"), a national banking corporation having an office at 8300 Greensboro Drive, McLean, Virginia, acting in its individual capacity (Smith Barney and NationsBank are hereinafter collectively referred to as "Co-Lenders"); Brandywine Realty Trust ("BRT"), a Maryland real estate investment trust having an office at Newtown Square Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania; Brandywine Operating Partnership, L.P. ("BOP"), a Delaware limited partnership having an office at Newtown Square Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania (BRT and BOP are hereinafter collectively referred to as "Borrowers"); and NationsBank, N.A., a national banking association having an office at 8300 Greensboro Drive, McLean, Virginia, acting in its capacity as administrative and documentation agent (NationsBank, N.A., acting in its capacity as administrative and documentation agent, or any successor administrative and documentation agent being so designated being hereinafter referred to as "Agent").

PRELIMINARY STATEMENT

Co-Lenders have agreed on the terms, covenants and provisions of this Agreement hereinafter set forth to extend to Borrowers a credit facility in the principal sum of up to, but not in excess of, $70,000,000 (the "Credit Facility").

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, and to induce Co-Lenders to extend the Credit Facility, Borrowers hereby represent and warrant to and covenant and agree with Co-Lenders as follows:

1. Definitions. All capitalized terms as used in this Agreement shall, unless otherwise defined in this Agreement, have the meanings given to such terms in Exhibit A attached hereto.

2. Credit Facility. The Credit Facility shall be advanced by Co-Lenders to Borrowers in accordance with the provisions of this Agreement hereinafter set forth, and shall be evidenced by, and payable, together with interest thereon, in accordance with the provisions of the Credit Facility Notes and Exhibit B attached hereto. Except as specifically provided for to

the contrary in the Co-Lenders Agreement from time to time, the Credit Facility Notes (the forms of which are attached hereto as Exhibits C-1 and C- 2) shall be secured on a pari passu basis with each other inter alia by the Mortgages and the Assignments of Leases and Rents. Payments under the Credit Facility must be received by Agent prior to 12:00 noon, Charlotte, North Carolina time, for Borrowers to receive credit for such payment that day. The respective undivided percentage interests (the "Credit Facility Percentage Interests") held by Co-Lenders in the Credit Facility on the date of this Agreement are as follows:

                            Percentage
                 Amount      Interest
               ---------    ----------

Smith Barney   $35,000,000      50%

NationsBank    $35,000,000      50%

Each Co-Lender shall be obligated to fund a portion of each advance made under the Credit Facility in accordance with the provisions of this Agreement which is equal to the amount of each such advance multiplied by such Co-Lender's undivided Credit Facility Percentage Interest. Borrowers expressly acknowledge and agree that (i) each Co-Lender directly assumes the obligation to fund, and shall have the sole obligation to fund, its Credit Facility Percentage Interest in each advance of the Credit Facility which is made, or required to be made, by Co-Lenders in accordance with the provisions of this Agreement, (ii) the obligations and liabilities of Co-Lenders in respect of the Credit Facility are several obligations and liabilities and not joint and several obligations and liabilities of Co-Lenders, (iii) Borrowers shall not have the right under any fact or circumstance to look to any other party, including, without limitation, any other Co-Lender, for the funding of the portion of the Credit Facility which is required to be funded by a particular Co-Lender in accordance with the provisions of this Agreement if such Co-Lender shall default in doing so, all risk of such default being assumed in all respects by Borrowers, (iv) the respective rights and obligations of Co-Lenders vis-a-vis one another (including, without limitation, voting and approval rights), shall be as set forth in the Co-Lenders Agreement, and (v) Borrowers shall not have the right to examine or receive a copy of the Co-Lenders Agreement. Subject to the terms and provisions contained therein, the Co-Lenders Agreement provides, among other things, that without the unanimous consent of Co-Lenders, (i) no Collateral may be released other than in accordance with the express provisions of the Credit Facility Documents, (ii) neither Borrowers nor any Guarantor may be released from liability under the Credit Facility Documents, (iii) neither the interest rate nor any other fees or charges payable under the Credit Facility Documents may be changed or modified. Borrowers acknowledge and agree that (i) the voting and approval rights of Co-Lenders are for illustrative purposes only and do not constitute a complete or exhaustive list of decisions upon which Co-Lenders may exercise voting and approval rights, or of the authority of Agent, in respect of the

Credit Facility; provided, however, that Borrowers shall have the right to rely on the advice of Agent as to any action taken or not taken by Co-Lenders or as to any approval given or not given by Co-Lenders or as to the authority of Agent, all as more particularly set forth in paragraph 46 of this Agreement,
(ii) the aforesaid voting and approval rights of Co-Lenders and authority of Agent may at any time subsequent to the closing of the Credit Facility (and without prior notice to or approval by Borrowers) be modified by Co-Lenders either (x) in accordance with the provisions of the Co-Lenders Agreement, or (y) otherwise in the sole and absolute discretion of Co-Lenders, and to the extent pertaining to Agent, with the approval of Agent, and (iii) Borrowers shall in no event or under any circumstances have any right to review, approve or consent to any modification or amendment to the Co-Lenders Agreement, all of which may be made without any notice to or approval by Borrowers, in the sole and absolute discretion of Co-Lenders. Agent shall promptly inform Borrowers of any such change in the voting and approval rights of Co-Lenders or in the authority of Agent, it being agreed that (i) any failure by Agent to so notify Borrowers shall not prevent any such change in voting and approval rights of Co-Lenders or in the authority of Agent from becoming effective, and (ii) neither Agent nor Co-Lenders shall in any event have any liability of any nature whatsoever to Borrowers for any failure by Agent to so notify Borrowers.

3. Maturity Date. The Credit Facility shall mature and shall be payable in full on July 30, 1997 (the "Maturity Date"). Co-Lenders shall have no obligation to make any advance under the Credit Facility subsequent to July 30, 1997.

4. Use of Proceeds and Maximum Amount Available. The Credit Facility shall be available solely to finance the acquisition by Borrowers of the Pending Properties and Additional Properties. The inclusion of Additional Properties in the collateral pool for the Credit Facility shall be at the option of Borrowers, and the acceptance of the same for inclusion in the Credit Facility shall be subject to satisfaction of the conditions set forth in paragraph 6A of this Agreement. Each time there is a change in the maximum amount available under the Credit Facility as a result of the acceptance and inclusion of a Pending Property or an Additional Property as part of the collateral pool for the Credit Facility in accordance with the provisions of paragraph 6A of this Agreement, a reduction in the outstanding Principal Balance of the Credit Facility in order to restore compliance with one or more of the financial covenants set forth in paragraph 11 and paragraph 13 of this Agreement, or as a result of any other fact or circumstance or the application of any other provisions set forth in this Agreement or the other Credit Facility Documents, Agent shall prepare (on behalf of Co-Lenders) and shall deliver to Co-Lenders and Borrowers a statement setting forth the change in the maximum amount available under the Credit Facility and the manner in which such change and such adjusted maximum amount available under the Credit Facility were calculated, which statement shall be promptly acknowledged and confirmed by Borrowers and Co-Lenders, shall be conclusive and binding upon Borrowers absent manifest error, and shall remain in effect until the next such statement is prepared and circulated by Agent.

5. Advance of the Credit Facility. Co-Lenders shall not be obligated to make an advance under the Credit Facility unless Co-Lenders are satisfied that the conditions precedent for the making of such advance under the Credit Facility as set forth in this Agreement and the other Credit

Facility Documents have been satisfied. Borrowers shall not have the right (other than as provided in the next sentence) to obtain more than one advance per month under the Credit Facility. Notwithstanding the foregoing, Borrowers shall have the right to obtain more than one advance under the Credit Facility per month if such additional advance is being made solely in connection with the acquisition of a Pending Property or an Additional Property. Each request by Borrowers for an advance under the Credit Facility shall be in writing to Agent, shall be for an amount not less than $3,000,000 (except with respect to the last remaining available advance under the Credit Facility), shall specify the purposes for which such advance is requested (which purposes shall be limited to the permitted purposes set forth in paragraph 4 of this Agreement), shall in each case be signed by a duly authorized representative of Borrowers and shall be in the form attached hereto as Exhibit D (a "Request for Advance"). Each Request for Advance shall be delivered to Agent not less than five (5) business days prior to the date upon which such advance is requested. Co-Lenders shall not be obligated to make an advance under the Credit Facility unless Borrowers have delivered, or caused to be delivered, to Agent a Request for Advance at least five (5) business days prior to the date upon which such advance is requested. Co-Lenders shall not readvance any portion of the Credit Facility which is paid.

6. Condition to Advances. Co-Lenders' obligation to make each advance under the Credit Facility shall be subject to satisfaction of each of the following additional conditions:

(i) No default shall have occurred and shall be continuing under the Credit Facility Documents.

(ii) All affirmative and negative covenants and representations and warranties contained in this Agreement and the other Credit Facility Documents and all of the other terms, covenants and conditions contained in the Credit Facility Documents shall continue to be complied with both before and after the making of each advance under the Credit Facility.

(iii) Agent shall be satisfied that each of the title insurance policies insuring the respective liens of the Mortgages will subsequent to the making of each advance under the Credit Facility continue to insure the respective liens of the Mortgages as first liens (subject only to the Permitted Title Exceptions) on each of the Properties constituting part of the collateral pool for the Credit Facility for an amount equal to the Credit Facility Outstanding after the making of each such advance under the Credit Facility, it being the intent that the respective liens of the Mortgages will at all times be insured as first liens on the Properties from time to time constituting part of the collateral pool for the Credit Facility for an amount which is at all times at least equal to the Credit Facility Outstanding from time to time and subject only to the Permitted Title Exceptions. In this regard, Borrowers shall be obligated as a condition precedent to each advance under the Credit Facility to deliver to Agent such continuations of title and endorsement to the title insurance policies insuring the respective liens of the Mortgages as may be

reasonably required by Co-Lenders to evidence compliance with the provisions of this subparagraph.

(iv) All of the other terms and conditions set forth in this Agreement and the other Credit Facility Documents pertaining to advances of the Credit Facility shall have been satisfied.

6A. Additional Properties. From time to time after the date hereof, Borrowers shall have the right to request that one or more Additional Properties be included in the collateral pool for the Credit Facility. If Borrowers wish to submit an Additional Property for inclusion in the collateral pool for the Credit Facility, Borrowers shall notify Agent in writing of their desire to do so at least forty five (45) days prior to the date upon which Borrowers wish to include such Additional Property in the collateral pool for the Credit Facility, and shall at Borrowers' sole cost and expense cause all of the terms and conditions more particularly set forth in Exhibit D-1 attached hereto to be satisfied with respect to the Additional Property, all with the same force and effect as if the Additional Property had constituted part of the original collateral pool for the Credit Facility. An Additional Property shall not be included in the collateral pool for the Credit Facility unless (i) all of the aforesaid terms and conditions are met to the satisfaction of Co-Lenders, (ii) the Additional Property shall in the opinion of Co-Lenders be at least comparable in quality to the Initial Properties, (iii) all of the affirmative and negative covenants and all of the representations and warranties contained in this Agreement and the other Credit Facility Documents and all of the other terms, covenants and provisions of the Credit Facility Documents shall continue to be complied with after the inclusion of the Additional Property in the collateral pool for the Credit Facility, and (iv) the inclusion of the Additional Property in the collateral pool for the Credit Facility is otherwise unanimously approved by Co-Lenders, it being agreed that Co-Lenders shall in no event or under any circumstance have any liability to Borrowers or any other person, party or entity as the result of their decision not to accept an Additional Property for inclusion in the collateral pool for the Credit Facility. Agent shall inform Borrowers within fifteen (15) days after submission by Borrowers of all of the Required Due Diligence Materials for an Additional Property as to whether the Additional Property has been approved for inclusion in the collateral pool for the Credit Facility by Co-Lenders.

7. Collateral. The Credit Facility Notes shall be secured on a pari passu basis with each other inter alia by the Mortgages and the Assignments of Leases and Rents. The Owned Properties which will constitute the initial collateral pool for the Credit Facility and the Pending Properties which will be added to the collateral pool for the Credit Facility simultaneous with BOP's acquisition thereof are described in Exhibit E attached hereto. Each Mortgage covering a Property located in Pennsylvania shall be substantially in the form of the mortgage attached hereto as Exhibit F, each mortgage covering Property located in New Jersey shall be substantially in the form of the mortgage attached hereto as Exhibit G, and each Assignment of Leases and Rents shall be substantially in the form attached hereto as Exhibit H, with such changes therein as may be necessary (i) to reflect the interests in the Property or other Collateral to be encumbered thereby and the ownership thereof, and (ii) to reflect the specific terms and conditions which are applicable thereto, including, without limitation, any necessary changes as may be reasonably required by Co-Lenders. In addition to the foregoing, and as a condition precedent to the closing of

the Credit Facility, (i) Guarantors shall execute and deliver the Guaranty of Payment in the form of Exhibit I attached hereto, and (ii) Borrowers and Guarantors shall execute and deliver the Hazardous Material Guaranty and Indemnification Agreement in the form of Exhibit J attached hereto.

8. New Debt or Equity Offering. The net cash proceeds of any new debt or equity offering by Borrowers or their respective subsidiaries or Affiliates shall (unless otherwise agreed to by Co-Lenders in the exercise of their sole and absolute discretion) be applied first to the reduction of the outstanding Principal Balance of the Credit Facility, and next to the reduction of the outstanding principal balance of the Existing Credit Facility in accordance with the provisions of the Existing Credit Agreement. The net proceeds of any new debt or equity offering by BRT may first be contributed by BRT to BOP so long as the full amount of such net proceeds shall immediately upon receipt by BOP be applied in accordance with the preceding sentence.

9. Restrictions on Transfer and Further Encumbrance. Except as otherwise expressly provided to the contrary in the Credit Facility Documents, no part of the Properties nor any interest of any nature whatsoever therein (whether legal or beneficial or whether held directly or indirectly), nor any interest of any nature whatsoever in Borrowers (whether partnership, stock, equity, beneficial, profit, loss or otherwise or whether held directly or indirectly, other than stock of BRT and limited partnership interests in BOP issued to transferring persons, parties or entities as partial or total consideration for the transfer of properties to BOP and irrespective of whether constituting part of the collateral pool for the Credit Facility), shall in any manner be further encumbered, sold, transferred, assigned or conveyed, or permitted to be further encumbered, sold, transferred, assigned or conveyed without the prior consent of Co-Lenders, which consent in any and all circumstances may be withheld in the sole and absolute discretion of Co-Lenders. The provisions of the foregoing sentence of this paragraph shall apply to each and every such further encumbrance, sale, transfer, assignment or conveyance, regardless of whether or not Co-Lenders have consented to, or waived by their action or inaction their rights hereunder with respect to, any such previous further encumbrance, sale, transfer, assignment or conveyance, and irrespective of whether such further encumbrance, sale, transfer, assignment or conveyance is voluntary, by reason of operation of law or is otherwise made. Until the Debt has been paid in full, and unless otherwise consented to the contrary by Co-Lenders in the exercise of their sole and absolute discretion, (i) not less than a 75% interest in BOP shall at all times be owned and controlled by BRT, and which interest shall at all times remain unencumbered other than by the Credit Facility Documents and the Existing Credit Facility Documents, (ii) the sole general partner of BOP shall at all times be BRT and BRT shall not encumber, sell, transfer, assign or convey its general partner interest in the BOP, other than by the Credit Facility Documents, and (iii) the management and day to day operations of BRT and BOP shall at all times be under the active control of BRSC, or another management company of comparable experience and credentials and which is otherwise reasonably acceptable to Co-Lenders. Nothing contained in this paragraph or elsewhere in this Agreement or the other Credit Facility Documents shall be deemed or construed to restrict in any manner whatsoever BRT's ability to issue any common stock or beneficial shares of beneficial interests in BRT, or the transferability of shares in BRT or limited partnership units in BOP, or BOP's ability to issue additional limited partnership units in accordance with the provisions of its agreement of limited partnership, it being agreed that additional partnership units in BOP

will only be issued as consideration in whole or in part for properties being acquired by Borrowers in compliance with the provisions of the Existing Credit Agreement. In addition, and upon prior notice to Co-Lenders, WOP and the ownership of its assets may be consolidated into BOP pursuant to documents and procedures which are in form and substance reasonably satisfactory to Co-Lenders.

10. Commitment Fee. In consideration of Co-Lenders extending to Borrowers the Credit Facility in accordance with the provisions of the Credit Facility Documents, Borrowers shall pay to Co-Lenders on the date of execution and delivery of this Agreement, and as a condition precedent to the first advance of the Credit Facility, a commitment fee (the "Commitment Fee") of $87,500, which Commitment Fee shall be divided pro rata between Co-Lenders, shall be deemed earned in full by Co-Lenders upon payment by Borrowers, and shall in no event be refundable in whole or in part.

11. Loan to Value Requirement. In no event will the aggregate Credit Facility Outstanding at any given time during the term of the Credit Facility exceed sixty percent (60%) of the aggregate Approved Value of the Properties from time to time constituting part of the collateral for the Credit Facility (the "Loan to Value Requirement"). If at any time the Loan to Value Requirement shall cease to be satisfied, Borrowers shall within ten (10) business days after demand by Agent either (i) pay the outstanding Principal Balance of the Credit Facility down by an amount sufficient to restore compliance with the Loan to Value Requirement, or (ii) deliver to Agent additional collateral for the Credit Facility consisting of unencumbered improved property which is satisfactory in all respects to Co-Lenders and sufficient in the opinion of Co-Lenders to restore compliance with the Loan to Value Requirement.

12. Representations and Warranties. Borrowers hereby represent and warrant to Co-Lenders as follows:

(a) BOP is and will continue to be a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; BRT is and will continue to be a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland and is and will at all times continue to maintain its tax status as a REIT under Section 856 of the Internal Revenue Code; WOP is and will continue to be a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware; BRP is and will continue to be a general partnership duly formed, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania; BRSC and BHI are and will continue to be corporations duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania; each Borrower and each Guarantor is and will continue to be duly licensed and qualified as a foreign partnership, corporation or otherwise in each jurisdiction in which a Property is located or failure to be qualified or licensed would have a materially adverse effect on any Borrower, any Guarantor, any Property or other Collateral or

on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor; each Borrower has and will continue to have all requisite power and authority to borrow under the Credit Facility and to execute and deliver, and to observe and perform all of its obligations under, this Agreement and the other Credit Facility Documents; each Guarantor has and will continue to have all requisite power and authority to execute and deliver, and to observe and perform all of its obligations under the Credit Facility Documents; BRT has and will continue to have all requisite power and authority to be the sole general partner of BOP and a general partner of BRP (unless and until such general partnership interest is transferred by BRT to BOP) and to execute and deliver on behalf of BOP, as its sole general partner, and on behalf of BRP, as one of its general partners, all of the Credit Facility Documents, and to observe and perform all of its obligations, as the sole general partner of BOP and as one of the general partners of BRP (unless and until such general partnership interest is transferred by BRT to BOP), under the Credit Facility Documents; BHI has and will continue to have all requisite power and authority to be the sole general partner of WOP and to execute and deliver on behalf of WOP, as its sole general partner, all of the Credit Facility Documents, and to observe all of its obligations, as the sole general partner of WOP under the Credit Facility Documents; and each Borrower and each Guarantor has and will continue to have all requisite power and authority to own their respective assets and property and to carry on the business in which they are engaged.

(b) The execution, delivery and performance by Borrowers of this Agreement and the other Credit Facility Document, the borrowings by the Borrowers under the Agreement and the other Credit Facility Documents, and the execution, delivery and performance by Borrowers, and by BRT, individually and as the sole general partner of BOP and as a general partner of BRP, and by BHI, as the sole general partner of WOP, and by BOP, individually, and by WOP individually, and by Guarantors of all other agreements and instruments (not mentioned above) to be executed and delivered by them pursuant hereto or thereto or in connection herewith or therewith, have been or will be duly authorized by all necessary corporate action (including any necessary stockholder action), partnership action or other action on the part of each of them, and do not and will not
(i) violate (A) any provision of any law, rule, regulation, order, writ, judgment, decree, determination or award presently in effect having applicability to any Borrower or Guarantor of any of the organizational documents of any Borrower or Guarantor, or (B) any indenture, agreement or other instrument to which any Borrower or Guarantor is a party, or by which any Borrower or Guarantor or any of their respective property or assets is bound, except in cases where such violation will not have a materially adverse effect on any Property, any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrowers or Guarantor, or (ii) be in conflict with, result in a breach of or constitute (with due notice or lapse

of time or both) a default under any such indenture, agreement or other instrument, except in cases where such conflict, breach or default will not have a materially adverse effect on any Property, any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor, or (iii) result in or require
(except as specifically contemplated by this Agreement)
the creation or imposition of any lien of any nature upon any of the assets or property of any Borrower or Guarantor. This Agreement has been duly executed and constitutes, and (when executed and delivered by Borrowers and/or Guarantors, as applicable) each other Credit Facility Document now or hereafter executed and delivered by Borrowers and/or the Guarantors pursuant hereto or thereto or in connection herewith, or therewith, will each constitute the legal, valid and binding obligation of Borrowers and/or Guarantors respectively, enforceable against them in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and by moratorium laws from time to time in effect. No authorization, consent, approval, license or formal exemption from, nor any filing, declaration or registration with, any court, governmental agency or regulatory authority (Federal, state, local or foreign), including, without limitation, the Securities and Exchange Commission, or with any securities exchange, is required by Borrowers or Guarantor in connection with the making and performance by Borrowers of this Agreement or the Credit Facility Notes or with respect to the borrowings hereunder or for the execution, delivery and performance by Borrowers and Guarantors of the other Credit Facility Documents, except for those already obtained or completed.

(c) When duly recorded or filed in the appropriate public records, the Mortgages and the Financing Statements shall each create in the Co-Lenders, valid and perfected first liens upon the property subject thereto and no further action will be required to perfect such liens. The representations in this subparagraph are limited to Borrowers' review of the title policies insuring the respective liens of the Mortgages and their own actual knowledge.

(d) The December 31, 1996, audited consolidated financial statements and the December 31, 1996 annual unaudited consolidating financial statements of Borrowers previously delivered by Borrowers to Co-Lenders are correct in all material respects and fairly set forth the financial condition of Borrowers, respectively, as of December 31, 1996, and the results of Borrowers' respective operations and changes in respective financial position for the period then ended, all in accordance with GAAP. Since December 31, 1996, there has not occurred any material adverse change in the business, assets, operations, property or financial or other condition of Borrowers.

(e) All quarterly consolidated and consolidating unaudited financial statements for the calendar quarter ending

March 31, 1997 of Borrowers previously delivered by Borrowers to Co-Lenders are correct in all material respects and fairly set forth the financial condition of Borrowers, as of the dates set forth therein, and the results of Borrowers' operations and changes in Borrowers' respective financial position for the period then ended, all in accordance with GAAP. Since the date of such statements delivered by Borrowers, there has not occurred any material adverse change in the business, assets, operations, property or financial or other condition of Borrowers.

(f) All quarterly unaudited individual and consolidated operating statements and all annual individual and consolidated operating statements previously delivered by Borrowers to Co-Lenders with respect to the Initial Properties are correct in all material respects and fairly set forth the operating results of the Initial Properties as of the dates set forth therein, and the results of each Initial Property's respective operations and changes in each Initial Property's operating activities for the period then ended. Since the date of such statements, there has not occurred any material adverse change in the operations of any Initial Property.

(g) Except as set forth on Schedule 1 attached to this Agreement, there are no actions, suits or proceedings pending or, to the best knowledge of Borrowers, threatened against any Borrower, any Guarantor or any of their respective properties or assets by or before any court or any Federal, state, local, foreign or other governmental agency or regulatory authority which, in the reasonable judgment of Borrowers, after consultation with counsel, would have or could reasonably be expected to have a materially adverse effect on any Property or any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor or would or could reasonably be expected to materially impair the ability of any Borrower or Guarantor to perform their respective obligations under this Agreement, the Credit Facility Notes and the other Credit Facility Documents, or would otherwise be required to be reported under applicable Federal or state securities laws.

(h) Borrowers own fee title to, or a leasehold estate in, or other title or ownership interest in all their respective properties and assets including, without limitation, the properties and assets reflected on the audited consolidated financial statements referred to in subparagraph (d) above and assets and properties acquired since December 31, 1996.

(i) BOP owns fee title to all of the Owned Properties and will, upon the acquisition of title thereto, own fee title to the Pending Properties. Subject to the preceding sentence, fee title to the Properties is and will continue to be owned and held by BOP free and clear of all liens and monetary encumbrances of any nature whatsoever (except for the Permitted Title Exceptions). All non-monetary encumbrances affecting the Properties either benefit the Properties or

enhance the integrated use, operation and management of the Properties or do not otherwise have a materially adverse effect on the title, ownership, value, use or operation of any of the Properties.

(j) Each Borrower and Guarantor has filed or caused to be filed all United States and state income tax returns which are required to be filed and has paid or caused to be paid all taxes shown on such returns or on any assessment made against it, except in cases where such a failure to file or to pay would not have a materially adverse effect on any Property, any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor. Each Borrower and Guarantor has filed or caused to be filed all United States, state, local and foreign tax returns (other than income tax returns) which are required to be filed and has paid or caused to be paid all taxes shown on such returns or on any assessment made against it and all other taxes, fees or other charges imposed on it by any governmental authority, agency or instrumentality which have become due and payable (other than taxes, assessments, fees and other charges the validity or amount of which is being contested in good faith by appropriate proceeding
[and otherwise in compliance with the general requirements for contesting Taxes, as more specifically set forth in paragraph 17 of this Agreement] or the failure to pay which would not have a materially adverse effect on any Property, any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor). No tax liens have been filed against any Borrower or Guarantor or against their respective assets and property (other than those the validity or amount of which is being contested in good faith by appropriate proceedings [and otherwise in compliance with the general requirements for contesting Taxes, as more specifically set forth in paragraph 17 of this Agreement] or the foreclosure of which would not have a materially adverse effect on any Property, any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor), and no material claims are being asserted in respect of any taxes (other than those being contested as aforesaid or those that are not material as aforesaid).

(k) Neither any Borrower, nor any Guarantor is in default in any respect under or in respect of any contract, agreement or other instrument to which it is a party or by which it or its property or assets may be bound, except in cases where such default has no materially adverse effect on any Property, any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor. No Event of Default described in paragraph 31 hereof has occurred and is continuing and no event has occurred which but for notice, lapse of time, or both, would constitute an Event of Default. Neither any Borrower, nor any Guarantor is in default under any order, judgment, award or decree of any court, arbitrator or other governmental authority binding upon or affecting it or by which any of its

property or assets may be bound or affected, except in cases where such default has no materially adverse effect on any Property, any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor, and no such order, judgment, award or decree materially adversely affects the ability of any Borrower or Guarantor to carry on its business as now conducted or the ability of any Borrower or Guarantor to perform their respective obligations under this Agreement, the Credit Facility Notes and the other Credit Facility Documents.

(l) Each Borrower and Guarantor maintains with financially sound and reputable insurance companies, with premiums at all times currently paid, property and casualty insurance upon fixed assets and inventories, public liability insurance, fidelity bond coverage, business interruption insurance, and all insurance required by law, all in form and amounts required by law and customary to the respective natures of their businesses and properties, and including, without limitation, the Insurance Policies required pursuant to paragraph 18 of this Agreement, except in cases where failure to maintain such insurance will not have or potentially have a materially adverse effect on any Property, any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor.

(m) Neither this Agreement, any other Credit Facility Document nor any document, financial statement, report, notice, schedule, certificate, statement or other writing furnished to or to be furnished to Co-Lender by any Borrower or Guarantor in connection with the Credit Facility or otherwise in connection with the transaction contemplated hereby, contains or will contain any untrue or misleading statement of, or omission of, any material fact as of the date upon which the same is so furnished.

(n) All of the Properties and their use comply and will continue to comply in all material respects with all applicable zoning resolutions, building codes, fire safety, subdivision and other applicable laws, rules and regulations including, without limitation, and to the best knowledge of Borrowers (which knowledge is based solely upon reports of the inspecting engineers who have prepared structural and engineering reports with respect to Properties) the Americans with Disabilities Act.

(o) No portion of any Property nor any improvements located on any Premises which are material to the operation, use or value of a Property are damaged or injured in any material respect as a result of any fire, explosion, accident, flood or other casualty.

(p) Except for the Leases described on Schedule 2 attached to this Agreement and the other leases described on Schedule 3 attached to this Agreement, there are no other leases, management and/or leasing agreements for, concerning or with

respect to any of the Properties or any portions thereof, including any personal property located thereon.

(q) No condemnation or eminent domain proceeding has been commenced or to the knowledge of Borrowers is threatened against any Property.

(r) Borrowers have no knowledge of any notices of any violation of Federal law or municipal ordinances or orders or requirements of the States in which the Properties are located or any municipal department or other governmental authority which remain uncured.

(s) There exists no default by any Borrower under any deed of trust, mortgage, pledge or other security agreement affecting any Property or any other Collateral, or any portion thereof, or under any Material Agreement pertaining to any Property, or by which any portion of any of the Properties or the other Collateral may be bound, except where such default does not and will not have a material adverse effect on any Property, or any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor.

(t) Neither any Borrower nor any Guarantor is engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock (within the meaning of Regulation G or U of the Board of Governors of the Federal Reserve System of the United States). No part of the proceeds of any advance made under the Credit Facility will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for the purpose of repaying any loan the pro ceeds of which were used for such purpose. If requested by Agent, Borrowers will furnish to Agent a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in said Regulation U. No part of the proceeds of any advance made under the Credit Facility will be used for any purpose that violates, or which is inconsistent with, the provisions of Regulation G, T, U or X or any other regulation of the Board of Governors of the Federal Reserve System of the United States.

(u) Neither any Borrower nor any Guarantor has taken any action which would cause it to become an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA"), or a "governmental plan" as defined in Section 3(32) of ERISA, or a "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code, or which would cause its assets to become "plan assets" as defined in 29 C.F.R. Section 2510.3-101.

(v) The proceeds of any and all advances under the Credit Facility shall be used for the purposes set forth in paragraph 4 of this Agreement and for no other purposes.

(w) BRT and BOP taken as a whole are each, and after giving effect to all of the transactions contemplated by this Agreement and the other Credit Facility Documents, will each continue to be, in a solvent condition. As used herein, "solvent" means, when used with respect to any Person, that (i) the present fair saleable value of such Person's assets is in excess of the total amount of its liabilities (including contingent liabilities); (ii) such Person is able to pay its debts as they become due; and (iii) such Person does not have unreasonably small capital to carry on such Person's business as theretofore operated and all businesses in which such Person is about to engage.

(x) Each Borrower is not, and will by such acts as may be necessary, continue not to be, an investment company within the meaning of the Investment Company Act of 1940.

(y) No Borrower is a "holding company" or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company," or of a "subsidiary company" of a "holding company," within the definitions of the Public Utility Holding Company Act of 1935, as amended.

(z) Borrowers have dealt with no brokers in connection with the Credit Facility, and no brokerage fees or commissions are payable by or to any Person in connection with this Agreement or the Credit Facility. Co-Lenders shall not be responsible for the payment of any fees or commissions to any broker and Borrowers shall indemnify, defend and hold Co-Lenders harmless from and against any claims, liabilities, obligations, damages, costs and expenses (including reasonable attorneys' fees and disbursements) made against or incurred by Co-Lenders as a result of claims made or actions instituted by any broker or Person claiming by, through or under Borrowers in connection with the Credit Facility.

(aa) No aspect of any of the transactions contemplated herein violate or will violate any usury laws or laws regarding the validity of agreements to pay interest in effect on the date hereof.

(bb) No Borrower is a "foreign person" within the meaning of Section 1445 or 7701 of the Internal Revenue Code.

(cc) No Borrower uses a trade name and no Borrower has conducted or presently conducts business under any name other than its actual name set forth herein. The principal place of business of each Borrower is as stated in the recitals hereto.

The representations and warranties of Borrowers under this paragraph shall be deemed to be continuing representations and warranties which may at all times during the term of the Credit Facility be relied upon by Co-Lenders (and each Participant) unless Agent shall have been informed by Borrowers of any change in fact or circumstance which would affect the continuing accuracy of the representations and warranties set forth in this paragraph. Borrowers shall promptly inform Agent (but in no event later than five (5) business days after Borrowers shall have actual knowledge thereof) of the occurrence of any fact,

circumstance or event which would change or materially affect in any way the continuing accuracy of the representations and warranties set forth in this paragraph or which would render any such representation or warranty inaccurate or false in any material respect.

13. Covenants. Borrowers shall observe and perform and shall cause Guarantors to observe and perform, as applicable, at all times during the term of the Credit Facility the following covenants:

(a) BRT and BOP shall at all times during the term of the Credit Facility maintain a net worth (i.e. value of total assets less total liabilities, as determined on the basis of generally accepted accounting principles consistently applied) of at least the aggregate of $100,000,000 plus ninety (90%) percent of the net proceeds (i.e., after the expenses incurred in connection with such offerings) of all equity offerings by BRT or BOP after the date of this Agreement. In determining the aforesaid net worth, Co-Lenders shall give credit to the issued and outstanding Series A Convertible Preferred Stock held by the Voting Trust dated November 6, 1996 for the benefit of the Commonwealth of Pennsylvania State Employees Retirement System.

(b) In the case of BRT, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence as a real estate investment trust and its tax status as a REIT under
Section 856 of the Internal Revenue Code.

(c) Comply in all material respects with, and do or cause to be done all things necessary to preserve, renew and keep in full force and effect, its material rights, licenses, permits and franchises and the rights and franchises, pertaining to or comprising part of the Properties or the other Collateral unless the failure to do so does not have a material adverse effect on any Property or any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor; comply with all laws, rules and regulations applicable to it except where the failure to do so does not have a material adverse effect on any Property or any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor; at all times maintain and preserve all property used or useful in the conduct of its business and keep the same in good repair, working order and condition, and from time to time make, or cause to be made, all repairs, renewals and replacements thereto, so that the business carried on in connection therewith may be properly conducted at all times except where the failure to do so does not have a material adverse effect on any Property or any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor;

(d) Keep its insurable properties adequately insured at all times; maintain such other insurance, to such extent and against such risks, including fire and other risks insured

against by extended coverage, as is customary with companies in the same or similar businesses; maintain in full force and effect public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it in such amount as it shall reasonably deem necessary; and maintain such other insurance as may be required by law.

(e) Borrowers (i) shall comply in all material respects with the requirements of, and to the extent within Borrowers' control, maintain, preserve, enforce and renew rights of way, easements, grants, privileges, licenses and restrictive covenants which from time to time affect or pertain to the whole or any portion of a Property, (ii) shall not modify, amend or terminate any rights of way, easements, grants, privileges, licenses or restrictive covenants which from time to time affect or pertain to the whole or any portion of a Property, and (iii) shall not without obtaining the prior consent of Co-Lenders (which consent shall not be unreasonably withheld or delayed) modify, amend or terminate, or surrender any of its rights under, any of such rights of way, easements, grants, privileges, licenses or restrictive covenants, unless, with respect to a modification or amendment referred to in clauses (ii) and (iii) only, such modification or amendment would not have an adverse effect on any Property, any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor.

(f) Borrowers shall at all times comply with and shall cause the Properties to continue to comply with all existing and future governmental laws, orders, ordinances, rules and regulations affecting the Properties, or any portion thereof or the use thereof, except where the failure to do so does not have a material adverse effect on any Property or any other Collateral or on the business assets, operations, property, financial or other condition of any Borrower or Guarantor.

(g) Promptly repair, replace or rebuild any part of a Property which may be damaged or destroyed by fire or other property hazard or casualty (including any fire or other property hazard or casualty for which insurance was not obtained or obtainable) or which may be affected by any taking by any public or quasi-public authority through eminent domain or otherwise, and shall complete and pay for, within a reasonable time, any portion of any Property which is at any time in the process of renovation or repair.

(h) Observe and perform each and every term to be observed or performed by Borrowers pursuant to the terms of any agreement or recorded instrument affecting or pertaining to the Properties, except where the failure to do so does not have a material adverse effect on any Property or any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or any Guarantor.

(i) Observe and perform, and cause to be observed and performed, all of the terms, covenants and provisions contained in the Credit Facility Documents and in the Existing Credit Facility Documents.

(j) Borrowers will not, without obtaining the prior consent of Co-Lenders, initiate, join in or consent to any private restrictive covenant, zoning ordinance, or other public or private restrictions, limiting or adversely affecting the uses which may be made of the Properties or any part thereof.

(k) Pay all of its indebtedness and obligations promptly and in accordance with their terms (other than such indebtedness and obligations, the validity or amount of which is being contested in good faith by appropriate proceeding [and otherwise in compliance with the general requirements for contesting Taxes, as more specifically set forth in paragraph 17 of this Agreement] or where the failure to pay would not have a materially adverse effect on any Property, any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor) and pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise which, if unpaid, might become a lien upon such properties or any part thereof (except for such taxes, assessments, governmental charges or levies, or such claims, the validity or amount of which is being contested in good faith by appropriate proceeding [and otherwise in compliance with the general requirements for contesting Taxes, as more specifically set forth in paragraph 17 of this Agreement] or where the failure to pay would not have a materially adverse effect on any Property, any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor).

(l) Furnish to Co-Lenders all financial statements and information required pursuant to the provisions of this Agreement and the other Credit Facility Documents, it being understood that such financial information shall be delivered by Borrowers to Agent for distribution by Agent to Co-Lenders.

(m) Give Agent prompt written notice of (i) the occurrence and nature of any Event of Default; (ii) the occurrence and nature of any event which has resulted in, or which Borrowers believes will result in, a materially adverse change in any Property or any other Collateral or in the condition or operations of any Property or in the financial condition or operations of any Borrower or Guarantor; or (iii) any matter (other than those specified above as to which Co-Lenders have received due notice) which has resulted in, or which Borrowers reasonably believe will result in, a materially adverse change in any Property or any Collateral or in the condition or operations of any Property or in the financial condition or operations of any Borrower or Guarantor.

(n) Unless Co-Lenders shall have previously consented in writing, neither any Borrower nor any Guarantor (i) will take any action which would cause it to become an "employee benefit plan" as defined in Section 3(3) of ERISA, or a "governmental plan" as defined in Section 3(32) of ERISA, or a "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code, or its assets to become "plan assets" as defined in 29 C.F.R. Section 2510.3-101, or (ii) will sell, assign or transfer its respective property, or any portion thereof or interest therein (other than a lease entered into in conformity with the provisions of this Agreement), to any transferee which does not execute and deliver to Co-Lenders its written assumption of the obligations of this covenant. Each Borrower further covenants and agrees to protect, defend, indemnify and hold Co-Lenders harmless from and against all loss, cost, damage and expense (including without limitation, all excise taxes, costs of correcting any prohibited transaction or obtaining an appropriate exemption and reasonable attorneys' fees) which Co-Lenders may incur as a result of breach of this covenant by any Borrowers or Guarantor. This indemnity shall survive the repayment or retirement of the Credit Facility.

(o) Borrowers shall not without the prior consent and approval of Co-Lenders enter into, modify, amend or terminate (in whole or in part) any Lease covering 20,000 square feet or more of space located in any Property from time to time constituting part of the collateral pool for the Credit Facility. Borrowers shall not enter into any Lease covering less than 20,000 square feet of space located in the Improvements unless such Lease is in a form approved by Co-Lenders (with such changes therein as may be consistent with normal and prudent business practices pertaining to comparable leases of space in properties which are similar to the Property in question and otherwise consistent with Borrowers' usual business practices), and at rents and otherwise on terms which are consistent with prevailing market conditions, as reasonably determined by Borrowers, and Borrowers shall not terminate any such Leases other than in accordance with normal and prudent business practices. Co-Lenders shall within ten (10) business days after delivery by Borrowers to Agent of a term sheet setting forth in detail the proposed terms for any Lease in excess of 20,000 square feet indicate to Borrowers whether such terms have been approved (subject to review and approval of the final draft of such Lease by Co-Lenders). Co-Lenders shall indicate to Borrowers within ten (10) business days after delivery by Borrowers to Agent of the final draft of any Lease covering in excess of 10,000 square feet (and irrespective of whether a term sheet has first been submitted to Co-Lenders for approval with respect thereto) whether Co-Lenders have approved such Lease, such approval not to be unreasonably withheld or delayed. If Co-Lenders do not indicate to Borrowers within ten (10) business days after receipt by Agent of any such term sheet or any such Lease pursuant to the provisions of this subparagraph, as the case may be, either their approval or disapproval of the same, such approval shall be deemed to have been granted so long as the

request for such approval indicates in bold type that failure to approve or disapprove such term sheet or Lease, as the case may be, within ten (10) business days after receipt shall be deemed to constitute the approval of Co-Lenders. Borrowers shall enforce the obligation of the tenants under the Leases and shall observe and perform the terms, covenants and provisions of the Leases on Borrowers' respective parts to be observed and performed.

(p) Cause all taxes, assessments, water rates, sewer rates and other charges with respect to the Properties to be paid prior to the date upon which any fine, penalty, interest or cost may be added thereto or imposed by law for the non-payment thereof (other than those the validity or amount of which is being contested in good faith by appropriate proceedings [and otherwise in compliance with the general requirements for contesting Taxes, as more specifically set forth in paragraph 17 of this Agreement] or the non-payment of which would not have a materially adverse effect on any Property, any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor).

(q) Cause all income taxes, corporate franchise taxes and other fees payable by each Borrower and Guarantor or otherwise pertaining to the Properties or the Collateral to be paid as and when the same become due and payable (other than those the validity or amount of which is being contested in good faith by appropriate proceedings [and otherwise in compliance with the general requirements for contesting Taxes, as more specifically set forth in paragraph 17 of this Agreement] or the non-payment of which would not have a materially adverse effect on any Property, any other Collat eral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor).

(r) Cause to be observed and performed each and every term, covenant and provision of any partnership agreement, joint venture agreement, tenancy-in-common agreement, condominium agreement, Lease and property agreement relating to any Property or any other Collateral on the part of a Borrower, a Guarantor or any Person under their control to be observed and performed and cause to be taken all steps (short of the termination of any Lease) necessary to enforce their respective rights thereunder. No such partnership agreement, joint venture or tenancy-in-common agreement, condominium agreement or property agreement shall be in any manner modified, amended or terminated without the prior consent of Co-Lenders unless such agreement would not have a materially adverse effect on any Property, any other Collateral or on the business assets, operations, property or financial or other condition of any Borrower or any Guarantor. Notwithstanding the provisions of the foregoing sentence, no such partnership agreement pertaining to BOP, BRP or WOP shall be modified, amended or terminated in any respect without the prior consent of Co-Lenders in each and every case.

(s) Each request for an advance under the Credit Facility without further act or instrument shall constitute a reaffirmation by Borrowers, of each of the representations and warranties set forth in this Agreement and in each of the other Credit Facility Documents, which reaffirmation shall be a condition precedent to Co-Lenders' obligation to make advances under the Credit Facility.

(t) Take all necessary action to maintain the Properties and the other Collateral in good condition and repair and will not commit or suffer to be committed any waste with respect thereto. The failure of Borrowers to pay any Taxes or any installment thereof (other than those the validity or amount of which is being contested in good faith by appropriate proceedings [and otherwise in compliance with the general requirements for contesting Taxes, as more specifically set forth in paragraph 17 of this Agreement] or the non-payment of which would not have a materially adverse effect on any Property, any other Collateral or on the business, assets, operations, property or financial or other condition of any Borrower or Guarantor), or any Insurance Premiums payable with respect to any of the Insurance Policies covering the Properties or any portion thereof, or to use and apply the Rents strictly in accordance with the provisions of the Credit Facility Documents, shall be deemed for all purposes to constitute waste, regardless of whether the same would, in the absence of this provision, otherwise constitute waste under applicable law.

(u) Except as expressly permitted in accordance with the provisions of this Agreement or the other Credit Facility Documents, neither the Properties nor the other Collateral nor any portion thereof nor any interest therein or in any Borrower shall in any manner be further encumbered, sold, transferred or conveyed or permitted to be further encumbered, sold, transferred or conveyed without the prior consent of Co-Lenders, which consent may be withheld in the sole and absolute discretion of Co-Lenders; provided, however, that nothing contained herein shall prohibit the issuance of partnership interests in BOP or equity shares in BRT (subject to the provisions of paragraph 9 of this Agreement) to an entity which conveys a Property to Borrowers as partial or total consideration for the conveyance of such Property.

(v) Cause the Debt to be paid in accordance with the provisions of this Agreement and the other Credit Facility Documents.

(w) At all times continue to satisfy the Financial Covenants.

(x) Neither any Borrowers nor any Guarantor nor any of their respective Affiliates or subsidiaries shall engage in any business or activity which is not directly related to the ownership, operation or management of the Properties constituting part of the Collateral for the Credit Facility or other properties not constituting part of the Collateral

for the Credit Facility which are otherwise generally comparable in nature to the Properties constituting part of the Collateral for the Credit Facility.

(y) Neither Borrowers nor any of the respective Affiliates or subsidiaries of Borrowers will incur either directly or as a guarantor any liability (whether recourse or non-recourse) for the payment of any indebtedness other than the Debt and the indebtedness evidenced and secured by the Existing Credit Facility Documents. The incurrence of any other debt (other than the retention of currently existing debt) shall constitute an immediate "Event of Default" under this Agreement.

(z) BRT will at all times maintain (i) its REIT status under the Internal Revenue Code, and (ii) its status as a public company whose stock is listed on a nationally-recognized exchange or is a NASDAQ security.

(aa) The dividend payout ratio of BRT (dividends paid divided by funds from operations, as defined by NAREIT), and as determined on a trailing twelve month basis, shall at all times be less than 90%. Notwithstanding the foregoing, the actual dividend payout may exceed the foregoing dividend payout ratio restriction if required in order to maintain BRT's status as a REIT under the Internal Revenue Code.

(bb) Borrowers will not without the prior consent of Co-Lenders assume, guaranty, endorse or otherwise become directly or contingently liable for the debts or obligations of any other person, party or entity, except by reason of endorsement of negotiable instruments for deposit or collection in the ordinary course of business.

(cc) Borrowers shall pay all fees, commissions, costs, charges, taxes and other expenses incurred by Co-Lenders in the extension of the Credit Facility and in connection with the preparation, execution and delivery of this Agreement and the other Credit Facility Documents, including, without limitation, reasonable attorneys' fees, appraisal fees, fees and expenses incurred in accounting review and fees and expenses relating to examination of title, title insurance premiums, surveys, hazard insurance and mortgage recording, documentary, intangible, transfer or other similar taxes, revenue stamps and all recording fees and charges. Co-Lenders shall cooperate with Borrowers in an attempt to minimize the aforementioned costs and expenses, provided, however, that nothing contained herein shall require Co-Lenders to compromise their respective underwriting standards and requirements.

(dd) Co-Lenders shall not be required to pay any brokerage fees or commissions or other remuneration of any nature whatsoever arising from the extension of the Credit Facility or the funding of the Credit Facility and Borrowers agree to defend, indemnify and hold Co-Lenders harmless, from and against any and all such claims in connection therewith which

are asserted by any broker with whom Borrowers have or are alleged to have dealt in connection with the Credit Facility.

(ee) Borrowers shall not assign this Agreement by agreement, operation of law or otherwise, or the moneys to be advanced and disbursed hereunder without the prior written consent of Co-Lenders, which consent may be withheld by Co-Lenders in the exercise of their sole and absolute discretion.

(ff) The aggregate Approved Value of all Properties from time to time constituting part of the collateral pool for the Credit Facility shall at all times be equal to or in excess of $100,000,000.

14. Recourse Obligations. Borrowers' obligations in respect of the Credit Facility shall constitute the full joint and several recourse obligations of Borrowers.

15. Right of Entry. Agent, Co-Lenders and their respective employees and agents shall have the right, upon reasonable prior notice to Borrowers and subject to the rights of lessee and tenants to enter and inspect the Properties at all reasonable times.

16. Books and Records. Borrowers will keep and maintain or will cause to be kept and maintained on a fiscal year basis in accordance with generally accepted accounting practices consistently applied proper and accurate books, records and accounts reflecting all of the financial affairs of Borrowers, and all items of income and expense in connection with the operation of the Properties or in connection with any services, equipment or furnishings provided in connection with the operation of the Properties, whether such income or expense be realized by Borrowers or any other Person excepting lessees unrelated to and unaffiliated with Borrowers who have leased from Borrowers portions of any Properties for the purpose of occupying the same. Co-Lenders and their respective employees and agents shall have the right from time to time upon not less than one (1) business day's prior notice and at all times during normal business hours to examine such books, records and accounts at the offices of Borrowers or other Person maintaining such books, records and accounts and to make copies or extracts thereof as Co-Lenders, or their respective employees or agents shall desire. Co-Lenders shall also have the right upon reasonable notice and during normal business hours to conduct an audit of the books and records of Borrowers, which audit may be performed by an independent certified public accountant selected and retained by Co-Lenders.

17. Taxes. Borrowers shall pay, or cause to be paid, all taxes, assessments, water rates, sewer rents and other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Premises, now or hereafter levied or assessed against the Properties (the "Taxes") prior to the date upon which any fine, penalty, interest or cost may be added thereto or imposed by law for non-payment thereof. Borrowers shall deliver to Co-Lenders, upon request, receipted bills, cancelled checks, and other evidence satisfactory to Co-Lenders evidencing the payment of the Taxes prior to the date upon which any fine,

penalty, interest or cost may be added thereto or imposed by law for the non-payment thereof. Co-Lenders shall have the right in their discretion to maintain a tax services contract with respect to the Properties with a tax reporting agency satisfactory to Co-Lenders. Borrowers shall reimburse Co-Lenders upon demand for the cost of maintaining such tax service contract during the term of the Credit Facility. After prior notice to Co-Lenders, in the case of any material item, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no default shall have occurred and shall be continuing under the Credit Facility Notes, the Mortgages, this Agreement or any of the other Credit Facility Documents, (ii) Borrowers are permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgages, if any, (iii) such proceeding shall suspend the collection of the contested Taxes from Borrowers and from the Properties, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrowers is, or the Properties are, subject and shall not constitute a default thereunder, (v) neither the Properties nor any part thereof nor any interest therein will in the opinion of Co-Lenders be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrowers shall have set aside in a manner satisfactory to Co-Lenders adequate cash reserves for the payment of the contested Taxes, together with all interest and penalties thereon, or in the alternative Borrowers shall have furnished such security as may be required in the proceeding, or as may otherwise be requested or required by Co-Lenders to insure the payment of the contested Taxes, together with all interest and penalties thereon.

18. Insurance Coverage. Borrowers will insure the Properties and other Collateral against such perils and hazards, and in such amounts and with such limits, as Co-Lenders may from time to time reasonably require, and in any event will continuously maintain with respect to each of the Properties and the other Collateral, without cost to Co-Lenders, the insurance described in Exhibit K of this Agreement (collectively, the "Insurance Policies"). All Insurance Policies shall be in form, issued by companies, in amounts and with deductibles satisfactory to Co-Lenders from time to time and shall be maintained throughout the term of the Credit Facility without cost to Co-Lenders. An insurance company shall not be satisfactory unless such insurance company (a) has Best's general policyholder rating of "A-" or better and a financial rating of "Class VIII" or better; (b) is licensed in the State in which the insured Property is located; (c) has actively been in business for at least five (5) years; (d) if it is a mutual company, is a nonassessable company; and (e) does not provide insurance on any one building in excess of ten (10%) percent of its policyholders' surplus (including capital). All Insurance Policies insuring against casualty and business interruption and other appropriate policies shall include non-contributing mortgagee endorsements in favor of Co-Lenders with loss payable to Co-Lenders, as well as standard waiver of subrogation endorsements, and shall provide that the coverage shall not be terminated or modified, nor a risk changed without thirty (30) days' advance written notice to Co-Lenders. A verified copy of each Insurance Policy shall be delivered to Agent. If a blanket policy is issued, a certified copy of said policy shall be furnished, together with an endorsement indicating that Co-Lenders, and their respective affiliates, subsidiaries, successors and assigns are additional insureds under such policy in the designated amount. If any portion of the insured risks are reinsured, the reinsurance policies shall contain "cut-through" endorsements in form

satisfactory to Co-Lenders. Commencing with the calendar quarter which commences on July 1, 1997, Borrowers will deliver to Co-Lenders, not later than July 1, 1997, and thereafter not later than ten (10) days after the commencement of each subsequent calendar quarter until the Debt has been paid in full, evidence satisfactory to Co-Lenders confirming that Borrowers have prepaid all insurance premiums for the Insurance Policies (the "Insurance Premiums") allocable to the calendar quarter in question. Borrowers will deliver all Insurance Policies to Agent and, in case of Insurance Policies about to expire, Borrowers will deliver renewal or replacement policies to Agent not less than thirty (30) days prior to the date of expiration. The foregoing requirements of this paragraph shall apply to any separate policies of insurance taken out by Borrowers concurrent in form or contributing in the event of loss with the Insurance Policies. If any Insurance Policy or part thereof shall expire or be withdrawn or become void by reason of the failure or impairment of the capital of any company in which the insurance shall be carried, or if at any time Co-Lenders are not in receipt of written evidence that all insurance required hereunder is in force and effect or if for any reason whatsoever the insurance shall be unsatisfactory to Co-Lenders, Co-Lenders shall have the absolute and unconditional right without prior notice to Borrowers to take such action as Co-Lenders deem necessary to protect the interest of Co-Lenders in the Properties and other Collateral, including without limitation, the obtaining of such insurance coverage as Co-Lenders deem appropriate, and all expenses incurred by Co-Lenders in connection with such action or by Co-Lenders in obtaining such insurance and keeping it in effect shall be paid by Borrowers to Co-Lenders upon demand together with interest thereon at the Default Rate. Co-Lenders will promptly inform Borrowers of any such action so taken by Co-Lenders. Borrowers shall at all times comply with and shall cause the Properties, the other Collateral and the use, occupancy, operation, maintenance, alteration, repair and restoration thereof to comply with the terms, conditions, stipulations and requirements of the Insurance Policies. If a Property, or any portion thereof, is located in a Federally designated "special flood hazard area", in addition to the other Insurance Policies required under this paragraph, a flood insurance policy shall be delivered by Borrowers to Agent with respect thereto. If no portion of a Property is located in a Federally designated "special flood hazard area" such fact shall be substantiated by a certificate in form satisfactory to Agent from a licensed surveyor, appraiser or professional engineer or other qualified individual. If any Property shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrowers shall give prompt notice thereof to Co-Lenders and one hundred (100%) percent of the net amount of all insurance proceeds received by Co-Lenders or Borrowers as a result of such damage or destruction after deduction of reasonable costs and expenses, if any, in collecting the same, shall be applied to the payment of the Debt whether or not then due and payable in such order, priority and proportions as Co-Lenders in their sole and absolute discretion shall deem proper or, at the sole and absolute discretion of Co-Lenders, the same may be paid, either in whole or in part, to Borrowers for such purposes as Co-Lenders shall designate, in their sole and absolute discretion. If Co-Lenders shall receive and retain insurance proceeds, the lien of the Mortgages shall be reduced only by the amount thereof received and retained by Co-Lenders and actually applied by Co-Lenders in reduction of the Debt.

19. Condemnation. Notwithstanding any taking by any public or quasi-public authority through eminent domain or otherwise, Borrowers shall continue to pay the Debt at the time and in the manner provided for its

payment in the Credit Facility Notes, this Agreement and the Mortgages and the Debt shall not be reduced until any award or payment therefor shall have been actually received and applied by Agent to the discharge of the Debt. If all or any portion of a Property is taken by any public or quasi-public authority through eminent domain or otherwise, one hundred (100%) percent of the aggregate award or payment received by Co-Lenders or Borrowers as a result of such taking after deduction of reasonable costs and expenses, if any, in collecting the same shall be applied in reduction of outstanding Principal Balance under the Credit Facility. If any Property is sold, through foreclosure or otherwise, prior to the receipt by Co-Lenders of such award or payment, Co-Lenders shall have the right, whether or not a deficiency judgment on the Credit Facility Notes shall have been sought, recovered or denied, to receive such award or payment, or a portion thereof sufficient to pay the Debt, whichever is less. Borrowers shall file and prosecute its claim or claims for any such award or payment in good faith and with due diligence and cause the same to be collected and paid over to Co-Lenders. Borrowers hereby irrevocably authorize and empower Co-Lenders, in the name of Borrowers or otherwise, to collect and receipt for any such award or payment and, subsequent to the occurrence of a default beyond the expiration of applicable notice and cure periods, if any under any of the Credit Facility Documents and during the continuance thereof, to file and prosecute such claim or claims. Although it is hereby expressly agreed that the same shall not be necessary in any event, Borrowers shall, upon demand of Co-Lenders, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Co-Lenders, free and clear of any encumbrances of any kind or nature whatsoever.

20. Environmental Provisions. For the purposes of this paragraph the following terms shall have the following meanings: (i) the term "Hazardous Material" shall mean any material or substance that, whether by its nature or use, is now or hereafter defined as a hazardous waste, hazardous substance, pollutant or contaminant under any Environmental Requirement, or which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and which is now or hereafter regulated under any Environmental Requirement, or which is or contains petroleum, gasoline, diesel fuel or another petroleum hydrocarbon product, (ii) the term "Environmental Requirements" shall collectively mean all present and future laws, statutes, ordinances, rules, regulations, orders, codes, licenses, permits, decrees, judgments, directives or the equivalent of or by any Governmental Authority and relating to or addressing the protection of the environment or human health, and (iii) the term "Governmental Authority" shall mean the Federal government, or any state or other political subdivision thereof, or any agency, court or body of the Federal government, any state or other political subdivision thereof, exercising executive, legislative, judicial, regulatory or administrative functions. Borrowers hereby represents and warrants to Co-Lenders that to the best of Borrowers's knowledge (i) no Hazardous Material is currently located at, on, in, under or about any Property, except as specifically set forth in the Environmental Reports, (ii) no Hazardous Material is currently located at, in, on, under or about any Property in a manner which violates any Environmental Requirement, or which requires cleanup or corrective action of any kind under any Environmental Requirement, (iii) no releasing, emitting, discharging, leaching, dumping or disposing of any Hazardous Material from any Property onto or into any other property or from any other property onto or into any Property has occurred or is occurring in violation of any Environmental Requirement, (iv) no notice of violation, lien, complaint, suit, order or other notice with respect to any

Property is presently outstanding under any Environmental Requirement, and (v) each Property and the operation thereof are in compliance with all Environmental Requirements. Borrowers shall comply, and shall cause all tenants or other occupants of the Properties to comply, in all respects with all Environmental Requirements, and will not generate, store, handle, process, dispose of or otherwise use, and will not permit any tenant or other occupant of any Property to generate, store, handle, process, dispose of or otherwise use, Hazardous Materials at, in, on, under or about any Property in a manner that could lead or potentially lead to the imposition on Borrowers, any Co-Lender or any Property of any liability or lien of any nature whatsoever under any Environmental Requirement. Borrowers shall notify Co-Lenders promptly in the event of any spill or other release of any Hazardous Material at, in, on, under or about any Property which is required to be reported to a Governmental Authority under any Environmental Requirement, will promptly forward Agent copies of any notices received by Borrowers relating to alleged violations of any Environmental Requirement and will promptly pay when due any fine or assessment against any Co-Lender, any Borrowers or any Property relating to any Environmental Requirement. If at any time it is determined that the operation or use of any Property violates any applicable Environmental Requirement or that there are Hazardous Materials located at, in, on, under or about any Property which, under any Environmental Requirement, require special handling in collection, storage, treatment or disposal, or any other form of cleanup or corrective action, Borrowers shall, within thirty (30) days after receipt of notice thereof from any Governmental Authority or from Agent, take, at its sole cost and expense, such actions as may be necessary to fully comply in all respects with all Environmental Requirements, provided, however, that if such compliance cannot reasonably be completed within such thirty (30) day period, Borrowers shall commence such necessary action within such thirty (30) day period and shall thereafter diligently and expeditiously proceed to fully comply in all respects and in a timely fashion with all Environmental Requirements. If Borrowers fail to timely take, or to diligently and expeditiously proceed to complete in a timely fashion, any such action, Co-Lenders may, in their sole and absolute discretion, make advances or payments towards the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by Co-Lenders (including, without limitation, consultant fees and expenses, investigation and laboratory fees and expenses, and fines or other penalty payments and reasonable legal fees) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will immediately, upon demand, become due and payable from Borrowers and shall bear interest at the Default Rate from the date any such sums are so advanced or paid by Co-Lenders until the date any such sums are repaid by Borrowers to Co-Lenders. Borrowers will execute and deliver, promptly upon request, such instruments as Co-Lenders may deem useful or necessary to permit Co-Lenders to take any such action, and such additional notes, as Co-Lenders may require to secure all sums so advanced or paid by Co-Lenders. If a lien is filed against any Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of Borrowers or for which Borrowers are responsible, resulting in the releasing, spilling, leaking, leaching, pumping, emitting, pouring, emptying or dumping of any Hazardous Material into the waters or onto land located within or without the State in which any Property is located, then Borrowers will, within thirty (30) days from the date that Borrowers are first given notice that such lien has been placed against such Property (or within such shorter period of time as may be specified by Co-Lenders if such Governmental Authority has commenced steps to cause such Property to be sold pursuant to such lien) either (a) pay the claim and remove the lien, or (b) furnish a cash

deposit, bond, or such other security with respect thereto as is satisfactory in all respects to Co-Lenders and is sufficient to effect a complete discharge of such lien on such Property. Notwithstanding the foregoing, after prior notice to Agent, in the case of any material item, Borrowers, at their own expense, may contest by appropriate legal proceedings, promptly initiated and conducted in good faith and with due diligence, the validity or enforceability, in whole or in part, of any Environmental Requirement, provided that (i) no default shall have occurred and be continuing under the Credit Facility Notes, the Mortgages, this Agreement or any of the other Credit Facility Documents, (ii) such proceeding shall suspend the obligation of Borrowers to comply with any such Environmental Requirement, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrowers are, or the Properties are, subject and shall not constitute a default thereunder, (iv) failure to immediately comply with any such law, order, ordinance, rule or regulation will not invalidate or vitiate any Insurance Policies, in whole or in part, and will not in the opinion of Co-Lenders constitute a present danger to the Properties or any portion thereof, or to the individuals using and entering upon the Properties, (v) neither the Properties nor any part thereof nor any interest therein will in the opinion of Co-Lenders be in danger of being sold, forfeited, confiscated, terminated, cancelled or lost, (vi) Borrowers shall have furnished such security as may be required in the proceeding, or as may otherwise be requested or required by Co-Lenders to insure the payment by Borrowers of all costs of compliance, fines and penalties, together with interest thereon, as may be incurred by Borrowers in the event of a determination in such proceeding adverse to Borrowers, and (vii) neither Borrowers, Agent nor any Co-Lender will in the opinion of Agent and Co-Lenders be subject to any criminal or civil liability as the result of such contestment by Borrowers. Co-Lenders may, at their option, at intervals of not less than one year, or more frequently if Co-Lenders reasonably believe that a Hazardous Material or other environmental condition violates or threatens to violate any Environmental Requirement applicable to a Property, cause an environmental audit of such Property to be conducted to confirm Borrowers's compliance with the provisions of this paragraph in respect of such Property, and Borrowers shall cooperate in all reasonable ways with Agent in connection with any such audit. If such audit discloses that a violation of an Environmental Requirement exists, Borrowers shall pay all costs and expenses incurred in connection with such audit, otherwise, the costs and expenses of such audit shall, notwithstanding anything to the contrary set forth in this paragraph, be paid by Co-Lenders. If any of the Mortgages is foreclosed, or if any Property is sold pursuant to the provisions of the Mortgages, or if either Borrower tenders a deed or assignment in lieu of foreclosure or sale, Borrowers shall deliver such Properties to the purchaser at foreclosure or sale or to Co-Lenders, their respective nominees, or wholly owned subsidiaries, as the case may be, in a condition that complies in all respects with all Environmental Requirements. Borrowers will defend, indemnify, and hold harmless Agent, Co-Lenders, their respective employees, agents, officers, and directors, from and against any and all claims, demands, penalties, causes of action, fines, liabilities, settlements, damages, costs, or expenses of whatever kind or nature, known or unknown, foreseen or unforeseen, contingent or otherwise (including, without limitation, consultant fees and expenses, investigation and laboratory fees and expenses, court costs, litigation expenses and reasonable attorneys fees) arising out of, or in any way related to, (i) any breach by Borrowers of any of the provisions of this paragraph, (ii) the presence, disposal, spillage, discharge, emission, leakage, release, or threatened release of any Hazardous Material which is at, in, on, under, about, from or affecting any Property, including, without limitation, any damage or injury resulting from any such Hazardous Material to

or affecting any Property or the soil, water, air, vegetation, buildings, personal property, individuals or animals located on any Property or on any other property or otherwise, (iii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to any such Hazardous Material, (iv) any lawsuit brought or threatened, settlement reached, or order or directive of or by any Governmental Authority relating to such Hazardous Material, or (v) any violation of any Environmental Requirement. The aforesaid indemnification shall in all events and under all circumstances constitute the personal recourse undertakings, obligations and liabilities of Borrowers. The indemnification by Borrowers in favor of Agent and Co-Lenders hereinabove set forth in this paragraph shall not be applicable to any claim, demand, penalty, cause of action, fine, liability, settlement, damage, cost or other expense of any type whatsoever pertaining to a particular Property (i) occasioned, arising and caused solely and directly as the result of the negligence or willful misconduct of Agent, any Co-Lender, any nominee or any wholly owned subsidiary of Agent or a Co-Lender or their respective employees or agents and irrespective of whether occurring prior or subsequent to the date upon which any Co-Lender or any nominee or any wholly owned subsidiary of any Co-Lender acquires possession of such Property by foreclosure of the Mortgages, a sale of such Property pursuant to the provisions of the Mortgages, acceptance of a deed or assignment in lieu of foreclosure or sale or otherwise, or (ii) occasioned, arising and caused solely and directly as the result of any act of any Person (other than (A) an act of Borrowers, its employees or agents or Persons under the control of Borrowers, or (B) an act of Agent, any Co-Lender, any nominee or any wholly owned subsidiary of any Co-Lender or their respective employees or agents which does not constitute negligence or willful misconduct, or (C) an act of any Governmental Authority, including, without limitation, any change in any Environmental Requirement) and occurring subsequent to the earlier to occur of (x) the date of payment to Co-Lenders in cash of the entire Debt, and (y) the date upon which any Co-Lender, any nominee or any wholly owned subsidiary of any Co-Lender acquires possession of such Property by foreclosure of the Mortgages, a sale of such Property pursuant to the provisions of the Mortgages, acceptance of a deed or assignment in lieu of foreclosure or sale or otherwise. Except as hereinabove specifically provided to the contrary in this paragraph, the obligations and liabilities of Borrowers under this paragraph shall survive and continue in full force and effect and shall not be terminated, discharged or released, in whole or in part, irrespective of whether the Debt has been paid in full and irrespective of any foreclosure of any of the Mortgages, sale of any one or more of the Properties pursuant to the provisions of the Mortgages or acceptance by Co-Lenders, their nominees or wholly owned subsidiaries of one or more deeds or assignments in lieu of foreclosure or sale and irrespective of any other fact or circumstance of any nature whatsoever.

21. Estoppel Certificates. Borrowers, within ten (10) days after request by Co-Lenders and at its expense, will furnish Co-Lenders with a statement, duly certified, setting forth the amount of the Debt and the offsets or defenses thereto, if any. Co-Lenders, within ten (10) days after request by Borrowers and at Borrowers' expense, and provided that no Event of Default has occurred and is continuing under the Credit Facility Documents, will furnish Borrowers with a statement setting forth the then outstanding principal balance of the Credit Facility Notes and the interest, if any, accrued and unpaid thereon.

22. Non-Waiver. The failure of Co-Lenders or Agent to insist upon strict performance of any term of this Agreement shall not be deemed to be a waiver of any term of this Agreement. Borrowers shall not be relieved of

Borrowers' obligation to pay the Debt at the time and in the manner provided for its payment in the Credit Facility Notes, the Mortgages and this Agreement by reason of (i) failure of Co-Lenders to comply with any request of Borrowers to take any action to foreclose any one or more of the Mortgages or otherwise enforce any of the provisions of this Agreement, the Mortgages, the Credit Facility Notes or any of the other Credit Facility Documents, and (ii) the release, regardless of consideration, of the whole or any part of the Properties or any other Collateral or security for the Debt. Regardless of consideration, and without the necessity for any notice to or consent by the holder of any subordinate lien, encumbrance, right, title or interest in or to the Properties, Co-Lenders may release any Person at any time liable for the payment of the Debt or any portion thereof or any part of the security held for the Debt and may extend the time of payment or otherwise modify the terms of the Credit Facility Notes, the Mortgages, this Agreement or any of the other Credit Facility Documents, including, without limitation, a modification of the interest rate payable on the principal balance of the Credit Facility Notes, without in any manner impairing or affecting the Mortgages or the respective liens thereof or the priority of the Mortgages, as so extended and modified, as security for the Debt over any such subordinate lien, encumbrance, right, title or interest. Co-Lenders may resort for the payment of the Debt to any other security held by Co-Lenders in such order and manner as Co-Lenders in their discretion, may elect. Co-Lenders may take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Co-Lenders thereafter to foreclose any one or more of the Mortgages. Co-Lenders shall not be limited exclusively to the rights and remedies herein stated but shall be entitled to every additional right and remedy set forth in the Credit Facility Documents or now or hereafter afforded by law. The rights of Co-Lenders under this Agreement and the other Credit Facility Documents shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others. No act of Co-Lenders shall be construed as an election to proceed under any one provision of this Agreement or of the other Credit Facility Documents to the exclusion of any other provision set forth in this Agreement or the other Credit Facility Documents.

23. Sole Discretion. Except as may otherwise be expressly provided to the contrary, wherever pursuant to the Credit Facility Notes, the Mortgages, this Agreement, or any of the other Credit Facility Documents, Agent or any Co-Lender exercises any right given to it to consent or not consent, or to approve or disapprove, or any arrangement or term is to be satisfactory to Agent or such Co-Lender the decision of Agent or such Co-Lender, as the case may be, shall be in the sole and absolute discretion of Agent or such Co-Lender, as the case may be, and shall be final and conclusive.

24. Absolute and Unconditional Obligation. Borrowers acknowledge that Borrowers' obligation to pay the Debt in accordance with the provisions of the Credit Facility Notes, the Mortgages and this Agreement is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the Credit Facility Notes, the Mortgages or this Agreement or the obligation of Borrowers thereunder to pay the Debt or the obligations of any other Person relating to the Credit Facility Notes, the Mortgages or this Agreement or the obligations of Borrowers under the Credit Facility Notes, the Mortgages or this Agreement or otherwise with respect to the Credit Facility, and Borrowers absolutely, unconditionally and irrevocably waive any and all right to assert any defense, setoff, counterclaim or

crossclaim of any nature whatsoever with respect to the obligation of Borrowers to pay the Debt in accordance with the provisions of the Credit Facility Notes, the Mortgages and this Agreement or the obligations of any other Person relating to the Credit Facility Notes, the Mortgages or this Agreement or obligations of Borrowers under the Credit Facility Notes, the Mortgages or this Agreement or otherwise with respect to the Credit Facility in any action, case or proceeding brought by Agent or Co-Lenders to collect the Debt, or any portion thereof, or to enforce, foreclose and realize upon the lien and security interest created by the Mortgages or any other document or instrument securing repayment of the Debt, in whole or in part (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right of Borrowers to assert any compulsory counterclaim in any such action, case or proceeding brought by Agent or Co-Lenders in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Agent or Co-Lenders in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Borrowers to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Agent or Co-Lenders in any separate action, case or proceeding brought by Borrowers against Agent or Co-Lenders).

25. Relationship. The relationship of Co-Lenders to Borrowers hereunder is strictly and solely that of lender and borrower and nothing contained in the Credit Facility Notes, the Mortgages, this Agreement or any of the other Credit Facility Documents is intended to create, or shall in any event or under any circumstance be construed as creating, a partnership, joint venture, tenancy-in-common, joint tenancy or other relationship of any nature whatsoever between Co-Lenders and Borrowers other than as lender and borrower.

26. Anti-Forfeiture. Borrowers hereby covenant and agree not to commit, permit or suffer to exist any act or omission affording the Federal government or any state or local government the right of forfeiture under any Federal or state RICO or similar law as against the Properties or any part thereof or interest therein or any monies paid in performance of Borrowers' obligations under this Agreement, the Mortgages, the Credit Facility Notes or any of the other Credit Facility Documents. In furtherance thereof, Borrowers hereby indemnify Agent and Co-Lenders and agree to defend and hold Agent and Co-Lenders harmless from and against any loss, damage or injury by reason of the breach of the covenants and agreements set forth in this paragraph, which indemnity shall constitute the personal recourse obligation of Borrowers. Without limiting the generality of the foregoing, the filing of formal charges or the commencement of proceedings against Borrowers or against the Properties or any part thereof or interest therein under any Federal or state law for which forfeiture of the Properties or any part thereof or of any monies paid in performance of Borrowers' obligations under the Credit Facility Documents is a potential result, shall, at the election of Co-Lenders, but otherwise subject to the immediately following sentence, constitute an Event of Default hereunder without notice or opportunity to cure. Notwithstanding the foregoing, after prior notice to Co-Lenders, Borrowers, at their own cost and expense, may contest the validity of or application of any such law affording such forfeiture, provided that (i) no default shall have occurred and shall be continuing under the Credit Facility Notes, the Mortgages, this Agreement or any of the other Credit Facility Documents, (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrowers are or the Properties are subject and shall not constitute a default thereunder, (iii) neither the Properties nor any portion thereof nor any interest therein will in the opinion of Co-Lenders be in danger of being sold, forfeited, terminated, cancelled or lost, and

(iv) Borrowers shall have deposited with Agent cash or other cash equivalent or letter of credit satisfactory to Co-Lenders in an amount sufficient to discharge any lien together with interest and penalties thereon arising out of such law. Notwithstanding the foregoing, Borrowers shall not be required to make any deposit with Agent pursuant to clause (iii) of the preceding sentence, if Co-Lenders are reasonably satisfied that (a) the act or omission affording such forfeiture was committed by a Person other than Borrowers or an Affiliate or subsidiary of Borrowers, (b) Borrowers are diligently pursuing their rights and remedies against such Person, (c) neither the Properties nor any portion thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (d) the respective liens and priorities of the Mortgages will not be in danger of being primed, diminished or forfeited.

27. Deposits. Whenever in this Agreement, Borrowers are required to deposit monies with Agent or Co-Lenders to secure obligations of Borrowers under this Agreement or as a condition precedent to Borrowers' right to contest certain obligations, such monies shall (unless otherwise specifically provided to the contrary in this Agreement) be held in an interest bearing account selected by Agent or Co-Lenders, as the case may be. All such accrued interest shall be held, disbursed and applied in accordance with the provisions applicable to such deposits. In order to secure the payment of the Debt and the performance by Borrowers of its obligations under the Credit Facility Documents, Borrowers hereby grant and assign to Agent and Co-Lenders a security interest in and to all monies from time to time on deposit in any such account. Upon the occurrence of an Event of Default and for so long as such Event of Default shall continue, Co-Lenders shall have the absolute right to apply all or any portion of the balances held in any such accounts to the payment of the Debt whether or not due and payable in such order, priority and proportions as Co-Lenders in their discretion shall deem appropriate.

28. Submission to Jurisdiction. Borrowers agree to submit to personal jurisdiction in the State of New York in any action, case or proceeding arising out of the Credit Facility Notes, this Agreement or the other Credit Facility Documents (other than the Mortgages and the Assignments of Leases and Rents), and, in furtherance of such agreement, Borrowers hereby agree and consent that without limiting other methods of obtaining jurisdiction, personal jurisdiction over Borrowers in any such action, case or proceeding may be obtained within or without the jurisdiction of any court located in the State of New York and that any process or notice of motion or other application to any such court in connection with any such action, case or proceeding may be served upon Borrowers by registered or certified mail to or by personal service at the last known address of Borrowers, as the case may be, whether such address be within or without the jurisdiction of any such court. Borrowers also agree that the venue of any litigation arising in connection with the Debt or in respect of any of the obligations of Borrowers under the Credit Facility Notes, this Agreement or the other Credit Facility Document (other than the Mortgages and the Assignments of Leases and Rents) shall, to the extent permitted by law, be in New York County, New York.

29. Retention of Counsel and Consultants. If, subsequent to the occurrence of a default under any of the Credit Facility Documents or otherwise in connection with the protection, preservation, addition or release of Collateral, Agent or Co-Lenders deem it to be in the best interest of Co-Lenders to retain the assistance of any Person (including, but not limited to, attorneys, title insurance companies, third party escrow agents, appraisers, accountants engineers and surveyors) with respect to any request for consent or approval by Agent or Co-Lenders under the Credit Facility

Documents, Borrowers shall reimburse Co-Lenders within ten (10) days of demand by Agent for all reasonable costs incurred by Co-Lenders in connection with the employment of such Persons.

30. Waiver of Notice. Borrowers shall not be entitled to any notices of any nature whatsoever from Agent or any Co-Lender except with respect to matters for which this Agreement specifically and expressly provides for the giving of notice by Agent or a Co-Lender to Borrowers, and Borrowers hereby expressly waive (to the full extent Borrowers may lawfully do so) the right to receive any notice from Agent or any Co-Lender with respect to any matter for which this Agreement does not specifically and expressly provide for the giving of notice by Agent or a Co-Lender to Borrowers.

31. Events of Default. The Debt shall become due at the option of Co-Lenders upon the occurrence of any one or more of the following events (collectively, "Events of Default"):

(a) if any portion of the Debt is not paid when due;

(b) if any of the covenants contained in paragraph 9 of this Agreement shall be breached;

(c) if any fact, circumstance or event shall occur which is specifically characterized under any provision of any Credit Facility Document as an "Event of Default" within the meaning given to such term pursuant to the provisions of this Agreement;

(d) if any representation or warranty of any Borrower or any Guarantor made in this Agreement or any of the other Credit Facility Documents, or in any certificate, report, financial statement or other instrument furnished in connection with the making of the Credit Facility Notes, the Mortgages, this Agreement or any other Credit Facility Document or the extension of the Credit Facility by Co-Lenders to Borrowers, shall prove false or misleading in any material respect;

(e) if any Federal tax lien is filed against Borrowers, or any Property and the same is not discharged of record within thirty (30) days after the same is filed (unless the same is being contested in good faith by appropriate proceeding and otherwise in compliance with the general requirements for contesting Taxes, as more specifically set forth in paragraph 17 of this Agreement);

(f) if without the consent of Co-Lenders any FF&E (except for normal replacement of the FF&E) is removed, or if without the consent of Co-Lenders any Property is demolished or materially altered (other than for tenant improvements being made under Leases entered into in conformity with the provisions of this Agreement);

(g) if the Insurance Policies are not kept in full force and effect, or if the Insurance Policies are not delivered to Agent upon request;

(h) if without the consent of Co-Lenders any Lease is made, cancelled or modified (other than in compliance with the

provisions of this Agreement and the other Credit Facility Documents) or if any portion of the Rents is paid for a period of more than one (1) month in advance or if any of the Rents are further assigned;

(i) if any "Event of Default" as defined in the Existing Credit Agreement shall occur;

(j) if any Borrower or other Person shall be in default (beyond any applicable grace and cure period) under any mortgage, deed of trust, pledge or other security agreement (including, without limitation, any such agreement now or hereafter held by Co-Lenders) affecting or relating to any Property, or any other Collateral or any portion thereof or under any Material Agreement affecting or relating to any Property or any other Collateral, or any portion thereof;

(k) if any Property shall become subject (i) to any tax lien, other than a lien for local real estate taxes and assessments not due and payable, or
(ii) to any lis pendens, notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien of any nature whatsoever, and the same shall not either be discharged of record or in the alternative insured over to the satisfaction of Co-Lenders by the title company insuring the lien of the Mortgage pertaining to the Property in question within a period of forty five (45) days after the date upon which Borrower shall be notified, or shall otherwise have actual knowledge, that the same is filed or recorded, and irrespective of whether the same is superior or subordinate in lien or other priority to the lien of the Mortgages and irrespective of whether the same constitutes a perfected or inchoate lien or encumbrance on the Properties or any portion thereof or is only a matter of record or notice;

(l) if for any reason any of the covenants set forth in paragraph 11 or paragraph 13 of this Agreement shall at any time during the term of the Credit Facility cease to be satisfied and complied with in all respects or if any representation or warranty set forth in paragraph 12 of this Agreement or elsewhere in the Credit Facility Documents shall at any time cease to be true and accurate in all material respects;

(m) if any Borrower or Guarantor shall make an assignment for the benefit of creditors;

(n) (1) if a court of competent jurisdiction enters a decree or order for relief with respect to any Borrower or Guarantor under Title 11 of the United States Code as now consti tuted or hereafter amended or under any other applicable Federal or state bankruptcy, insolvency or other similar law, rule or regulation; or
(2) if such court enters a decree or order appointing a receiver, liquidator, assignee, trustee, custodian, examiner, magistrate, arbitrator, sequestrator (or similar official) of any Borrowers or Guarantor or of any substantial part of their respective properties; or
(3) if such court decrees or orders the winding up or liquidation of the affairs of any Borrower or Guarantor and such order or decree is not dismissed,

discharged or vacated of record within sixty (60) days after the same has been entered;

(o) if any Borrower or Guarantor files a petition for relief or answer or consent seeking relief under Title 11 of the United States Code as now constituted or hereafter amended, or under any other applicable Federal or state bankruptcy, insolvency or other similar law, rule or regulation, or if any Borrower or Guarantor fails to diligently oppose or shall otherwise consent to the commencement or prosecution of an involuntary case under Title 11 of the United States Code as now constituted or hereafter amended, or under any other applicable Federal or state bankruptcy, insolvency or similar law, rule or regulation, or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, examiner, magistrate, arbitrator, sequestrator (or other similar official) of any Borrower or Guarantor or of any substantial part of their respective properties, or if any Borrower or Guarantor fails generally to pay its respective debts as such debts become due, or if any Borrower or Guarantor takes any action in furtherance of any action described in this subparagraph;

(p) if any Borrower, Guarantor or other Person shall be in default beyond the expiration of any applicable notice and cure periods under the Credit Facility Notes, the Mortgages, this Agreement or any other Credit Facility Document or any other docu ment or instrument otherwise executed and delivered in connection therewith or in connection with the extension of the Credit Facility by Co-Lenders to Borrowers;

(q) if (except as otherwise specifically provided to the contrary in paragraph 9 of this Agreement with respect to WOP) there shall occur a complete or partial suspension or liquidation of all or substantially all of any business of any Borrower or any Guarantor and such occurrence in the opinion of Co-Lenders has or may have a materially adverse impact on any Property or any other Collateral or on the business, assets, operations, property, financial or other condition of any Borrower or Guarantor;

(r) if Borrowers shall fail to furnish or cause to be furnished to each Co-Lender, any financial or other information required to be provided in accordance with the provisions of this Agreement or the other Credit Facility Documents or otherwise reasonably requested by Co-Lenders or shall fail to permit, or to arrange for, the inspection by Co-Lenders (or their respective employees and agents) of any books or records of Borrowers or any Guarantor and such default shall continue for twenty (20) days after notice by Agent to Borrowers; or

(s) if Borrowers shall continue to be in default under any of the other terms, covenants or conditions of this Agreement for five (5) days after notice from Agent in the case of any default which can be cured by the payment of a sum of money, or for twenty (20) days after notice from Agent in the case of any other default, provided that if such default cannot reasonably be cured within such twenty (20) day period and Borrowers, as the case may be, shall have commenced to cure such default within such twenty (20) day period and thereafter diligently and expeditiously

proceeds to cure the same, such twenty (20) day period shall be extended for so long as it shall require Borrowers, as the case may be, in the exercise of due diligence to cure such default, it being agreed, however, that no such extension shall be for a period in excess of sixty (60) days.

Upon the occurrence of an Event of Default, and for so long as any such Event of Default continues, Co-Lenders (subject to the terms and provisions of the Co-Lenders Agreement) (i) shall have no obligation to make any further advances under the Credit Facility, (ii) shall have the absolute and unconditional right in their sole and absolute discretion to declare the Debt or any portion thereof immediately due and payable, (iii) shall have the right to pursue any and all remedies provided for in this Agreement, the Credit Facility Notes, the Mortgages, or any of the other Credit Facility Documents or otherwise available to Co-Lenders, at law or in equity or otherwise, and (iv) shall have the absolute and unconditional right in their sole and absolute discretion to terminate the Credit Facility and their obligations with respect thereto under this Agreement. All remedies afforded to Co-Lenders under this Agreement or under any of the other Credit Facility Documents are separate and cumulative remedies and it is agreed that none of such remedies shall be deemed to be in exclusion of any other remedies available to Co-Lenders and shall not in any manner limit or prejudice any other legal or equitable remedies which Co-Lenders may have.

32. Application of Moneys. All moneys received or collected by Co-Lenders in respect of the Credit Facility after an Event of Default shall be applied by Co-Lenders first to the payment of all costs incurred in the collection of such moneys (including reasonable attorneys' fees and legal expenses) and second, to the payment of the Debt in such order, priority and proportions as Co-Lenders may in its sole and absolute discretion determine. The balance, if any, of such moneys remaining after payment in full of such costs and the Debt shall be remitted to Borrowers or as otherwise directed by a court of competent jurisdiction.

33. Right to Cure Defaults. If default beyond any applicable notice and cure period in the performance of any of the covenants of Borrowers, shall occur, Co-Lenders may, at their discretion, remedy the same and for such purpose shall have the right to enter upon the Properties or any portion thereof without thereby being liable to Borrowers (except in connection with its gross negligence or willful misconduct) or any Person in possession thereof holding under Borrowers, and to pay all sums as may be necessary to cure any such default (including, without limitation any default by Borrowers in the payment of any Insurance Premiums or any Taxes or other liens or encumbrances covering the Properties or any part thereof). If Co-Lenders shall remedy such a default (including, without limitation, any default by Borrowers in the payment of any Insurance Premiums or any Taxes or other liens or encumbrances covering the Properties or any part thereof) or appear in, defend or bring any action or proceeding to protect the interest of Co-Lenders in the Properties, or any portion thereof, or to foreclose any of the Mortgages or collect the Debt, the costs and expenses thereof (including reasonable attorneys' fees to the extent permitted by law) with interest as provided in this paragraph, shall be paid by Borrowers to Agent upon demand, and shall be added to and constitute part of the Debt secured by the Mortgages. All such costs and expenses incurred by Co-Lenders in remedying such default or in appearing in, defending or bringing any such action or proceeding, shall be paid by Borrowers to Agent upon demand, with interest at a rate per annum equal to the Default Rate.

34. Further Assurances. Borrowers agree to do or cause to be done all such further reasonable acts and things, and to execute and deliver or cause to be executed and delivered all such additional conveyances, assignments, agreements and instruments as Co-Lenders may at any time reasonably request in connection with the administration or enforcement of this Agreement and the other Credit Facility Documents or in order better to assure, perfect and confirm unto Co-Lenders their rights, powers and remedies under this Agreement and under the other Credit Facility Documents. Nothing contained in this paragraph shall be construed as obligating Borrowers to provide or to cause to be provided any collateral or security for the Credit Facility other than as expressly contemplated by the provisions of this Agreement and the other Credit Facility Documents.

35. Costs and Expenses. Borrowers shall pay, or cause to be paid, to Co-Lenders all costs, fees, expenses and charges incurred by Co-Lenders in connection with the enforcement of this Agreement and the other Credit Facility Documents (including without limitation all reasonable fees and disbursements of Agent's New York City and local legal counsel).

36. Indemnification of Agent and Co-Lenders. Borrowers shall indemnify Agent, Co-Lenders, their affiliates, subsidiaries, directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not Agent or Co-Lenders are a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Credit Facility Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any advance hereunder, provided, however, that the aforesaid indemnification shall not apply to any such loss, claim, damage, penalty, judgment, liability or expense which is incurred by Agent or a Co-Lender as a result of its gross negligence or willful misconduct. The obligations of Borrowers under this paragraph shall survive the termination of this Agreement.

37. Construction of Agreement. The titles and headings preceding the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of such paragraphs and shall not be given any consideration in the construction of this Agreement.

38. Parties Bound, etc. All of the terms, covenants and provisions of this Agreement shall be binding upon and inure to the benefit of Borrowers, Co-Lenders and Agent and their respective successors and assigns. Borrowers shall not have the right without the prior consent of Co-Lenders (which consent may be withheld in the sole and absolute discretion of Co-Lenders) to assign or transfer their respective rights under this Agreement or under any of the other Credit Facility Documents, in whole or in part, by agreement, operation of law or otherwise to any other Person, it being agreed that any such assignment or transfer without the prior consent of Co-Lenders shall be void and of no force and effect and shall constitute an immediate Event of Default under this Agreement.

39. Complete Agreement. NO STATEMENTS, AGREEMENTS OR
REPRESENTATIONS, ORAL OR WRITTEN, WHICH MAY HAVE BEEN MADE BY ANY CO-LENDER, OR BY ANY EMPLOYEE, AGENT OR BROKER ACTING ON BEHALF OF ANY CO-LENDER, WITH RESPECT TO THIS AGREEMENT OR THE CREDIT FACILITY SHALL BE OF ANY FURTHER FORCE OR EFFECT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN THE OTHER CREDIT FACILITY DOCUMENTS, AND ALL PRIOR AGREEMENTS AND

REPRESENTATIONS IN RESPECT OF THIS AGREEMENT AND THE CREDIT FACILITY ARE MERGED IN THIS AGREEMENT SO THAT THIS AGREEMENT SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN CO-LENDERS AND BORROWERS WITH RESPECT TO THE CREDIT FACILITY.

40. Governing Law. This Agreement shall in all respects be gov erned, construed, applied and enforced in accordance with the laws of the State of New York.

41. Severability. If any term, covenant, provision or condition of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such term, covenant, provi sion or condition.

42. Notices. Any notice, request, demand, statement, authoriza tion, direction, approval or consent made under this Agreement or under the other Credit Facility Documents shall be in writing and shall be sent by Federal Express or other reputable national courier service, or by postage prepaid registered or certified mail, return receipt requested, and shall be deemed given (i) when received at the following addresses if sent by Federal Express, or other reputable national courier service, and (ii) three (3) business days after being postmarked and addressed as follows if sent by postage prepaid registered or certified mail, return receipt requested:

If to Smith Barney:

Smith Barney Mortgage Capital Group, Inc.
390 Greenwich Street, 5th Floor
New York, New York 10013
Attention: Clive Bull

With a copy to:

Battle Fowler LLP
Park Avenue Tower
75 East 55th Street
New York, New York 10022
Attention: Dean A. Stiffle, Esq.

If to NationsBank, in its individual capacity or as
Agent:

NationsBank, N.A.
Real Estate Banking
8300 Greensboro Drive
McLean, Virginia 22102-3604
Attention: Cheryl D. Fitzgerald
Vice President

With a copy to:

Cadwalader, Wickersham & Taft
201 South College Street, Suite 1510
Charlotte, North Carolina 28244
Attention: James P. Carroll, Esq.

If to Borrowers:

c/o Brandywine Realty Trust
Newtown Square Corporate Campus
16 Campus Boulevard, Suite 150
Newtown Square, Pennsylvania 19073
Attention: Gerard H. Sweeney
President and Chief Executive Officer

With a copy to:

Pepper, Hamilton & Scheetz
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, Pennsylvania 19103-2799
Attention: Michael H. Friedman, Esq.

Each party may designate a change of address by notice to the other parties, given at least fifteen (15) days before such change of address is to become effective.

43. Modification. This Agreement may not be modified, amended or terminated, in whole or in part, except by an agreement in writing executed by the parties hereto.

44. Waivers. Co-Lenders may at any time and from time to time waive any one or more of the terms, covenants, provisions or conditions contained in this Agreement or in the other Credit Facility Documents, but any such waiver shall be deemed made in pursuance hereof or thereof and not in modification thereof, and any such waiver in any particular instance or circumstance shall in no event or under any circumstance be considered a waiver of any such term, covenant, provision or condition in any other instance or any other circumstance.

45. WAIVER OF TRIAL BY JURY. BORROWERS AND CO-LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THE CREDIT FACILITY NOTES, THE MORTGAGES, THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT NOW OR HEREAFTER EXECUTED AND DELIVERED IN CONNECTION THEREWITH OR WITH THE CREDIT FACILITY.

46. Borrowers' Reliance on Agent's Authority. Unless otherwise notified by Co-Lenders to the contrary, Borrowers shall have the right to rely upon any advice they receive from Agent as to any action taken or not taken by Co-Lenders, or as to any consent or approval given or not given by Co-Lenders, or as to any other action taken or not taken by Co-Lenders, or as to any decision otherwise made by Co-Lenders, in respect of the Credit Facility or under or pursuant to the provisions of the Credit Facility Documents, it being understood that all communication between Borrowers and Co-Lenders in respect of day to day matters concerning the Credit Facility shall be done through the offices of Agent.

47. Authorized Representatives of BRT. The Chief Financial Officer or the Chief Executive Officer of BRT shall from time to time notify and advise Agent and Co-Lenders in writing of the officers of BRT who are authorized and designated to act on behalf of BRT in respect of the Credit Facility and under and pursuant to the provisions of the Credit Facility

Documents, which notice and advise may be conclusively relied upon by Agent and Co-Lenders.

48. Exculpation. No recourse shall be had for any obligation of BRT under this Agreement or any of the other Credit Facility Documents or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of BRT, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by each other party to this Agreement and the other Credit Facility Documents.

IN WITNESS WHEREOF, Co-Lenders, Borrowers and Agent have duly executed this Agreement as of the day and year first above written.

SMITH BARNEY MORTGAGE CAPITAL GROUP, INC.,
a Delaware corporation

By: /s/ Clive Bull
    ---------------------------------
    Name:  Clive Bull
    Title: Vice President

NATIONSBANK, N.A., a national banking association, acting in its individual capacity

By: /s/ Douglas B. Cochrane
    ----------------------------------
    Name:  Douglas B. Cochrane
    Title: Senior Vice President

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.

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

NATIONSBANK, N.A., a national banking association, acting in its capacity as administrative and documentation agent

By: /s/ Douglas B. Cochrane
    ----------------------------------
    Name:  Douglas B. Cochrane
    Title: Senior Vice President

EXHIBIT A

(Definition of Certain Terms)

Additional Property: The term "Additional Property" as used in this Agreement shall mean any property acquired by Borrowers subsequent to the date of this Agreement.

Affiliate: The term "Affiliate" as used in this Agreement shall mean any Person directly or indirectly controlling, controlled by or under direct or indirect common control with any other Person. A Person shall be deemed to control another Person if the controlling Person owns fifty-one (51%) percent or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock by contract or otherwise.

Agent: The term "Agent" as used in this Agreement shall have the meaning given to such term in the preamble to this Agreement.

Agreement: The term "Agreement" as used in this Agreement shall mean this Agreement.

Alternate Credit Rate: The term "Alternate Credit Rate" as used in this Agreement shall have the meaning given to such term in paragraph 1(ii) of Exhibit B to this Agreement.

Approved Value: The term "Approved Value" as used in this Agreement shall mean, with respect to any of the Properties, either (y) the "as is" appraised value of any such Property, as set forth in the appraisal prepared in connection with its inclusion in the collateral pool for the Credit Facility, if the fair market value of such Property, as set forth in such appraisal, is approved without adjustment by Co-Lenders or (z) the adjusted appraised value of such Property, if the fair market value of such Property, as set forth in such appraisal, is approved with adjustment in value by Co-Lenders.

Assignments of Leases and Rents: The term "Assignments of Leases and Rents" as used in this Agreement shall mean the Assignments of Leases and Rents to be given by Borrowers to Agent, as security for the payment of the Debt and constituting a first lien on all of Borrowers's right, title and interest now owned or hereafter acquired in and to all Leases and Rents pertaining to or derived from the Properties, the form of which is attached to this Agreement as Exhibit H.

Base LIBOR Rate: The term "Base LIBOR Rate" as used in this Agreement shall have the meaning given to such term in paragraph 1(v) of Exhibit B to this Agreement.

Borrowers: The term "Borrowers" as used this Agreement shall have the meaning given to such term in the preamble to this Agreement.

BOP: The term "BOP" as used in this Agreement shall have the meaning given to such term in the preamble to the main body of this Agreement.

BRP: The term "BRP" as used in this Agreement shall mean Brandywine Realty Partners, a Pennsylvania general partnership.

BRSC: The term "BRSC" as used in this Agreement shall mean Brandywine Realty Services Corporation, a Pennsylvania corporation.

BHI: The term "BHI" as used in this Agreement shall mean Brandywine Holdings I, Inc., a Pennsylvania corporation.

BRT: The term "BRT" as used in this Agreement shall have the meaning given to such term in the preamble to the main body of this Agreement.

business day: The term "business day" shall have the meaning given to such terms in paragraph 1(ii) of Exhibit B to this Agreement.

Business Day: The term "Business Day" as used in this Agreement shall have the meaning given to such term in paragraph 1(i) of Exhibit B to this Agreement.

Co-Lenders: The term "Co-Lenders" as used in this Agreement shall have the meaning given to such term in the preamble to the main body of this Agreement.

Co-Lenders Agreement: The term "Co-Lenders Agreement" as used in this Agreement shall mean that certain Co-Lender and Servicing Agreement dated the date hereof by and among Smith Barney and NationsBank, in its individual capacity and as Agent, as the same may be amended from time to time.

Collateral: The term "Collateral" as used in this Agreement shall mean all of the now existing or hereafter acquired right, title and interest of Borrowers in and to (a) the Initial Properties, (b) the Additional Properties which are included in the collateral pool for the Credit Facility, (c) all Leases, Rents, easements, options, personal property and other rights or property related to the ownership or operation of the Properties which are included from time to time in the collateral pool for the Credit Facility, (d) any other collateral now or hereafter delivered to Co-Lenders pursuant to the provisions of this Agreement or the other Credit Facility Documents as collateral for the Credit Facility and (e) all proceeds of the foregoing.

Commitment Fee: The term "Commitment" as used in this Agreement shall have the meaning given to such term in paragraph 10 of the main body of this Agreement.

Credit Facility: The term "Credit Facility" as used in this Agreement shall have the meaning given to such term in the Preliminary Statement on the first page of the main body of this Agreement.

Credit Facility Documents: The term "Credit Facility Documents" as used in this Agreement shall collectively mean this Agreement, the Credit Facility Notes, the Mortgages, the Assignments of Leases and Rents, the Guaranty of Payment, the Hazardous Material Guaranty and Indemnification Agreement and all other documents and instruments of any nature whatsoever now or hereafter executed and delivered in connection with this Agreement or the Credit Facility, as any of the same may from time to time be amended, modified, extended, supplemented, renewed, replaced or restated.

Credit Facility Notes: The term "Credit Facility Notes" as used in this Agreement shall mean, collectively, the following: (i) that certain Note dated the date hereof in the original principal amount of $35,000,000.00 given by Borrowers to Smith Barney, and (ii) that certain Note dated the date hereof in the original principal amount of $35,000,000.00 given by Borrowers to

NationsBank, as such Notes may from time to time be amended, modified, extended, supplemented, renewed, replaced or restated.

Credit Facility Outstanding: The term "Credit Facility Outstanding" as used in this Agreement shall mean the outstanding principal balance of the Credit Facility from time to time.

Credit Facility Percentage Interests: The term "Credit Facility Percentage Interests" as used in this Agreement shall have the meaning given to such term in paragraph 2 of the main body of this Agreement.

Debt: The term "Debt" as used in this Agreement shall mean all principal, interest, additional interest and other sums of any nature whatsoever which may or shall become due and payable to Co-Lenders in accordance with the provisions of the Credit Facility Documents.

default: The term "default" as used in this Agreement shall mean the occurrence of any default by Borrowers or any other Person in the observance or performance of any of the terms, covenants or provisions of this Agreement, the Credit Facility Notes, the Mortgages or the other Credit Facility Documents on the part of Borrowers or such other Person to be observed or performed without regard to whether such default constitutes or would upon notice or lapse of time, or both, constitute an Event of Default under this Agreement, the Credit Facility Notes, the Mortgages or the other Credit Facility Documents.

Default Rate: The term "Default Rate" as used in this Agreement shall, to the extent necessary, be determined on a daily basis and shall be equal to four (4%) percent plus the greater on a daily basis of (i) the weighted average of the LIBOR Rates, if any, from time to time, applicable to the Credit Facility Notes, and (ii) the Floating Rate, provided, however, that the Default Rate shall in no event exceed the maximum interest rate permitted by applicable law. The Default Rate shall be calculated for the actual number of days elapsed on the basis of a 360-day calendar year.

Emmes Properties: The term "Emmes Properties" as used in this Agreement shall collectively mean (A) the premises located in Mt. Laurel, Burlington County, New Jersey together with the improvements erected thereon and commonly known as (i) 2000-4000 Midlantic Drive, (ii) 9000 Midlantic Drive, (iii) 10000 Midlantic Drive, and (iv) 15,000 Midlantic Drive, and (B) the premises located in Upper Merion Township, Montgomery County, Pennsylvania together with the improvements erected thereon and commonly known as 7000 Geerdes Boulevard.

Environmental Requirements: The term "Environmental Requirements" as used in this Agreement shall have the meaning given to such term in paragraph 20 of the main body of this Agreement.

Environmental Reports: The term "Environmental Reports" as used in this Agreement shall mean (i) in respect of the Initial Properties, the environmental reports listed on Schedule 4 attached hereto, and (ii) in respect of any Additional Property which is added to the collateral pool for the Credit Facility from time to time, the environmental reports delivered to and approved by Co-Lenders, in accordance with the provisions of paragraph 1(1) of Exhibit D-1 attached hereto.

ERISA: The term "ERISA" as used in this Agreement shall have the meaning given to such term in paragraph 12(u) of the main body of this Agreement.

Events of Default: The term "Events of Default" as used in this Agreement shall have the meaning given to such term in paragraph 31 of the main body of this Agreement.

Existing Credit Agreement: The term "Existing Credit Agreement" as used in this Agreement shall mean a certain Revolving Credit Facility dated as of November 25, 1996 among Smith Barney Mortgage Capital Group, Inc.; NationsBank, N.A., acting in its individual capacity; Brandywine Realty Trust; Brandywine Operating Partnership, L.P.; LC/N Horsham Limited Partnership; LC/N Keith Valley Limited Partnership I; Nichols Lansdale Limited Partnership III; Newtech III Limited Partnership; Newtech IV Limited Partnership; C/N Oaklands Limited Partnership I; Fifteen Horsham, L.P.; C/N Leedom Limited Partnership II; C/N Iron Run Limited Partnership III; and NationsBank, N.A., acting in its capacity as administrative and documentation agent.

Existing Credit Facility: The term "Existing Credit Facility" as used in this Agreement shall mean the $80,000,000 revolving credit facility extended to Borrowers and certain of their Affiliates in accordance with the terms of the Existing Credit Agreement.

Existing Credit Facility Documents: The term "Existing Credit Facility Documents" as used in this Agreement shall mean the "Credit Facility Documents" as defined and described in the Existing Credit Agreement.

Federal Funds Effective Rate: The term "Federal Funds Effective Rate" as used in this Agreement shall have the meaning given to such term in paragraph 1(ii) of Exhibit B to this Agreement.

FF&E: The term "FF&E" as used in this Agreement shall mean, collectively, all goods (as such term is defined in the Uniform Commercial Code), now owned or hereafter acquired by Borrowers, located at or used in connection with the Properties and the operation of the Properties, including, without limitation,
(i) all furniture and furnishings and all other items of personal property (including inventory now owned or hereafter acquired by Borrowers but excluding inventory and personal property owned by Lessee or any Other Lessee) located on, or used in connection with the operation of the Properties, together with all replacements, modifications, alterations and additions thereto; and (ii) all equipment, machinery, fixtures and other items of property required or incidental to the use of the Properties, including all components thereof, now and hereafter permanently affixed to or incorporated into the Properties, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste, disposal, air-cooling and air conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which to the greatest extent permitted by law are deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto.

Financial Covenants: The term "Financial Covenants" as used in this Agreement shall mean all of the financial covenants contained in this Agreement and the Existing Credit Facility Agreement and including, without limitation, the financial covenant set forth in paragraphs 11 and 13 of this Agreement and the Debt-to-Tangible Net Worth Requirement, the Fixed Charge Coverage Ratio, the Loan to Value Requirement, the Minimum Debt Service Coverage Ratio and the Supplemental Debt Service Coverage Ratio (all as defined and more particularly described in the Existing Credit Agreement and as in effect on the date of this Agreement and without regard to any amendment of the Existing Credit

Agreement made after the date of this Agreement unless otherwise agreed to by Co-Lenders in the exercise of their sole and absolute discretion).

Financing Statements: The term "Financing Statements" as used in this Agreement shall mean Uniform Commercial Code Financing Statements, in form and content acceptable to Co-Lenders.

FIRREA: The term "FIRREA" as used in this Agreement shall mean the Financial Institutions Reform, Recovery and Enforcement Act.

Floating Rate: The term "Floating Rate" as used in this Agreement shall have the meaning given to such term in paragraph 1(ii) of Exhibit B to this Agreement.

GAAP: The term "GAAP" shall mean generally accepted accounting practices consistently applied.

Governmental Authority: The term "Governmental Authority" as used in this Agreement shall have the meaning given to such term in paragraph 20 of the main body of this Agreement.

Guarantor: The term "Guarantor" as used in this Agreement shall collectively mean WOP, BRP and BRSC.

Guaranty of Payment: The term "Guaranty of Payment" as used in this Agreement shall mean that certain Guaranty of Payment dated the date hereof given by Guarantors to Agent, the form of which is attached hereto as Exhibit I.

Hazardous Material: The term "Hazardous Material" as used in this Agreement shall have the meaning given to such term in paragraph 20 of the main body of this Agreement.

Hazardous Material Guaranty and Indemnification Agreement: The term "Hazardous Material Guaranty and Indemnification Agreement" as used in this Agreement shall mean that certain Hazardous Material Guaranty and Indemnification Agreement dated the date hereof given by Guarantors to Agent, the form of which is attached hereto as Exhibit J.

Initial Properties: The term "Initial Properties" as used in this Agreement shall mean the Owned Properties constituting part of the original collateral pool for the Credit Facility and, to the extent accepted for inclusion in the collateral pool, the Pending Properties, all as more particularly described in Exhibit E attached hereto.

Insurance Policies: The term "Insurance Policies" as used in this Agreement shall have the meaning given to such term in paragraph 18 of the main body of this Agreement.

Insurance Premiums: The term "Insurance Premiums" as used in this Agreement shall have the meaning given to such term in paragraph 18 of the main body of this Agreement.

Interest Payment Date: The term "Interest Payment Date" as used in this Agreement shall have the meaning given to such term in paragraph 1(iii) of Exhibit B to this Agreement.

Interest Period: The term "Interest Period" as used in this Agreement shall have the meaning given to such term in paragraph 1(iv) of Exhibit B to this Agreement.

Internal Revenue Code: The term "Internal Revenue Code" as used in this Agreement shall mean the Internal Revenue Code of 1986, as amended, or any successor statute.

Leases: The term "Leases" as used in this Agreement shall mean collectively mean all leases, licenses and other agreements now or hereafter entered into and affecting or relating to the use or occupancy of the Properties from time to time constituting part of the collateral pool for the Credit Facility.

LIBOR Rate: The term "LIBOR Rate" as used in this Agreement shall have the meaning given to such term in paragraph 1(v) of Exhibit B to this Agreement.

Material Agreements: The term "Material Agreements" as used in this Agreement shall mean all REAs, condominium declarations and related documents and all other agreements which in the judgment of Co-Lenders are material to the value, use, operation or management of any Property from time to time constituting part of the collateral pool for the Credit Facility, or the modification, amendment or termination of which could or would in the judgment of Co-Lenders have a material adverse effect on the value, use, operation or management of any Property from time to time constituting part of the collateral pool for the Credit Facility.

Maturity Date: The term "Maturity Date" shall have the meaning given to such term in paragraph 3 of the main body of this Agreement.

Mortgages: The term "Mortgages" as used in this Agreement shall mean fully cross defaulted and cross collateralized blanket mortgages constituting first liens on the fee estate of BOP in the Properties to be executed and delivered by BOP to Agent and securing payment in full of the Debt, the forms of which are attached hereto as Exhibits F and G.

NAREIT: The term "NAREIT" as used in this Agreement shall mean the National Association of Real Estate Investment Trusts.

NationsBank: The term "NationsBank" as used in this Agreement shall have the meaning given to such term in the preamble to the main body of this Agreement.

Owned Properties: The term "Owned Properties" as used in this Agreement shall mean the Properties which, as of the date hereof, are owned by BOP and which are so identified on Exhibit E attached hereto.

Pending Properties: The term "Pending Properties" as used in this Agreement shall mean the Properties whose owner is identified as "Pending" on Exhibit E attached hereto, all to which Properties Borrowers have contracted to acquire but none of which are owned by Borrowers as of the date hereof.

Permitted Title Exceptions: The term "Permitted Title Exceptions" as used in this Agreement shall mean those matters set forth in the title insurance policies insuring the respective liens of the Mortgages on the date hereof and those matters otherwise approved in writing by Co-Lenders.

Person: The term "Person" as used in this Agreement shall mean an individual, a corporation, a firm, a limited or general partnership, an association, a joint venture or any other entity or organization, including a governmental or political subdivision or an agent or instrumentality thereof.

Properties: The term "Properties" as used in this Agreement shall mean the properties (including, without limitation, the Owned Properties) from time to time constituting part of the collateral pool for the Credit Facility.

Prime Rate: The term "Prime Rate" as used in this Agreement shall have the meaning given to such term in paragraph 1(ii) of Exhibit B to this Agreement.

Principal Balance: The term "Principal Balance" as used in this Agreement shall have the meaning given to such term in paragraph 1(vii) of Exhibit B to this Agreement.

REA: The term "REA" as used in this Agreement shall mean, with respect to any individual Property, any executed and delivered comprehensive reciprocal easement and operating agreement which encumbers a Property and which either benefits such Property or will enhance the integrated use, operation and management of such Property.

Rents: The term "Rents" as used in this Agreement shall mean all rents, royalties, issues, profits, rent equivalent income, security deposits, insurance proceeds, tax refunds, any other revenues, income benefits or proceeds of any nature whatsoever generated by, arising from or otherwise relating to the Properties.

Request for Advance: The term "Request for Advance" as used in this Agreement shall have the meaning given to such term in paragraph 5 of the main body of this Agreement.

Required Due Diligence Materials: The term "Required Due Diligence Materials" as used in this Agreement shall mean all materials required by paragraph 1 of Exhibit D-1 of this Agreement.

Re-Set Date: The term "Re-Set Date" as used in this Agreement shall have the meaning given to such term in paragraph 1(viii) of Exhibit B to this Agreement.

Re-Set Date A: The term "Re-Set Date A" as used in this Agreement shall have the meaning given to such term in paragraph 1(ix) of Exhibit B to this Agreement.

Re-Set Date B: The term "Re-Set Date B" as used in this Agreement shall have the meaning given to such term in paragraph 1(x) of Exhibit B to this Agreement.

Re-Set Date C: The term "Re-Set Date C" as used in this Agreement shall have the meaning given to such term in paragraph 1(xi) of Exhibit B to this Agreement.

Re-Set Date D: The term "Re-Set Date D" as used in this Agreement shall have the meaning given to such term in paragraph 1(xii) of Exhibit B to this Agreement.

Roll Over Date: The term "Roll Over Date" as used in this Agreement shall have the meaning given to such term in paragraph 1(xiii) of Exhibit B to this Agreement.

Smith Barney: The term "Smith Barney" as used in this Agreement shall have the meaning given to such term in preamble to the main body of this Agreement.

Springdale: The term "Springdale" as used in this Agreement shall mean the premises located in Whiteland Township, Chester County, Pennsylvania together with the improvements erected thereon and commonly known as 748 and 855 Springdale Drive.

Sproul Road: The term "Sproul Road" as used in this Agreement shall mean the premises located in Marple Township, Delaware County, Pennsylvania together with the improvements erected thereon and commonly known as 974 Sproul Road.

Taxes: The term "Taxes" as used in this Agreement shall have the meaning given to such term in paragraph 17 of the main body of this Agreement.

Telerate Page 3750: The term "Telerate Page 3750" as used in this Agreement shall have the meaning given to such term in paragraph 1(v) of Exhibit B to this Agreement.

Title Company: The term "Title Company" as used in this Agreement shall collectively mean Commonwealth Land Title Insurance Company, a Pennsylvania corporation.

WOP: The term "WOP" as used in this Agreement shall mean Witmer Operating Partnership, L.P., a Delaware limited partnership.

EXHIBIT B

(Credit Facility Payment Provisions)

1. The following terms as used in this Exhibit shall have the following meanings:

(i) The term "Business Day" shall mean any day on which Agent is open for business in the city in which its principal office is located and on which commercial banks in the City of London, England are open for dealings in U.S. dollar deposits in the London Interbank Market, provided, however, that during any period of time during which the entire Principal Balance is bearing interest at the Floating Rate in accordance with the provisions of this Note hereinafter set forth, the term "Business Day" shall mean any day on which Agent is open for business in the city in which its principal office is located.

(ii) The term "Floating Rate" shall mean a rate per annum equal to 25 basis points plus the greater on a daily basis of (a) the Prime Rate, or (b) the Alternate Credit Rate. The term "Prime Rate" shall mean such rate of interest as is publicly announced by NationsBank or other comparable bank designated by Agent at its principal office from time to time as its prime rate. Any change in the Prime Rate shall be effective on the date such change is announced by NationsBank or other comparable bank designated by Agent. The term "Alternate Credit Rate" shall mean a rate per annum equal to 50 basis points plus the Federal Funds Effective Rate from time to time. The "Federal Funds Effective Rate" shall to the extent necessary be determined by Agent separately for each day during the term of the Credit Facility and shall for each such day be a rate per annum 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, as published for each such day (or if any such day is not a business day, for the next immediately preceding business day) by the Federal Reserve Bank of New York, or if the weighted average of such rates is not so published for any such day which is a business day, the average of the quotations for any such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected by Agent. The term "business day" as used in the preceding sentence of this subparagraph shall mean any day on which the Federal Reserve Bank of New York is open for business. Any change in the Floating Rate as a result of a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of any such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be. If for any reason Agent shall have determined (which determination shall be conclusive and binding on Borrowers) that Agent is unable to ascertain the Federal Funds Effective Rate for any reason, including, without limitation, the inability or failure of Agent to obtain sufficient bids for the purposes of determining the Federal Funds Effective Rate in accordance with the provisions of this subparagraph, the Floating Rate shall be determined on the basis of the Prime Rate until the circumstances giving rise to such inability no longer exist. The Floating Rate shall be calculated for the actual number of days elapsed on the basis of a 360-day year. Each determination of the Floating Rate shall be made by Agent and shall be conclusive and binding upon Borrowers absent manifest error.

(iii) The term "Interest Payment Date" shall mean July 1, 1997 and the first day of each month thereafter during the term of the Credit Facility, provided, however, that if the first day of any such month shall not be a Business Day, the Interest Payment Date for such month shall be the next succeeding Business Day.

(iv) The term "Interest Period" shall mean the period of time during which a particular LIBOR Rate will be applicable to all or any particular portion of the Principal Balance in accordance with the provisions of this Exhibit, it being agreed that (a) each Interest Period (I) which commences on a Re-Set Date A shall terminate on a ReSet Date A, (II) which commences on a Re-Set Date B shall terminate on a Re-Set Date B, (III) which commences on a Re-Set Date C shall terminate on a Re-Set Date C, and (IV) which commences on a Re-Set Date D shall terminate on a Re-Set Date D, (b) each Interest Period shall, except as specifically provided to the contrary in this subparagraph (iv) and in paragraph 4 below, be of a duration of one month, (c) no Interest Period shall extend beyond the Maturity Date, and (d) the portion of the Principal Balance with respect to which a particular Interest Period is applicable will bear interest at the LIBOR Rate pertaining to such Interest Period from and including the first day of such Interest Period to, but not including, the last day of such Interest Period.

(v) The "LIBOR Rate" applicable to a particular Interest Period shall mean a rate per annum equal to 175 basis points plus the Base LIBOR Rate applicable to such Interest Period. The "Base LIBOR Rate" applicable to a particular Interest Period shall mean a rate per annum equal to the rate for U.S. dollar deposits with maturities comparable to such Interest Period which appears on Telerate Page 3750 as of 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, provided, however, that if such rate does not appear on Telerate Page 3750, the "Base LIBOR Rate" applicable to such Interest Period shall mean a rate per annum equal to the rate at which U.S. dollar deposits in an amount approximately equal to the Principal Balance (or the portion thereof which will bear interest at a LIBOR Rate during the Interest Period to which such Base LIBOR Rate is applicable in accordance with the provisions of this Exhibit), and with maturities comparable to the last day of the Interest Period with respect to which such Base LIBOR Rate is applicable, are offered in immediately available funds in the London Interbank Market to the London office of NationsBank or other comparable bank designated by Agent by leading banks in the Eurodollar market at 11:00 a.m., London time, two (2) Business Days prior to the commencement of the Interest Period to which such Base LIBOR Rate is applicable. The term "Telerate Page 3750" means the display designated as "Page 3750" on the Associated Press-Dow Jones Telerate Service (or such other page as may replace Page 3750 on the Associated Press-Dow Jones Telerate Service or such other service as may be nominated by the British Bankers' Association as the information vendor for the purpose of displaying British Bankers' Association interest settlement rates for U.S. dollar deposits). Any Base LIBOR Rate determined on the basis of the rate displayed on Telerate Page 3750 in accordance with the foregoing provisions of this subparagraph shall be subject to corrections, if any, made in such rate and displayed by the Associated Press-Dow Jones Telerate Service within one hour of the time when such rate is first displayed by such Service. Each determination of the LIBOR Rate and the Base LIBOR Rate applicable to a particular Interest Period shall be made by Agent and shall be conclusive and binding upon Borrowers absent manifest error. Interest

at the applicable LIBOR Rate from time to time shall be calculated for the actual number of days elapsed on the basis of a 360-day year.

(vi) The term "Maturity Date" shall mean July 30, 1997.

(vii) The term "Principal Balance" shall mean the outstanding principal balance of the Credit Facility from time to time.

(viii) The term "Re-Set Date" shall mean, as applicable, a Re-Set Date A, a Re-Set Date B, a Re-Set Date C or a Re-Set Date D.

(ix) The term "Re-Set Date A" shall mean May 30, 1997 and thereafter the 30th day of each subsequent calendar month during the term of the Credit Facility, provided, however, that if the 30th day of any such subsequent calendar month during the term of the Credit Facility shall not be a Business Day, the Re-Set Date A for such calendar month shall be the next succeeding Business Day, unless the next such succeeding Business Day would fall in the next calendar month, in which event the Re-Set Date A for such calendar month shall be the next preceding Business Day. For the purposes of this Exhibit the period of time between any two consecutive Re-Set Dates As during the term of the Credit Facility shall be deemed to be a period of one month.

(x) The term "Re-Set Date B" shall mean the date set forth in Borrowers' Request for Advance (which date must be a Business Day) and thereafter the numerically corresponding day of each subsequent calendar month during the term of the Credit Facility, provided, however, that if the numerically corresponding day of any such subsequent calendar month during the term of the Credit Facility shall not be a Business Day, the Re-Set Date B for such calendar month shall be the next succeeding Business Day, unless the next such succeeding Business Day would fall in the next calendar month, in which event the Re-Set Date B for such calendar month shall be the next preceding Business Day. For the purposes of this Exhibit the period of time between any two consecutive Re-Set Date Bs during the term of the Credit Facility shall be deemed to be a period of one month.

(xi) The term "Re-Set Date C" shall mean the date set forth in Borrowers' Request for Advance (which date must be a Business Day) and thereafter the numerically corresponding day of each subsequent calendar month during the term of the Credit Facility, provided, however, that if the numerically corresponding day of any such subsequent calendar month during the term of the Credit Facility shall not be a Business Day, the Re-Set Date C for such calendar month shall be the next succeeding Business Day, unless the next such succeeding Business Day would fall in the next calendar month, in which event the Re-Set Date C for such calendar month shall be the next preceding Business Day. For the purposes of this Exhibit the period of time between any two consecutive Re-Set Date Cs during the term of the Credit Facility shall be deemed to be a period of one month.

(xii) The term "Re-Set Date D" shall mean the date set forth in Borrowers' Request for Advance (which date must be a Business Day) and thereafter the numerically corresponding day of each subsequent calendar month during the term of the Credit Facility, provided, however, that if the numerically corresponding day of any such subsequent calendar month during the term of the Credit Facility shall not be a Business Day, the Re-Set Date D for such calendar month shall be the next succeeding

Business Day, unless the next such succeeding Business Day would fall in the next calendar month, in which event the Re-Set Date D for such calendar month shall be the next preceding Business Day. For the purposes of this Exhibit the period of time between any two consecutive Re-Set Date Ds during the term of the Credit Facility shall be deemed to be a period of one month.

(xiii) The "Roll Over Date" applicable to a particular Interest Period shall mean the last day of such Interest Period.

2. Borrower shall pay to Agent, for the equal and ratable benefit of Co-Lenders, the Principal Balance or so much thereof as may be advanced by Co-Lenders to Borrowers and be outstanding from time to time in accordance with the provisions of this Agreement, with interest thereon from and including the date of this Agreement to, but not including, the date the Principal Balance is paid in full calculated in the manner hereinafter set forth, as follows:

(i) interest on the Principal Balance calculated in the manner hereinafter set forth shall be due and payable in Federal funds or other immediately available funds on each Interest Payment Date during the term of the Credit Facility; and

(ii) the entire Principal Balance, together with all interest accrued and unpaid thereon calculated in the manner hereinafter set forth and all other sums due in respect of the Credit Facility in accordance with the Credit Facility Documents, shall be due and payable on the Maturity Date.

3. All payment in respect of the Principal Balance, interest on the Principal Balance and all other sums which may or shall become due and payable in respect of the Credit Facility in accordance with the provisions of the Credit Facility Notes, this Agreement and the other Credit Facility Documents shall (except to the extent otherwise specifically provided to the contrary in the Credit Facility Documents) be paid to Agent for the equal and ratable benefit of Co-Lenders.

4. The entire Principal Balance shall, except as specifically provided to the contrary in this paragraph and in paragraph 6 and paragraph 11 of this Exhibit, bear interest at one or more of the available LIBOR Rates. The available LIBOR Rates shall consist of a one-month LIBOR Rate determined in accordance with the provisions of paragraph 1 (v) and paragraph 6 of this Exhibit, it being agreed that (i) Borrowers shall have the right to select the LIBOR Rate or Rates from time to time applicable to the Principal Balance, and (ii) each LIBOR Rate from time to time so selected by Borrowers shall take effect and shall end on (i) a Re-Set Date A, (ii) a Re-Set Date B,
(iii) a ReSet Date C or (iv) a Re-Set Date D. Except as hereinafter specifically provided to the contrary in this paragraph, Borrower shall not have the right to select more than one LIBOR Rate to take effect on any given Re-Set Date. The LIBOR Rate selected by Borrowers or otherwise designated for a particular Re-Set Date in accordance with the foregoing provisions of this paragraph, shall be in effect from and including the first day of the Interest Period to which such LIBOR Rate pertains to, but not including, the Roll Over Date applicable to such Interest Period, and shall (subject to the following provisions of this paragraph) be applicable to the entire portion of the Principal Balance with respect to which a LIBOR Rate or Rates are due to be re-set on such Re-Set Date, as well as to any portion of the Principal Balance bearing interest at a Floating Rate and any advance of the Credit Facility

scheduled to be made on such Re-Set Date. Borrowers shall have the right to select up to, but not in excess of, two LIBOR Rates to take effect on any given Re-Set Date by written notice given to Agent at least five (5) Business Days prior to the applicable Re-Set Date in which Borrowers shall specify the two LIBOR Rates so selected by Borrowers and the respective portions of the Principal Balance (inclusive of any advance of the Credit Facility scheduled to be made on such Re-Set Date) to which such LIBOR Rates are to respectively pertain, subject to compliance with the following conditions: 1) the minimum portion of the Principal Balance to which any such LIBOR Rate may pertain shall be equal to at least $3,000,000, and 2) each such LIBOR Rate so selected by Borrowers shall be applicable to the portion of the Principal Balance to which it pertains from and including the first day of the applicable Interest Period to, but not including, the Roll Over Date applicable to such Interest Period. Each portion of the Principal Balance bearing interest at a LIBOR Rate with a Roll Over Date other than the Maturity Date and which is less than one month prior to the Maturity Date shall from and after such Roll Over Date at the election of Agent either bear interest at the Floating Rate or at a one month LIBOR Rate determined in accordance with the provisions of paragraph 1(v) and paragraph 6 of this Exhibit from and including such Roll Over Date to, but not including, the Maturity Date, it being agreed that any such one-month LIBOR Rate shall be determined on the basis of an assumed Interest Period of one month.

5. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Facility Documents, Borrowers shall not have the right (other than as provided in the next sentence) to obtain more than one advance per month under the Credit Facility. Notwithstanding the foregoing, Borrowers shall have the right to obtain more than one advance under the Credit Facility per month if such additional advance is being made pursuant to this Agreement in connection with the acquisition of a Pending Property or an Additional Property in accordance with the provisions of this Agreement.

6. Agent shall, as soon as practicable after 9:30 a.m., Charlotte, North Carolina time, two (2) Business Days prior to the commencement of a particular Interest Period, determine the LIBOR Rate which will be in effect during such Interest Period and inform Borrowers of the LIBOR Rate so determined (which determination shall be conclusive and binding upon Borrowers absent manifest error). In the event, and on each occasion, that on the day two
(2) Business Days prior to the commencement of a particular Interest Period, Agent shall have determined in good faith (which determination shall be conclusive and binding upon Borrowers) that U.S. dollar deposits in an amount approximately equal to the portion of the Principal Balance which is to bear interest at a particular LIBOR Rate during such particular Interest Period in accordance with the provisions of this Exhibit are not generally available at such time in the London Interbank Market, or reasonable means do not exist for ascertaining a LIBOR Rate for such particular Interest Period, Agent shall so notify Borrowers and the interest rate applicable to the portion of the Principal Balance with respect to which such LIBOR Rate was to pertain shall automatically be converted to the Floating Rate as of the date upon which such particular Interest Period was to have commenced, it being agreed that the Floating Rate shall remain in effect thereafter with respect to such portion of the Principal Balance unless and until Agent shall have determined in good faith (which determination shall be conclusive and binding upon Borrowers) that the aforesaid circumstances no longer exist, whereupon the interest rate applicable to such portion of the Principal Balance shall be converted back to a LIBOR Rate determined in the manner hereinabove set forth in this Exhibit effective as of the first Re-Set Date which occurs ten (10) Business Days or more after such good faith

determination by Agent. If any change in any law or regulation or in the interpretation thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any one or more of Co-Lenders to make or maintain LIBOR Rates with respect to the Principal Balance or any portion thereof or to fund the Principal Balance or any portion thereof at LIBOR Rates in the London Interbank Market or to give effect to their respective obligations as contemplated by this Exhibit, then, upon notice by Agent to Borrowers, the interest rate applicable to the entire Principal Balance shall be automatically converted to the Floating Rate, it being agreed that any notice given by Agent to Borrowers pursuant to this sentence shall, if lawful, be effective insofar as it pertains to any particular portion of the Principal Balance bearing interest at a particular LIBOR Rate on the last day of the then existing Interest Period pertaining to such particular portion of the Principal Balance, or if not lawful, shall be effective immediately upon being given by Agent to Borrowers, and that the Floating Rate shall remain in effect thereafter with respect to such particular portion of the Principal Balance unless and until Agent shall have determined in good faith (which determination shall be conclusive and binding upon Borrowers) that the aforesaid circumstances no longer exist, whereupon the interest rate applicable to such portion of the Principal Balance shall be converted to a LIBOR Rate determined in the manner hereinabove set forth in this Exhibit effective as of the first Re-Set Date which occurs ten (10) Business Days or more after such good faith determination by Agent. If the interest rate applicable to any particular portion of the Principal Balance is converted from a LIBOR Rate to the Floating Rate on a date other than a Roll Over Date in accordance with the provisions of the preceding sentence, Borrowers shall pay to Agent on demand an amount equal to the prepayment premium, if any, which would have been due pursuant to the provisions of this Exhibit hereinafter set forth if the portion of the Principal Balance bearing interest at such LIBOR Rate was prepaid in full on the date of such conversion.

7. Borrowers recognize that the cost to Co-Lenders of making or maintaining LIBOR Rates with respect to the Principal Balance or any portion thereof may fluctuate and Borrowers agree to pay Agent within ten (10) days after demand by Agent an additional amount or amounts as Agent shall reasonably determine will compensate Co-Lenders for actual costs incurred by Co-Lenders in maintaining LIBOR Rates on the Principal Balance or any portion thereof as a result of:

(i) the imposition after the date of this Agreement of, or changes after the date of this Agreement in, or the actual maintenance after the date of this Agreement by any Co-Lender of, reserves in accordance with the reserve requirements now or hereafter promulgated by the Board of Governors of the Federal Reserve System of the United States, including, but not limited to, any reserve on Eurocurrency Liabilities as defined in Regulation D of the Board of Governors of the Federal Reserve System of the United States at the ratios provided in such Regulation from time to time, it being agreed that the portion of the Principal Balance bearing interest at LIBOR Rates from time to time in accordance with the provisions of this Exhibit shall be deemed to constitute Eurocurrency Liabilities, as defined by such Regulation; or

(ii) any change, after the date of this Agreement, in applicable law, rule or regulation or in the interpretation or administration thereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) or by any domestic or foreign court changing the basis of

taxation of payments to any Co-Lender of the Principal Balance or interest on the Principal Balance or any portion thereof at a LIBOR Rate or any other fees or amounts payable in respect of the Credit Facility pursuant to the provisions of the Credit Facility Documents (other than taxes imposed on all or any portion of the overall net income of any such Co-Lender by the Federal government or by the state or country of incorporation or domicile of any such Co-Lender or by any political subdivision or taxing authority of the Federal government or any such state or country), or imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any such Co-Lender or imposing on any such Co-Lender or on the London Interbank Market any other condition affecting the Credit Facility, the Credit Facility Documents or the portion of the Principal Balance bearing interest at LIBOR Rates so as to increase the cost to any such Co-Lender of making or maintaining LIBOR Rates with respect to the Principal Balance or any portion thereof or to reduce the amount of any sum received or receivable by any such Co-Lender with respect to the Credit Facility pursuant to the provisions of the Credit Facility Documents (whether of principal, interest or otherwise), by an amount deemed by Agent in good faith to be material, but without duplication for payments required under subparagraph (i) above.

Any amount or amounts payable by Borrowers to Co-Lenders pursuant to subparagraph (i) or (ii) above shall be paid by Borrowers to Co-Lenders within ten (10) days of receipt by Borrowers from Agent of a statement setting forth the amount or amounts due and the basis for the determination from time to time of such amount or amounts, which statement shall be conclusive and binding upon Borrowers absent manifest error. Failure on the part of Co-Lenders to demand compensation for any increased costs in any Interest Period shall not constitute a waiver of Co-Lenders' right to demand compensation for any increased costs incurred during any such Interest Period or in any other subsequent or prior Interest Period. Failure on the part of Co-Lenders to demand compensation for any increased costs in any Interest Period shall not constitute a waiver of Agent's right to demand compensation for any increased costs incurred during any such Interest Period or in any other subsequent or prior Interest Period.

8. Borrowers shall indemnify each Co-Lender against any loss or expense that any such Co-Lender may sustain or incur as a consequence of any failure by Borrowers to take down all or any portion of any advance of the Credit Facility (including, without limitation, the initial advance of the Credit Facility) on the date Borrowers requested that such advance be made in accordance with the provisions of this Agreement or as a consequence of any default by Borrowers in the payment of any portion of the Principal Balance bearing interest at a LIBOR Rate, or any part thereof or interest accrued thereon at a LIBOR Rate, as and when due and payable, or the occurrence of any Event of Default including, but not limited to, any loss or expense sustained or incurred by any such Co-Lender in liquidating or reemploying deposits from third parties acquired to effect or maintain a LIBOR Rate with respect to all or any portion of the Principal Balance or any advance of the Credit Facility requested or scheduled to be made pursuant to the provisions of this Agreement. Co-Lenders shall provide to Borrowers a statement explaining the amount of any such loss or expense, which statement shall be conclusive and binding upon Borrowers absent manifest error.

9. If after the date of this Agreement, Agent shall have determined that the adoption after the date of this Agreement of any law,

rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Co-Lender (or any lending office of any Co-Lender) or by any Co-Lender's holding company, as the case may be, 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 any Co-Lender's capital or on the capital of any Co-Lender's holding company, as the case may be, as a consequence of any Co-Lender's obligations with respect to the Credit Facility under the terms of the Credit Facility Documents to a level below that which any such Co-Lender or any such Co-Lender's holding company, as the case may be, could have achieved but for such adoption, change or compliance (taking into consideration any such Co-Lender's or any such Co-Lender's holding company's policies, as the case may be, with respect to capital adequacy) by an amount deemed by Agent to be material, then from time to time, Borrowers shall pay to Agent such additional amount or amounts as will compensate any such Co-Lender or any such Co-Lender's holding company, as the case may be, for such reduction. Any amount or amounts payable by Borrowers to Co-Lenders in accordance with the provisions of this paragraph shall be paid by Borrowers to Agent within ten (10) days of receipt by Borrowers from Agent of a statement setting forth the amount or amounts due and the basis for the determination from time to time of such amount or amounts, which statement shall be conclusive and binding upon Borrowers absent manifest error.

10. Subject to the following provisions of this paragraph, Borrowers shall have the right to prepay the Principal Balance in whole, or in part, upon not less than five (5) Business Days' prior written irrevocable notice to Agent specifying the intended date of prepayment, which date of prepayment shall not be more than fifteen (15) days after the date of such notice, and the amount to be prepaid and upon payment of all interest and other sums then due and payable pursuant to the provisions of the Credit Facility Documents. The portion of the Principal Balance specified in any such irrevocable notice of prepayment shall, notwithstanding anything to the contrary contained in the Credit Facility Documents, be absolutely and unconditionally due and payable on the date specified in such notice. No prepayment premium shall be payable if the portion of the Principal Balance being prepaid is bearing interest on the date of prepayment at the Floating Rate in accordance with the provisions of paragraph 11 of this Exhibit or otherwise in accordance with the provisions of this Exhibit, or if such prepayment occurs on the Roll Over Date pertaining to the portion of the Principal Balance being prepaid. If any particular portion of the Principal Balance being prepaid is bearing interest at a particular LIBOR Rate and such prepayment does not occur on the Roll Over Date pertaining to the portion of the Principal Balance being prepaid, Borrowers shall pay to Agent contemporaneously with such prepayment a prepayment premium equal to the portion of the Principal Balance being prepaid, multiplied by a per annum interest rate equal to the difference between the Base LIBOR Rate applicable to the portion of the Principal Balance being prepaid and the 360-day equivalent interest yield, as adjusted to reflect interest payments on a monthly basis (hereinafter called the "Reinvestment Rate"), on any U.S. Government Treasury Obligations selected by Agent, in its sole and absolute discretion, in an aggregate amount comparable to the portion of the Principal Balance being prepaid, and with maturities comparable to the Roll Over Date applicable to the portion of the Principal Balance being prepaid, calculated over a period of time from and including the date of prepayment to, but not

including, the Roll Over Date applicable to the portion of the Principal Balance being prepaid. If the Base LIBOR Rate applicable to the portion of the Principal Balance being prepaid is equal to or less than the Reinvestment Rate no prepayment premium shall be due. No prepayment premium payable under this paragraph shall in any event or under any circumstance be deemed or construed to be a penalty. If a portion of the Principal Balance is bearing interest at a LIBOR Rate or Rates and a portion of the Principal Balance is bearing interest at the Floating Rate in accordance with the provisions of this Exhibit on the date of a partial prepayment of the Principal Balance in accordance with the provisions of this paragraph, such partial prepayment shall be applied to the respective portions of the Principal Balance bearing interest at such LIBOR Rate or Rates and the Floating Rate in such order and manner so as to minimize the prepayment premium due with respect thereto as calculated pursuant to the provisions of this paragraph. Any payment of the Principal Balance after the Debt shall have been declared to be immediately due and payable in accordance with the provisions of the Credit Facility Documents, or after a foreclosure of one or more of the Mortgages has commenced as a result of the occurrence of an Event of Default, shall, to the extent permitted by law, be deemed to be a voluntary prepayment for all purposes of this paragraph and a prepayment premium calculated pursuant to the provisions of this paragraph shall be payable with respect thereto based upon the Base LIBOR Rate or Rates applicable to the Principal Balance immediately prior to such default, declaration or commencement. Agent shall deliver to Borrowers a statement setting forth the amount and basis of determination of the prepayment premium, if any, due in connection with a prepayment of the Principal Balance in accordance with the provisions of this paragraph, it being agreed that (a) the calculation of such prepayment premium may be based on any U.S. Government Treasury Obligations selected by Agent, in its sole and absolute discretion, (b) Co-Lenders shall not be obligated or required to have actually reinvested the prepaid portion of the Principal Balance in any such U.S. Government Treasury Obligations as a condition precedent to Borrowers being obligated to pay a prepayment premium calculated in accordance with the provisions of this paragraph, and (c) Borrowers shall not have the right to question the correctness of any such statement or the method of calculation set forth therein in the absence of manifest error. Borrowers shall, upon receipt of such statement and contemporaneously with any such prepayment of the Principal Balance, remit to Agent the prepayment premium, if any, due in connection therewith, as calculated pursuant to the provisions of this paragraph. Payee shall not be obligated to accept any prepayment of the Principal Balance unless it is accompanied by the prepayment premium, if any, due in connection therewith as calculated pursuant to the provisions of this paragraph. Any partial prepayment of the Principal Balance in accordance with the provisions of this paragraph shall be in a minimum amount of at least $1,000,000 and shall be in even multiples of $100,000. The provisions of this paragraph shall be applicable to any prepayment of the Principal Balance in whole or in part, it being agreed that any payment of the Principal Balance, in whole or in part, (i) to maintain compliance with the Financial Covenants, (ii) in connection with any mandatory pay down of the Principal Balance pursuant to paragraph 8 of this Agreement, or (iii) otherwise pursuant to or as required by the provisions of the Credit Facility Documents, shall be deemed to be a voluntary prepayment for the purposes of this paragraph and a prepayment premium calculated pursuant to the provisions of this paragraph shall be payable with respect thereto.

11. Borrowers shall have the option upon not less than fifteen (15) Business Days' prior written notice to Agent given simultaneously and in conjunction with an irrevocable notice of prepayment given by Borrowers to Payee pursuant to paragraph 10 of this Exhibit, and provided that such

prepayment constitutes a mandatory prepayment of the Principal Balance pursuant to paragraph 8 of this Agreement, to convert the interest rate on the portion of the Principal Balance which is to be prepaid, as set forth in such notice of prepayment, to a Floating Rate effective as of the Re-Set Date A, the Re-Set Date B, the Re-Set Date C or the Re-Set Date D, as the case may be, occurring immediately prior to the designated date of prepayment, as set forth in such notice of prepayment, it being agreed that (i) such Re-Set Date A, ReSet Date B, Re-Set Date C or Re-Set Date D, as the case may be, must be ten (10) Business Days or more after the date of receipt by Agent from Borrowers of Borrowers' election to exercise such option pursuant to this paragraph, and (ii) the interest rate applicable to a particular portion of the Principal Balance may be converted from a particular LIBOR Rate to the Floating Rate, as of such Re-Set Date A, Re-Set Date B, Re-Set Date C or ReSet Date D, as the case may be, only if such Re-Set Date A, Re-Set Date B, ReSet Date C or Re-Set Date D, as the case may be, constitutes the Roll Over Date pertaining to such LIBOR Rate and such portion of the Principal Balance. If Borrowers exercise the aforesaid option, the interest rate on the portion of the Principal Balance with respect to which Borrowers have exercised such option will automatically convert to and be calculated at the Floating Rate from and including the Re-Set Date A, the Re-Set Date B, the Re-Set Date C or the Re-Set Date D, as the case may be, occurring immediately prior to the specified date of prepayment, as set forth in Borrowers' notice of prepayment, to, but not including, the earlier to occur of
(i) the date upon which such portion of the Principal Balance is paid in full, or (ii) the first Re-Set Date A, Re-Set Date B, Re-Set Date C or Re-Set Date D, as the case may be, occurring five (5) Business Days or more after the designated date of prepayment whereupon the interest rate on such portion of the Principal Balance (or so much thereof as may still be outstanding) shall (subject to the provisions of this Exhibit) thereafter be calculated at a LIBOR Rate determined in accordance with the provisions of this Exhibit. Nothing contained in the preceding sentence shall be deemed to qualify, modify or affect in any manner whatsoever the provisions of paragraph 10 of this Exhibit which provide that the portion of the Principal Balance specified in any notice of prepayment given by Borrowers to Agent pursuant to paragraph 10 of this Exhibit shall be absolutely and unconditionally due and payable on the date designated for such prepayment in such notice.

12. All sums which may or shall become due and payable by Borrowers in accordance with the provisions of paragraph 7, 8 or 9 of this Exhibit shall be evidenced by the Credit Facility Notes, shall be secured by the Mortgages and shall constitute part of the Debt.

Brandywine Operating Partnership, L.P., a Delaware limited partnership, as Mortgagor

to

NationsBank, N.A., not individually but acting in its capacity as administrative and documentation agent for the equal and ratable benefit of the co-lenders described herein, as Mortgagee

OPEN-END MORTGAGE AND SECURITY AGREEMENT
(This Mortgage Secures Future Advances)

Dated: As of May 30, 1997

RECORD AND RETURN TO:

Battle Fowler LLP
Park Avenue Tower
75 East 55th Street
New York, New York 10022

Attention: Dean A. Stiffle, Esq.

Uniform Parcel Identifier: _______

TABLE OF CONTENTS

                                                                       Page
                                                                       ----

1.  Payment of Debt....................................................  3

2.  Warranty of Title..................................................  3

3.  Leases and Rents...................................................  3

4.  Notice.............................................................  3

5.  Sale of Mortgaged Property.........................................  4

6.  Changes in Laws Regarding Taxation.................................  4

7.  No Credits on Account of the Debt..................................  5

8.  Documentary Stamps.................................................  5

9.  Events of Default..................................................  5

10. Certain Remedies...................................................  5

11. Appointment of Receiver............................................  6

12. Non-Waiver.........................................................  6

13. Construction.......................................................  7

14. Security Agreement.................................................  7

15. Further Acts, etc..................................................  8

16. Headings, etc......................................................  8

17. Filing of Mortgage, etc............................................  8

18. Recovery of Sums Required To Be Paid...............................  8

19. Actions, Cases and Proceedings.....................................  8

20. Inapplicable Provisions............................................  8

21. Duplicate Originals................................................  9

22. Certain Usage......................................................  9

23. Waiver of Notice...................................................  9

24. No Oral Change.....................................................  9

25. Waiver of Statutory Rights.........................................  9

26. Credit Agreement...................................................  9

27. Binding Effect.....................................................  9

                                                                       Page
                                                                       ----

28. Exculpation........................................................  9

29. Open-End Mortgage.................................................. 10

ACKNOWLEDGEMENT

EXHIBIT A - (Definitions) EXHIBIT B - (Description of Premises)

Uniform Parcel Identifier: _______

OPEN-END MORTGAGE AND SECURITY AGREEMENT
(This Mortgage Secures Future Advances)

This Mortgage entered into as of the 30th day of May, 1997, between Brandywine Operating Partnership, L.P., a Delaware limited partnership having an office c/o Brandywine Realty Trust, Newtown Square Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania (hereinafter referred to as "Mortgagor"); and NationsBank, N.A., a national banking association having an office at 8300 Greensboro Drive, McLean, Virginia, not individually, but acting in its capacity as administrative and documentation agent for the equal and ratable benefit of Co-Lenders, pursuant to and in accordance with the terms and provisions of the Credit Agreement (NationsBank, N.A., acting in such capacity as administrative and documentation agent being hereinafter referred to as "Mortgagee").

PRELIMINARY STATEMENT

A. All capitalized terms as used in this Mortgage shall, unless otherwise defined in this Mortgage, have the meanings given to such terms in Exhibit A attached hereto.

B. Mortgagor is the owner of a fee estate in the premises described in Exhibit B attached hereto (hereinafter referred to as the "Premises").

C. Co-Lenders have on the terms, covenants and provisions set forth in the Credit Agreement extended to Borrowers a credit facility in the principal sum of up to, but not in excess of, $70,000,000 (hereinafter referred to as the "Credit Facility"), which Credit Facility is evidenced by, and payable together with interest thereon in accordance with the provisions of, the Credit Facility Notes.

D. Co-Lenders were willing to extend the Credit Facility to Borrowers only if Mortgagor executed and delivered this Mortgage to Mortgagee, as administrative and documentation agent for the equal and ratable benefit of Co-Lenders, as security for the payment of the Debt.

E. NOW, THEREFORE, to secure the payment of an indebtedness in the principal sum of up to, but not in excess of, Seventy Million and 00/100 Dollars ($70,000,000.00), lawful money of the United States of America, or so much thereof as may be advanced and be outstanding from time to time in accordance with the provisions of the Credit Agreement, to be paid with interest in accordance with the provisions of the Credit Facility Notes and the Credit Agreement (said indebtedness, interest and any and all sums which may or shall become due in accordance with the provisions of the Credit Facility Documents being hereinafter collectively referred to as the "Debt"), Mortgagor has mortgaged, created a security interest in, given, granted, bargained, sold, aliened, enfeoffed, conveyed, confirmed and assigned, and by

these presents does mortgage, create a security interest in, give, grant, bargain, sell, alien, enfeoff, convey, confirm and assign unto Mortgagee forever all right, title and interest of Mortgagor now owned, or hereafter acquired, in and to the following property, rights and interests (such property, rights and interests being hereinafter collectively referred to as the "Mortgaged Property"):

(a) the Premises;

(b) all buildings and improvements now or hereafter located on the Premises (hereinafter referred collectively to as the "Improvements");

(c) all of the estate, right, title, claim or demand of any nature whatsoever of Mortgagor, either in law or in equity, in possession or expectancy, in and to the Mortgaged Property or any part thereof;

(d) all easements, rights-of-way, gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments, and appurtenances of any nature whatsoever, in any way belonging, relating or pertaining to the Mortgaged Property (including, without limitation, any and all development rights, air rights or similar or comparable rights of any nature whatsoever now or hereafter appurtenant to the Premises or now or hereafter transferred to the Premises) and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Premises to the center line thereof;

(e) all FF&E and the right, title and interest of Mortgagor in and to any of the FF&E which may be subject to any security agreements (as defined in the Uniform Commercial Code) superior in lien to the lien of this Mortgage;

(f) all awards or payments, including interest thereon, if any, and the right to receive the same, which may be made with respect to the Mortgaged Property, whether from the exercise of the right of eminent domain (including any transfer made in lieu of the exercise of said right), or for any other injury to or decrease in the value of the Mortgaged Property;

(g) all leases, licenses and other agreements affecting or relating to the use or occupancy of the Mortgaged Property now or hereafter entered into (such leases, licenses and other agreements are hereinafter collectively referred to as the "Leases") and the right to receive and apply the rents, income, revenues, receipts, accounts, accounts receivable, issues and profits of or derived from or relating to the Mortgaged Property (hereinafter collectively referred to as the "Rents") to the payment of the Debt;

(h) all proceeds of and any unearned premiums on any insurance policies covering the Mortgaged Property, including, without limitation, the right (subject to the provisions of the Credit Agreement) to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Mortgaged Property; and

(i) the right to appear in and defend any action, case or proceeding brought with respect to the Mortgaged Property and to commence any action, case or proceeding to protect the interest of Mortgagee in the Mortgaged Property;

TO HAVE AND TO HOLD the above granted and described Mortgaged Property unto and to the proper use and benefit of Mortgagee, and the successors and assigns of Mortgagee, forever;

PROVIDED, HOWEVER, that if Mortgagor shall pay, perform and discharge the obligations secured hereby in full, then this Mortgage and the estate hereby granted shall cease, terminate and become void.

AND Mortgagor covenants and agrees with and represents and warrants to Mortgagee as follows:

1. Payment of Debt. Mortgagor will pay the Debt at the time and in the manner provided for its payment in the Credit Facility Documents.

2. Warranty of Title. Subject only to those exceptions to title specifically set forth in the title policy issued or to be issued by the Title Company to Mortgagee and insuring the lien of this Mortgage, Mortgagor warrants the title to the Premises, the Improvements, the FF&E and the balance of the Mortgaged Property.

3. Leases and Rents. Subject to the terms of this paragraph, Mortgagee waives the right to enter the Mortgaged Property for the purpose of collecting the Rents, and grants Mortgagor the right to collect the Rents. Mortgagor shall collect and hold the Rents, or an amount sufficient to discharge all current sums due on the Debt, in trust for use in payment of the Debt. The right of Mortgagor to collect the Rents may be revoked by Mortgagee upon the occurrence of any Event of Default by giving notice of such revocation to Mortgagor. Following such notice and as long as such Event of Default is continuing (it being understood that the decision whether or not to accept the cure of an Event of Default shall be in the sole and absolute discretion of Mortgagee), Mortgagee may retain and apply the Rents toward payment of the Debt in such order, priority and proportions as Mortgagee, in its discretion, shall deem proper, or to the operation, maintenance and repair of the Mortgaged Property, and irrespective of whether Mortgagee shall have commenced a foreclosure of this Mortgage or shall have applied or arranged for the appointment of a receiver. In addition, Mortgagee shall have the absolute and unconditional right following the occurrence and during the continuance of an Event of Default to notify the tenants under the Leases that all Rents should be paid directly to Mortgagee. In addition to the rights which Mortgagee may have herein, if an Event of Default shall occur and shall be continuing Mortgagee, at its option, may require Mortgagor to pay monthly in advance to Mortgagee, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of such part of the Mortgaged Property as may be in possession of Mortgagor. Upon default in any such payment, Mortgagor will vacate and surrender possession of the Mortgaged Property to Mortgagee, or to such receiver and, in default thereof, Mortgagor may be evicted by summary proceedings or otherwise. Nothing contained in this paragraph shall be construed as imposing on Mortgagee any of the obligations of the landlord under the Leases.

4. Notice. Any notice, request, demand, statement, authorization, approval or consent made hereunder shall be in writing and shall be sent by Federal Express, or other reputable national courier service,

or by postage pre-paid registered or certified mail, return receipt requested, and shall be deemed given (i) when received at the following addresses if sent by Federal Express, or other reputable national courier service, and (ii) three
(3) business days after being postmarked and addressed as follows if sent by registered or certified mail, return receipt requested:

If to Mortgagor:

c/o Brandywine Realty Trust
Newtown Square Corporate Campus
16 Campus Boulevard, Suite 150
Newtown Square, Pennsylvania 19073
Attention: Gerard H. Sweeney
President and Chief Executive Officer

With a copy to:

Pepper, Hamilton & Scheetz 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, Pennsylvania 19103-2799 Attention: Michael H. Friedman, Esq.

If to Mortgagee:

NationsBank, N.A.
Real Estate Banking
8300 Greensboro Drive
McLean, Virginia 22102-3604
Attention: Cheryl D. Fitzgerald
Vice President

With copies to:

Cadwalader, Wickersham & Taft 201 South College Street - Suite 1510 Charlotte, North Carolina 28244 Attention: James P. Carroll, Esq.

and

Battle Fowler LLP Park Avenue Tower 75 East 55th Street New York, New York 10022 Attention: Dean A. Stiffle, Esq.

Each party may designate a change of address by notice to the other party, given at least fifteen (15) days before such change of address is to become effective.

5. Sale of Mortgaged Property. If this Mortgage is foreclosed, the Mortgaged Property, or any interest therein, may, at the discretion of Mortgagee, be sold in one or more parcels or in several interests or portions and in any order or manner.

6. Changes in Laws Regarding Taxation. In the event of the passage after the date of this Mortgage of any law of the State in which the

Premises are located deducting from the value of real property for the purpose of taxation any lien or encumbrance thereon or changing in any way the laws for the taxation of mortgages or debts secured by mortgages for state or local purposes or the manner of the collection of any such taxes, and imposing a tax, either directly or indirectly, on this Mortgage, the Credit Facility Notes or the Debt, Mortgagor shall, if permitted by law, pay any tax imposed as a result of any such law within the statutory period or within thirty (30) days after demand by Mortgagee, whichever is less, provided, however, that if, in the opinion of the attorneys for Mortgagee, Mortgagor is not permitted by law to pay such taxes, Mortgagee shall have the right, at its option, to declare the Debt due and payable on a date specified in a prior notice to Mortgagor of not less than sixty (60) days.

7. No Credits on Account of the Debt. Mortgagor will not claim or demand or be entitled to any credit or credits on account of the Debt for any part of the Taxes assessed against the Mortgaged Property or any part thereof and no deduction shall otherwise be made or claimed from the taxable value of the Mortgaged Property, or any part thereof, by reason of this Mortgage or the Debt.

8. Documentary Stamps. If at any time the United States of America, any state thereof, or any governmental subdivision of any such state, shall require revenue or other stamps to be affixed to the Credit Facility Notes (or any of them), this Mortgage or any of the other Credit Facility Documents, Mortgagor will, to the extent permitted by law, pay for the same, with interest and penalties thereon, if any.

9. Events of Default. The Debt shall become due at the option of Mortgagee upon the occurrence of any one or more of the Events of Default.

10. Certain Remedies. Following the occurrence of any Event of Default, Mortgagee shall have all rights and remedies provided pursuant to the Credit Facility Documents, at law and in equity.

(a) Without limiting the generality of the foregoing, Mortgagee may:

(i) Entry. Enter and take possession of Mortgaged Property or any part thereof, exclude Mortgagee and/or any lessee of any portion of the Mortgaged Property and all persons claiming under them wholly or partly therefrom, and operate, use, manage and control the same, or cause the same to be operated by a person selected by Mortgagee, either in the name of Mortgagor or otherwise, and upon such entry, from time to time, at the expense of Mortgagor, make all such repairs, replacements, alterations, additions or improvements thereto as Mortgagee may deem proper, and collect and receive the income therefrom and apply the same to the payment of all expenses which Mortgagee may be authorized to incur under the provisions of this Mortgage and the other Credit Facility Documents and applicable law, the remainder to be applied to the payment, performance and discharge of the obligations secured hereby in such order, priority and proportion as Mortgagee may determine in the exercise of its sole and absolute discretion until the same have been paid in full.

(ii) Foreclosure. Institute an action for the foreclosure of this Mortgage and the sale of the Mortgaged Property pursuant to the judgment or decree of a court of competent jurisdiction.

(iii) Sale. Sell the Mortgaged Property at foreclosure to the highest bidder or bidders at public auction at sales held at such places and times and upon such notice and otherwise in such manner as may be required by law, or in the absence of any such requirement, as Mortgagee may deem appropriate, and from time to time adjourn such sale by announcement at the time and place specified for such sale or for such adjourned sale without further notice.

(iv) Specific Performance. Take all steps to protect and enforce the rights of Mortgagee under this Mortgage by suit for specific performance of any covenant herein contained, or in aid of the execution of any power herein granted or for the enforcement of any other rights.

(b) If Mortgagor fails or refuses to surrender possession of the Mortgaged Property after any sale thereof, Mortgagor shall be deemed a tenant at sufferance, subject to eviction by means of forcible entry and detainer proceedings, provided that this remedy is not exclusive or in derogation of any other right or remedy available to Mortgagee or any purchaser of the Mortgaged Property under any provision of this Mortgage or pursuant to any judgment or decree of court.

(c) FOR THE PURPOSES OF THE REMEDIES AFFORDED MORTGAGEE IN THIS MORTGAGE, MORTGAGOR HEREBY AUTHORIZES ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR IT TO SIGN AN AGREEMENT FOR ENTERING AN AMICABLE ACTION OF EJECTMENT FOR POSSESSION OF ANY OF THE MORTGAGED PROPERTY AND TO CONFESS JUDGMENT THEREON AGAINST MORTGAGOR IN FAVOR OF MORTGAGEE, WHEREUPON A WRIT MAY FORTHWITH ISSUE FOR THE IMMEDIATE POSSESSION OF ANY OF THE MORTGAGED PROPERTY, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER; AND FOR SO DOING, THIS MORTGAGE OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT.

(d) Mortgagor hereby waives and releases all procedural errors, defects and imperfections in any proceedings instituted by Mortgagee under this Mortgage except for required notices under this Mortgage.

11. Appointment of Receiver. Mortgagee, in any action to foreclose this Mortgage or upon the actual or threatened waste to any part of the Mortgaged Property or upon the occurrence of any Event of Default, shall be at liberty, without notice, to apply for the appointment of a receiver of the Rents, and shall be entitled to the appointment of such receiver as a matter of right, without regard to the value of the Mortgaged Property as security for the Debt, or the solvency or insolvency of any person then liable for the payment of the Debt.

12. Non-Waiver. The failure of Mortgagee to insist upon strict performance of any term of this Mortgage shall not be deemed to be a waiver of any term of this Mortgage. Mortgagor shall not be relieved of Mortgagor's obligation to pay the Debt at the time and in the manner provided for its payment in the Credit Facility Documents by reason of (i) failure of Mortgagee to comply with any request of Mortgagor to take any action to foreclose this Mortgage or any other mortgage or deed of trust securing the Debt or any portion thereof or otherwise enforce any of the provisions of this Mortgage or any of the other Credit Facility Documents, (ii) the release, regardless of consideration, of the whole or any part of the Mortgaged Property or any other security for the Debt, or (iii) any agreement or stipulation between Mortgagee and any subsequent owner or owners of the Mortgaged Property or other person

extending the time of payment or otherwise modifying or supplementing the terms of the Credit Facility Documents without first having obtained the consent of Mortgagor, and in the latter event, Mortgagor shall continue to be obligated to pay the Debt at the times and in the manner provided in the Credit Facility Documents, as so extended, modified and supplemented, unless expressly released and discharged from such obligation by Mortgagee in writing. Regardless of consideration, and without the necessity for any notice to or consent by the holder of any subordinate lien, encumbrance, right, title or interest in or to the Mortgaged Property, Mortgagee may release any person at any time liable for the payment of the Debt or any portion thereof or any part of the security held for the Debt and may extend the time of payment of the Debt or otherwise modify the terms of the Credit Facility Documents, including, without limitation, a modification of the interest rate payable on the Principal Balance of the Credit Facility Notes, without in any manner impairing or affecting this Mortgage or the lien thereof or the priority of this Mortgage, as so extended and modified, as security for the Debt over any such subordinate lien, encumbrance, right, title or interest. Mortgagee may resort for the payment of the Debt to any other security held by Mortgagee in such order and manner as Mortgagee, in its discretion, may elect. Mortgagee may take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Mortgagee thereafter to foreclose this Mortgage. Mortgagee shall not be limited exclusively to the rights and remedies herein stated but shall be entitled to every additional right and remedy set forth in the Credit Facility Documents or now or hereafter afforded by law. The rights of Mortgagee under this Mortgage and the other Credit Facility Documents shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others. No act of Mortgagee shall be construed as an election to proceed under any one provision of this Mortgage or of the other Credit Facility Documents to the exclusion of any other provision set forth in this Mortgage or the other Credit Facility Documents.

13. Construction. The terms of this Mortgage shall be construed in accordance with the laws of the State in which the Premises are located.

14. Security Agreement. This Mortgage constitutes both a real property mortgage and a "security agreement", within the meaning of the Uniform Commercial Code, and the Mortgaged Property includes both real and personal property and all other rights and interest, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. This Mortgage secures, and the obligations secured hereby include, future advances. All advances and indebtedness arising and accruing from time to time under the Credit Facility shall be secured hereby to the same extent as though the Credit Agreement and the other Credit Facility Documents were fully incorporated in this Mortgage. Under the Credit Agreement and the other Credit Facility Documents advances may be made and indebtedness may be incurred from time to time hereafter, but each such advance or indebtedness shall be secured hereby as if made on the date hereof. Mortgagor by executing and delivering this Mortgage has granted to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property, including, without limitation, FF&E. This Mortgage constitutes and is effective as a fixture filing as provided in Section 402 of Division 9 of the Uniform Commercial Code, as to those portions of the Mortgaged Property are or are to become fixtures as defined in the Uniform Commercial Code. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the

foregoing, the right to take possession of the FF&E or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the FF&E. Mortgagor shall pay to Mortgagee on demand any and all expenses (including reasonable attorneys' fees) actually incurred or paid by Mortgagee in protecting its interest in the FF&E and in enforcing its rights hereunder with respect to the FF&E. Any notice of sale, disposition or other intended action by Mortgagee with respect to the FF&E sent to Mortgagor in accordance with the provisions of this Mortgage at least seven
(7) business days prior to the date of any such sale, disposition or other action, shall constitute reasonable notice to Mortgagor (except in the case of FF&E which is perishable or is of a type customarily sold on a recognized market, in which case such seven (7) business days' notice shall not be required), and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to in writing by Mortgagor within five (5) days after receipt by Mortgagor of such notice. The proceeds of any sale or disposition of the FF&E, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such order, priority and proportions as Mortgagee in its discretion shall deem proper.

15. Further Acts, etc. Mortgagor will, at the cost of Mortgagor, and without expense to Mortgagee, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers and assurances as Mortgagee shall, from time to time, require for the better assuring, conveying, assigning, transferring and confirming unto Mortgagee the property and rights hereby mortgaged or intended now or hereafter so to be, or which Mortgagor may be or may hereafter become bound to convey or assign to Mortgagee, or for carrying out the intention or facilitating the performance of the terms of this Mortgage or for filing, registering or recording this Mortgage and, on demand, will execute and deliver and hereby authorizes Mortgagee to execute in the name of Mortgagor to the extent Mortgagee may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments, to evidence more effectively the lien hereof upon the Mortgaged Property.

16. Headings, etc. The headings, titles and captions of various paragraphs of this Mortgage are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

17. Filing of Mortgage, etc. Mortgagor forthwith upon the execution and delivery of this Mortgage and thereafter, from time to time, will cause this Mortgage, and any security instrument creating a lien or evidencing the lien hereof upon the Mortgaged Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect, preserve and perfect the lien hereof upon, and the interest of Mortgagee in, the Mortgaged Property. Mortgagor will pay all filing, registration and recording fees, and all expenses incident to the preparation, execution and acknowledgement of this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the Mortgaged Property, and any instrument of further assurance, and all Federal, state, county and municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the Mortgaged Property or any instrument of further assurance. Mortgagor shall hold harmless and indemnify Mortgagee, its successors and

assigns, against any liability incurred by reason of the imposition of any tax on the making and recording of this Mortgage.

18. Recovery of Sums Required To Be Paid. Mortgagee shall have the right from time to time to take action to recover any sum or sums which constitute a part of the Debt as the same become due, without regard to whether or not the balance of the Debt shall be due, and without prejudice to the right of Mortgagee thereafter to bring an action of foreclosure, or any other action, for a default or defaults by Mortgagor existing at the time such earlier action was commenced.

19. Actions, Cases and Proceedings. Mortgagee shall have the right to appear in and defend any action, case or proceeding brought with respect to the Mortgaged Property and to bring any action, case or proceeding, which Mortgagee, in its discretion, feels should be brought to protect its interest in the Mortgaged Property.

20. Inapplicable Provisions. If any term, covenant or condition of this Mortgage shall be held to be invalid, illegal or unenforceable in any respect, this Mortgage shall be construed without such provision.

21. Duplicate Originals. This Mortgage may be executed in any number of duplicate originals and each such duplicate original shall be deemed to constitute but one and the same instrument.

22. Certain Usage. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Mortgage shall be used interchangeably in singular or plural form. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural and vice versa.

23. Waiver of Notice. Mortgagor shall not be entitled to any notices of any nature whatsoever from Mortgagee except with respect to matters for which this Mortgage specifically and expressly provides for the giving of notice by Mortgagee to Mortgagor, and Mortgagor (to the full extent it may lawfully do so) hereby expressly waives the right to receive any notice from Mortgagee with respect to any matter for which this Mortgage does not specifically and expressly provide for the giving of notice by Mortgagee to Mortgagor.

24. No Oral Change. This Mortgage may only be modified, amended or changed by an agreement in writing signed by Mortgagor and Mortgagee, and may only be released, discharged or satisfied of record by an agreement in writing signed by Mortgagee. No waiver of any term, covenant or provision of this Mortgage shall be effective unless given in writing by Mortgagee and if so given by Mortgagee shall only be effective in the specific instance in which given.

25. Waiver of Statutory Rights. Mortgagor shall not and will not apply for or avail itself of any appraisement, valuation, stay, extension or exemption laws, or any so-called "Moratorium Laws", now existing or hereafter enacted, in order to prevent or hinder the enforcement or foreclosure of this Mortgage, but hereby waives the benefit of such laws to the full extent that Mortgagor may do so under applicable law. Mortgagor for itself and all who may claim through or under it waives any and all right to have the property and estates comprising the Mortgaged Property marshalled upon any foreclosure of the lien of this Mortgage and agrees that any court having jurisdiction to

foreclose such lien may order the Mortgaged Property sold as an entirety. Mortgagor hereby waives for itself and all who may claim through or under it, and to the full extent Mortgagor may do so under applicable law, any and all rights of redemption from sale under any order or decree of foreclosure of this Mortgage or granted under any statute now existing or hereafter enacted.

26. Credit Agreement. This Mortgage is subject to all of the terms, covenants and conditions of the Credit Agreement, which Credit Agreement and all of the terms, covenants and conditions thereof are by this reference incorporated herein with the same force and effect as if fully set forth herein. The proceeds of the Credit Facility secured hereby are to be advanced by Co-Lenders to Mortgagor in accordance with the provisions of the Credit Agreement. Mortgagor shall observe and perform all of the terms, covenants and conditions of the Credit Agreement on Mortgagor's part to be observed or performed. All advances (including future advances) made and all indebtedness arising and accruing under the Credit Agreement from time to time shall constitute part of the Debt and shall be secured hereby as if made on the date hereof.

27. Binding Effect. The terms, covenants and provisions of this Mortgage shall be binding on and shall inure to the benefit of Mortgagor, Mortgagee, and their respective successors and assigns.

28. Exculpation. No recourse shall be had for any obligation of BRT under this Mortgage or any of the other Credit Facility Documents or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of BRT, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by each other party to this Mortgage and the other Credit Facility Documents.

29. Open-End Mortgage. This Mortgage is an open-end mortgage securing future advances pursuant to 42 Pa. C.S.A. ss.8143. Without limiting the foregoing or any other provision of this Mortgage, this Mortgage secures, inter alia, present and future advances of the Credit Facility made by Co-Lenders or Mortgagee pursuant to the Credit Agreement and/or the other Credit Facility Documents; advances made by Mortgagee or Co-Lenders with respect to the Mortgaged Premises for the payment of taxes, assessments, maintenance charges, insurance premiums or costs incurred for the protection of the Mortgaged Premises or the lien of this Mortgage; and expenses incurred by Mortgagee or Co-Lenders by reason of the occurrence of an Event of Default. The priority of such future advances and expenses shall relate back to the date of this Mortgage, or to such later date as required by applicable law, regardless of the date upon which such advances are made or such expenses are incurred. If the Credit Facility Documents provide that any advances of the Credit Facility shall be made by Co-Lenders upon completion by Mortgagor of certain performance obligations under the Credit Agreement and/or the other Credit Facility Documents (including, without limitation, compliance with the terms of the Credit Agreement and/or the other Credit Facility Documents such that no default or Event of Default shall have occurred), such advances of the Credit Facility shall be and be deemed "obligatory advances" solely for the purpose of the application of the obligatory advance doctrine to confirm the lien priority of such advances of the Credit Facility actually made by Co-Lenders, whether such advances of the Credit Facility are initially either (1) advanced by Co-Lenders or Mortgagee into an escrow subject to Mortgagee's or Co-Lenders' control or (2) retained by Co-Lenders or Mortgagee.

IN WITNESS WHEREOF, Mortgagor has duly executed and delivered this Mortgage as of the day and year first above written.

BRANDYWINE OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership

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

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

Certificate of Residence of the Mortgagee

The business address of the Mortgagee herein is 8300 Greensboro Drive, McLean, Virginia 22102-3604.

ACKNOWLEDGEMENT

(To be attached)

EXHIBIT A

(Definitions)

Borrowers: The term "Borrowers" as used in this Mortgage shall mean Mortgagor and BRT.

BRT: The term "BRT" as used in this Mortgage shall mean Brandywine Realty Trust, a Maryland real estate investment trust.

Co-Lenders: The term "Co-Lenders" as used in this Mortgage shall mean, collectively, Smith Barney and NB.

Co-Lenders Agreement: The term "Co-Lenders Agreement" as used in this Mortgage shall mean that certain Co-Lender and Servicing Agreement dated as of the date hereof between Smith Barney and NB, in its individual capacity and in its capacity as administrative and documentation agent for the Credit Facility, as the same may be amended from time to time.

Credit Agreement: The term "Credit Agreement" as used in this Mortgage shall mean that certain Credit Agreement dated as of the date of this Mortgage among Smith Barney, NB, in its individual capacity, Mortgagor and BRT, and NB, acting in its capacity as administrative and documentation agent for the Credit Facility, as the same may be amended from time to time, and pursuant to the provisions of which the Credit Facility is being extended by Co-Lenders to Mortgagor.

Credit Facility: The term "Credit Facility" as used in this Mortgage shall have the meaning given to such term in paragraph C of the Preliminary Statement of this Mortgage.

Credit Facility Documents: The term "Credit Facility Documents" as used in this Mortgage shall have the meaning given to such term in the Credit Agreement.

Credit Facility Notes: The term "Credit Facility Notes" as used in this Mortgage shall have the meaning given to such term in the Credit Agreement.

Debt: The term "Debt" as used in this Mortgage shall have the meaning given to such term in paragraph E of the Preliminary Statement of this Mortgage.

Default Rate: The term "Default Rate" as used in this Mortgage shall have the meaning given to such term in the Credit Agreement.

Events of Default: The term "Events of Default" as used in this Mortgage shall have the meaning given to such term in the Credit Agreement.

FF&E: The term "FF&E" as used in this Mortgage shall mean, collectively, all goods (as such term is defined in the Uniform Commercial Code), now owned or hereafter acquired by Mortgagor, located at or used in connection with the Improvements and the operation of the Improvements, including, without limitation, (i) all furniture and furnishings and all other items of personal property (including inventory now owned or hereafter acquired by Mortgagor) now and hereafter located on, or used in connection with the operation of the Improvements, together with all replacements, modifications, alterations and additions thereto; and (ii) all equipment, fixtures, machinery and other items of property required or incidental to the use of the Improvements, including

all components thereof, now and hereafter permanently affixed to or incorporated into the Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste, disposal, air-cooling and air conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, together with all replacements, modifications, alterations and additions thereto.

Improvements: The term "Improvements" as used in this Mortgage shall have the meaning given to such term in the granting clause of this Mortgage.

Leases: The terms "Leases" as used in this Mortgage shall have the meaning given to such term in the granting clause of this Mortgage.

Principal Balance: The term "Principal Balance" as used in this Mortgage shall have the meaning given to such term in the Credit Agreement.

Mortgaged Property: The term "Mortgaged Property" as used in this Mortgage shall have the meaning given to such term in the granting clause of this Mortgage.

Mortgagee: The term "Mortgagee" as used in this Mortgage shall have the meaning given to such term in the preamble to this Mortgage.

Mortgagor: The term "Mortgagor" as used in this Mortgage shall have the meaning given to such term in the preamble to this Mortgage.

NB: The term "NB" as used in this Mortgage shall mean NationsBank, N.A., a national banking association.

Premises: The term "Premises" as used in this Mortgage shall have the meaning given to such term in paragraph B of the Preliminary Statement of this Mortgage.

Rents: The term "Rents" as used in this Mortgage shall have the meaning given to such term in the granting clause of this Mortgage.

Smith Barney: The term "Smith Barney" as used in this Mortgage shall mean Smith Barney Mortgage Capital Group, Inc., a Delaware corporation.

Taxes: The term "Taxes" as used in this Mortgage shall have the meaning given to such term in the Credit Agreement.

Title Company: The term "Title Company" as used in this Mortgage shall have the meaning given to such term in the Credit Agreement.

Uniform Commercial Code: The term "Uniform Commercial Code" as used in this Mortgage shall mean the Uniform Commercial Code of the State in which the Premises are located.

*EXHIBIT B

(Description of Premises)

Brandywine Operating Partnership, L.P., a Delaware limited partnership, as Mortgagor

to

NationsBank, N.A., not individually but acting in its capacity as administrative and documentation agent for the equal and ratable benefit of the co-lenders described herein, as Mortgagee

MORTGAGE

Dated: As of May 30, 1997

RECORD AND RETURN TO:

Battle Fowler LLP
Park Avenue Tower
75 East 55th Street
New York, New York 10022

Attention: Dean A. Stiffle, Esq.

THIS MORTGAGE WAS PREPARED BY:

TABLE OF CONTENTS

                                                                     Page
                                                                     ----

1.  Payment of Debt...................................................  3

2.  Warranty of Title.................................................  3

3.  Leases and Rents..................................................  3

4.  Notice............................................................  3

5.  Sale of Mortgaged Property........................................  4

6.  Changes in Laws Regarding Taxation................................  4

7.  No Credits on Account of the Debt.................................  5

8.  Documentary Stamps................................................  5

9.  Events of Default.................................................  5

10. Appointment of Receiver...........................................  5

11. Non-Waiver........................................................  5

12. Construction......................................................  6

13. Security Agreement................................................  6

14. Further Acts, etc.................................................  6

15. Headings, etc.....................................................  7

16. Filing of Mortgage, etc...........................................  7

17. Recovery of Sums Required To Be Paid..............................  7

18. Actions, Cases and Proceedings....................................  7

19. Inapplicable Provisions...........................................  7

20. Duplicate Originals...............................................  7

21. Certain Usage.....................................................  8

22. Waiver of Notice..................................................  8

23. No Oral Change....................................................  8

24. Waiver of Statutory Rights........................................  8

25. Credit Agreement..................................................  8

26. Binding Effect....................................................  8

                                                                     Page
                                                                     ----

27.  Exculpation.....................................................  8

         ACKNOWLEDGEMENT
         EXHIBIT A         (Definitions)
         EXHIBIT B         (Description of Premises)

MORTGAGE

This Mortgage entered into as of the 30th day of May, 1997, between Brandywine Operating Partnership, L.P., a Delaware limited partnership having an office c/o Brandywine Realty Trust, Newtown Square Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania (hereinafter referred to as "Mortgagor"); and NationsBank, N.A., a national banking association having an office at 8300 Greensboro Drive, McLean, Virginia, not individually, but acting in its capacity as administrative and documentation agent for the equal and ratable benefit of Co-Lenders, pursuant to and in accordance with the terms and provisions of the Credit Agreement (NationsBank, N.A., acting in such capacity as administrative and documentation agent being hereinafter referred to as "Mortgagee").

PRELIMINARY STATEMENT

A. All capitalized terms as used in this Mortgage shall, unless otherwise defined in this Mortgage, have the meanings given to such terms in Exhibit A attached hereto.

B. Mortgagor is the owner of a fee estate in the premises described in Exhibit B attached hereto (hereinafter referred to as the "Premises").

C. Co-Lenders have on the terms, covenants and provisions set forth in the Credit Agreement extended to Borrowers a credit facility in the principal sum of up to, but not in excess of, $70,000,000 (hereinafter referred to as the "Credit Facility"), which Credit Facility is evidenced by, and payable together with interest thereon in accordance with the provisions of, the Credit Facility Notes.

D. Co-Lenders were willing to extend the Credit Facility to Borrowers only if Mortgagor executed and delivered this Mortgage to Mortgagee, as administrative and documentation agent for the equal and ratable benefit of Co-Lenders, as security for the payment of the Debt.

E. NOW, THEREFORE, to secure the payment of an indebtedness in the principal sum of up to, but not in excess of, Seventy Million and 00/100 Dollars ($70,000,000.00), lawful money of the United States of America, or so much thereof as may be advanced and be outstanding from time to time in accordance with the provisions of the Credit Agreement, to be paid with interest in accordance with the provisions of the Credit Facility Notes and the Credit Agreement (said indebtedness, interest and any and all sums which may or shall become due in accordance with the provisions of the Credit Facility Documents being hereinafter collectively referred to as the "Debt"), Mortgagor has mortgaged, given, granted, bargained, sold, aliened, enfeoffed, conveyed, confirmed and assigned, and by these presents does mortgage, give, grant, bargain, sell, alien, enfeoff, convey, confirm and assign unto Mortgagee forever all right, title and interest of Mortgagor now owned, or hereafter acquired, in and to the following property, rights and interests (such property, rights and interests being hereinafter collectively referred to as the "Mortgaged Property"):

(a) the Premises;

(b) all buildings and improvements now or hereafter located on the Premises (hereinafter referred collectively to as the "Improvements");

(c) all of the estate, right, title, claim or demand of any nature whatsoever of Mortgagor, either in law or in equity, in possession or expectancy, in and to the Mortgaged Property or any part thereof;

(d) all easements, rights-of-way, gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments, and appurtenances of any nature whatsoever, in any way belonging, relating or pertaining to the Mortgaged Property (including, without limitation, any and all development rights, air rights or similar or comparable rights of any nature whatsoever now or hereafter appurtenant to the Premises or now or hereafter transferred to the Premises) and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Premises to the center line thereof;

(e) all FF&E and the right, title and interest of Mortgagor in and to any of the FF&E which may be subject to any security agreements (as defined in the Uniform Commercial Code) superior in lien to the lien of this Mortgage;

(f) all awards or payments, including interest thereon, if any, and the right to receive the same, which may be made with respect to the Mortgaged Property, whether from the exercise of the right of eminent domain (including any transfer made in lieu of the exercise of said right), or for any other injury to or decrease in the value of the Mortgaged Property;

(g) all leases, licenses and other agreements affecting or relating to the use or occupancy of the Mortgaged Property now or hereafter entered into (such leases, licenses and other agreements are hereinafter collectively referred to as the "Leases") and the right to receive and apply the rents, income, revenues, receipts, accounts, accounts receivable, issues and profits of or derived from or relating to the Mortgaged Property (hereinafter collectively referred to as the "Rents") to the payment of the Debt;

(h) all proceeds of and any unearned premiums on any insurance policies covering the Mortgaged Property, including, without limitation, the right (subject to the provisions of the Credit Agreement) to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Mortgaged Property; and

(i) the right to appear in and defend any action, case or proceeding brought with respect to the Mortgaged Property and to commence any action, case or proceeding to protect the interest of Mortgagee in the Mortgaged Property;

TO HAVE AND TO HOLD the above granted and described Mortgaged Property unto and to the proper use and benefit of Mortgagee, and the successors and assigns of Mortgagee, forever;

AND Mortgagor covenants and agrees with and represents and warrants to Mortgagee as follows:

1. Payment of Debt. Mortgagor will pay the Debt at the time and in the manner provided for its payment in the Credit Facility Documents.

2. Warranty of Title. Subject only to those exceptions to title specifically set forth in the title policy issued or to be issued by the Title Company to Mortgagee and insuring the lien of this Mortgage, Mortgagor warrants the title to the Premises, the Improvements, the FF&E and the balance of the Mortgaged Property.

3. Leases and Rents. Subject to the terms of this paragraph, Mortgagee waives the right to enter the Mortgaged Property for the purpose of collecting the Rents, and grants Mortgagor the right to collect the Rents. Mortgagor shall collect and hold the Rents, or an amount sufficient to discharge all current sums due on the Debt, in trust for use in payment of the Debt. The right of Mortgagor to collect the Rents may be revoked by Mortgagee upon the occurrence of any Event of Default by giving notice of such revocation to Mortgagor. Following such notice and as long as such Event of Default is continuing (it being understood that the decision whether or not to accept the cure of an Event of Default shall be in the sole and absolute discretion of Mortgagee), Mortgagee may retain and apply the Rents toward payment of the Debt in such order, priority and proportions as Mortgagee, in its discretion, shall deem proper, or to the operation, maintenance and repair of the Mortgaged Property, and irrespective of whether Mortgagee shall have commenced a foreclosure of this Mortgage or shall have applied or arranged for the appointment of a receiver. In addition, Mortgagee shall have the absolute and unconditional right following the occurrence and during the continuance of an Event of Default to notify the tenants under the Leases that all Rents should be paid directly to Mortgagee. In addition to the rights which Mortgagee may have herein, if an Event of Default shall occur and shall be continuing Mortgagee, at its option, may require Mortgagor to pay monthly in advance to Mortgagee, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of such part of the Mortgaged Property as may be in possession of Mortgagor. Upon default in any such payment, Mortgagor will vacate and surrender possession of the Mortgaged Property to Mortgagee, or to such receiver and, in default thereof, Mortgagor may be evicted by summary proceedings or otherwise. Nothing contained in this paragraph shall be construed as imposing on Mortgagee any of the obligations of the landlord under the Leases.

4. Notice. Any notice, request, demand, statement, authorization, approval or consent made hereunder shall be in writing and shall be sent by Federal Express, or other reputable national courier service, or by postage pre-paid registered or certified mail, return receipt requested, and shall be deemed given (i) when received at the following addresses if sent by Federal Express, or other reputable national courier service, and (ii) three (3) business days after being postmarked and addressed as follows if sent by registered or certified mail, return receipt requested:

If to Mortgagor:

c/o Brandywine Realty Trust
Newtown Square Corporate Campus
16 Campus Boulevard, Suite 150
Newtown Square, Pennsylvania 19073
Attention: Gerard H. Sweeney
President and Chief Executive Officer

With a copy to:

Pepper, Hamilton & Scheetz
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, Pennsylvania 19103-2799
Attention: Michael H. Friedman, Esq.

If to Mortgagee:

NationsBank, N.A.
Real Estate Banking
8300 Greensboro Drive
McLean, Virginia 22102-3604
Attention: Cheryl D. Fitzgerald
Vice President

With copies to:

Cadwalader, Wickersham & Taft
201 South College Street - Suite 1510
Charlotte, North Carolina 28244
Attention: James P. Carroll, Esq.

and

Battle Fowler LLP
Park Avenue Tower
75 East 55th Street
New York, New York 10022
Attention: Dean A. Stiffle, Esq.

Each party may designate a change of address by notice to the other party, given at least fifteen (15) days before such change of address is to become effective.

5. Sale of Mortgaged Property. If this Mortgage is foreclosed, the Mortgaged Property, or any interest therein, may, at the discretion of Mortgagee, be sold in one or more parcels or in several interests or portions and in any order or manner.

6. Changes in Laws Regarding Taxation. In the event of the passage after the date of this Mortgage of any law of the State in which the Premises are located deducting from the value of real property for the purpose of taxation any lien or encumbrance thereon or changing in any way the laws for the taxation of mortgages or debts secured by mortgages for state or local

purposes or the manner of the collection of any such taxes, and imposing a tax, either directly or indirectly, on this Mortgage, the Credit Facility Notes or the Debt, Mortgagor shall, if permitted by law, pay any tax imposed as a result of any such law within the statutory period or within thirty (30) days after demand by Mortgagee, whichever is less, provided, however, that if, in the opinion of the attorneys for Mortgagee, Mortgagor is not permitted by law to pay such taxes, Mortgagee shall have the right, at its option, to declare the Debt due and payable on a date specified in a prior notice to Mortgagor of not less than sixty (60) days.

7. No Credits on Account of the Debt. Mortgagor will not claim or demand or be entitled to any credit or credits on account of the Debt for any part of the Taxes assessed against the Mortgaged Property or any part thereof and no deduction shall otherwise be made or claimed from the taxable value of the Mortgaged Property, or any part thereof, by reason of this Mortgage or the Debt.

8. Documentary Stamps. If at any time the United States of America, any state thereof, or any governmental subdivision of any such state, shall require revenue or other stamps to be affixed to the Credit Facility Notes (or any of them), this Mortgage or any of the other Credit Facility Documents, Mortgagor will, to the extent permitted by law, pay for the same, with interest and penalties thereon, if any.

9. Events of Default. The Debt shall become due at the option of Mortgagee upon the occurrence of any one or more of the Events of Default.

10. Appointment of Receiver. Mortgagee, in any action to foreclose this Mortgage or upon the actual or threatened waste to any part of the Mortgaged Property or upon the occurrence of any Event of Default, shall be at liberty, without notice, to apply for the appointment of a receiver of the Rents, and shall be entitled to the appointment of such receiver as a matter of right, without regard to the value of the Mortgaged Property as security for the Debt, or the solvency or insolvency of any person then liable for the payment of the Debt.

11. Non-Waiver. The failure of Mortgagee to insist upon strict performance of any term of this Mortgage shall not be deemed to be a waiver of any term of this Mortgage. Mortgagor shall not be relieved of Mortgagor's obligation to pay the Debt at the time and in the manner provided for its payment in the Credit Facility Documents by reason of (i) failure of Mortgagee to comply with any request of Mortgagor to take any action to foreclose this Mortgage or any other mortgage or deed of trust securing the Debt or any portion thereof or otherwise enforce any of the provisions of this Mortgage or any of the other Credit Facility Documents, (ii) the release, regardless of consideration, of the whole or any part of the Mortgaged Property or any other security for the Debt, or (iii) any agreement or stipulation between Mortgagee and any subsequent owner or owners of the Mortgaged Property or other person extending the time of payment or otherwise modifying or supplementing the terms of the Credit Facility Documents without first having obtained the consent of Mortgagor, and in the latter event, Mortgagor shall continue to be obligated to pay the Debt at the times and in the manner provided in the Credit Facility Documents, as so extended, modified and supplemented, unless expressly released and discharged from such obligation by Mortgagee in

writing. Regardless of consideration, and without the necessity for any notice to or consent by the holder of any subordinate lien, encumbrance, right, title or interest in or to the Mortgaged Property, Mortgagee may release any person at any time liable for the payment of the Debt or any portion thereof or any part of the security held for the Debt and may extend the time of payment of the Debt or otherwise modify the terms of the Credit Facility Documents, including, without limitation, a modification of the interest rate payable on the Principal Balance of the Credit Facility Notes, without in any manner impairing or affecting this Mortgage or the lien thereof or the priority of this Mortgage, as so extended and modified, as security for the Debt over any such subordinate lien, encumbrance, right, title or interest. Mortgagee may resort for the payment of the Debt to any other security held by Mortgagee in such order and manner as Mortgagee, in its discretion, may elect. Mortgagee may take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Mortgagee thereafter to foreclose this Mortgage. Mortgagee shall not be limited exclusively to the rights and remedies herein stated but shall be entitled to every additional right and remedy set forth in the Credit Facility Documents or now or hereafter afforded by law. The rights of Mortgagee under this Mortgage and the other Credit Facility Documents shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others. No act of Mortgagee shall be construed as an election to proceed under any one provision of this Mortgage or of the other Credit Facility Documents to the exclusion of any other provision set forth in this Mortgage or the other Credit Facility Documents.

12. Construction. The terms of this Mortgage shall be construed in accordance with the laws of the State in which the Premises are located.

13. Security Agreement. This Mortgage constitutes both a real property mortgage and a "security agreement", within the meaning of the Uniform Commercial Code, and the Mortgaged Property includes both real and personal property and all other rights and interest, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property, including, without limitation, FF&E. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the FF&E or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the FF&E. Mortgagor shall pay to Mortgagee on demand any and all expenses (including reasonable attorneys' fees) actually incurred or paid by Mortgagee in protecting its interest in the FF&E and in enforcing its rights hereunder with respect to the FF&E. Any notice of sale, disposition or other intended action by Mortgagee with respect to the FF&E sent to Mortgagor in accordance with the provisions of this Mortgage at least seven (7) business days prior to the date of any such sale, disposition or other action, shall constitute reasonable notice to Mortgagor (except in the case of FF&E which is perishable or is of a type customarily sold on a recognized market, in which case such seven (7) business days' notice shall not be required), and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning

of the Uniform Commercial Code unless objected to in writing by Mortgagor within five (5) days after receipt by Mortgagor of such notice. The proceeds of any sale or disposition of the FF&E, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such order, priority and proportions as Mortgagee in its discretion shall deem proper.

14. Further Acts, etc. Mortgagor will, at the cost of Mortgagor, and without expense to Mortgagee, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers and assurances as Mortgagee shall, from time to time, require for the better assuring, conveying, assigning, transferring and confirming unto Mortgagee the property and rights hereby mortgaged or intended now or hereafter so to be, or which Mortgagor may be or may hereafter become bound to convey or assign to Mortgagee, or for carrying out the intention or facilitating the performance of the terms of this Mortgage or for filing, registering or recording this Mortgage and, on demand, will execute and deliver and hereby authorizes Mortgagee to execute in the name of Mortgagor to the extent Mortgagee may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments, to evidence more effectively the lien hereof upon the Mortgaged Property.

15. Headings, etc. The headings, titles and captions of various paragraphs of this Mortgage are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

16. Filing of Mortgage, etc. Mortgagor forthwith upon the execution and delivery of this Mortgage and thereafter, from time to time, will cause this Mortgage, and any security instrument creating a lien or evidencing the lien hereof upon the Mortgaged Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect, preserve and perfect the lien hereof upon, and the interest of Mortgagee in, the Mortgaged Property. Mortgagor will pay all filing, registration and recording fees, and all expenses incident to the preparation, execution and acknowledgement of this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the Mortgaged Property, and any instrument of further assurance, and all Federal, state, county and municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the Mortgaged Property or any instrument of further assurance. Mortgagor shall hold harmless and indemnify Mortgagee, its successors and assigns, against any liability incurred by reason of the imposition of any tax on the making and recording of this Mortgage.

17. Recovery of Sums Required To Be Paid. Mortgagee shall have the right from time to time to take action to recover any sum or sums which constitute a part of the Debt as the same become due, without regard to whether or not the balance of the Debt shall be due, and without prejudice to the right of Mortgagee thereafter to bring an action of foreclosure, or any other action, for a default or defaults by Mortgagor existing at the time such earlier action was commenced.

18. Actions, Cases and Proceedings. Mortgagee shall have the right to appear in and defend any action, case or proceeding brought with respect to the Mortgaged Property and to bring any action, case or proceeding, which Mortgagee, in its discretion, feels should be brought to protect its interest in the Mortgaged Property.

19. Inapplicable Provisions. If any term, covenant or condition of this Mortgage shall be held to be invalid, illegal or unenforceable in any respect, this Mortgage shall be construed without such provision.

20. Duplicate Originals. This Mortgage may be executed in any number of duplicate originals and each such duplicate original shall be deemed to constitute but one and the same instrument.

21. Certain Usage. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Mortgage shall be used interchangeably in singular or plural form. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural and vice versa.

22. Waiver of Notice. Mortgagor shall not be entitled to any notices of any nature whatsoever from Mortgagee except with respect to matters for which this Mortgage specifically and expressly provides for the giving of notice by Mortgagee to Mortgagor, and Mortgagor (to the full extent it may lawfully do so) hereby expressly waives the right to receive any notice from Mortgagee with respect to any matter for which this Mortgage does not specifically and expressly provide for the giving of notice by Mortgagee to Mortgagor.

23. No Oral Change. This Mortgage may only be modified, amended or changed by an agreement in writing signed by Mortgagor and Mortgagee, and may only be released, discharged or satisfied of record by an agreement in writing signed by Mortgagee. No waiver of any term, covenant or provision of this Mortgage shall be effective unless given in writing by Mortgagee and if so given by Mortgagee shall only be effective in the specific instance in which given.

24. Waiver of Statutory Rights. Mortgagor shall not and will not apply for or avail itself of any appraisement, valuation, stay, extension or exemption laws, or any so-called "Moratorium Laws", now existing or hereafter enacted, in order to prevent or hinder the enforcement or foreclosure of this Mortgage, but hereby waives the benefit of such laws to the full extent that Mortgagor may do so under applicable law. Mortgagor for itself and all who may claim through or under it waives any and all right to have the property and estates comprising the Mortgaged Property marshalled upon any foreclosure of the lien of this Mortgage and agrees that any court having jurisdiction to foreclose such lien may order the Mortgaged Property sold as an entirety. Mortgagor hereby waives for itself and all who may claim through or under it, and to the full extent Mortgagor may do so under applicable law, any and all rights of redemption from sale under any order or decree of foreclosure of this Mortgage or granted under any statute now existing or hereafter enacted.

25. Credit Agreement. This Mortgage is subject to all of the terms, covenants and conditions of the Credit Agreement, which Credit Agreement and all of the terms, covenants and conditions thereof are by this reference incorporated herein with the same force and effect as if fully set forth herein. The proceeds of the Credit Facility secured hereby are to be advanced by Co-Lenders to Mortgagor in accordance with the provisions of the Credit Agreement. Mortgagor shall observe and perform all of the terms, covenants and conditions of the Credit Agreement on Mortgagor's part to be observed or performed. All advances made and all indebtedness arising and accruing under the Credit Agreement from time to time shall constitute part of the Debt and shall be secured hereby.

26. Binding Effect. The terms, covenants and provisions of this Mortgage shall be binding on and shall inure to the benefit of Mortgagor, Mortgagee, and their respective successors and assigns.

27. Exculpation. No recourse shall be had for any obligation of BRT under this Mortgage or any of the other Credit Facility Documents or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of BRT, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by each other party to this Mortgage and the other Credit Facility Documents.

IN WITNESS WHEREOF, Mortgagor has duly executed and delivered this Mortgage as of the day and year first above written.

BRANDYWINE OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership

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

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

ACKNOWLEDGEMENT

(To be attached)

EXHIBIT A

(Definitions)

Borrowers: The term "Borrowers" as used in this Mortgage shall mean Mortgagor and BRT.

BRT: The term "BRT" as used in this Mortgage shall mean Brandywine Realty Trust, a Maryland real estate investment trust.

Co-Lenders: The term "Co-Lenders" as used in this Mortgage shall mean, collectively, Smith Barney and NB.

Co-Lenders Agreement: The term "Co-Lenders Agreement" as used in this Mortgage shall mean that certain Co-Lender and Servicing Agreement dated as of the date hereof between Smith Barney and NB, in its individual capacity and in its capacity as administrative and documentation agent for the Credit Facility, as the same may be amended from time to time.

Credit Agreement: The term "Credit Agreement" as used in this Mortgage shall mean that certain Credit Agreement dated as of the date of this Mortgage among Smith Barney, NB, in its individual capacity, Mortgagor and BRT, and NB, acting in its capacity as administrative and documentation agent for the Credit Facility, as the same may be amended from time to time, and pursuant to the provisions of which the Credit Facility is being extended by Co-Lenders to Mortgagor.

Credit Facility: The term "Credit Facility" as used in this Mortgage shall have the meaning given to such term in paragraph C of the Preliminary Statement of this Mortgage.

Credit Facility Documents: The term "Credit Facility Documents" as used in this Mortgage shall have the meaning given to such term in the Credit Agreement.

Credit Facility Notes: The term "Credit Facility Notes" as used in this Mortgage shall have the meaning given to such term in the Credit Agreement.

Debt: The term "Debt" as used in this Mortgage shall have the meaning given to such term in paragraph E of the Preliminary Statement of this Mortgage.

Default Rate: The term "Default Rate" as used in this Mortgage shall have the meaning given to such term in the Credit Agreement.

Events of Default: The term "Events of Default" as used in this Mortgage shall have the meaning given to such term in the Credit Agreement.

FF&E: The term "FF&E" as used in this Mortgage shall mean, collectively, all goods (as such term is defined in the Uniform Commercial Code), now owned or hereafter acquired by Mortgagor, located at or used in connection with the Improvements and the operation of the Improvements, including, without limitation, (i) all furniture and furnishings and all other items of personal property (including inventory now owned or hereafter acquired by Mortgagor) now and hereafter located on, or used in connection with the operation of the Improvements, together with all replacements, modifications, alterations and additions thereto; and (ii) all equipment, fixtures, machinery and other items of property required or incidental to the use of the Improvements, including

all components thereof, now and hereafter permanently affixed to or incorporated into the Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste, disposal, air-cooling and air conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, together with all replacements, modifications, alterations and additions thereto.

Improvements: The term "Improvements" as used in this Mortgage shall have the meaning given to such term in the granting clause of this Mortgage.

Leases: The terms "Leases" as used in this Mortgage shall have the meaning given to such term in the granting clause of this Mortgage.

Principal Balance: The term "Principal Balance" as used in this Mortgage shall have the meaning given to such term in the Credit Agreement.

Mortgaged Property: The term "Mortgaged Property" as used in this Mortgage shall have the meaning given to such term in the granting clause of this Mortgage.

Mortgagee: The term "Mortgagee" as used in this Mortgage shall have the meaning given to such term in the preamble to this Mortgage.

Mortgagor: The term "Mortgagor" as used in this Mortgage shall have the meaning given to such term in the preamble to this Mortgage.

NB: The term "NB" as used in this Mortgage shall mean NationsBank, N.A., a national banking association.

Premises: The term "Premises" as used in this Mortgage shall have the meaning given to such term in paragraph B of the Preliminary Statement of this Mortgage.

Rents: The term "Rents" as used in this Mortgage shall have the meaning given to such term in the granting clause of this Mortgage.

Smith Barney: The term "Smith Barney" as used in this Mortgage shall mean Smith Barney Mortgage Capital Group, Inc., a Delaware corporation.

Taxes: The term "Taxes" as used in this Mortgage shall have the meaning given to such term in the Credit Agreement.

Title Company: The term "Title Company" as used in this Mortgage shall have the meaning given to such term in the Credit Agreement.

Uniform Commercial Code: The term "Uniform Commercial Code" as used in this Mortgage shall mean the Uniform Commercial Code of the State in which the Premises are located.

*EXHIBIT B

(Description of Premises)

Brandywine Operating Partnership, L.P., a Delaware limited partnership, as Assignor

and

NationsBank, N.A., not individually, but acting in its capacity as collateral agent for the equal and ratable benefit of the co-lenders described herein, as Assignee

ASSIGNMENT OF LEASES AND RENTS

Dated: As of May 30, 1997

RECORD AND RETURN TO:

Battle Fowler LLP
Park Avenue Tower
75 East 55th Street
New York, New York 10022

Attention: Dean A. Stiffle, Esq.

ASSIGNMENT OF LEASES AND RENTS

This Assignment of Leases and Rents entered into as of the 30th day of May, 1997, by Brandywine Operating Partnership, L.P., a Delaware limited partnership having an office c/o Brandywine Realty Trust, Newtown Square Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania (hereinafter referred to as "Assignor"); and NationsBank, N.A., a national banking association having an office at 8300 Greensboro Drive, McLean, Virginia, not individually, but acting in its capacity as administrative and documentation agent for the equal and ratable benefit of Co-Lenders pursuant to and in accordance with the terms and provisions of the Credit Agreement (NationsBank, N.A. acting in such capacity as administrative and documentation agent being hereinafter referred to as "Assignee").

PRELIMINARY STATEMENT

A. All capitalized terms as used in this Assignment shall, unless otherwise defined in this Assignment, have the meanings given to such terms in Exhibit A attached hereto.

B. Assignor is the owner of a fee estate in the premises described in Exhibit B attached hereto (hereinafter referred to as the "Premises");

C. Co-Lenders have on the terms, covenants and provisions set forth in the Credit Agreement extended to Borrowers a credit facility in the principal sum of up to, but not in excess of, $70,000,000 (hereinafter referred to as the "Credit Facility"), which Credit Facility is evidenced by, and payable together with interest thereon in accordance with the provisions of, the Credit Facility Notes.

D. Co-Lenders were willing to extend the Credit Facility to Assignor only if Assignor assigned to Assignee, for the equal and ratable benefit of Co-Lenders, in the manner hereinafter provided, as additional security for the payment of the Debt and the observance and performance by Borrowers of all of the terms, covenants and provisions of the Credit Facility Documents on Borrowers' part to be observed and performed, all right, title and interest of Assignor now owned, or hereafter acquired, in and to (i) all leases, licenses and other agreements (hereinafter collectively referred to as the "Leases") now as hereafter entered into and affecting or relating to the use or occupancy of the Premises or of the improvements now or hereafter erected thereon (the "Improvements"), and (ii) the rents, income, revenues, receipts, accounts, accounts receivable, issues and profits of or derived from or relating to the Premises or the Improvements or any portion thereof (hereinafter collectively referred to as the "Rents").

E. NOW, THEREFORE, in consideration of the extension of the Credit Facility and other good and valuable consideration, the receipt of which is hereby acknowledged, Assignor hereby assigns to Assignee, as additional security for the payment of the Debt and the observance and performance by Borrowers of all of the terms, covenants and provisions of the

Credit Facility Documents on Borrowers' part to be observed or performed, all of Assignor's right, title and interest now owned, or hereafter acquired, in and to the Leases and the Rents, and Assignor hereby represents and warrants to and covenants and agrees with Assignee as follows:

1. Except as expressly set forth to the contrary in the certified rent roll for the Property being delivered by Assignor to Assignee in connection with the execution and delivery of this Assignment, Assignor represents and warrants that as of the date hereof (i) Assignor is the owner and holder of the landlord's interest under the Leases, (ii) there are no prior or subordinate assignments of the Leases or of any portion of the Rents due and payable or to become due and payable thereunder which are presently outstanding,
(iii) all of the Leases are in full force and effect and the respective terms thereof have commenced pursuant to the provisions thereof, (iv) the premises demised under each of the Leases have been completed and the tenants under the Leases have taken possession of the premises demised thereunder on a rent-paying basis, (v) neither Assignor nor any tenant under the Leases is in default under any of the terms, covenants or provisions of the Leases and Assignor knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any of the Leases, (vi) neither Assignor nor any tenant under the Leases has commenced any action or given or served any notice for the purpose of terminating any of the Leases, (vii) all Rents due and payable under the Leases have been paid in full and no such Rents have been paid more than one (l) month in advance of the due dates thereof, and (viii) there are no offsets or defenses to the payment of any portion of the Rents.

2. Assignor shall, at its sole cost and expense, (i) fulfill and perform, or cause to be fulfilled and performed, each and every term, covenant and provision of the Leases on the part of the Assignor thereunder to be observed and performed, (ii) promptly send copies of all notices of default which Assignor shall send or receive under the Leases to Assignee, (iii) enforce the observance and performance of the terms and provisions of the Leases by the tenants thereunder, (iv) enforce the observance and performance of each and every term, covenant and provision of the Leases on the part of the tenants thereunder to be observed and performed and (v) appear in and defend any action or proceeding arising under or in any manner connected with the Leases or with the obligations and undertakings of the landlord or the tenants thereunder.

3. Assignor shall not, without the prior consent of Co-Lenders, (i) further transfer, sell, assign, pledge, encumber or grant a security interest in all or any portion of the Rents or the Leases, (ii) accept prepayments of installments of the Rents for a period of more than one (1) month in advance, (iii) make or suffer to be made any Lease, including any renewal of an existing Lease (other than renewals at rents and/on other terms expressly reserved in such Lease) other than in accordance and in a manner consistent with the provisions of the Credit Agreement, (iv) consent to or permit the assignment or subletting of any leasehold estate created under any Lease (other than in accordance with the express provisions of such Lease), (v) terminate, modify or amend, or consent to the termination, modification or amendment of, any Lease or any term thereof other than in accordance and in a manner consistent with the provisions of the Credit Agreement, (vi) commence or continue proceedings to evict, remove or dispossess the tenant under any Lease, provided, however, that Assignor may commence and continue such a proceeding without obtaining the prior consent of Assignor if the Lease in question does not cover in excess of 20,000 square feet of space in the Improvements and the commencement of such proceeding is otherwise consistent

with customary business practices for the operation of improvements which are comparable to the Improvements, or (vii) waive, cancel, release, modify, excuse, condone, set-off, compromise or in any manner release or discharge the tenant under any Lease other than in a manner which is consistent with customary business practices for the operation of improvements comparable to the Improvements.

4. This Assignment shall not be deemed or construed to obligate Assignee or any Co-Lender to take any action or incur any expense or perform or discharge any obligation, duty or liability under the Leases, and Assignor hereby agrees to indemnify and hold Assignee and Co-Lenders harmless from and against all liability, loss or damage, including, but not limited to, reasonable attorneys' fees, which Assignee or any Co-Lender may or might incur under the Leases or under or by reason of this Assignment and from and against any and all claims whatsoever which may be asserted against Assignee or any Co-Lender by reason of any alleged obligation or undertaking on the part of Assignee or any Co-Lender to perform or discharge any of the terms, covenants or provisions contained in the Leases.

5. This Assignment has been made as additional security for the payment of the Debt and the observance and performance by Borrowers of the terms, covenants and provisions of the Credit Facility Documents on Borrowers' part to be observed and performed. Subject to the provisions of this Assignment hereinafter set forth, Assignee waives the right to enter the Premises for the purpose of collecting the Rents, and grants Assignor the right to collect the Rents. Assignor shall collect and hold the Rents, or an amount sufficient to discharge all current sums due on the Debt, in trust for use in the payment of the Debt. The right of Assignor to collect the Rents may be revoked by Assignee upon the occurrence of any Event of Default, by giving notice of such revocation to Assignor. Following such notice and as long as such Event of Default is continuing (it being understood that the decision whether or not to accept the cure of an Event of Default shall be in the sole and absolute discretion of Assignee), Assignee may retain and apply the Rents toward payment of the Debt in such order, priority and proportions as Assignee in its discretion, shall deem proper, or to the operation, maintenance and repair of the Property, and irrespective of whether Assignee shall have declared the Debt to be immediately due and payable, or shall have commenced a foreclosure of the Mortgage or shall have applied or arranged for the appointment of a receiver. In addition, Assignee shall have the absolute and unconditional right following the occurrence and during the continuance of an Event of Default, to notify the tenants under the Leases that all Rents should be paid directly to Assignee. Upon the occurrence and during the continuance of an Event of Default, the tenants under the Leases shall, upon notice from Assignee of the occurrence of such Event of Default, thereafter pay to Assignee or to any appointed receiver the Rents due or to become due under the Leases without any obligation to determine whether or not such Event of Default does in fact exist, and Assignor shall facilitate in all reasonable ways the collection of the Rents by Assignee, and without implying the necessity therefor will, upon demand of Assignee, execute written notices to the tenants under the Leases directing the tenants under the Leases to pay the Rents to Assignee, which Rents may, during the continuance of such Event of Default, be retained and applied by Assignee toward the payment of the Debt in such order, priority and proportions as Assignee in its discretion, shall deem proper, or to the operation, maintenance and repair of the Property.

6. Upon the occurrence of an Event of Default and for so long as such Event of Default continues Assignee shall have the right, at its option, to enter upon and take over and assume the management, operation and

maintenance of the Property and to perform all necessary and proper acts and to expend such sums out of the income of the Property as may be necessary in connection therewith, in the same manner and to the same extent as Assignor theretofore might do, including the right to effect new Leases, cancel or surrender the Leases, alter, modify or amend the provisions thereof, or make concessions to the tenants thereunder and Assignor hereby releases and waives all claims against Assignee arising out of such management, operation and maintenance. Assignor shall, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including any filings of financing or continuation statements under the Uniform Commercial Code) that from time to time may be necessary or desirable, or that Assignee may reasonable request, in order to create, preserve, perfect, confirm or validate the assignment of the Leases and Rents made pursuant to the provisions of this Assignment or to enable Assignee to obtain the full benefits of this Assignment, or to enable Assignee to exercise and enforce any of its rights, powers and remedies hereunder. To the extent permitted by applicable law, Assignor hereby authorizes Assignee, and appoints Assignee as its true and lawful attorney (with full power of substitution, in the name of Assignor), to execute and file financing statements or continuation statements without Assignor's signature appearing thereon.

7. Nothing contained in this Assignment, and no entry by Assignee upon the Property as hereinabove provided, shall be construed as to constitute Assignee as a mortgagee in possession.

8. Nothing contained in this Assignment is intended or shall be construed to prevent Assignee in the exercise of its discretion from foreclosing the Mortgage or otherwise enforcing the provisions thereof or of any of the other Credit Facility Documents, in whole or in part, in accordance with their terms.

9. No alteration, extension, renewal, change, modification, release, amendment, compromise or cancellation, in whole or in part, of any term, covenant or provision of any of the other Credit Facility Documents shall affect this Assignment in any manner or diminish or release any of the rights of Assignee hereunder.

10. Assignor hereby waives any and all legal requirements that Assignee institute any action or proceeding in law or in equity against any other party, or exhaust its remedies under any of the other Credit Facility Documents as a condition precedent to exercising its rights and remedies under this Assignment. All remedies afforded to Assignee by reason of this Assignment are separate and cumulative remedies and it is agreed that no one of such remedies whether exercised by Assignee or not, shall be deemed to be in exclusion of any of the other remedies available to Assignee and shall not in any manner limit or prejudice any other legal or equitable remedies which Assignee may have, including, but not limited to, all rights and remedies of Assignee under any of the other Credit Facility Documents.

11. It is the intention of the parties hereto that any and all other Leases affecting the Property or any portion thereof presently in effect or hereafter entered into by Assignor or in which Assignor shall otherwise have an interest shall be covered by the provisions of this Assignment and all such Leases and all of Assignor's right, title and interest in all such Leases, and the rents, additional rents, charges, issues, profits and other sums payable thereunder, are hereby assigned to Assignee until the end of the respective terms thereof and any renewals or extensions thereof, subject to

all of the terms, covenants and provisions of this Assignment. Assignor shall deliver a true and correct copy of each such Lease to Assignee promptly after the execution and delivery of the same. Assignor shall, upon the request of Assignee, execute and deliver in recordable form all instruments which Assignee may reasonably request to further evidence and confirm such assignment of each such Lease.

12. This Assignment shall be binding upon Assignor, and its successors and assigns and shall inure to the benefit of Assignee, and its successors and assigns.

13. This Assignment may only be modified, altered, amended, or terminated by an agreement in writing executed by the parties hereto.

14. Any notice, request, demand, statement or consent made hereunder or in connection herewith shall be in writing and shall be sent in the manner specified in the Credit Agreement.

15. If any term, covenant or condition of this Assignment shall be held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision.

16. This Assignment shall be governed by and construed under the laws of the State in which the Property is located.

18. No recourse shall be had for any obligation of BRT under this Assignment or any of the other Credit Facility Documents or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of BRT, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by each other party to this Assignment and the other Credit Facility Documents.

IN WITNESS WHEREOF, Assignor has duly executed this Assignment as of the day and year first above written.

BRANDYWINE OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership

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

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

ACKNOWLEDGMENTS

(To be attached)

EXHIBIT A
(Definitions)

Assignee: The term "Assignee" as used in this Assignment shall have the meaning given to such term in the preamble to this Agreement.

Assignor: The term "Assignor" as used in this Assignment shall have the meaning given to such term in the preamble to this Agreement.

BOP: The term "BOP" as used in this Agreement shall mean Brandywine Operating Partnership, L.P., a Delaware limited partnership.

Borrowers: The term "Borrowers" as used in this Assignment shall collectively mean BRT and BOP.

BRT: The term "BRT" as used in this Assignment shall mean Brandywine Realty Trust, a Maryland real estate investment trust.

Co-Lenders: The term "Co-Lenders" as used in this Assignment shall collectively mean, Smith Barney Mortgage Capital Group, Inc., a Delaware corporation and NationsBank, N.A., a national banking association acting in its individual capacity.

Co-Lenders Agreement: The term "Co-Lenders Agreement" as used in this Assignment shall mean that certain Co-Lender and Servicing Agreement dated as of the date of this Assignment among Smith Barney Mortgage Capital Group, Inc., NationsBank, N.A., acting in its individual capacity, and NationsBank, N.A., acting in its capacity as administrative and documentation agent for the equal and ratable benefit of Co-Lenders in accordance with the provisions of the Credit Agreement, as the same may be further amended from time to time.

Credit Agreement: The term "Credit Agreement" as used in this Assignment shall mean that certain Credit Agreement dated as of the date of this Assignment among Smith Barney Mortgage Capital Group, Inc., NationsBank, N.A., acting in its individual capacity, Borrowers and NationsBank, N.A., acting in its capacity as administrative and documentation agent for the equal and ratable benefit of Co-Lenders, as the same may be amended from time to time, and pursuant to the provisions of which the Credit Facility is being extended by Co-Lenders to Borrowers.

Credit Facility: The term "Credit Facility" as used in this Assignment shall have the meaning given to such term in paragraph C of the Preliminary Statement of this Assignment.

Credit Facility Notes: The term "Credit Facility Notes" as used in this Assignment shall have the meaning given to such term in the Credit Agreement.

Credit Facility Documents: The term "Credit Facility Documents" as used in this Assignment shall have the meaning given to such term in the Credit Agreement.

Debt: The term "Debt" as used in this Assignment shall have the meaning given to such term in the Credit Agreement.

Event of Default: The term "Event of Default" as used in this Assignment shall have the meaning given to such term in the Credit Agreement.

Improvements: The term "Improvements" as used in this Assignment shall have the meaning given to such term in paragraph D of the Preliminary Statement of this Assignment.

Leases: The term "Leases" as used in this Assignment shall have the meaning given to such term in paragraph D of the Preliminary Statement of this Assignment.

Mortgage: The term "Mortgage" as used in this Assignment shall mean that certain Mortgage dated as of the date hereof given by Assignor to Assignee as security for the payment of the Debt and the observance and performance by Borrowers of the terms, covenants and provisions of the Credit Facility Document on Borrowers' part to be observed and performed, and encumbering Assignor's right, title and interest in and to the Property and intended to be duly recorded in the office of the _______ of ______ County, __________.

Property: The term "Property" as used in this Assignment shall collectively mean the Premises and the Improvements.

Premises: The term "Premises" as used in this Assignment shall have the meaning given to such term in paragraph B of the Preliminary Statement of this Assignment.

Rents: The term "Rents" as used in this Assignment shall have the meaning given to such term in paragraph D of the Preliminary Statement of this Assignment.

EXHIBIT B

(Description of Premises)

GUARANTY OF PAYMENT

This Guaranty entered into as of the 30th day of May, 1997, among Witmer Operating Partnership, L.P. ("WOP"), a Delaware general partnership; Brandywine Realty Partners, a Pennsylvania general partnership ("BRP"); Brandywine Realty Services Corporation ("BRSC"), a Pennsylvania corporation, all having an office c/o Brandywine Realty Trust, Newtown Square Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania (WOP, BRP and BRSC are hereinafter collectively referred to as "Guarantors"); and NationsBank, N.A., a national banking association having an office at 8300 Greensboro Drive, McLean, Virginia, in its capacity as administrative and documentation agent for the equal and ratable benefit of Co-Lenders pursuant to and in accordance with the terms and provisions of the Credit Agreement (NationsBank, N.A., acting in such capacity as administrative and documentation agent being hereinafter referred to as "Agent").

PRELIMINARY STATEMENT

A. All capitalized terms as used in this Guaranty shall, unless otherwise defined in this Guaranty, have the meanings given to such terms in Exhibit A attached hereto.

B. Co-Lenders have agreed on the terms, covenants and provisions of the Credit Agreement to extend to Borrowers a credit facility in the principal sum of up to, but not in excess of, $70,000,000 (the "Credit Facility"), which Credit Facility shall be evidenced by the Credit Facility Notes and secured inter alia by the Mortgages.

C. Co-Lenders were willing to extend the Credit Facility to Borrowers only if Guarantors execute and deliver this Guaranty and guarantee payment in full of the Debt to Agent, for the equal and ratable benefit of Co- Lenders.

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, and to induce Co-Lenders to extend the Credit Facility, Guarantors hereby represent and warrant to and covenant and agree with Agent, for the equal and ratable benefit of Co-Lenders, as follows:

1. Guarantors hereby guarantee, absolutely and unconditionally, to Agent, for the equal and ratable benefit of Co-Lenders, the payment in full of the Debt.

2. Guarantors agree that, with or without notice or demand, Guarantors will reimburse Agent, to the extent that such reimbursement is not made by Borrowers, for all costs and expenses (including, without limitation, reasonable attorney's fees) incurred by Agent or any Co-Lender in connection with the collection of the Debt or any portion thereof or in any action, case or proceeding brought by Agent to enforce the obligations of Guarantors under this Guaranty.

3. All moneys available to Agent for application in payment or reduction of the Debt may be applied by Agent in such manner and in such

amounts and at such time or times and in such order, priority and proportions as Agent may see fit to the payment or reduction of such portion of the Debt as Agent may elect.

4. Guarantors hereby consent that from time to time, before or after any default by Borrowers, with or without further notice to or assent from Guarantors, any security at any time held by or available to Agent or any Co-Lender for any obligation of Borrowers, or any security at any time held by or available to Agent or any Co-Lender for any obligation of any other person or party secondarily or otherwise liable for all or any portion of the Debt, may be exchanged, surrendered or released and any obligation of Borrowers, or of any such other person or party, may be changed, altered, renewed, extended, continued, surrendered, compromised, waived or released in whole or in part, or any default with respect thereto waived, and Agent or any Co-Lender may fail to set off and may release, in whole or in part, any balance of any deposit account or credit on its books in favor of Borrowers, or of any such other person or party, and may extend further credit in any manner whatsoever to Borrowers, and generally deal with Borrowers or any such security or other person or party as Agent or such Co-Lender may see fit; and Guarantors shall remain bound under this Guaranty notwithstanding any such exchange, surrender, release, change, alteration, renewal, extension, continuance, compromise, waiver, inaction, extension of further credit or other dealing.

5. Guarantors hereby waive (a) notice of acceptance of this Guaranty and of the extension of the Credit Facility and of the making of any advance thereof pursuant to the Credit Facility Documents; (b) presentment and demand for payment of the Debt or any portion thereof; (c) protest and notice of dishonor or default to Guarantors or to any other person or party with respect to the Debt or any portion thereof; (d) all other notices to which Guarantors might otherwise be entitled except as otherwise specifically provided to the contrary herein; and (e) any demand for payment under this Guaranty.

6. This Guaranty is a guaranty of payment and not of collection and Guarantors further waive any right to require that any action, case or proceeding be brought against Borrowers or any other person or party or to require that resort be had to any security or to any balance of any deposit account or credit on the books of Agent or any Co-Lender in favor of Borrowers or any other person or party.

7. Each reference herein to Agent or Co-Lenders shall be deemed to include their respective successors and assigns, in whose favor the provisions of this Guaranty shall also inure. Each reference herein to Guarantors shall be deemed to include the successors and assigns of Guarantors, all of whom shall be bound by the provisions of this Guaranty, provided, however, that Guarantors shall in no event or under any circumstance have the right without obtaining the prior written consent of Agent to assign or transfer their respective obligations and liabilities under this Guaranty, in whole or in part, to any other person, party or entity.

8. The term "Guarantors" as used herein shall mean the "Guarantors and each of them" and each undertaking herein contained shall be their joint and several undertaking, provided, however, that in the next succeeding paragraph hereof the term "Guarantors" shall mean the "Guarantors or any of them".

9. No delay on the part of Agent in exercising any right or remedy under this Guaranty or failure to exercise the same shall operate as a

waiver in whole or in part of any such right or remedy. No notice to or demand on Guarantors shall be deemed to be a waiver of the obligation of Guarantors or of the right of Agent to take further action without notice or demand as provided in this Guaranty.

10. This Guaranty may only be modified, amended, changed or terminated by an agreement in writing signed by Agent and Guarantors. No waiver of any term, covenant or provision of this Guaranty shall be effective unless given in writing by Agent and if so given by Agent shall only be effective in the specific instance in which given.

11. Guarantors acknowledge that this Guaranty and Guarantors' obligations under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of (a) any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense (other than a defense of payment) to this Guaranty and the obligations of Guarantors under this Guaranty or the obligations of Borrowers or any other person or party relating to this Guaranty or the obligations of Guarantors hereunder or otherwise with respect to the Credit Facility, including, but not limited to, the realization by Agent or any Co-Lender upon any collateral given, pledged or assigned as security for all or any portion of the Debt, or the filing of a petition or the commencement of a case with respect to any Borrower or any Guarantor under Title 11 of the United States Code, as now constituted or hereafter amended (the "Bankruptcy Code"), or under any other applicable Federal or state bankruptcy, insolvency or similar law, or the obtaining by Agent or any Co-Lender of title to any collateral given, pledged or assigned as security for the Debt, by foreclosure or enforcement of Agent's or any Co-Lender's lien thereon, acceptance of an assignment or deed in lieu of foreclosure or sale, or otherwise, or (b) any modification, impairment, abatement, reduction, release, limitation, restructure, reinstatement or cure, in whole or part, of interest, principal or other sum payable by Borrowers under the Credit Agreement, the Credit Facility Notes, the Mortgages or the other Credit Facility Documents or of any other obligation of Borrowers under the Credit Facility Documents pursuant to an order by a bankruptcy court or other court of competent jurisdiction in any action, case or proceeding brought under the Bankruptcy Code or under any other applicable Federal or state bankruptcy, insolvency or similar law, it being expressly acknowledged and agreed by Guarantors that if any such modification, impairment, abatement, reduction, release, limitation, restructure, reinstatement or cure, in whole or part, is so ordered in any such action, case or proceeding, Guarantors' obligations under this Guaranty will nevertheless continue to be determined as if such order had not been issued (i.e., as if Borrowers was still obligated to pay interest, principal and other sums and to otherwise perform and observe its other obligations strictly in accordance with the terms, covenants and provisions of the Credit Agreement, the Credit Facility Notes, the Mortgages and the other Credit Facility Documents as in existence prior to the issuance of any such order). Guarantors absolutely, unconditionally and irrevocably waive any and all right to assert any defense, setoff, counterclaim or crossclaim of any nature whatsoever with respect to this Guaranty or the obligations of Guarantors under this Guaranty or the obligations of Borrowers or any other person or party relating to this Guaranty or the obligations of Guarantors hereunder or otherwise with respect to the Credit Facility in any action, case or proceeding brought by Agent or Co-Lenders to collect the Debt, or any portion thereof, or to enforce the obligations of Guarantors under this Guaranty (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right of the Guarantors to assert any compulsory counterclaim in any such action, case or proceeding brought by

Agent or Co-Lenders in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Agent or Co-Lenders in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of the Guarantors to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Agent or Co-Lenders in any separate action, case or proceeding brought by the Guarantors against Agent or Co-Lenders). Guarantors acknowledge that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the obligations of Guarantors under this Guaranty, except those specifically set forth in this Guaranty, and that this Guaranty sets forth the entire agreement and understanding of Agent, Co-Lenders and Guarantors.

12. GUARANTORS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, AND AGENT AND CO-LENDERS BY THEIR ACCEPTANCE OF THIS GUARANTY IRREVOCABLY AND UNCONDITIONALLY WAIVE, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CASE, PROCEEDING, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THIS GUARANTY.

13. Notwithstanding any payments made by Guarantors pursuant to the provisions of this Guaranty, Guarantors shall not seek to enforce or collect upon any rights which Guarantors now have or may acquire against Borrowers either by way of subrogation, indemnity, reimbursement or contribution for any amount paid under this Guaranty, nor shall Guarantors file, assert or receive payment on any claim, whether now existing or hereafter arising, against Borrowers subsequent to the commencement of a case by or against Borrowers under the Bankruptcy Code or under any other applicable Federal or state bankruptcy, insolvency or similar law, in each case unless and until the Debt has been paid in full and provided that no such action by Guarantors could, in the reasonable opinion of Agent and its counsel, result in the "preference" period (as set forth in Section 547(b)(4) of the Bankruptcy Code or any successor provision) with respect to any payment or other transfer of assets to Agent or to any Co-Lender from or on behalf of Borrowers being held to be longer than such period would have been held to be if Guarantors had not taken such action. In the event an action, case or proceeding is filed or commenced under the Bankruptcy Code or under any other applicable Federal or state bankruptcy, insolvency or similar law in regard to Borrowers or an action, case or proceeding is otherwise commenced for the benefit of the creditors of Borrowers, this Guaranty shall at all times thereafter remain effective in regard to any payments or other transfers of assets to Agent or any Co-Lender received from or on behalf of Borrowers which are held voidable on the grounds of preference, fraudulent conveyance or otherwise, whether or not the Debt has been paid in full.

14. If at any time any payment, or portion thereof, made by, or for the account of, Guarantors on account of the obligations under this Guaranty, is set aside by any court or trustee having jurisdiction as a voidable preference, fraudulent conveyance or otherwise as being subject to avoidance or recovery under the provisions of the Bankruptcy Code or under any other applicable Federal or state bankruptcy, insolvency or similar law, Guarantors hereby agree that this Guaranty (a) shall continue and remain in full force and effect, or (b) if previously terminated as a result of Guarantors having fulfilled Guarantors' obligations hereunder in full or as a result of Agent having released Guarantors from Guarantors' obligations and liabilities hereunder, shall without further act or instrument be reinstated and shall thereafter remain in full force and effect, in either case with the

same force and effect as though such payment or portion thereof had not been made, and if applicable, as if such previous termination had not occurred.

15. Any notice, request or demand given or made under this Guaranty shall be in writing and shall be sent by Federal Express or other reputable national courier service or by postage prepaid registered or certified mail, return receipt requested, and shall be deemed given (i) when received at the following addresses if sent by Federal Express or other reputable national courier service, and (ii) three (3) business days after being postmarked and addressed as follows if sent by registered or certified mail, return receipt requested:

      Cadwalader, Wickersham & Taft
      201 South College Street - Suite 1510
      Charlotte, South Carolina 28244
      Attention:  James P. Carroll, Esq.

and

      Battle Fowler LLP
      Park Avenue Tower
      75 East 55th Street
      New York, New York 10022
      Attention: Dean A. Stiffle, Esq.

If to Guarantors:

      c/o Brandywine Realty Trust
      Newtown Square Corporate Campus
      16 Campus Boulevard, Suite 150
      Newtown Square, Pennsylvania 19073
      Attention:    Gerard H. Sweeney
                    President and Chief Executive Officer

With a copy to:

Pepper, Hamilton & Scheetz 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, Pennsylvania 19103-2799 Attention: Michael H. Friedman, Esq.

Each party to this Guaranty may designate a change of address by notice given to the other parties fifteen (15) days prior to the date such change of address is to become effective.

16. This Guaranty is, and shall be deemed to be, a contract entered into under and pursuant to the laws of the State of New York and shall be in all respects governed, construed, applied and enforced in accordance with the laws of the State of New York. No defense given or allowed by the laws of any other state or country shall be interposed in any action, case or proceeding hereon unless such defense is also given or allowed by the laws of the State of New York.

17. No exculpatory provisions contained in the Credit Facility Documents shall in any event or under any circumstance be deemed or construed to modify, qualify, or affect in any manner whatsoever the personal recourse obligations and liabilities of Guarantors under this Guaranty.

18. Guarantors agree to submit to personal jurisdiction in the State of New York in any action, case or proceeding arising out of this Guaranty and, in furtherance of such agreement, Guarantors hereby agree and consent that without limiting other methods of obtaining jurisdiction, personal jurisdiction over Guarantors in any such action, case or proceeding may be obtained within or without the jurisdiction of any court located in New York and that any process or notice of motion or other application to any such court in connection with any such action, case or proceeding may be served upon Guarantors by registered or certified mail to or by personal service at the last known addresses of Guarantors, whether such addresses be within or without the jurisdiction of any such court. Guarantors also agree that the venue of any litigation arising in connection with the Debt or in respect of any of the obligations of Guarantors under this Guaranty shall, to the extent permitted by law, be in New York County, New York.

19. The obligations and liabilities of Guarantors under this Guaranty are in addition to the obligations and liabilities of Guarantors under the Other Guaranties (as hereinafter defined). The discharge of Guarantors' obligations and liabilities under any one or more of the Other Guaranties by Guarantors or by reason of operation of law or otherwise shall in no event or under any circumstance constitute or be deemed to constitute a discharge, in whole or in part, of Guarantors' obligations and liabilities under this Guaranty. Conversely, the discharge of Guarantors' obligations and liabilities under this Guaranty by Guarantors or by reason of operation of law or otherwise shall in no event or under any circumstance constitute or be deemed to constitute a discharge, in whole or in part, of Guarantors' obligations and liabilities under any of the Other Guaranties. The term "Other Guaranties" as used herein shall mean any other guaranty of payment, guaranty of performance, completion guaranty, indemnification agreement or other guaranty or instrument of personal recourse obligation or undertaking of any nature whatsoever (other than this Guaranty) now or hereafter executed and delivered by Guarantors to Agent or Co-Lenders or any of them in connection with the Credit Facility.

20. This Guaranty may be executed in one or more counterparts by some or all of the parties hereto, each of which counterparts shall be an original and all of which together shall constitute a single agreement of guaranty. The failure of any party listed below to execute this Guaranty, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.

21. No recourse shall be had for any obligation of BRT under this Guaranty or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of BRT, whether by virtue of any statute or rule of law, or by the enforcement

of any assessment or penalty or otherwise, all such liability being expressly waived and released by each other party to and beneficiary of this Guaranty.

22. No personal recourse shall be had for any obligation of BRP under this Guaranty or for any claim based thereon or otherwise in respect thereof, against Brandywine Specified Property Investors Limited Partnership, a Pennsylvania limited partnership and one of the general partners of BRP, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by each other party to and beneficiary of this Guaranty and by each of the other general partners of BRP.

IN WITNESS WHEREOF, Guarantors have duly executed and delivered this Guaranty to Agent as of the day and year first above set forth.

WITMER OPERATING PARTNERSHIP, L.P., a Delaware
limited partner

By: Brandywine Holdings I, Inc., a
Pennsylvania corporation, its general
partner

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

BRANDYWINE REALTY PARTNERS, a Pennsylvania general 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

EXHIBIT A
(Definitions)

Agent: The term "Agent" as used in this Guaranty shall have the meaning given to such term in the preamble to this Guaranty.

BOP: The term "BOP" as used in this Guaranty shall mean Brandywine Operating Partnership, L.P., a Delaware limited partnership.

Borrowers: The term "Borrowers" as used in this Guaranty shall mean collectively BRT and BOP.

BRP: The term "BRP" as used in this Guaranty shall have the meaning given to such term in the preamble to this Guaranty.

BRSC: The term "BRSC" as used in this Guaranty shall have the meaning given to such term in the preamble to this Guaranty.

BRT: The term "BRT" as used in this Guaranty shall mean Brandywine Realty Trust, a Maryland real estate investment trust.

Co-Lenders: The term "Co-Lenders" as used in this Guaranty shall collectively mean Smith Barney Mortgage Capital Group, Inc., a Delaware corporation, and NationsBank, N.A., a national banking association.

Co-Lenders Agreement: The term "Co-Lenders Agreement" as used in this Guaranty shall mean that certain Co-Lender and Servicing Agreement dated as of the date hereof among Smith Barney Mortgage Capital Group, Inc., NationsBank, N.A., in its individual capacity, and NationsBank, N.A., in its capacity as Agent, as the same may be further amended from time to time.

Credit Agreement: The term "Credit Agreement" as used in this Guaranty shall mean that certain Credit Agreement dated as of the date hereof among Smith Barney Mortgage Capital Group, Inc., NationsBank, N.A., in its individual capacity, Borrowers and NationsBank, N.A., in its capacity as Agent and pursuant to the provisions of which the Credit Facility is being extended by Co-Lenders to Borrowers, as the same may be further amended from time to time.

Credit Facility: The term "Credit Facility" as used in this Guaranty shall have the meaning given to such term in paragraph B of the Preliminary Statement of this Guaranty.

Credit Facility Documents: The term "Credit Facility Documents" as used in this Guaranty shall have the meaning given to such term in the Credit Agreement.

Credit Facility Notes: The term "Credit Facility Notes" as used in this Guaranty shall have the meaning given to such term in the Credit Agreement.

Debt: The term "Debt" as used in this Guaranty shall have the meaning given to such term in the Credit Agreement.

Guarantors: The term "Guarantors" as used in this Guaranty shall have the meaning given to such term in the preamble to this Guaranty.

Mortgages: The term "Mortgages" as used in this Guaranty shall have the meaning given to such term in the Credit Agreement.

Other Guaranties: The term "Other Guaranties" as used in this Guaranty shall have the meaning given to such term in paragraph 19 of this Guaranty.

WOP: The term "WOP" as used in this Guaranty shall have the meaning given to such term in the preamble to this Guaranty.

HAZARDOUS MATERIAL
GUARANTY AND
INDEMNIFICATION AGREEMENT

This Guaranty and Indemnification Agreement entered into as of the 30th day of May, 1997, among Brandywine Realty Trust ("BRT"), a Maryland real estate investment trust; Brandywine Operating Partnership, L.P. ("BOP), a Delaware limited partnership, (BRT and BOP are hereinafter collectively referred to as "Borrowers"); Witmer Operating Partnership, L.P. ("WOP"), a Delaware limited partnership; Brandywine Realty Partners, a Pennsylvania general partnership ("BRP"); Brandywine Realty Services Corporation ("BRSC"), a Pennsylvania corporation (BRT, BOP, WOP, BRP and BRSC are hereinafter collectively referred to as "Guarantors"); and NationsBank, N.A., a national banking association having an office at 8300 Greensboro Drive, McLean, Virginia in its capacity as administrative and documentation agent for the equal and ratable benefit of Co-Lenders pursuant to and in accordance with the terms and provisions of the Credit Agreement (NationsBank, N.A., acting in such capacity as administrative and documentation agent being hereinafter referred to as "Agent").

PRELIMINARY STATEMENT

A. All capitalized terms as used in this Guaranty and Indemnification Agreement shall, unless otherwise defined in this Guaranty and Indemnification Agreement, have the meanings given to such terms in Exhibit A attached hereto.

B. Co-Lenders have agreed on the terms, covenants and provisions of the Credit Agreement to extend to Borrowers a credit facility in the principal sum of up to, but not in excess of, $70,000,000 (the "Credit Facility"), which Credit Facility shall be evidenced by the Credit Facility Notes and secured inter alia by the Mortgages.

C. Co-Lenders were willing to extend the Credit Facility to Borrowers only if Guarantors execute and deliver this Guaranty and Indemnification Agreement to Agent, individually, and as administrative and documentation agent for the equal and ratable benefit of Co-Lenders.

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, and to induce Co-Lenders to extend the Credit Facility, Guarantors hereby represent and warrant to and covenant and agree with Agent, individually and for the equal and ratable benefit of Co-Lenders, as follows:

1. Guarantors hereby represents and warrants to Agent that to the best of Guarantors' knowledge (i) no Hazardous Material is currently located at, on, in, under or about any Property, except as specifically set forth in the Environmental Reports, (ii) no Hazardous Material is currently located at, in, on, under or about any Property in a manner which violates any Environmental Requirement, or which requires cleanup or corrective action of

any kind under any Environmental Requirement, (iii) no releasing, emitting, discharging, leaching, dumping or disposing of any Hazardous Material from any Property onto or into any other property or from any other property onto or into any Property has occurred or is occurring in violation of any Environmental Requirement, (iv) no notice of violation, lien, complaint, suit, order or other notice with respect to any Property is presently outstanding under any Environmental Requirement, and (v) each Property and the operation thereof are in full compliance with all Environmental Requirements.

2. Guarantors absolutely and unconditionally guarantee to Agent that Borrowers will fully comply with all of the Environmental Provisions of the Credit Agreement. If Borrowers do not fully comply with all of the Environmental Provisions of the Credit Agreement, Guarantors shall reimburse Agent upon demand for all costs and expenses (including, but not limited to, reasonable legal fees) incurred by Agent or any Co-Lender (to the extent not otherwise reimbursed to Agent or any such Co-Lender by Borrowers) in connection with Agent or any of Co-Lenders performing Borrowers' obligations under or in respect of the Environmental Provisions of the Credit Agreement, together with interest thereon at the Default Rate.

3. Guarantors will defend, indemnify, and hold harmless Agent and Co-Lenders, and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, causes of action, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, foreseen or unforeseen, contingent or otherwise (including, without limitation, consultant fees and expenses, investigation and laboratory fees and expenses, court costs, litigation expenses and reasonable attorneys fees) arising out of, or in any way related to (i) any breach by Borrowers of any of the Environmental Provisions of the Credit Agreement, (ii) the presence, disposal, spillage, discharge, emission, leakage, release, or threatened release of any Hazardous Material which is at, in, on, under, about, from or affecting any Property, including without limitation, any damage or injury resulting from any such Hazardous Material to or affecting any Property or the soil, water, air, vegetation, buildings, personal property, persons or animals located on any Property or on any other property or otherwise, (iii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to any such Hazardous Material, (iv) any lawsuit brought or threatened, settlement reached, or order or directive of or by any Governmental Authority relating to such Hazardous Material, or (v) any violation of any Environmental Requirement.

4. The indemnifications hereinabove set forth in this Guaranty and Indemnification Agreement shall not be applicable to any claim, demand, penalty, cause of action, fine, liability, settlement, damage, cost or other expense of any type whatsoever pertaining to a particular Property (i) occasioned, arising and caused solely and directly as the result of the negligence or willful misconduct of Agent or any Co-Lender, or any nominee or any wholly owned subsidiary of Agent or a Co-Lender or any of their respective employees or agents and irrespective of whether occurring prior or subsequent to the date upon which Agent or any Co-Lender or any nominees or any wholly owned subsidiaries of Agent or any Co-Lender acquires possession of such Property by foreclosure of a Mortgage, a sale of such Property pursuant to the provisions of a Mortgage, acceptance of a deed or assignment in lieu of foreclosure or sale or otherwise, or (ii) occasioned, arising and caused solely and directly as the result of any act of any person or party (other than (A) an act of Borrowers or Guarantors, their respective employees or agents or persons or parties under the control of Borrowers or Guarantors, or

(B) an act of Agent or any Co-Lender, any nominee or any wholly owned subsidiary of Agent or any Co-Lender or any of their respective employees or agents which does not constitute negligence or willful misconduct, or (C) an act of any Governmental Authority, including, without limitation, any change in any Environmental Requirement) and occurring subsequent to the earlier to occur of
(x) the date of payment in cash of the entire Debt, and (y) the date upon which Agent, Co-Lenders, any nominee(s) or any wholly owned subsidiary(ies) of Agent or Co-Lenders acquire possession of such Property by foreclosure of a Mortgage, a sale of such Property pursuant to the provisions of a Mortgage, acceptance of a deed or assignment in lieu of foreclosure or sale or otherwise.

5. Except as hereinabove specifically provided to the contrary in paragraph 4 above, the obligations and liabilities of Guarantors under this Guaranty and Indemnification Agreement shall survive and continue in full force and effect and shall not be terminated, discharged or released, in whole or in part, irrespective of whether the Debt has been paid in full and irrespective of any foreclosure of the Mortgages, the sale of any one or more of the Properties pursuant to the provisions of the Mortgages or acceptance by Agent, Co-Lenders, their nominee(s) or wholly-owned subsidiary(ies), of one or more deeds or assignments in lieu of foreclosure or sale and irrespective of any other fact or circumstance whatsoever.

6. Guarantors hereby consent that from time to time, before or after any default by Borrowers, with or without further notice to or assent from Guarantors, any security at any time held by or available to Agent or any Co-Lender for any obligation of Borrowers, or any security at any time held by or available to Agent or any Co-Lenders for any obligation of any other person or party secondarily or otherwise liable for all or any portion of the Debt or for the performance of all or any portion of the Environmental Provisions of the Credit Agreement, may be exchanged, surrendered or released and any obligation of Borrowers, or of any such other person or party, may be changed, altered, renewed, extended, continued, surrendered, compromised, waived or released in whole or in part, or any default with respect thereto waived, and Agent or any Co-Lender may fail to set off and may release, in whole or in part, any balance of any deposit account or credit on its books in favor of Borrowers, or of any such other person or party, and may extend further credit in any manner whatsoever to Borrowers, and generally deal with Borrowers or any such security or other person or party as Agent or such Co-Lender may see fit; and Guarantors shall remain bound under this Guaranty and Indemnification Agreement notwithstanding any such exchange, surrender, release, change, alteration, renewal, extension, continuance, compromise, waiver, inaction, extension of further credit or other dealing.

7. To the full extent that this Guaranty and Indemnification Agreement relates to any monetary obligation of Borrowers in respect of the Environmental Provisions of the Credit Agreement, this Guaranty and Indemnification Agreement is a guaranty of payment and not of collection and Guarantors further waive any right to require that any action, case or proceeding be brought against Borrowers or any other person or party or to require that resort be had to any security or to any balance of any deposit account or credit on the books of Agent or any Co-Lender in favor of Borrowers or any other person or party.

8. Each reference herein to Co-Lenders and to Agent shall be deemed to include their respective successors and assigns, in whose favor the provisions of this Guaranty and Indemnification Agreement shall also inure. Each reference herein to Guarantors shall be deemed to include the successors

and assigns of Guarantors, all of whom shall be bound by the provisions of this Guaranty and Indemnification Agreement, provided, however, that Guarantors shall in no event or under any circumstance have the right without obtaining the prior written consent of Agent to assign or transfer their respective obligations and liabilities under this Guaranty and Indemnification Agreement, in whole or in part, to any other person, party or entity.

9. The term "Guarantors" as used herein shall mean the "Guarantors and each of them" and each undertaking herein contained shall be their joint and several undertaking, provided, however, that in the next succeeding paragraph hereof the term "Guarantors" shall mean the "Guarantors or any of them."

10. No delay on the part of Agent in exercising any right or remedy under this Guaranty and Indemnification Agreement or failure to exercise the same shall operate as a waiver in whole or in part of any such right or remedy. No notice to or demand on Guarantors shall be deemed to be a waiver of the obligation of Guarantors or of the right of Agent to take further action without notice or demand as provided in this Guaranty and Indemnification Agreement.

11. This Guaranty and Indemnification Agreement may only be modified, amended, changed or terminated by an agreement in writing signed by Agent and Guarantors. No waiver of any term, covenant or provision of this Guaranty and Indemnification Agreement shall be effective unless given in writing by Agent and if so given by Agent shall only be effective in the specific instance in which given.

12. Guarantors acknowledge that this Guaranty and Indemnification Agreement and Guarantors's obligations under this Guaranty and Indemnification Agreement are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of (a) any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense (other than a defense of payment) to this Guaranty and Indemnification Agreement and the obligations of Guarantors under this Guaranty and Indemnification Agreement or the obligations of Borrowers or of any other person or party relating to this Guaranty and Indemnification Agreement or the obligations of Guarantors hereunder or otherwise with respect to the Credit Facility, including, but not limited to, the realization by Agent or any Co-Lender upon any collateral given, pledged or assigned as security for all or any portion of the Debt or for the performance of the Environmental Provisions of the Credit Agreement, or the filing of a petition or the commencement of a case with respect to any Borrower or any Guarantor under Title 11 of the United States Code, as now constituted or hereafter amended (the "Bankruptcy Code"), or under any other applicable Federal or state bankruptcy, insolvency or similar law, or the obtaining by Agent or any Co-Lender of title to any collateral given, pledged or assigned as security for the Debt or for the performance of the Environmental Provisions of the Credit Agreement, by foreclosure or enforcement of Agent's or any Co-Lender's lien thereon, acceptance of an assignment or deed in lieu of foreclosure or sale, or otherwise, or (b) any modification, impairment, abatement, reduction, release, limitation, restructure, reinstatement or cure, in whole or part, of the Environmental Provisions of the Credit Agreement (including, without limitation, any such modification, impairment, abatement, reduction, release, limitation, restructure, reinstatement or cure, in whole or in part, of any interest or other sums payable by Borrowers under or in respect of the Environmental Provisions of the Credit Agreement) pursuant to an order by a bankruptcy court or other court of competent jurisdiction in any action, case

or proceeding brought under the Bankruptcy Code or under any other applicable Federal or state bankruptcy, insolvency or similar law, it being expressly acknowledged and agreed by Guarantors that if any such modification, impairment, abatement, reduction, release, limitation, restructure, reinstatement or cure, in whole or part, is so ordered in any such action, case or proceeding, Guarantors' obligations under this Guaranty and Indemnification Agreement will nevertheless continue to be determined as if such order had not been issued. Guarantors absolutely, unconditionally and irrevocably waive any and all right to assert any defense, setoff, counterclaim or crossclaim of any nature whatsoever with respect to this Guaranty and Indemnification Agreement or the obligations of Guarantors under this Guaranty and Indemnification Agreement or the obligations of Borrowers or any other person or party relating to this Guaranty and Indemnification Agreement or the obligations of Guarantors hereunder or otherwise with respect to the Credit Facility, in any action, case or proceeding brought by Agent or Co-Lenders to enforce the obligations of Guarantors under this Guaranty and Indemnification Agreement (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right of the Guarantors to assert any compulsory counterclaim in any such action, case or proceeding brought by Agent or Co-Lenders in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Agent or Co-Lenders in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of the Guarantors to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Agent or Co-Lenders in any separate action, case or proceeding brought by the Guarantors against Agent of Co-Lenders). Guarantors acknowledge that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty and Indemnification Agreement or with respect to the obligations of Guarantors under this Guaranty and Indemnification Agreement, except those specifically set forth in this Guaranty and Indemnification Agreement, and that this Guaranty and Indemnification Agreement sets forth the entire agreement and understanding of Agent, Co-Lenders and Guarantors.

13. GUARANTORS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, AND AGENT AND CO-LENDERS BY THEIR ACCEPTANCE OF THIS GUARANTY AND INDEMNIFICATION AGREEMENT IRREVOCABLY AND UNCONDITIONALLY WAIVE, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CASE, PROCEEDING, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THIS GUARANTY AND INDEMNIFICATION AGREEMENT.

14. Notwithstanding any payments made by Guarantors pursuant to the provisions of this Guaranty and Indemnification Agreement, Guarantors shall not seek to enforce or collect upon any rights which Guarantors now have or may acquire against Borrowers either by way of subrogation, indemnity, reimbursement or contribution for any amount paid under this Guaranty and Indemnification Agreement, nor shall Guarantors file, assert or receive payment on any claim, whether now existing or hereafter arising, against Borrowers subsequent to the commencement of a case by or against Borrowers under the Bankruptcy Code or under any other applicable Federal or state bankruptcy, insolvency or similar law, in each case unless and until the Debt has been paid in full and provided that no such action by Guarantors could, in the reasonable opinion of Agent and its counsel, result in the "preference" period (as set forth in Section 547(b)(4) of the Bankruptcy Code or any successor provision) with respect to any payment or other transfer of assets to Agent or to any Co-Lender from or on behalf of Borrowers being held to be longer than such period would have been held to be if Guarantors had not taken such action. In the event an action, case or proceeding is filed or commenced

under the Bankruptcy Code or under any other applicable Federal or state bankruptcy, insolvency or similar law in regard to Borrowers or an action, case or proceeding is otherwise commenced for the benefit of the creditors of Borrowers, this Guaranty and Indemnification Agreement shall at all times thereafter remain effective in regard to any payments to Agent or any Co- Lender or other transfers of assets to Agent or any Co-Lender received from or on behalf of Borrowers under or in respect of the Environmental Provisions of the Credit Facility Documents which are held voidable on the grounds of preference, fraudulent conveyance or otherwise, whether or not the Debt has been paid in full or whether or not the Mortgages or any or all of the Environmental Provisions of the Credit Agreement have been discharged or released.

15. If at any time any payment, or portion thereof, made by, or for the account of, Guarantors on account of the obligations under this Guaranty and Indemnification Agreement, is set aside by any court or trustee having jurisdiction as a voidable preference, fraudulent conveyance or otherwise as being subject to avoidance or recovery under the provisions of the Bankruptcy Code or under any other applicable Federal or state bankruptcy, insolvency or similar law, Guarantors hereby agree that this Guaranty and Indemnification Agreement (a) shall continue and remain in full force and effect, or (b) if previously terminated as a result of Guarantors having fulfilled Guarantors' obligations hereunder in full or as a result of Agent having released Guarantors from Guarantors' obligations and liabilities hereunder, shall without further act or instrument be reinstated and shall thereafter remain in full force and effect, in either case with the same force and effect as though such payment or portion thereof had not been made, and if applicable, as if such previous termination had not occurred.

16. Any notice, request or demand given or made under this Guaranty and Indemnification Agreement shall be in writing and shall be sent by Federal Express or other reputable national courier service or by postage prepaid registered or certified mail, return receipt requested, and shall be deemed given (i) when received at the following addresses if sent by Federal Express or other reputable national courier service, and (ii) three (3) business days after being postmarked and addressed as follows if sent by registered or certified mail, return receipt requested:

If to Agent:

NationsBank, N.A.
Real Estate Banking
8300 Greensboro Drive
McLean, Virginia 22102-3604
Attention: Cheryl D. Fitzgerald
Vice President

With copies to:

Cadwalader, Wickersham & Taft
201 South College Street - Suite 1510
Charlotte, North Carolina 28244
Attention: James P. Carroll, Esq.

and

Battle Fowler LLP Park Avenue Tower 75 East 55th Street New York, New York 10022 Attention: Dean A. Stiffle, Esq.

If to Borrowers:

c/o Brandywine Realty Trust
Newtown Square Corporate Campus
16 Campus Boulevard, Suite 150
Newtown Square, Pennsylvania 19073
Attention: Gerard H. Sweeney
President and Chief
Executive Officer

With a copy to:

Pepper, Hamilton & Scheetz
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, Pennsylvania 19103-2799
Attention: Michael H. Friedman, Esq.

If to Guarantors:

c/o Brandywine Realty Trust
Newtown Square Corporate Campus
16 Campus Boulevard, Suite 150
Newtown Square, Pennsylvania 19073
Attention: Gerard H. Sweeney
President and Chief
Executive Officer

With a copy to:

Pepper, Hamilton & Scheetz
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, Pennsylvania 19103-2799
Attention: Michael H. Friedman, Esq.

Each party to this Guaranty and Indemnification Agreement may designate a change of address by notice given to the other parties fifteen (15) days prior to the date such change of address is to become effective.

17. This Guaranty and Indemnification Agreement is, and shall be deemed to be, a contract entered into under and pursuant to the laws of the State of New York and shall be in all respects governed, construed, applied and enforced in accordance with the laws of the State of New York. No defense given or allowed by the laws of any other state or country shall be interposed in any action, case or proceeding hereon unless such defense is also given or allowed by the laws of the State of New York.

18. Guarantors agree to submit to personal jurisdiction in the State of New York in any action, case or proceeding arising out of this Guaranty and Indemnification Agreement and, in furtherance of such agreement, Guarantors hereby agree and consent that without limiting other methods of

obtaining jurisdiction, personal jurisdiction over Guarantors in any such action, case or proceeding may be obtained within or without the jurisdiction of any court located in New York and that any process or notice of motion or other application to any such court in connection with any such action, case or proceeding may be served upon Guarantors by registered or certified mail to or by personal service at the last known addresses of Guarantors, whether such addresses be within or without the jurisdiction of any such court. Guarantors also agree that the venue of any litigation arising in connection with the Environmental Provisions of the Credit Agreement, the Debt or in respect of any of the obligations of Guarantors under this Guaranty and Indemnification Agreement shall, to the extent permitted by law, be in New York County, New York.

19. No exculpatory provisions contained in any of the Credit Facility Documents shall in any event or any circumstance be deemed or construed to modify, qualify, or affect in any manner whatsoever the personal recourse obligations and liabilities of Guarantors under this Guaranty and Indemnification Agreement.

20. The obligations and liabilities of Guarantors under this Guaranty and Indemnification Agreement are in addition to the obligations and liabilities of Guarantors under the Other Guaranties (as hereinafter defined). The discharge of Guarantors' obligations and liabilities under any one or more of the Other Guaranties by Guarantors or by reason of operations of law or otherwise shall in no event or under any circumstance in and of itself constitute or be deemed to constitute a discharge, in whole or in part, of Guarantors' obligations and liabilities under this Guaranty and Indemnification Agreement. Conversely, the discharge of Guarantors' obligations and liabilities under this Guaranty and Indemnification Agreement by Guarantors or by reason of operation of law or otherwise shall in no event or under any circumstance in and of itself constitute or be deemed to constitute a discharge, in whole or in part, of Guarantors' obligations and liabilities under any of the Other Guaranties. The term "Other Guaranties" as used herein shall mean any other guaranty of payment, guaranty of performance, completion guaranty, indemnification agreement or other guaranty or instrument of personal recourse obligation or undertaking of any nature whatsoever (other than this Guaranty and Indemnification Agreement) now or hereafter executed and delivered by Guarantors to Agent or Co-Lenders or any of them in connection with the Credit Facility.

21. This Guaranty and Indemnification Agreement may be executed in one or more counterparts by some or all of the parties hereto, each of which counterparts shall be an original and all of which together shall constitute a single agreement of guaranty. The failure of any party listed below to execute this Guaranty and Indemnification Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.

22. Guarantors agree that, with or without notice or demand, Guarantors will reimburse Agent, (to the extent that such reimbursement is not made by Borrowers), for all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by Agent or any Co-Lender in connection with any action, case or proceeding brought by Agent to enforce the obligations of Guarantors under this Guaranty and Indemnification Agreement.

23. No recourse shall be had for any obligation of BRT under this Guaranty and Indemnification Agreement or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee,

shareholder, officer or employee of BRT, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by each other party to and beneficiary of this Guaranty and Indemnification Agreement.

24. No recourse shall be had for any obligation of BRP under this Guaranty and Indemnification Agreement or any of the other Credit Facility Documents or for any claim based thereon or otherwise in respect thereof, against Brandywine Specified Property Investors Limited Partnership, a Pennsylvania limited partnership and one of the general partners of BRP, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by each other party to and beneficiary of this Guaranty and Indemnification Agreement and by the other general partners of BRP.

IN WITNESS WHEREOF, Guarantors have duly executed and delivered this Guaranty and Indemnification Agreement to Agent as of the day and year first above set forth.

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

WITMER OPERATING PARTNERSHIP, L.P.

By: Brandywine Holdings I, Inc., a
Pennsylvania corporation, its general
partner

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

BRANDYWINE REALTY PARTNERS, a Pennsylvania general partnership

By: Brandywine Realty Trust, a Maryland limited partnership, its general partner

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

BRANDYWINE REALTY SERVICES CORPORATION, a
Pennsylvania corporation

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

EXHIBIT A

(Definitions)

Agent: The term "Agent" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in the preamble to this Guaranty and Indemnification Agreement.

BOP: The term "BOP" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in the preamble to this Guaranty and Indemnification Agreement.

Borrowers: The term "Borrowers" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in the preamble to this Guaranty and Indemnification Agreement.

BRP: The term "BRP" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in the preamble to this Guaranty and Indemnification Agreement.

BRSC: The term "BRSC" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in the preamble to this Guaranty and Indemnification Agreement.

BRT: The term "BRT" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in the preamble to this Guaranty and Indemnification Agreement.

Co-Lenders: The term "Co-Lenders" as used in this Guaranty and Indemnification Agreement shall collectively mean Smith Barney Mortgage Capital Group, Inc., a Delaware corporation, and NationsBank, N.A., a national banking association.

Co-Lenders Agreement: The term "Co-Lenders Agreement" as used in this Guaranty and Indemnification Agreement shall mean that certain Co-Lender and Servicing Agreement dated as of the date hereof among Smith Barney Mortgage Capital Group, Inc., NationsBank, N.A., in its individual capacity, and NationsBank, N.A., in its capacity as Agent, as the same may be further amended from time to time.

Credit Agreement: The term "Credit Agreement" as used in this Guaranty and Indemnification Agreement shall mean that certain Credit Agreement dated as of the date hereof among Smith Barney Mortgage Capital Group, Inc., NationsBank, N.A., in its individual capacity, Borrowers and NationsBank, N.A., in its capacity as Agent and pursuant to the provisions of which the Credit Facility is being extended by Co-Lenders to Borrowers, as the same may be further amended from time to time.

Credit Facility: The term "Credit Facility" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in paragraph B of the Preliminary Statement of this Guaranty and Indemnification Agreement.

Credit Facility Documents: The term "Credit Facility Documents" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in the Credit Agreement.

Credit Facility Notes: The term "Credit Facility Notes" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in the Credit Agreement.

Debt: The term "Debt" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in the Credit Agreement.

Default Rate: The term "Default Rate" as used in this Guaranty and Indemnification Agreement shall to the extent necessary be determined on a daily basis and shall be equal to four (4%) percent plus the Floating Rate.

Environmental Provisions: The term "Environmental Provisions" as used in this Guaranty and Indemnification Agreement shall mean the terms, covenants and provisions set forth in the paragraph of the Credit Agreement entitled "Environmental Provisions" on the part of Borrowers to be observed and performed.

Environmental Requirements: The term "Environmental Requirements" as used in this Guaranty and Indemnification Agreement shall mean all present and future laws, statutes, ordinances, rules, regulations, orders, codes, licenses, permits, decrees, judgments, directives or the equivalent of or by any Governmental Authority and relating to or addressing the protection of the environment or human health.

Environmental Reports: The term "Environmental Reports" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in the Credit Agreement.

Floating Rate: The term "Floating Rate" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in the Credit Agreement.

Governmental Authority: The term "Governmental Authority" as used in this Guaranty and Indemnification Agreement shall mean the Federal government, or any state or other political subdivision thereof, or any agency, court or body of the Federal government, any state or other political subdivision thereof, exercising executive, legislative, judicial, regulatory or administrative functions.

Guarantors: The term "Guarantors" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in the preamble to this Guaranty and Indemnification Agreement.

Hazardous Material: The term "Hazardous Material" as used in this Guaranty and Indemnification Agreement shall mean any material or substance that, whether by its nature or use, is now or hereafter defined as a hazardous waste, hazardous substance, pollutant or contaminant under any Environmental Requirement, or which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and which is now or hereafter regulated under any Environmental Requirement, or which is or contains petroleum, gasoline, diesel fuel or another petroleum hydrocarbon product.

Mortgages: The term "Mortgages" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in the Credit Agreement.

Other Guaranties: The term "Other Guaranties" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in paragraph 20 of this Guaranty and Indemnification Agreement.

Properties: The term "Properties" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in the Credit Agreement.

WOP: The term "WOP" as used in this Guaranty and Indemnification Agreement shall have the meaning given to such term in the preamble to this Guaranty and Indemnification Agreement.