FIRST COMMERCIAL DEVELOPMENT COMPANY

COMMERCE PARK

CORPORATE CENTER 81

CAMP HILL CORPORATE CENTER

CONTRIBUTION AGREEMENT

AMONG

THE MEMBERS OF FIRST COMMERCIAL DEVELOPMENT
COMPANY LISTED ON SCHEDULE 1 TO THIS AGREEMENT

AND

BRANDYWINE OPERATING PARTNERSHIP, L.P.

Dated as of April 7 , 1998

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT is made and entered into as of the 7th day of April, 1998 by and among THE MEMBERS OF FIRST COMMERCIAL DEVELOPMENT COMPANY LISTED ON SCHEDULE " 1 " HERETO (together, the "Members") having the addresses set forth on Schedule "1" hereto and BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership or its nominee, having an address at Newtown Square Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania 19073 (the "Partnership").

RECITALS

A. First Commercial Development Company ("First Commercial") is a Pennsylvania limited partnership whose general partner and limited partners are listed on Schedule "1" attached hereto (the general partner and the limited partners are collectively the "Members").

B. First Commercial is the owner of a certain tract of land, together with the buildings and improvements thereon, including four (4) office buildings containing approximately 71,728 net rentable square feet in Commerce Park, commonly known as 2401, 2404, 2405 and 2407 Park Drive, Harrisburg, Susquehanna Township, Pennsylvania as more fully described on Exhibit "A" attached hereto; and

C. First Commercial is the owner of a certain tract of land, together with the buildings and improvements thereon, including four (4) office buildings containing approximately 61,821 net rentable square feet in Corporate Center 81, commonly known as 600 and 800 Corporate Circle and 200 and 500 Nationwide Drive, Harrisburg, Susquehanna Township, Pennsylvania as more fully described on Exhibit "A" attached hereto.

D. First Commercial is the owner of a certain tract of land, together with the buildings and improvements thereon, including three (3) office buildings containing approximately 277,092 net rentable square feet in Camp Hill Corporate Center, commonly known as 150, 200 and 300 Corporate Center Drive, East Pennsboro Township, Pennsylvania as more fully described on Exhibit "A" attached hereto.

E. The Members desire and hereby agree to contribute, and the Partnership desires and hereby agrees to acquire or accept, all of the Members' right, title and interest as partners in and to First Commercial (the "First Commercial Partnership Interests"), 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 "Contribution Agreement", 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.

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

"Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder or with respect thereto.

"Common Shares" shall mean the common shares of beneficial interest, par value $.01 per share, of the Trust.

"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 Property, all as described in Exhibit "B" attached hereto.

"Deposit" shall mean the two payments in the amount of Two Hundred Thousand Dollars ($200,000), each, delivered by the Partnership 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 the date which is twenty five (25) days from the Effective Date.

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

"Escrow Agent" shall mean Commonwealth Land Title Insurance Company, 1700 Market Street, Philadelphia, Pennsylvania 19103.

"Escrow Terms" shall mean the escrow agreement to be entered of even date herewith between the Escrow Agent, the Members and the Partnership.

"Excluded Assets" shall mean the assets of First Commercial which are described in Paragraph 2(b).

"First Commercial" shall mean First Commercial Development Company, a Pennsylvania limited partnership and its predecessor entity, First Commercial Development Company, a Pennsylvania general partnership.

"First Commercial Partnership Interests" shall mean all of the general partner and limited partner partnership interests of First Commercial, collectively.

"Improvements" shall mean those certain buildings and other improvements constructed and located on the Land as described on Exhibit "A" attached hereto.

"Initial Members" shall mean John S. Trogner, Sr., John S. Trogner, Jr. and Blair S. Trogner, Sr.

"Land" shall mean collectively the certain parcels of real property which are owned by First Commercial and located in Harrisburg, Pennsylvania and in Camp Hill, Pennsylvania, as described on Exhibit "A" attached hereto.

"Leases" shall mean those certain leases (and guarantees thereof, if any) listed on Exhibit "C" attached hereto, or hereafter entered into by First Commercial, 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 Property.

"Other Assets" shall mean the Excluded Assets and the Other Properties, collectively.

"Other Properties" shall mean all of the real property which First Commercial owned, transferred and conveyed to third parties prior to the Effective Date, which are listed on Exhibit "F-2" attached hereto.

"Partnership Agreement of the Partnership" and "Partnership Agreement" shall mean the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended.

"Permitted Exceptions" shall mean with respect to any of the Real Property (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 "D" attached hereto, (iv) special assessments which become a lien on any of the Real Property on or after the Closing Date, and (v) such other title matters

existing on the Closing Date which are accepted or deemed accepted by the Partnership pursuant to Paragraph 5 hereof; and (vii) the rights of Tenants of any of the Real Property pursuant to the Leases for all or any portion of any of the Real Property.

"Personal Property" shall (except as specifically excluded on Exhibit "E" attached hereto) mean all of First Commercial'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 First Commercial, situated on any of the Real Property 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 First Commercial's possession, are not proprietary in nature, and related directly to the Real Property and all building names and First Commercial's rights, if any, in and to the names "Commerce Park, Corporate Center 81, and Camp Hill Corporate Center."

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

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

"Tenants" shall mean the tenants under the Leases.

"Trust" shall mean Brandywine Realty Trust, a Maryland real estate investment trust, the sole general partner of the Partnership.

"Underlying Shares" shall mean the Common Shares issuable upon the redemption of the Units issuable hereunder.

"Units" shall mean Class A Units of Limited Partnership Interests in the Partnership.

2. The Transaction

(a) Contribution of Partnership Interests in First Commercial. On the Closing Date, subject to the terms and conditions set forth in this Agreement, the Members shall contribute, assign, transfer and convey to the Partnership and the Partnership shall accept from the Members the following:

(i) On the Closing Date, the Members shall contribute (the "Initial Contribution") to the Partnership, and the Partnership shall acquire from the Members, all of the general partner interests and certain limited partner interests in First Commercial, comprising in the aggregate a 99% profits interest and a 89% capital interest in First Commercial. In return for the Initial Contribution, the Partnership shall, on the Closing Date, pay to the Members the initial consideration (the "Initial Consideration") consisting of a payment of cash and/or the issuance to the Members of the number of Units, having an aggregate value equal to 93% of the Net Consideration, such value to be determined under Paragraph 3 of this Agreement. The Initial Contribution shall be made by the Members and the Initial Consideration shall be allocated to the Members as set forth on Schedule "2" attached hereto.

(ii) One Thousand One Hundred and Twenty Six Days after the Closing Date, the Members shall contribute (the "Subsequent Contribution") to the Partnership and the Partnership shall acquire from the Initial Members all of the remaining limited partner interests in First Commercial, comprising in the aggregate a 1% profits interest and a 11% capital interest in First Commercial. In return for the Subsequent Contribution, the Partnership shall on the closing date for the Subsequent Consideration, pay to the Initial Members the subsequent consideration (the "Subsequent Consideration") consisting of a payment of cash and/or the issuance to the Initial Members of the number of Units having the aggregate value equal to 7% of the Net Consideration, such value to be determined under Paragraph 3 of this Agreement. In addition as part of the Subsequent Consideration, the Partnership shall pay to the Initial Members the amount, if any, that is equal to the aggregate amount that would have been distributed on or before the date of the Subsequent Contribution in respect of such Units had they been issued to the Initial Members on the Closing Date, less any amounts distributed to the Initial Members after the Closing Date and prior to the date of the Subsequent Contribution in respect of the First Commercial Partnership Interests of the Initial Members retained by the Initial Members after the Initial Contribution.

(b) Excluded Assets. Prior to Closing, First Commercial shall assign, transfer and convey to the Members or an entity designated by the Members, (i) the real property which is described on Exhibit "F-1" attached hereto, and
(ii) all cash and cash equivalents of First Commercial except for any such items which are to be transferred or credited to the Partnership under the terms of this Agreement. The Members and First Commercial are hereby authorized to transfer and withdraw from First Commercial the Excluded Assets, prior to or simultaneously with the Closing of the Initial Contribution. The costs of the transfer, including without limitation transfer taxes, shall be borne by the Members and the obligation of the Members to pay all transfer taxes in connection with such transfers shall survive the Closing, without limitation.

(c) Liabilities.

(i) The Members shall pay, perform and discharge all obligations and liabilities of First Commercial which relate to the periods prior to the Closing or which by their terms are to be paid, performed or discharged on or before the Closing Date for the Initial Contribution (whether or not such liabilities or obligations have been disclosed to the Partnership). Such payments shall occur prior to Closing or with respect to invoices received after Closing promptly upon receipt of such invoices.

(ii) Except as expressly set forth in Paragraph 7 of this Agreement, all liabilities or obligations of First Commercial accrued as of the Closing or relating to periods prior to the Closing, whether or not relating to the Property, which are not paid, performed or discharged by First Commercial prior to the Closing, shall be transferred and assigned by First Commercial to the Members or their designee and the said transferee shall be responsible for and shall perform such excluded liabilities and obligations. The liabilities and obligations which are to be transferred and assigned under this Paragraph 2(c)(ii) are the "Excluded Liabilities."

(d) Right of First Refusal Properties.

(i) The Real Property is subject to the following rights of first refusal to purchase: a right of first refusal for the benefit of IBM with respect to the property known as 300 Corporate Center Drive, Camp Hill, Pennsylvania, as set forth in Article 23 of the lease with IBM for such property; and a right of first refusal for the benefit of Tracking Systems Corporation ("Tracking") with respect to the property known as 2404 Park Drive, Harrisburg, Pennsylvania, as set forth in Paragraph 7 of the lease with Tracking for such property. First Commercial has received a letter from IBM which waives the right of first refusal under Article 23 of the IBM Lease. First Commercial has sent to Tracking a letter (the "Tracking RFR Letter") which requests the waiver of Tracking of its right of first refusal. The IBM waiver letter and the request letter to Tracking are set forth as Exhibit "AA" hereto.

(ii) Should Tracking not waive its right of first refusal but instead offer and agree to purchase its first refusal property (the "Tracking Refusal Purchase Property"), the transactions under this Agreement shall proceed with the following changes to the terms and provisions of this Agreement:

(1) the Real Property shall consist of all of the Real Property listed on Exhibit "A" hereto except for the Tracking Refusal Purchase Property.

(2) the Aggregate Consideration shall be reduced by an amount equal to the base consideration payable under the Tracking RFR Letter for the Tracking Refusal Purchase Property which is $825,000; and

(3) each Member shall notify the Partnership of the applicable cash/Units allocation of the Aggregate Consideration for such Member in the aggregate and with respect to the Initial Contribution and the Subsequent Contribution; and

(e) The Partnership agrees to change the name of First Commercial and stop using the name "First Commercial" within three months after the Closing. Within three months after the Closing, the Partnership shall assign and transfer to the Members or an entity designated by the Members on an "as is" basis the rights of the Partnership to the name "First Commercial Development Company" and "First Commercial" and all derivatives thereof. The name change and the transfer of the name by the Partnership to the Members or such entity and the subsequent use of the name by the Members and such entity shall be done in a manner which minimizes any confusion of third parties and the public with respect to the entity known as First Commercial immediately after the Closing.

3. Consideration And Time Of Payment. The total value of the consideration (the "Aggregate Consideration") to be received by the Members from the Partnership, in exchange for the First Commercial Partnership Interests, shall be Forty Eight Million Five Hundred Thousand Dollars ($48,500,000), as adjusted pursuant to Paragraph 7 of this Agreement. The amount of the Aggregate Consideration which is payable to the Members shall be reduced by the amount of principal and accrued interest secured by the Mortgage Debt on the Real Property as of the Closing Date which is paid off under Paragraph 3(b) below or which is assumed by the Partnership. Such reduced Consideration shall be called the "Net Consideration." The Aggregate Consideration shall be paid to the Members in the following manner:

(a) On the Effective Date, the Partnership shall deliver a check, subject to collection, in the amount of Two Hundred Thousand Dollars ($200,000) to the Escrow Agent, which check shall be payable to the order of the Escrow Agent and shall be held and disbursed pursuant to the Escrow Terms. Thereafter, within two (2) business days following the Due Diligence Expiration Date, the Partnership shall deliver a check, subject to collection, in the amount of Two Hundred Thousand Dollars ($200,000) to the Escrow Agent, which check shall be payable to the order of the Escrow Agent and shall be held and disbursed pursuant to the Escrow Terms. In the event that the Members elect, pursuant to subparagraph (d) below, to receive all of the Consideration in Units in exchange for the contribution of the Partnership Interests, the Escrow Agent shall release the Deposit to the Partnership at the Closing.

(b) At the Closing, the Partnership shall deliver in cash sufficient funds to payoff all of the debt on the Real Property which is listed on Exhibit "G" attached hereto (the "Mortgage Debt") provided, however, that amount of such funds shall not exceed an amount equal to 93% of the Aggregate Consideration.

(c) (i) The balance of the Initial Consideration shall be paid to the Members at the Closing and the making of the Initial Contribution by wire transfer of immediately available funds to an account designated by the Members.

(ii) The Subsequent Consideration shall be paid to the Initial Members upon the making of the Subsequent Contribution, by wire transfer of immediately available funds to an account designated by the Initial Members.

(d) In lieu of receiving the cash Consideration pursuant to subparagraphs
(a) and (c)(i) and (ii) above, the Members may elect, at their option, to receive all or a portion of the cash Consideration in the form of Class A Units of Limited Partnership Interest ("Units") in the Partnership in exchange for the contribution to the Partnership of all or a portion, as the case may be, of the First Commercial Partnership Interests. The Members may make such election by providing the Partnership written notice not later than twenty
(20) days prior to the applicable Closing Date. Such election notice shall state the dollar amount of the Consideration to be received in Units. The number of Units issuable in satisfaction of the applicable portion of the Consideration that the Members elect to be so received shall be computed by dividing the aggregate dollar amount of such applicable portion of the Consideration by the Computed Market Price. The term "Computed Market Price" shall mean the average closing price for the Common Shares as reported by the New York Stock Exchange (the "NYSE") for the ten (10) trading day period immediately preceding the Due Diligence Termination Date. The distributions declared by the Partnership in respect of the Class A Units issuable pursuant to this Agreement during the initial calendar quarter in which the Closing occurs shall be pro-rated by the Partnership based on the number of days the Class A Units are outstanding during such quarter. For example, if the Class A Units issuable pursuant to this Agreement are issued on May 1, 1998, each of such Class A Units shall be entitled to receive an amount equal to two-thirds of the amount of the distributions payable to a Class A Unit that was outstanding during the full quarter.

(e) (i) It is the intent of the parties to this Agreement that the transaction qualify as a tax-deferred contribution by the Members to the Partnership of the First Commercial Partnership Interests under Section 721 of the Code with respect to the receipt of Units by the Members.

(ii) At the request of the Members, the Partnership shall provide the Members with an allocation of additional debt (through guarantees in the form attached hereto as Exhibit "H" or otherwise) to provide the Members with sufficient tax basis to defer at Closing income tax recognition in connection with the Section 721 contribution to the Partnership.

(iii) The Partnership makes no representations and warranties regarding the tax consequences to the Members of the transactions under this Agreement.

(f) The Members will be responsible for any prepayment costs associated with the Mortgage Debt payoffs.

(g) The Units to be issued to the Members will be restricted from sale for two years as provided in the Partnership Agreement of the Partnership.

4. Closing. The closing of the Initial Contribution and the transactions contemplated by this Agreement (the "Closing") shall be held on or before May 5, 1998, at the offices of counsel to the Members, Buchanan, Ingersoll, Professional Corporation, Eighth Floor, 30 North Third Street, Harrisburg, PA, commencing at 10:00 a.m., time being of the essence.

5. Title And IDA Conveyances.

(a) At Closing, legal and equitable title to the Real Property shall be in the name of First Commercial and insurable at regular rates by Commonwealth Land 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 Property is not insurable as aforesaid, the Partnership's sole right and remedy shall be as set forth in Paragraph 5(b) below. Title to the properties known as 600 and 800 Corporate Circle and 200 and 500 Nationwide Drive, is currently in the name of the Dauphin County Industrial Development Authority and title to the properties known as 2401 and 2404 Park Drive, Harrisburg, Susquehanna Township, Pennsylvania is currently in the name of the Susquehanna Township Industrial Development Authority (collectively the "Authority"). Prior to Closing, the Members shall take all necessary action to cause title to such properties to be transferred to First Commercial free and clear of all liens and encumbrances in favor of the Authority and terminate any and all agreements involving the Authority with respect to such properties. All such action and transfers shall be taken at no cost and expense to the Partnership, including without limitation, transfer taxes and the obligation of the Members to pay all transfer taxes in connection with such transfers shall survive the Closing, without limitation.

(b) (i) The Partnership has applied 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 the Partnership, upon the Closing, an owner's policy of title insurance as above specified ("Title Policy"). Said Commitments shall agree to insure the proposed title of the Partnership to each of the Real Property subject only to the Permitted Exceptions and such other title exceptions as the Partnership 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 the Partnership objects to such additional title exceptions (the "Title Defects"), the Partnership shall notify the Members of such Title Defects with sufficient specificity to enable the Members to respond. The Partnership's notice of any Title Defects shall be given in writing to the Members no later than the date which is five (5) business days prior to the Due Diligence Termination Date, together with the Commitments and copies of all matters of record raised therein as exceptions thereto, after which

the Partnership shall be deemed to have waived any and all Title Defects not so raised, except for Title Defects which are first disclosed to the Partnership in continuations of title issued subsequent to the issuance of the Commitments, unless the Partnership fails to object to same in writing within three (3) business days after the Partnership's receipt of the continuation of title in which the same is disclosed, in which case the Partnership will be deemed to have waived such additional Title Defects. The Members shall have the right, but not the obligation (except as otherwise specifically provided), to cure such Title Defects and, if the Members elect to attempt to cure the Title Defects but have not cured same on or before the Closing Date, then the Closing Date may be extended by the Members at their sole option for up to thirty (30) days to enable the Members to effect such cure.

(ii) In the event that either (a) title is not in accordance with the terms of this Agreement, (b) the Members elect not to cure or cause the removal of any exception to title, except as required in subparagraph
(iii) below, or (c) if the Members are unable to satisfy any other conditions to the Partnership's obligations under this Agreement, then (except as otherwise specifically provided in subparagraph (iii) below) the sole liability of the Members shall be to (A) direct the Escrow Agent to return the Deposit to the Partnership and (B) reimburse the Partnership 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 the Partnership to update the existing surveys and in respect of the Partnership's actual, documented out-of-pocket costs of due diligence, the sum of which shall in no event exceed in the aggregate $45,000 (collectively the "Partnership's Reasonable Costs"), and upon such payments being made, this Agreement shall be deemed canceled 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 the Partnership shall have no rights of action against the Members in law or in equity, for damages or, except for the purpose of enforcing the Members's contractual obligations under subparagraph (iii) below, for specific performance. Notwithstanding the foregoing, the Partnership shall have the right to waive any conditions to the Partnership's obligations hereunder, in which event the Members shall make the deliveries provided for herein to the Partnership to the extent that the Members are able so to do, and there shall be no reduction in the Consideration in such event.

(iii) Notwithstanding the provisions of the foregoing paragraph, if the condition of title to the Real Property at the Closing is other than that which the Partnership is required or agrees to accept hereunder solely by reason of any mortgages or other monetary liens (hereinafter referred to as "Liens") which can be satisfied or remedied by the payment of a liquidated amount of money, the Members shall not have the right to cancel this Agreement and the Members 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.

(iv) Notwithstanding anything to the contrary contained in this Agreement, the Members 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 subparagraph (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.

6. Closing Documents - Closing and Subsequent Contribution.

(a) At the Closing, as a condition of the Partnership's obligations to close hereunder, the Members shall deliver or cause to be delivered the following:

(i) An Assignment of Partnership Interests of First Commercial comprising the Initial Contribution;

(ii) An executed counterpart of an Amended and Restated Limited Partnership Agreement of First Commercial in the form of Exhibit "I" hereto, which substitutes the Partnership for the Members as the partners in First Commercial with respect to the First Commercial Partnership Interests which are the subject of the Closing and the Initial Contribution;

(iii) Proof as to the due authorization and execution by the Members of the documents executed and delivered by the Members;

(iv) The signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, as are in the possession or control of First Commercial;

(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 First Commercial;

(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 First Commercial;

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

(viii) Non-foreign person certification in the form of Exhibit "J" attached hereto;

(ix) All building records and Tenant lease files with respect to the Real Property which are in the possession of First Commercial;

(x) Each bill of current real estate taxes, sewer charges and assessments, water charges and other utilities and to the extent in First Commercial's possession or control, bills for each of the same for the three
(3) preceding 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 First Commercial or any property manager controlled by First Commercial;

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

(xiii) Updated rent rolls, which shall be certified by First Commercial to be correct and complete as of Closing Date;

(xiv) Proof as to the due authorization and execution by First Commercial of the documents executed and delivered by First Commercial;

(xv) 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 the Members to enable the Title Insurer to issue the Commitments described in Paragraph 5(b)(i) and as shall be required by the Title Company to insure the Partnership's title to the Property as set forth in Section 5. The Partnership shall require affirmative endorsements consistent with the Members' obligations under Paragraph 5(b)(iii), above and affirmative endorsements (a) against mechanic's liens, (b) insuring against any violation of existing covenants, conditions or restrictions, and insuring that future violation will not result in forfeiture of title,(c) with respect to non-attribution to the Partnership and First Commercial after Closing of any knowledge or activities of First Commercial and the Members on or before the Closing;

(xvi) A Registration Rights Agreement (the "Registration Rights Agreement") in the form of Exhibit "K" attached hereto, executed by the Members;

(xvii) Proof satisfactory to the Partnership, in its sole discretion, as to the transfer to the Members or an entity designated by the Members of the Excluded Assets and the Excluded Liabilities; and

(xviii) The closing certificate required pursuant to Paragraph 9.

(b) At the Closing, as a condition of the obligations of the Members to close hereunder, the Partnership shall deliver or cause to be delivered the following:

(i) The balance of the Initial Consideration (in immediately available funds or Units in accordance with Paragraph 3);

(ii) A Registration Rights Agreement executed by the Trust; and

(iii) Proof as to the due authorization and execution by the Partnership of the documents executed and delivered by the Partnership;

(iv) An executed counterpart of an Amendment to the Amended and Restated Limited Partnership Agreement of the Partnership evidencing the issuance of Units to the Members as specified above;

(v) An executed counterpart of an Amended and Restated Limited Partnership Agreement of First Commercial;

(vi) The Tax Indemnification Agreement in the form of Exhibit "L" hereto.

(vi) The closing certificate required pursuant to Paragraph 9.

(c) At the making of the Subsequent Contribution, as a condition of the obligations to pay the Subsequent Consideration, the Members shall deliver or cause to be delivered the following:

(i) An Assignment of Partnership Interests of First Commercial comprising the Subsequent Contribution;

(ii) An executed counterpart of an Amended and Restated Limited Partnership Agreement of First Commercial which substitutes the Partnership for the Members as the partners in First Commercial with respect to the First Commercial Partnership Interests which are the subject of the Subsequent Contribution;

(iii) Proof as to the due authorization and execution by the Members of the documents executed and delivered by the members;

(iv) 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 First Commercial to enable the Title Insurer to issue the Commitments described in Paragraph 5(b)(i). The Partnership shall require affirmative endorsements with respect to non-attribution to the Partnership and First Commercial after the Subsequent Contribution of any knowledge or activities of the Members on or before the Subsequent Contribution; and

(v) An update of the certificate set forth in Paragraph 9, but only with respect to the matters set forth in Paragraphs 9(b) and 9(c)(1) and
(2) and then only insofar as such Paragraphs relate to the Members making the Subsequent Contribution.

(d) At the making of the Subsequent Contribution, as a condition of the obligation of the Members to make the Subsequent Contribution, the Partnership shall deliver or cause to be delivered the following:

(i) The Subsequent Consideration (in immediately available funds or Units in accordance with Paragraph 3); and

(ii) An update of the certificate set forth in Paragraph 9.

7. Prorations And Closing Costs. All matters involving prorations or adjustments to be made to the Consideration 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, in connection with the Initial Contribution, for purposes of prorations of income and expenses, on the Closing Date.

(a) Real estate taxes and all other ad valorem taxes, if any, with respect to the Real Property 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 First Commercial's insurance premiums or assignment of First Commercial's insurance policies and First Commercial shall be entitled to cancel all of its existing policies as of the Closing Date with any unexpired premiums, which are refunded by the insurers, being repaid to the Members. The Partnership 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 the Property and allocable to the period prior to the Closing Date shall be determined and paid by First Commercial before Closing, if possible, or shall be paid promptly thereafter by the Members or adjusted between the Partnership and the Members immediately after the same have been determined. First Commercial shall attempt to have all utility meters read as of the Closing Date. First Commercial shall further attempt to obtain from the provider of same, all other service statements and bills of account adjusted as of the Closing Date. The Members shall be entitled to

refunds of all deposits, if any, paid by First Commercial or First Commercial's predecessor-in-interest prior to Closing and held by entities providing such service, or, at the option of the Members, the Members shall agree that, First Commercial may retain such deposits after Closing in which case the Members shall receive a full credit for the amount of such deposits. All Contracts and other obligations in connection with the Property, 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 Property on or before the Closing Date and are not payable in installments shall be paid by First Commercial on or before the Closing. Special assessments which have been filed as a lien against any of the Real Property, 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 the Partnership. Special assessments which are or may be pending, but which have not become a lien on the Real Property as of the Closing Date, and special assessments which are filed as a lien after the Closing Date, shall be assumed and paid by the Partnership.

(c) The parties intend that the transactions under this Agreement not be subject to the real estate transfer tax or stamps of the Commonwealth of Pennsylvania and East Pennsboro Township and Susquehanna Township. To the extent that state and local transfer taxes or stamps are imposed in connection with the transactions under this Agreement for any reason whatsoever, the cost of such taxes or stamps shall be borne one-half by the Partnership and one-half by the Members. The Partnership 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 the Partnership. Each party agrees to pay the expense of the legal fees of its own counsel. The cost of all of the Partnership's Due Diligence Activities (as defined below) shall be borne solely by the Partnership.

(d) Any base, minimum or similar rents under the Leases collected by First Commercial on or before the Closing for a rental period or portion thereof from or after the Closing Date shall be credited to the Partnership at Closing on a per diem basis. In addition, any security deposits held by First Commercial 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 be credited to or transferred to the Partnership at Closing. If any tenant is in arrears in the payment of rent or additional rent on the Closing Date, rents received from such tenant within ninety (90) days after the Closing Date shall be applied in the following order of priority: (a) to the Partnership, for current unpaid rents and for so long as current rent is due and payable and such tenant is in arrears for current or prior rent arising after Closing, then (b) to the Members for all rent in arrears prior to the Closing Date; and then (c) to the Partnership with no further claim by the Members thereto.

(i) Except as herein provided, after Closing, First Commercial and the Partnership are not under any obligation to collect rents in arrears for the benefit of the

Members. Any rents which are delinquent or otherwise not paid at the time of Closing, and collected by the Partnership or First Commercial or the Members within ninety (90) days after Closing shall be apportioned as aforesaid and the portion to which the Members are entitled shall be promptly remitted by the Partnership to the Members. Except as provided in Paragraph 7(d)(ii) below, the Members shall have no claim to rents collected ninety (90) days after the Closing Date. The Members retain the right to pursue their remedies against Tenants after Closing for any delinquent rents or other amounts owed to First Commercial which relate to the period prior to the Closing Date (other than proceedings to evict a Tenant or terminate its lease). The Partnership shall not enter into any agreement pursuant to which any sums owed to the Members in respect of any Lease for periods prior to the Closing are reduced, modified or waived. The obligations of the Partnership and First Commercial to collect arrearages shall be limited to commercially reasonable efforts, and First Commercial and the Partnership shall under no circumstance be required to commence litigation against any Tenant to collect the same.

(ii) Notwithstanding the foregoing provisions of Paragraph
7(d): at least five (5) days prior to Closing, the Members shall deliver to the Partnership a reasonably detailed statement setting forth, as of the date of Closing (1) the sums collected from Tenants under Leases on account of or in reimbursement of landlord's operating expenses and/or any other payments made by Tenants to landlord on account of sums which are attributable to expenses paid or incurred by the landlord ("Escalation Payments") for the current fiscal year under each such Lease (whether a lease year or calendar or other year); and (2) the amounts paid or incurred by First Commercial during the appropriate fiscal year as aforesaid which First Commercial expects will be paid or reimbursed by Escalation Payments made by Tenants. If First Commercial shall have collected Escalation Payments for periods prior to Closing, whether pursuant to estimates which were in excess of the amounts actually required to be paid, or otherwise, there shall be an adjustment and credit to the Partnership at Closing for such excess. If the charges were not billed or have not been collected as of the date of Closing, then, when the amount of such Escalation Payments is determined and collected by First Commercial from Tenants after Closing, First Commercial will, upon collection, remit to the Members the portion thereof to which the Members are entitled to the date of Closing. After Closing, First Commercial shall have the right, in good faith, to settle or adjust any amount of such Escalation Payments due from any Tenant without the Members' prior consent, provided that such settlement or adjustment applies ratably to all amounts of Escalation Payments due from such Tenant.

(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 First Commercial prior to Closing without contribution by, or reimbursement from, the Partnership. At Closing, the Partnership shall pay or reimburse the Members 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. Except with respect to the commissions for the prospective Lease

renewals set forth on Exhibit "M" , the Members shall 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 the right of the Partnership 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. First Commercial shall be responsible for the costs of, and shall pay or perform prior to Closing 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 First Commercial 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 Property. The Partnership shall assume, pay or reimburse (as applicable) the Members on the Closing Date for 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 all costs of tenant improvements and allowances incurred by or on behalf of First Commercial 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 Property, provided (i) the same were approved by the Partnership or (ii) are permitted under Paragraph 15(e) hereof or (iii) such costs are set forth on Exhibit "C" hereto.

(f) Amounts paid or payable as fees or expenses under any of the Licenses shall be prorated as of the Closing Date but all amounts refundable under Licenses shall belong to the Members.

(g) The Initial Members shall be solely responsible for the payment of any "roll back taxes" assessed or imposed upon any of the Real Property under 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 the Initial Members agree to indemnify, defend and save First Commercial and the Partnership harmless (including attorneys' fees) from and against any claim for such taxes.

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

(i) All of the provisions of this Paragraph 7 and First Commercial's, the Members' and the Partnership's respective rights and obligations hereunder shall survive the Closing.

8. Possession Of Property.

(a) Possession to the Real Property shall be delivered on the Closing Date, subject only to the Permitted Exceptions.

(b) All of the provisions of this Paragraph 8 and First Commercial's, the Member's and the Partnership's respective rights and obligations hereunder shall survive the Closing.

(c) The Property is being acquired without any employees of First Commercial. An affiliate of the Partnership, however, intends to hire or retain (but is not obligated to hire or retain) for First Commercial three individuals currently employed by First Commercial (and its affiliates) at salary levels consistent with those currently provided by First Commercial, with benefits consistent with that provided by such affiliate to other employees at a location in the Harrisburg area. The salary levels of such employees are as follows: Bookkeeper/Secretary - $640.85/week; Receptionist/Secretary - $556.14/week; and Property Supervisor - $717.79/week. It is anticipated that the responsibilities currently borne by the employees will be subject to modification to insure consistency with the Partnership's existing Asset Management/Tenant Services Program. Closing of the transactions under this Agreement is not conditioned upon any or all of such First Commercial employees accepting employment with an affiliate of the Partnership or continuing with First Commercial after Closing.

(d) The Partnership shall cooperate with the Members and First Commercial to insure good tenant retention at the Property and to utilize the expertise of the Members in establishing a market presence and deal flow. However, no restrictions whatsoever will be placed upon the Members after Closing; rather, it is acknowledged that the Members will continue to develop and lease real estate in the Central Pennsylvania market after the Closing, even though such activities may directly or indirectly compete with the Partnership or First Commercial. In no event, however, for a period of three
(3) years after Closing will the Members or any affiliate, employee, representative, or agent of any of them, directly or indirectly approach, canvas or solicit any existing tenant of the Property, without specific written authorization from the Partnership (specifically excluding the ability of the Members to respond to tenant initiated request for proposals). First Commercial is currently responding to a request for proposal of Conrad M. Siegel, Inc. for new office space in a building to be constructed by the Members or certain of them. The Members, or certain of them, would be entitled to brokerage commissions in amounts determined in accordance with local practice for all leasing transactions secured by the Members or their affiliates for the benefit of the Partnership after Closing, including current renewals being negotiated by First Commercial or its affiliates (as detailed in Exhibit "N" to this Agreement).

9. Representations Of The Initial Members and The Partnership.

(a) The Initial Members hereby represent and warrant, as follows, all of which shall be true and correct at, and as of, the Effective Date:

(1) First Commercial is a limited partnership duly organized and validly existing under the laws of the Commonwealth of Pennsylvania, and is in good standing in such state.

(2) First Commercial 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.

(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 First Commercial's knowledge, threatened against or relating to First Commercial or the Property which might materially and adversely affect First Commercial or the Property or which questions the validity of this Agreement or any action taken or to be taken by First Commercial pursuant hereto.

(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 First Commercial's limited partnership agreement or any other material agreement, instrument or lease to which First Commercial 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 First Commercial's possession or control, have been or will be delivered, or made available, to the Partnership 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 First Commercial in connection with the ownership and operation of the Property (the "Personal Property Leases"); (iv) Licenses; (v) surveys; (vi) title reports; (vii) engineering reports; and (viii) environmental reports.

(6) To the best of First Commercial's knowledge, (i) all of the Leases, Contracts and Personal Property Leases and Licenses, are in full force and effect, (ii) there has been no action or failure to act by First Commercial or any other party to any Lease, Contract or Personal Property Lease or License which, with the giving of notice or the passage of

time or both, would constitute a default in any material respect or a right to terminate; and (iii) First Commercial has not received from any other party written notice with respect to the condition of the Property or the use or repair of the same or of any alleged default by First Commercial under any such Lease, or Personal Property Lease or License. Except as set forth on Exhibit "P", 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 the Partnership, the Contracts shall not be terminated by First Commercial 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. First Commercial shall retain or the Partnership shall assume all Contracts which are not terminated at Closing.

(7) As of the Closing, there are and shall be no liens against the Real Property arising under the Employee Retirement Income Security Act of 1974, as amended, nor any other compensation or employment related lien or liability or obligation that could become the responsibility of the Partnership or continue to be the responsibility of First Commercial on or after the Closing. The Partnership shall be under no obligation to assume any of First Commercial's employees, it being the sole responsibility and obligation of the Members to provide severance arrangements, if any, for all such employees so that at Closing, there are no employees of First Commercial.

(8) To the best of First Commercial's 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 First Commercial's actual knowledge, there are no special or general assessments currently affecting or pending against the Real Property or any portion thereof.

(9) Except as set forth on Exhibit "Q", First Commercial has not been served with written notice that it has been named as a party in any litigation, administrative proceeding or investigation naming First Commercial 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 affecting the Real Property. 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; 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. First Commercial 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 First Commercial's part which either (a) resulted in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or

dumping of Hazardous Substances or Hazardous Wastes at the Real Property, or
(b) related in any way to the generation, storage, transport, treatment or disposal of Hazardous Substances or Hazardous Wastes at the Real Property.

(10) The income and expense statements for the Property and the current rent roll which have been delivered by the Members to the Partnership are true, correct and complete in all material respects.

(11) First Commercial 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 First Commercial and related to the ownership or operation of the Property (collectively, the "Permits"), and there is no pending or, to the best of First Commercial's knowledge, threatened proceeding which could result in the revocation or cancellation of, or inability of First Commercial to renew, any Permit.

(12) To the best of First Commercial's knowledge, except as set forth in Exhibit "R" attached hereto and made a part hereof: (a) all management fees, leasing commissions and tenant improvement allowances are fully paid, (b) there are no brokerage commissions owing by First Commercial with respect to any of the Leases or otherwise related to the Property which have not been paid, and (c) there are no ongoing or prospective commission or leasing fee obligations.

(13) First Commercial has received no written notice from any insurance company which has issued a policy with respect to the Property 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 First Commercial will promptly notify the Partnership of any such notice or requirement if such notice is received prior to the Closing.

(14) First Commercial is not a "foreign person" and will deliver to the Partnership, 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) First Commercial has not received written notice from any governmental agency or authority of outstanding material violations issued by governmental authorities having jurisdiction over the Real Property.

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

(17) There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Property other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "C". No tenant has advised First Commercial that First Commercial is in default under any of the Leases, or asserted any claim or basis for any claim for free or reduced rent or right of setoff against the landlord or the rent under the Leases, and First Commercial has no actual knowledge of any default or any event which has taken place which, with the passage of time, or the delivery of notice, or both, could become an event of default. First Commercial has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by First Commercial except as additional collateral for the Mortgage Debt. No holder of any such collateral assignment has asserted or exercised any of its right to collect such rents. Each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "C" are the actual rents, income and charges being collected by First Commercial under the Leases. Any tenant improvements which First Commercial is obligated to complete pursuant to any Lease (or any unsigned lease proposal or lease amendment) have been completed as of this date or shall be completed as of Closing, and all costs therefore have been or shall be paid by First Commercial, prior to Closing and all of First Commercial's work has or shall have been accepted by the Tenant without exception on or before Closing, other than routine punch list items, which items shall remain the responsibility of First Commercial following Closing, and which obligation shall expressly survive Closing. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. No tenant of the Property under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "C", no security deposits by tenants have heretofore been returned or applied to charges against the tenants.

(18) To the best of First Commercial's knowledge: (i) the Property and the continued operation and use thereof comply with all applicable requirements of federal, state and local law, and all applicable requirements of governmental bodies or agencies having jurisdiction thereof, and (ii) except as disclosed on Exhibit "S", no portion of the Property lies within a flood hazard area, flood plain or wetland.

(19) Except as specifically set forth on the environmental reports attached hereto as Exhibit "T" to the best of First Commercial's knowledge, (i) no Hazardous Substances (defined below) and no Hazardous Wastes (defined below) are present on the Property including, without limitation, asbestos, flammable substances, explosives, radioactive materials, hazardous wastes, toxic substances, pollutants, pollution, contaminant, polychlorinated byphenyls ("PCBs"), urea formaldehyde foam insulation, radon, corrosive, irritant, biologically infectious materials, petroleum product, garbage, refuse, sludge, hazardous or waste materials, and (ii) there has been no use of the Property that may, under any federal, state or local environmental statute, ordinance or regulation, require, at any time, any closure or cessation of the use or occupancy of the Property and/or impose, at any time, upon the owner of

the Property any clean-up or other monetary obligation. To the best of First Commercial's knowledge, neither the Property nor any portion thereof, have been identified on the federal CERLIS, the National Priorities List (40 C.F.R. Part 300, App. B) or any state or local list of potential hazardous waste disposal sites or as an industrial establishment. There are no underground storage tanks located on the Property.

(20) To the best of First Commercial's knowledge, all adequate utilities, useable public sanitary and storm sewers, public water facilities, electric facilities and, if any, gas facilities (collectively, the "Utilities"), are installed in, and are duly connected to, the Real Property, and can be used without charge except the normal and usual metered utility charges and water and sewer charges. To the best of First Commercial's knowledge, all Utilities required for the operation of the Property either enter the Property through adjoining public streets or, if they pass through adjoining public land, do so in accordance with valid public easements or private easements which will inure to the benefit of the Partnership at no cost to the owner of the Property. All of said Utilities are installed and operating and all installation, connection and "tap-in" charges have been paid for in full.

(21) No work has been performed or is in progress at, and no materials have been furnished to the Property which, though not presently the subject of, might give rise to construction, mechanic's, materialmen's, municipal or other liens against the Property or any portion thereof, except that for which full and complete releases have been obtained. If any lien for any such work is filed before Closing, First Commercial shall promptly discharge the same prior to Closing.

(22) To the best of First Commercial's knowledge, none of the artwork being a part of the Personal Property was prepared on a "work for hire" basis and none of the artwork was commissioned after 1991.

(23) To the best of First Commercial's knowledge, all applicable charges, fees and assessments (including condominium fees, to the extent applicable) and any and all other sums due under declarations, cross-easements and like agreements to which the Property or any portion thereof may be subject, have been paid, and no special assessments thereunder are pending, and all consents and approvals required to be obtained under any such declarations, cross-easements and like agreements have been obtained pursuant to the requirements of such documentation.

(24) To the best of First Commercial's knowledge, all debts, liabilities, and obligations of First Commercial arising out of the construction, ownership, and operation of the Property including, but not limited to, construction costs, salaries, taxes, accounts payable and the like, have been paid as they became due and payable and shall continue to be so paid from the date hereof until the Closing Date.

(25) There are no equity, revenue, cash flow, profit or other participations or similar rights of lenders, Tenants or other third parties, which apply to the Real Property.

(b) Each of the Members who is acquiring Units, on its own behalf, hereby represents and warrants as follows, all of which shall be true and correct on, and as of, the Effective Date:

(1) That it has received a copy of the Trust's Annual Reports on Form 10-K, as amended, for the fiscal years ended December 31, 1997 and 1996 (together, the "10-Ks"), the Trust's Quarterly Reports on Form 10-Q, as amended, for the fiscal quarters ended March 31, 1997, June 30, 1997 and September 30, 1997 (collectively, the "10-Qs"), and all Current Reports on Form 8-K filed by the Trust during the period between January 1, 1997 and the date hereof (collectively, the "8-Ks"), the Trust's proxy statement for its annual meeting of shareholders held on May 12, 1997 and a copy of the Partnership Agreement;

(2) That the Units and the Underlying Shares (collectively, the "Securities"), are being acquired for its own account without a view to public distribution or resale and that it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Securities or any portion thereof to any other person;

(3) That it understands that the Securities have not been registered under the Securities Act or the securities laws of any state, and, as a result thereof, the Securities are "restricted securities" as defined in Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), and are subject to substantial restrictions on transfer;

(4) That it understands that the certificates evidencing the Securities shall bear a legend indicating that such Securities have not been registered under the Securities Act or any applicable state securities laws and the transferability thereof is subject to compliance with the Securities Act and applicable state securities laws;

(5) That it will not sell or otherwise transfer or dispose of any Securities or any portion thereof unless the Securities are registered under the Securities Act and any applicable state securities laws or it obtains an opinion of counsel which is reasonably satisfactory to the Partnership or the Trust, as appropriate, that the Securities may be sold in reliance on an exemption from such registration requirements, and that the Securities and certificates evidencing the same will bear a legend reflecting such restrictions;

(6) That it understands that (i) except as expressly set forth in the Registration Rights Agreement attached hereto as Exhibit "K", neither the Partnership nor the Trust has any obligation or intention to register the Securities for resale under any federal or state securities laws and (ii) it therefore may be precluded from selling or

otherwise transferring or disposing of any Securities or any portion thereof for an indefinite period of time or at any particular time;

(7) That in determining to acquire the Securities, it has relied solely upon its independent investigation, including the advice of its legal counsel and accountants or other financial and tax advisers and has, during the course of discussions concerning the acquisition of the Securities, been offered the opportunity to ask such questions and inspect such documents concerning the Partnership and the Trust and their respective businesses and affairs as it has requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied;

(8) THAT IT UNDERSTANDS THAT THE ACQUISITION OF THE SECURITIES INVOLVES CERTAIN RISKS, and that it can bear the economic risk of the acquisition of the Securities, including the total loss of its investment;

(9) That (i) it has adequate means of providing for its current needs and financial contingencies, (ii) it has no need for liquidity in this investment, (iii) it has no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require it to dispose of the Securities, (iv) all its investments in and commitments to non-liquid investments are, and after its acquisition of the Securities will be, reasonable in relation to its net worth and current needs, and (v) it was not formed for the specific purpose of making an investment in the Securities;

(10) That it understands that no federal or state agency has approved or disapproved the Securities, passed upon or endorsed the merits of the offering of the Securities hereunder, or made any finding or determination as to the fairness of the Securities for investment;

(11) That it is making an investment without the influence of any general advertising or general solicitation by the Partnership or the Trust;

(12) That it understands that the Securities are being offered and distributed in reliance on specific exemptions from the registration requirements of federal and state securities laws and that each of the Partnership and the Trust is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of First Commercial and the Members to acquire the Securities. In this regard, it understands that Common Shares may only be issued upon the redemption of the Units, if an exception from the registration requirements of the Securities Act is then available for such issuance;

(13) It is an accredited investor, as defined in Rule 501(a) of Regulation D adopted under the Securities Act; and

(14) The number of Common Shares which are owned by such Member on the date hereof do not exceed that number that is equal to 1% of the number of outstanding Common Shares of the Trust.

(c) The Initial Members hereby represent and warrant, as follows, all of which shall be true and correct at, and as of, the Effective Date:

(1) Schedule "1" attached hereto is a true and correct list of all existing partners of First Commercial as shown on the books of First Commercial. Each existing Partner is the sole owner of the First Commercial Partnership Interests to be contributed by he, she or it to the Partnership and has good, valid and marketable title to such First Commercial Partnership Interests, free and clear of all liens, except for those liens created by the partnership agreement of First Commercial (which shall be discharged on or before the Closing). The First Commercial Partnership Interests have been issued in compliance with the partnership agreement (as then in effect) of First Commercial, as applicable, and such interests were not issued in violation of any federal or state securities laws;

(2) There are no rights, subscriptions, warrants, options, rights of first refusal, conversion rights or agreements of any kind outstanding to purchase or to otherwise acquire any securities or obligations of any kind convertible into any partnership interest or other equity interests or participation interests of any kind in First Commercial or the Real Property (or any part thereof) except for those rights created by the partnership agreement of First Commercial;

(3) The balance sheets of First Commercial as of December 31, 1996, 1995 and 1994, and the related combined statements of operations, owners' deficit, and cash flows for each of the three years in the period ended December 31, 1996, together with the notes thereto, present fairly in all material respects the financial position of First Commercial and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles.

i) When delivered to the Partnership not later than March 31, 1998, the balance sheets of First Commercial as of December 31, 1997 and related combined statements of operations, owners' deficit and cash flows for the period ended December 31, 1997 together with the notes thereto, and when delivered to the Partnership not later than ten (10) days after the Effective Date, the statement of operations, for the period ending February 28, 1998, each present fairly in all material respects the financial position of First Commercial and the results of its operations and its cash flows for the period ended December 31, 1997 and for the period ending February 28, 1998, in conformity with generally accepted accounting principles.

ii) There has been no material adverse change in the financial position of First Commercial from December 31, 1997 to the date hereof.

(4) Except for (i) liabilities disclosed in the financial statements referred to in Paragraph 9(c)(3) , (ii) liabilities arising in the ordinary course of business which, if material (individually or in the aggregate), are disclosed in Exhibit "U" attached hereto, (iii) liabilities at the date hereof which are specifically disclosed in the Exhibits attached to this Agreement and (iv) current liabilities incurred in the ordinary course of business after the date hereof (consistent with the past practice), First Commercial is not subject to liabilities of any nature, whether matured or unmatured, fixed or contingent, which could reasonably be expected to have, individually or in the aggregate, a material adverse effect upon First Commercial.

(5) First Commercial (i) has filed or has had filed on its behalf all Tax Returns (as defined below) on a timely basis which are required to be filed as of the date hereof, and such Tax Returns are correct and complete in all material respects, (ii) has paid or has had paid on its behalf on a timely basis all Taxes (as defined below) shown to be due on such Tax Returns and (iii) with respect to any period for which Tax Returns have not yet been filed, or for which Taxes are not yet due or owing, has made due and sufficient current accruals for such Taxes in its books and records in accordance with generally accepted accounting principles and shall pay all such Taxes as they become due and owing. For purposes of this subsection, "Tax" shall mean any Federal, state or local tax of any kind whatsoever, including any interest or penalty, and "Tax Return" shall mean any return, declaration, report, claim for refund, information return, statement or other similar document relating to Taxes;

(6) All payments of principal and interest on all Mortgage Debt are current as of the date hereof. First Commercial is not in default in any material respect of any loan or any other agreement to which it is a party and, no event has occurred which with the giving of notice or passage of time would become a default in any material respect under any such loan or under any such agreement;

(7) First Commercial has not engaged in any business other than the ownership, development, leasing and management of the Real Property and the Excluded Assets, the Other Properties and the activities listed on Exhibit "V" and has no subsidiaries and has never owned stock, shares or interests of any kind whatsoever in any entity.

(d) It is agreed and understood that the Partnership 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 the Partnership determines prior to the Due Diligence Termination Date that any or all of the representations and warranties made in this Agreement by the Members shall be untrue as a result of such due diligence, investigation or analysis, the Partnership 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 Partnership has now or hereafter acquires prior to the Due Diligence Termination Date actual knowledge that one or more of the representations and warranties of the Members are not true, no such fact or circumstance known to the Partnership shall be made the basis of a claim by the Partnership of a breach of representation or warranty by a Member, as the case may be.

(e) Notwithstanding anything to the contrary contained in this Agreement, in the event any representation, agreement or undertaking made by the Members in this Agreement shall prove to be false and the cost or expense incurred or likely to be incurred by the Partnership as a result thereof shall not exceed $100,000 in the aggregate, such misrepresentation, agreement or undertaking shall be deemed "immaterial" and shall not give rise to any right of the Partnership to terminate or refuse to close under this Agreement or give rise to any right of action for money damages or specific performance and the Partnership hereby waives all its rights, claims and remedies relating thereto. The Partnership's sole remedy in the event any representation, agreement or undertaking of the Members which is discovered by the Partnership at or prior to the Closing herein shall prove to be false and the cost or expense incurred or likely to be incurred by the Partnership as a result thereof exceeds $100,000 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 the Partnership, and thereupon the Partnership shall receive a refund of the Deposit, and First Commercial shall reimburse the Partnership for the Partnership's Reasonable Costs and Due Diligence Costs. To the extent the Partnership has actual 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, the Partnership hereby waives all of its rights, claims and remedies relating thereto.

(f) The Partnership hereby represents and warrants as follows, all of which shall be true and correct at, and as of, the Effective Date:

(1) The Partnership is a limited Partnership duly formed and validly existing under the laws of the State of Delaware, and is in good standing with the State of Delaware. The Partnership is duly registered as a limited partnership under the laws of the Commonwealth of Pennsylvania and as presently subsisting under such laws. The Trust 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.

(2) Subject to Paragraph 9(f)(5), below, the Partnership 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 the Partnership and the Trust pursuant hereto when delivered will constitute, the legal, valid and binding obligations of the Partnership and the Trust, as the case may be, enforceable against the Partnership and the Trust in accordance with their respective terms.

(3) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate any provision of any organizational document of the Partnership or the Trust, 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 the Partnership or the Trust is a party.

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

(5) The execution and delivery of this Agreement shall have been approved by the Board of Trustees of the Trust on or prior to the Due Diligence Termination Date and no further action shall thereupon be required on the part of the Partnership or the Trust to consummate the transaction contemplated hereby. The signatories for the Partnership are authorized and empowered to bind the Partnership to this Agreement.

(6) Except as otherwise set forth in Paragraph 9(f)(5) above, in connection with the listing application with the NYSE pursuant to Paragraph 17(d) and the registration of the Underlying Shares pursuant to the Registration Rights Agreement attached hereto as Exhibit "K" and as required by any applicable state securities or "blue sky laws", 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 Trust or the Partnership.

(7) The Partnership has sufficient funds available to consummate the transactions contemplated by this Agreement, without the necessity of third-party financing other than the Partnership's existing revolving credit facility administered by NationsBank, N.A. The Partnership acknowledges that its obligations hereunder are not conditioned upon any third party financing or capital infusion by another party.

(8) The Units and any Common Shares issuable upon redemption of the Units, upon issuance, if any, will be duly and validly issued, fully-paid and non-assessable.

(9) The information contained in the 10-Ks, 10-Qs and 8-Ks were 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 they were 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.

(10) Since September 30, 1997, there has been no event or development that has had a material adverse effect on the business, assets or financial condition of the Trust and its subsidiaries taken as a whole.

(11) The consolidated balance sheet of the Company and its subsidiaries at September 30, 1997 reflects all liabilities of the Company and its subsidiaries that are of a nature required to be set forth as a liability on a consolidated balance sheet prepared in accordance with generally accepted accounting principles, and since September 30, 1997 and except as disclosed in the Trust's Quarterly Report for the Quarter ended September 30, 1997 and in Current Reports on Form 8-K filed by the Trust subsequent to such Quarterly Report, neither the Trust nor any of its consolidated subsidiaries has incurred any liabilities which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Trust and its subsidiaries taken as a whole.

(12) The Trust meets the requirements for qualification as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code and the rules and regulations thereunder as currently in effect.

(g) The Initial Members hereby represent and warrant, as follows, all of which shall be true and correct at, and as of, the Effective Date:

(1) There is no litigation, proceeding or action pending or, to the best of First Commercial's knowledge, threatened against or relating to the Excluded Assets or the Other Properties (collectively "Other Assets") which might materially and adversely affect First Commercial;

(2) First Commercial has not been served with written notice that it has been named as a party in any litigation, administrative proceeding or investigation naming First Commercial 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 affecting the Other Assets. First Commercial 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 First Commercial's part which either (a) resulted in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances or Hazardous Wastes at the Other Assets, or (b) related in any way to the generation, storage, transport, treatment or disposal of Hazardous Substances or Hazardous Wastes at the Other Assets.

(3) First Commercial has not received written notice from any governmental agency or authority of outstanding material violations issued by governmental authorities having jurisdiction over the Other Assets.

(4) To the best of First Commercial's knowledge, the Other Assets and the continued operation and use thereof comply with all other applicable requirements of federal, state and local law, and all applicable requirements of governmental bodies or agencies having jurisdiction thereof.

(5) (i) To the best of First Commercial's knowledge, no Hazardous Substances and no Hazardous Wastes are present on the Other Assets including, without limitation, asbestos, flammable substances, explosives, radioactive materials, hazardous wastes, toxic substances, pollutants, pollution, contaminant, PCBs, urea formaldehyde foam insulation, radon, corrosive, irritant, biologically infectious materials, petroleum product, garbage, refuse, sludge, hazardous or waste materials, and (ii) there has been no use of the Other Assets that may, under any federal, state or local environmental statute, ordinance or regulation, require, at any time, any closure or cessation of the use or occupancy of the Other Assets and/or impose, at any time, upon the owner of the Other Assets any clean-up or other monetary obligation. To the best of First Commercial's knowledge, neither the Other Assets nor any portion thereof, have been identified on the federal CERLIS, the National Priorities List (40 C.F.R. Part 300, App. B) or any state or local list of potential hazardous waste disposal sites or as an industrial establishment. To the best of First Commercial's knowledge, during the period of ownership of the Other Assets by First Commercial, there were no underground storage tanks located on the Other Assets except as set forth on Exhibit "BB" hereto, and there are no underground storage tanks located on the Other Assets.

(6) To the best of First Commercial's knowledge, all debts, liabilities, and obligations of First Commercial arising out of the ownership and operation of the Other Assets have been paid as they become due and payable and shall continue to be so paid from the date hereof until the Closing Date.

(7) First Commercial is not and will not, at Closing, be subject to liabilities of any nature, with respect to the Other Assets, whether matured or unmatured, fixed or contingent, which could reasonably be expected to have, individually or in the aggregate, a material adverse effect upon First Commercial.

(8) For the purpose of Paragraph 9(g), all representations and warranties with respect to the Other Properties for the period after First Commercial sold to third parties such Other Property shall be limited such that knowledge shall be based solely on written notice received by First Commercial from third parties.

(h) As to any representation or warranty made in this Agreement which is qualified as being to the best knowledge of the Partnership, the Members or First

Commercial, 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.

(i) All of the representations and warranties set forth in this Paragraph 9 shall be deemed renewed by the applicable Members and the Partnership on the Closing Date of the Initial Contribution, but not on the Closing Date of the Subsequent Contribution (except that the representation and warranties set forth in Paragraphs 9(b) and 9(c)(1) and (2), insofar as such Paragraphs relate to the Members making the Subsequent Contribution, shall be deemed renewed on the Closing Date of the Subsequent Contribution), and shall, as a condition to each party's obligation to close on such date, 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).

10. Access To The Property.

(a) The Partnership and/or its agents and representatives, during normal business hours and after reasonable advance notice to First Commercial, may enter into the office of First Commercial where its books and records are located and enter upon any of the Real Property from time to time prior to the Closing Date, accompanied by an agent of First Commercial, for purposes of conducting such inspections, investigations and/or studies as the Partnership deems necessary, including, without limitation, financial, operational and historical reviews of the Real Property and First Commercial, physical inspections, lease reviews and environmental reviews and testing, which activities may include test borings and soil samplings (the "Partnership's Due Diligence Activities"). The Partnership's access to the Real Property shall be subject to the rights of the Tenants of any of the Real Property, who shall not be unreasonably disturbed during any such inspection by the Partnership. The Partnership shall not engage in any activity in or about the Real Property which directly or indirectly violates the terms of any governmental or quasi-governmental statute, rule, regulation, order or practice. The Partnership shall not make any physical changes to any of the Real Property, except for test borings and soil samplings which shall be performed only by licensed engineers reasonably acceptable to First Commercial and only after three (3) business days' prior notice to First Commercial. The Partnership may contact any governmental or quasi-governmental authorities concerning the Property without the prior written approval of First Commercial. First Commercial shall have the opportunity to observe any and all action taken by the Partnership or its representatives, consultants, agents, etc. pursuant to this Paragraph 10. All information set forth in any document which First Commercial has granted to the Partnership 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 the Partnership violates its obligations under this Paragraph 10(a) or in the event of any physical damage to any of the Real Property or any Personal Property resulting, directly or indirectly, from the exercise by the Partnership of its rights under this Paragraph 10(a), the Partnership hereby agrees to restore the Real Property and Personal Property to their

respective conditions prior to incurring such damage. The Partnership hereby agrees to indemnify, defend and hold harmless First Commercial from and against all physical damage to any of the Real Property and Personal Property, personal injury and/or any other claims or liability which may occur as a result of the Partnership's (or the Partnership's agents, employees, invitees or licensees) entry or activities upon any of the Real Property. The provisions of this Paragraph 10(a) shall survive Closing or other termination of this Agreement.

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

(c) In the event Closing does not occur or this Agreement is terminated, the Partnership shall promptly return to First Commercial any documents obtained from First Commercial or First Commercial's agents and deliver to First Commercial upon request by First Commercial, without charge, copies of all written test results, studies, reports and similar materials obtained by or on behalf of the Partnership relating to any of the Real Property.

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, the Partnership may, subject to the provisions set forth in Paragraph 10 above, review the matters described in Paragraph 10 and all plans and specifications, condition of title (including without limitation the Permitted Exceptions), agreements relating to and the availability of utilities, environmental conditions, the physical condition of the existing Improvements, compliance by the Property with zoning, licensing and all other governmental requirements, Leases for any of the Real Property, operating statements, service contacts, other contracts, loan documentation, and janitorial company operations pertaining to the Property and all other aspects and conditions of the Property and pertaining to First Commercial and First Commercial's past and present activities and operations, which the Partnership may decide to review (collectively also, the "Partnership's Due Diligence Activities"), all as the Partnership shall deem appropriate). The Partnership's Due Diligence Activities may include environmental, mechanical and engineering inspections deemed appropriate by the Partnership, including complete inspection of all roofs and all mechanical systems. All inspections will be conducted by the Partnership only when accompanied by a representative of First Commercial. All such inspections will be scheduled so as to minimize tenant disruption. During the due diligence period the Partnership plans on conducting tenant interviews and agrees to obtain First Commercial's authorization prior to conducting such

interviews. In connection with the Partnership's Due Diligence Activities, First Commercial has delivered or will deliver to the Partnership various documents, reports and materials (collectively, the "First Commercial Due Diligence Materials"). THE PARTNERSHIP UNDERSTANDS AND HEREBY ACKNOWLEDGES AND AGREES THAT THE FIRST COMMERCIAL DUE DILIGENCE MATERIALS ARE BEING DELIVERED TO THE PARTNERSHIP WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER BY FIRST COMMERCIAL, THE MEMBERS OR BY THE PREPARER OF SUCH FIRST COMMERCIAL 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 the Partnership's Due Diligence Activities or otherwise, the Partnership 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 the Members 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 Partnership, 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) First Commercial shall prepare certificates (the "Estoppel Certificates") for execution by the Tenants which shall be either in the form annexed hereto as Exhibit "W" or the form which the Tenants are required to execute and deliver under their Leases. The Initial Members agree to send to all Tenants initially certificates based on the form annexed hereto as Exhibit "W". The Initial Members agree to deliver the Estoppel Certificates to the Tenants promptly after the Effective Date 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 the Partnership's obligations hereunder that, at or prior to Closing, Estoppel Certificates shall have been obtained from at least 75% of the Tenants at each Property, including those identified on Exhibit "X" annexed hereto and made a part hereof (the "Identified Tenants").

(d) The Members shall deliver to the Partnership on or before March 31, 1998, the balance sheets and related combined statement of operations, owner's deficit and cash flows of First Commercial for the year ending December 31, 1997 and on or before ten (10) days after the Effective Date, the statement of operations for the period ending February 28, 1998.

12. Condemnation. The Members covenant and warrant that First Commercial has not received any written notice of any condemnation proceeding or other proceeding in the nature of eminent domain in connection with the Real Property, and First Commercial has no knowledge of any threatened condemnation. As used herein, a "material taking" shall mean a taking of either an entire Real Property, more than ten percent (10%) of a building or more than 10% of the parking area of a single Real Property. If, prior to the Closing, any such proceeding is commenced, First Commercial shall promptly notify the Partnership thereof. In the event of a material taking or commencement of proceedings in connection with such a taking, the Partnership 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 Consideration and at Closing, First Commercial shall assign to the Partnership, without recourse, all condemnation proceeds paid or payable with respect thereto; or (y) terminate this Agreement with respect to the Property 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 Property, and at Closing, the Partnership shall pay to the Members the Consideration with respect to the remaining Real Property as the parties shall mutually agree upon. Provided the Partnership shall have waived its right to terminate this Agreement with respect to the Real Property so taken, as provided above, First Commercial shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a condemnation without the Partnership's prior approval, which shall not be unreasonably withheld or delayed.

13. Damage By Fire Or Other Casualty.

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

(b) If (i) less than 10% of a building or less than 10% of a parking area of a single Real Property 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, there shall be no abatement or adjustment in the Consideration and, provided the loss or damage is a covered loss under First Commercial's insurance policy, the Partnership shall be required to purchase all of the Real Property in accordance with the terms of this Agreement and, at Closing, First Commercial shall assign to the Partnership, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by First Commercial for emergency repairs or barricades) and the Members shall credit the Partnership at Closing with the amount of any

applicable deductible. The Members shall have no liability or obligation with respect to the condition of any of the Real Property as a result of any such fire or casualty. If more than 10% of a building or 10% of a parking area of a single Real Property is so damaged and the Improvements so damaged have not been completed as aforesaid, the Partnership may, at its sole option, (x) proceed to Closing as provided in this Paragraph 13(b) without an abatement of the Consideration and at Closing the Members shall assign to the Partnership, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by First Commercial for emergency repairs or barricades) and the Members shall credit the Partnership at Closing with the amount of any applicable deductible; or (y) terminate this Agreement with respect to the Property which suffered such damage 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 Property, and at Closing, the Partnership shall pay to the Members the Consideration with respect to the remaining Real Property as the parties shall mutually agree upon. The Partnership shall assign, without recourse, all of its right, title and interest in and to any and all insurance policies and insurance proceeds relating to such of the Real Property for which this Agreement has been terminated.

14. Default.

(a) If the Partnership shall default in its obligations to pay the Consideration and complete Closing in accordance with the terms of this Agreement, then, as the Members' sole and exclusive remedy therefor, the Members shall be entitled to retain the Deposit as liquidated and agreed upon damages for the losses and injuries which the Members shall have sustained and suffered as a result of the Partnership's default, and thereupon this Agreement and the Partnership'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 Property from sale to the general public at a time when other parties would be interested in purchasing such Real Property, that the Members 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 the Members shall default in their obligation to deliver any of items described in Paragraph 5 hereof, upon the Partnership's (i) tender of the Initial Consideration and (ii) compliance with all of the material terms and conditions of this Agreement, the Partnership shall have the sole options of (x) terminating this Agreement and receiving the return of the Deposit, together with payment by the Initial Members of the Partnership Reasonable Costs, not to exceed in the aggregate Forty-Five Thousand ($45,000) or (Y) to seek specific performance of the obligations of the Members and First Commercial under this Agreement with no reduction of the Consideration which is to be paid to the Members. If the Partnership elects to terminate this Agreement, upon payment of the sums described above,

First Commercial and the Members shall be released and relieved of any further liability and this Agreement shall thereupon be null and void.

15. Operations Between the Effective Date and the Closing. Between the Effective Date and the Closing:

(a) First Commercial shall operate the Property in the same general manner as First Commercial has operated the Property 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) First Commercial shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Real Property by which First Commercial is bound or to which the Real Property, or any of them, are subject.

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

(d) No contract for or on behalf of or affecting the Real Property shall be negotiated or entered into which cannot be terminated by First Commercial 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 the Partnership, which the Partnership agrees it shall not unreasonably withhold, condition or delay, First Commercial shall not enter into any new leases for any portion of the Real Property. Any new lease shall be on the Partnership's customary form (which may vary to reflect customary negotiated revisions thereto), or such other form which is reasonably acceptable to the Partnership. Further, except with the prior written consent of the Partnership, which the Partnership agrees it shall not unreasonably withhold, condition or delay, or as set forth above, First Commercial 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) First Commercial shall not make or permit to be made any capital improvements or additions to the Real Property, or any portion thereof, without the prior written consent of the Partnership, except those made by First Commercial pursuant to the express requirements of this Agreement, those made by tenants pursuant to the right to do so under their Leases, or by First Commercial if required by applicable law or ordinance, or as required under any Lease.

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

(h) First Commercial shall notify the Partnership of any tax assessment disputes (pending or threatened) prior to Closing, and from and after the Due Diligence Expiration Date, First Commercial agrees not to seek 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 the Partnership'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 First Commercial, and all refunds relating to any year subsequent to the year in which Closing occurs shall be the sole property of the Partnership. Each party agrees to promptly remit to the other any refund received by it which is the property of the other.

(i) First Commercial shall notify the Partnership 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 Property, 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 Property, or any portion thereof;

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

(iv) Vacancy of any demised Property 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, FIRST COMMERCIAL AND THE MEMBERS ARE NOT MAKING AND SPECIFICALLY DISCLAIM 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 PROPERTY, INCLUDING, BUT NOT LIMITED TO: (I) 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 REGULATION, (II) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF ANY OF THE PROPERTY, (III) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE PROPERTY AND
(IV) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE PROPERTY. THE PARTNERSHIP AGREES THAT WITH RESPECT TO THE PROPERTY, THE PARTNERSHIP HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF FIRST COMMERCIAL OR THE MEMBERS OR ANY AGENT OF FIRST COMMERCIAL OR THE MEMBERS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. THE PARTNERSHIP REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF THE PARTNERSHIP'S CONSULTANTS, AND THE REPRESENTATIONS AND WARRANTIES OF THE MEMBERS CONTAINED IN THIS AGREEMENT, SUBJECT, HOWEVER, TO THE LIMITATIONS CONTAINED HEREIN UPON SUCH REPRESENTATIONS AND WARRANTIES, AND THAT THE MEMBERS AND FIRST COMMERCIAL HAVE OR SHALL HAVE AFFORDED THE PARTNERSHIP WITH A FULL AND COMPLETE OPPORTUNITY TO MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE PROPERTY 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 THE PARTNERSHIP'S INSPECTIONS AND INVESTIGATIONS. THE PARTNERSHIP ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, THE PROPERTY SHALL BE ACCEPTED "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 PROPERTY BY FIRST COMMERCIAL, THE MEMBERS OR ANY AGENT OF FIRST COMMERCIAL AND THE MEMBERS OR ANY THIRD PARTY. THE PARTNERSHIP EXPRESSLY AGREES THAT THE TERMS AND CONDITIONS OF THIS PARAGRAPH 16 SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN AND FIRST COMMERCIAL OR THE MEMBERS ARE NOT

LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO ANY OF THE PROPERTY 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. Conditions Precedent to Closing.

(a) The obligations of the Partnership hereunder are subject to the fulfillment of the following conditions prior to or on the Closing Date (any one of which may be waived in whole or in part by the Partnership at or prior to the Closing) and in the event any of the conditions are not complied with, the Partnership may terminate this Agreement by notifying the Members and Escrow Agent and thereupon the Deposit shall be returned and thereafter this Agreement shall be null and void:

(i) Correctness of Warranties and Representations. The warranties and representations made by the Members in this Agreement shall be true and correct on the Closing Date as though such representations and warranties were made on the Closing Date (except for changes in the Leases permitted under the terms of this Agreement).

(ii) Compliance with Terms and Conditions. First Commercial and the Members shall have performed and complied in all material respects with all of the terms and conditions required by this Agreement, including, without limitation, the delivery of all required documents pursuant to Paragraphs 6(a) and 6(b), to be performed and complied with by them prior to or on the Closing Date.

(iii) The Partnership's Satisfaction with Inspection. The Partnership shall have notified the Members of the Partnership's satisfaction with the inspections performed under Paragraph 11 of this Agreement, or shall fail to notify First Commercial on or before the Due Diligence Expiration Date, of the Partnership's dissatisfaction with the results of such review.

(iv) Shareholder Approval; NYSE Approval. The Partnership shall have received confirmation that the issuance of the Securities will not require approval of the Trust's security holders under the rules of the NYSE. In addition the Common Shares issuable upon redemption of the Units shall have been approved for listing by the NYSE.

(v) 9.8% Limitation. The number of Underlying Shares shall not exceed that number that is equal to 9.8% of the number of outstanding Common Shares of the Trust.

(vi) Issuance of the Units. The issuance of the Units, if any, shall be (A) exempt from the registration requirements of the Securities Act and (B) either

exempt from, or registered pursuant to, any applicable state securities or "blue sky" registration requirements.

(b) The obligations of the Members hereunder are subject to the fulfillment of the following conditions prior to or on the Closing Date (any one of which may be waived in whole or in part by the Members at or prior to the Closing) and in the event any of the conditions are not complied with, the Members may terminate this Agreement by notifying the Partnership and Escrow Agent and thereupon the Deposit shall be returned and thereafter this Agreement shall be null and void:

(i) Corrections of Warranties and Representatives. The warranties and representations made by the Partnership in this Agreement shall be true and correct on the Closing Date as though such representations and warranties were made on the Closing Date.

(ii) Compliance with Terms and Conditions. The Partnership shall have performed and complied with all of the terms and conditions required by this Agreement, including, without limitation, the delivery of all required documents pursuant to Paragraphs 6(b) and 6(d), to be performed and complied with by it prior to or on the Closing Date.

18. Brokers.

(a) The Members represent to the Partnership that neither the Members nor First Commercial has dealt with any real estate broker, dealer or salesman in connection with the subject transaction, except for Legg Mason Real Estate Services, Inc. ("Broker") whose commission, fee and compensation shall be paid by the Members pursuant to a separate agreement ("Legg Mason Agreement") between the First Commercial and Broker. The Legg Mason Agreement shall be assigned by First Commercial to the Members on or before the Closing. The Members shall and hereby each agree to indemnify, defend, and hold harmless the Partnership from and against any loss, damage, or claim resulting from (i) a breach of the representation of the Members set forth in Paragraph 18(a) hereof or (ii) the Legg Mason Agreement.

(b) The Partnership represents to the Members that the Partnership has not dealt with any real estate broker, dealer or salesman in connection with the subject transaction, except for Broker whose commission, fee and compensation shall be paid by the Members pursuant to the Legg Mason Agreement. The Partnership shall and hereby agrees to indemnify, defend, and hold harmless the Members from and against any loss, damage, or claim resulting from a breach of the representation of the Partnership set forth in Paragraph 18(b) hereof.

(c) The provisions of this Paragraph 18 shall survive Closing hereunder, or any other termination of this Agreement.

19. 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 First Commercial or the Partnership shall have given notice as herein provided):

If to the Partnership or First Commercial after Closing, addressed to:

Brandywine Operating Partnership, L.P.

Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073
Attn: Gerard H. Sweeney,
President and Chief Executive Officer

with a copy in each instance to:

Brad A. Molotsky, General Counsel Brandywine Operating Partnership, L.P.

Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073

and to:

Norman B. Berlin, Esquire Pepper Hamilton LLP 3000 Two Logan Square 18th and Arch Streets Philadelphia, PA 19103

If to First Commercial prior to Closing or the Members, addressed to:

John S. Trogner, Jr.

P.O. Box 0779
Camp Hill, PA 17001-0779

and to:

Blair S. Trogner, Sr.

P.O. Box 0779
Camp Hill, PA 17001-0779

with a copy in each instance to:

Brad J. Gunnison, Esquire Buchanan Ingersoll, Professional Corporation 30 North Third Street, 8th Floor Harrisburg, PA 17101

If to Escrow Agent, addressed to:

M. Gordon Daniels, Vice President/Counsel Commonwealth Land Title Insurance Company 1700 Market Street Philadelphia, PA 19103

or to such other address or addresses and to the attention of such other person or persons as any of the parties may notify the other in accordance with the provisions of this Agreement. All such notices, requests and other communications shall be deemed to have been sufficiently given for all purposes hereof only if given pursuant to the foregoing requirements as to both manner and address, and only upon receipt (or refusal to accept delivery) by the party to whom such notice is sent. Notices by the parties may be given on their behalf by their respective attorneys.

20. Successors And Assigns. The Partnership may not assign this Agreement or any rights herein or any portion hereof without the prior written consent of the Members, 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 the Partnership to subsidiary or related party of the Partnership (other than the Trust). The Members may not assign this Agreement or any rights herein or any portion hereof without the prior written consent of the Partnership, which may be withheld for any reason or for no reason. 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.

21. 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.

22. 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.

23. 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.

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

25. Entire Agreement. This Agreement and the Exhibits and Schedules attached hereto contain 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.

26. 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 Commonwealth of Pennsylvania.

(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 Commonwealth of Pennsylvania 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 Commonwealth of Pennsylvania; (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 Courts of the Commonwealth of Pennsylvania where the Property is located or the United States District Court for the Middle District of Pennsylvania; (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 Pennsylvania or the United States District Court in the District of Pennsylvania where the Property is situate.

27. 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 the Trust, and the Partnership's agents, consultants, counsel and representatives in connection with the Partnership's Due Diligence Activities and financing purposes, and except for the Members' agents, consultants, counsel and representatives in connection with this Agreement, unless the Trust is advised by its counsel that applicable securities laws and regulations require disclosure. In addition, the Partnership covenants that if it undertakes any investigation of the Property, it shall conduct such investigation of the Property as described herein and with the same degree of confidentiality as the Partnership would apply with respect to its own proprietary information. Notwithstanding the foregoing the Partnership may file this Agreement as an exhibit to any filings of the Partnership or the Trust with the Securities and Exchange Commission, and, at any time after expiration of the Due Diligence Period, the Partnership may issue one or more press releases which shall not identify the individual Members or the amount of consideration received by individual Members, if necessary or appropriate to comply with applicable securities laws and regulations, which press releases, shall be reasonably satisfactory to the Members (provided, the Members deliver any comments to the Partnership within twenty-four hours of the Members receipt of the draft press release).

28. Limitation Of Liability.

(a) No recourse shall be had for any obligation of the Partnership or the 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, partner, officer or employee 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 Members and all parties claiming by, through or under the Member.

(b) The liability of each Member for any obligation of the Members under this Agreement and any document executed in connection herewith or pursuant hereto shall be limited to the portion of the Net Consideration paid to such Member.

29. SEC Reporting Requirements. For the period of time commencing on the date hereof and continuing through the first anniversary of the Closing Date, First Commercial and the Members shall, from time to time, upon reasonable advance written notice from the Partnership, provide the Trust and its representatives, with access to all financial and other information then in First Commercial's possession pertaining to the period of First Commercial's ownership and operation of the Real Property, which information is relevant and reasonably necessary, in the opinion of the Trust's outside, third party accountants (the "Accountants"), to enable the Trust 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 Trust; and (c) any registration statement, report or disclosure statement filed with the Commission by, or on behalf of the Trust. First Commercial and the Members shall deliver to the Trust's accountants a representation letter (the "Letter"), in the form of Exhibit "Y" attached hereto. The Partnership acknowledges that First Commercial and the Members are 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. Except as set forth in Paragraph 27, the Partnership 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 the Partnership under this Agreement.

32. Tender. Formal tender of an executed assignment of partnership interests and purchase money is hereby waived by the Partnership.

33. Further Assurances. After the Closing, the Members shall execute, acknowledge and deliver, for no further consideration, all assignments, transfers, deeds and other documents as the Partnership may reasonably request to vest in the Partnership and perfect the Partnership's right, title and interest in and to the First Commercial Partnership Interests and the Property.

34. JURY TRIAL WAIVER. THE PARTNERSHIP AND THE MEMBERS 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 THE PARTNERSHIP AND THE MEMBERS HAVE NO OBLIGATION TO EXECUTE THIS AGREEMENT.

36. Indemnification. Subject to the limitations set forth in Paragraphs 14 and 28 of this Agreement:

(a) The Initial Members shall indemnify, defend and save and hold harmless the Partnership and the Trust, and their respective partners, trustees, directors, officers and employees, of, from and against any and all loss, cost, expense, damage, claim, and liability, including reasonable attorney's fees and court costs, including, without limitation, attorney's fees and out-of-pocket costs associated with the enforcement of the Initial Members' indemnification obligations (hereinafter collectively, "Losses") which the Partnership or the Trust may suffer or incur, resulting from, relating to, or arising in whole or in part, from or out of (A) any misrepresentation or breach of a representation or warranty by the Members contained in this Agreement; (B) any failure to fulfill any covenant or agreement of the Members contained in this Agreement; (C) all litigation set forth in this Agreement and on Exhibits hereto; (D) the Excluded Liabilities; (E) the deposit, storage, disposal, burial, dumping, injecting, spilling, leaking, or other placement or release in or on the Other Assets of Hazardous Substances or Wastes during First Commercial's periods of ownership prior to Closing; (F) Taxes of First Commercial relating to the period prior to Closing; and (G) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments, and/or claims arising out of or relating to any of the foregoing.

(b) The Partnership shall indemnify, defend and save and hold harmless the Members from and against any and all loss, cost, expense, damage, claim, and liability, including reasonable attorney's fees and court costs, including, without limitation, attorney's fees and out-of-pocket costs associated with the enforcement of the Partnership's indemnification obligations (hereinafter collectively also, "Losses") which the Members may suffer or incur, resulting from, relating to, or arising in whole or in part, from or out of (A) any misrepresentation or breach of a representation or warranty by the Partnership contained in this Agreement; (B) any failure to fulfill any covenant or agreement of the Partnership contained in

this Agreement; and (C) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments, and/or claims arising out of or relating to any of the foregoing.

(c) Promptly after receipt by the indemnified party (the "Indemnified Party") of written notice of the commencement of any suit, audit, demand, judgment, action, investigation or proceeding (a "Third Party Action") or promptly after the Indemnified Party incurs a Loss or has knowledge of the existence of a Loss, the Indemnified Party will, if a claim with respect thereto is to be made against the indemnifying party (the "Indemnifying Party") due to the Indemnifying Party's obligation to provide indemnification hereunder, give the Indemnifying Party written notice of such Loss or the commencement of any Third Party Action; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the Indemnifying Party of any of its obligations hereunder. Promptly after receiving such notice, the Indemnifying Party will, upon notice to the Indemnified Party, have the right to assume and control the defense and settlement of any such Third Party Action at its own cost and expense; provided, however, that it shall be a condition precedent to the exercise of such right by the Indemnifying Party that the Indemnifying Party shall agree in writing that the Loss, or Third Party Action, as the case may be, is properly within the scope of the indemnification obligation and that as between the parties, the Indemnifying Party shall be responsible to satisfy and discharge such Third Party Action. The Indemnifying Party shall not enter into any resolution or other compromise of a Third Party Action without obtaining the complete release of the Indemnified Party, as appropriate, for any liability to all claimants under or pursuant to such Third Party Action. The Indemnified Party shall have the right to participate in any such defense, contest or other protective action at its own cost and expense.

(d) Notwithstanding the foregoing, the Indemnified Party shall have the right to assume and control the defense and settlement of a Third Party Action (a) if such action includes claims for equitable relief which, if determined adversely to the Indemnified Party could reasonably be expected to interfere with its intended business operations or damage its business reputation or (b) if the Indemnifying Party fails to do so in a timely manner. In any circumstances in which the Indemnified Party undertakes to control the Third Party Action as provided in this paragraph, it shall (i) not enter into any resolution or other compromise involving monetary damages without obtaining the prior written consent of the Indemnifying Party provided, however that in the case of the Partnership or the Trust as the Indemnified Party, such written consent may not be withheld if it would interfere with the Partnership's or the Trust's, business operation and (ii) keep the Indemnifying Party informed on an ongoing basis of the status of such Third Party Action and shall deliver to the Indemnifying Party, copies of all documents related to the Third Party Action reasonably requested by the Indemnifying Party. The Indemnified Party shall act to assure that all attorneys' fees and expenses incurred in connection therewith are reasonable.

(e) The indemnification obligations under this Agreement shall survive the Closing, with respect to Claims (hereinafter defined) which occur during the applicable survival period, as follows:

(i) with respect to representations and warranties of the Members: all indemnification obligations relating to the matters set forth in Paragraphs 9(a) (other than Paragraph 9(a)(7)) and 9(b) shall survive for the period ending December 31, 1998;

(ii) all indemnification obligations relating to the matters set forth in Paragraph 9(c) and Paragraph 9(a)(7) shall survive for the period ending March 31, 2000;

(iii) all indemnification obligations under Paragraphs 18 and 36(a)(E) and with respect to Paragraph 2(b) and Paragraph 5(a) but only in regard to transfer taxes, shall survive indefinitely; and

(iv) all indemnification obligations under Paragraph 36(a)(F) shall survive for a period ending on the applicable statute of limitations.

(v) In circumstances where an indemnification obligation relates to a representation or warranty in Paragraphs 9(c) and/or 9(g) which covers the same subject matter as a representation and warranty regarding the Property (as opposed to First Commercial) in Paragraph 9(a), such indemnification obligation shall survive for the period ending December 31, 1998 insofar as it covers such common subject matter;

(vi) with respect to other indemnities of the Members under this Agreement, the indemnification obligations shall survive for the period ending December 31, 1998 insofar as such indemnification obligations relate to the Property and for the period ending March 31, 2000 insofar as such indemnification obligations relate to the Other Assets.

(vii) With respect to the indemnification obligations of the Partnership, the indemnification obligations of the Partnership shall survive for the period ending December 31, 1998;

(viii) Notwithstanding the other provisions of Paragraph 36, insofar as the indemnification obligations under Paragraphs 36(a)(B) and 36(b)(B) relate solely to the payment of the Subsequent Consideration and the making of the Subsequent Contribution, such indemnification obligations shall survive for the period ending three months after the scheduled closing date of the Subsequent Contribution; and

(ix) For the purpose of this Paragraph 36(e), the term "Claim" shall mean any written or oral demand, claim, suit, action, expense, cause of action or potential cause of action, investigation, or notice by any person or entity alleging actual or potential

liability or losses which is the subject of a notice from the Indemnified Party to the Indemnifying Party on or before the expiration of the applicable survival period.

(x) Except in the case of fraud by the Partnership, Members, or by First Commercial prior to Closing, the indemnification obligations under this Agreement shall be the sole and exclusive recourse of a party to this Agreement in the event of a breach or alleged breach of any representation, warranty, covenant, agreement or undertaking of any nature whatsoever under this Agreement.

(xi) The indemnification obligations set forth under Paragraph 36(a)(G) shall survive for the period applicable to the relevant substantive indemnification obligation as set forth in this Paragraph 36(e).

37. Representative of the Members; Actions of the Members; Reliance by the Partnership. The affirmative approval of John S. Trogner, Jr. and Blair S. Trogner, Sr. shall be sufficient to fully authorize prior to, on, or after the Closing, on behalf of the Members, the exercise of any rights and the performance of any obligations under this Agreement. All of the Members and the Partnership shall be entitled to rely upon a document, agreement, or instrument (collectively, "Instrument") signed by John S. Trogner, Jr. and Blair S. Trogner, Sr. with respect to the matters set forth in the Instrument in connection with any action required or permitted to be taken by or on behalf of the Members under this Agreement. The Instrument attached hereto as Exhibit "Z" is irrevocable and may be relied upon by all of the Members and the Partnership. The Instrument shall specify the person who may deliver or receive notices or take actions in connection with the matters set forth in the Instrument. Such delivery, receipt or action shall be conclusively deemed to have been made or taken on behalf of the Members, and the Members and the Partnership and all persons shall be entitled to rely thereon in taking or refraining from taking any action under or in connection with this Agreement.

38. Acts of First Commercial. Whenever this Agreement calls for certain action to be undertaken by First Commercial on or before the Closing, the Members shall have the obligation to cause First Commercial to undertake such action and the failure of First Commercial to undertake such action shall constitute a failure of the Members to perform their obligations under this Agreement.

39. Acts of the Partnership. The Partnership hereby designates Gerard H. Sweeney with respect to matters generally and George Hasenecz with respect to leasing matters as its duly authorized communications representative for all purposes of the transactions under this Agreement.

40. Facsimile Signatures. This Agreement may be executed by facsimile signatures, which shall be followed by hard copy signatures as soon as is practical. Facsimile signatures shall be sufficient to bind the signors to this Agreement.

41. Knowledge of Members and First Commercial. For purposes of this Agreement, the terms "knowledge," "best knowledge," and "actual knowledge" or similar words or phrases, in the case of the Members and First Commercial, shall relate only to John S. Trogner, Jr., Blair S. Trogner, Sr., and John S. Trogner, Sr.

[THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]

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.

THE MEMBERS LISTED ON SCHEDULE "1"
TO THIS AGREEMENT

/s/John S. Trogner, Sr.
-------------------------------------------------------
John S. Trogner, Sr.

/s/John S. Trogner, Jr.
-------------------------------------------------------
John S. Trogner, Jr.

/s/Blair S. Trogner, Sr.
-------------------------------------------------------
Blair S. Trogner, Sr.

/s/Emma B. Trogner
-------------------------------------------------------
Emma B. Trogner

/s/Ronalee B. Trogner
-------------------------------------------------------
Ronalee B. Trogner

/s/Candis S. Trogner
-------------------------------------------------------
Candis S. Trogner

/s/John S. Trogner, III
-------------------------------------------------------
John S. Trogner, III

/s/Christopher D. Trogner
-------------------------------------------------------
Christopher D. Trogner

/s/Matthew A. Trogner/John S. Trogner, Jr. as
-------------------------------------------------------
Matthew A. Trogner                 Guardian for

/s/Blair S. Trogner, Jr.
-------------------------------------------------------
Blair S. Trogner, Jr.

/s/Franklin C. Trogner
-------------------------------------------------------
Franklin  C. Trogner

[EXECUTIONS CONTINUED ON NEXT PAGE]

[EXECUTIONS CONTINUED FROM PREVIOUS PAGE]

/s/Kristen Trogner Barr
-------------------------------------------------------
Kristen Trogner Barr

/s/Steven A. Trogner
-------------------------------------------------------
Steven A. Trogner

[EXECUTIONS CONTINUED ON NEXT PAGE]

[EXECUTIONS CONTINUED FROM PREVIOUS PAGE]

THE PARTNERSHIP:

BRANDYWINE OPERATING PARTNERSHIP,
L.P.

By: BRANDYWINE REALTY TRUST, its sole
general partner

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

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

Commonwealth Land Title Insurance Company

By:   /s/M. Gordon Daniels
      --------------------------------------------
        M. Gordon Daniels, Vice President/Counsel

                               LIST OF EXHIBITS



Exhibit A                  Description of Land
Exhibit B                  List of Contracts
Exhibit C                  Leases and Certified Rent Roll; Options and Rights of First Refusals
Exhibit D                  Additional Permitted Exceptions
Exhibit E                  Excluded Personal Property
Exhibit F-1                Certain Excluded Assets
Exhibit F-2                Other Properties
Exhibit G                  List of Mortgage Debt
Exhibit H                  Form of Guaranty
Exhibit I                  Amended and Restated Agreement of Limited Partnership
Exhibit J                  Form of Non-Foreign Person Certification
Exhibit K                  Registration Rights Agreement
Exhibit L                  Tax Indemnification Agreement
Exhibit M                  Brokerage Commission - Lease Renewals
Exhibit N                  Members - Brokerage Commissions
Exhibit O                  Pending Litigation
Exhibit P                  Contracts Not Terminable with 30 days Notice
Exhibit Q                  Environmental Notices
Exhibit R                  Outstanding Brokerage Commissions, TI and Management Fees
Exhibit S                  Violations of Applicable Requirements
Exhibit T                  Historic Environmental Reports
Exhibit U                  Disclosed Liabilities
Exhibit V                  Historical Business Activities and Operations of First Commercial
Exhibit W                  Form of Estoppel Certificate
Exhibit X                  Identified Tenants
Exhibit Y                  Representation Letter
Exhibit Z                  Instrument - Members
Exhibit AA                 RFR Letters
Exhibit BB                 Underground Storage Tank Removed from Other Assets

FIRST COMMERCIAL DEVELOPMENT COMPANY

COMMERCE PARK

CORPORATE CENTER 81

CAMP HILL CORPORATE CENTER

FIRST AMENDMENT TO
CONTRIBUTION AGREEMENT

AMONG

THE MEMBERS OF FIRST COMMERCIAL DEVELOPMENT
COMPANY LISTED ON SCHEDULE 1 TO THIS AGREEMENT

AND

BRANDYWINE OPERATING PARTNERSHIP, L.P.

Dated as of May 8, 1998

FIRST AMENDMENT TO CONTRIBUTION AGREEMENT

THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT ("Amendment") is made and entered into as of the 8th day of May, 1998 by and among THE MEMBERS OF FIRST COMMERCIAL DEVELOPMENT COMPANY LISTED ON SCHEDULE "1" HERETO (together, the "Members") having the addresses set forth on Schedule "1" hereto and BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership or its nominee, having an address at Newtown Square Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania 19073 (the "Partnership").

RECITALS

A. First Commercial Development Company ("First Commercial") is a Pennsylvania limited partnership whose general partner and limited partners are listed on Schedule "1" attached hereto (the general partner and the limited partners are collectively the "Members").

B. First Commercial is the owner of a certain tract of land, together with the buildings and improvements thereon, including four (4) office buildings containing approximately 71,728 net rentable square feet in Commerce Park, commonly known as 2401, 2404, 2405 and 2407 Park Drive, Harrisburg, Susquehanna Township, Pennsylvania.

C. First Commercial is the owner of a certain tract of land, together with the buildings and improvements thereon, including four (4) office buildings containing approximately 61,821 net rentable square feet in Corporate Center 81, commonly known as 600 and 800 Corporate Circle and 200 and 500 Nationwide Drive, Harrisburg, Susquehanna Township, Pennsylvania.

D. First Commercial is the owner of a certain tract of land, together with the buildings and improvements thereon, including three (3) office buildings containing approximately 277,092 net rentable square feet in Camp Hill Corporate Center, commonly known as 150, 200 and 300 Corporate Center Drive, East Pennsboro Township, Pennsylvania.

E. The Members and the Partnership entered into a Contribution Agreement ("Agreement"), dated as of April 7, 1998 under which the Members agreed to contribute, and the Partnership agreed to acquire or accept, certain of the Members' right, title and interest as partners in and to First Commercial (the "First Commercial Partnership Interests"), subject to and on the terms and conditions contained therein.

F. The Members and the Partnership desire to amend the Agreement as 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 Amendment, the defined terms shall have the meanings set forth in the Agreement. The term "Survival Agreements" shall mean the Survival Agreement, dated April 4, 1985, among the Susquehanna Township Industrial Development Authority, (the "Authority"), First Commercial and First Federal Savings and Loan Association of Philadelphia ("Federal") and the Survival Agreement, dated September 24, 1984 between the Authority, First Commercial and First Federal.

2. Amendment of Agreement. The Agreement is hereby amended as follows:

(a) Unit Pricing. For the purpose of Paragraph 3(d), the parties have agreed that the Computed Market Price shall mean $23.75 notwithstanding the formula for calculating the Computed Market Price set forth in Paragraph 3(d).

(b) Restrictions of Units from Sale. Paragraph 3(g) is amended in its entirety to read as follows:

(g) The Units to be issued to the Members will be restricted from sale for one year as provided in the Partnership Agreement of the Partnership.

(c) Guaranty of First Commercial Indebtedness - Paragraphs 3(e)(i) and 3(e)(ii). Paragraphs 3(e)(i) and 3(e)(ii) are hereby amended in their entirety to read as follows:

(e)(i) It is the intent of the parties to this Agreement that the transaction qualify as a tax-deferred contribution by the Members to the Partnership of the First Commercial Partnership Interests under Section 721 of the Code with respect to the receipt of Units by the Members.

(e)(ii) At the request of the Members, the Partnership shall provide the Members with an allocation of additional debt (through guarantees in the form attached hereto as Exhibit "H" or otherwise) of both the Partnership and First Commercial to provide the Members with sufficient tax basis to defer at Closing income tax recognition in connection with the Section 721 contribution to the Partnership and the retention of continuing interests in First Commercial.

(d) The Tax Indemnification Agreement attached as Exhibit "L" to the Agreement, is replaced in its entirety by the Tax Indemnification Agreement attached hereto as Exhibit " L " and shall be known as Exhibit "L " to this Agreement.

(e) Paragraph 6(b) is amended to add the following new subsection
(vii) as follows:

(vii) Amendments to the guarantees issued at closing pursuant to Paragraph 2(e)(ii) under which the total amount of the guarantee shall increase to amounts aggregating in not excess of $1,275,000.00.

(f) Indemnification - Paragraph 36(a). Paragraph 36(a) of the Agreement is amended as follows:

(i) Subparagraph (G) shall become Subparagraph (H); and

(ii) A new Subparagraph (G) shall be inserted as follows:

"(G) the Survival Agreements;"

(g) Survival of Indemnification - Paragraph 36(e). Paragraph 36(e) of the Agreement is amended as follows:

(i) Paragraph 36(e)(iii ) is amended by inserting the words "and 36(a)(G) after the words "Paragraph 36(a)(E)."

(ii) Paragraph 36(e)(xi) is amended by changing the reference "Paragraph 36(a)(G)" to "Paragraph 36(a)(H)."

(3) Effect of Amendment. Except as set forth herein, the Agreement shall continue unamended and in full force and effect.

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

THE MEMBERS LISTED ON
SCHEDULE "1" TO THIS
AGREEMENT

/s/ John S. Trogner, Sr.
-------------------------------
John S. Trogner, Sr.

/s/ John S. Trogner, Jr.
-------------------------------
John S. Trogner, Jr.

/s/ Blair S. Trogner, Sr.
-------------------------------
Blair S. Trogner, Sr.

/s/ Emma B. Trogner
-------------------------------
Emma B. Trogner

/s/ Ronalee B. Trogner
-------------------------------
Ronalee B. Trogner

/s/ Candis C. Trogner
-------------------------------
Candis C. Trogner

The Members listed on Attachment 1 to this Amendment

By: /s/ John S. Trogner, Jr.
    ---------------------------
         John S. Trogner, Jr.


By: /s/ Blair S. Trogner, Sr.
    ---------------------------
         Blair S. Trogner, Sr.

THE PARTNERSHIP:

BRANDYWINE OPERATING
PARTNERSHIP, L.P.

By: /s/ Gerard H. Sweeney
    ---------------------------
     BRANDYWINE REALTY TRUST,
     its sole general partner

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

Attachment 1

John S. Trogner, III

Christopher D. Trogner

Matthew A. Trogner

Blair S. Trogner, Jr.

Franklin C. Trogner

Kristen Trogner Barr

Steven A. Trogner

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of the 8th day of May, 1998, is entered into by and among BRANDYWINE REALTY TRUST, a Maryland real estate investment trust (the "Trust"), BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"), and John S. Trogner, Sr., John S. Trogner, Jr., Blair S. Trogner, Sr., Emma B. Trogner, Ronalee B. Trogner and Candis C. Trogner (collectively, the "Investors").

RECITALS

WHEREAS, the Investors hold ownership interests in certain properties (the "Properties"). The ownership interests in the Properties will be contributed to or at the direction of the Partnership in exchange for a combination of cash and units of limited partnership interest ("Units") in the Partnership in accordance with the terms of that certain Contribution Agreement, dated as of April 7, 1998, by and among the Partnership, the Investors and the other signatories thereto (the "Contribution Agreement");

WHEREAS, pursuant to the Partnership Agreement (as defined below), the Units will be redeemable for cash or common shares of beneficial interest, par value $.01 per share, of the Trust (the "Common Shares") upon the terms and subject to the conditions contained therein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. In addition to the definitions set forth above, the following terms, as used herein, have the following meanings:

"Affiliate" of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, "control", when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Agreement" means this Registration Rights Agreement, as it may be amended, supplemented or restated from time to time.

"Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized by law to close.

"Commission" means the United States Securities and Exchange Commission.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of November 18, 1997, as previously amended and as the same may hereafter be amended, modified or restated from time to time.

"Person" means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Registrable Securities" means any Common Shares issued or issuable upon redemption of Units issued or issuable pursuant to the Contribution Agreement; provided that such securities shall cease to constitute Registrable Securities once: (i) a registration statement covering such securities has been declared effective by the Commission and such securities have been sold or transferred pursuant to such effective registration statement; (ii) such securities may be sold pursuant to Rule 144(k) under the Securities Act; or (iii) such securities are sold pursuant to Rule 144 under the Securities Act.

"Registration Expenses" means all expenses incident to the Trust's performance of or compliance with Article 2, including, without limitation, all registration and filing fees, all listing fees, all fees and expenses of complying with securities or blue sky laws, and printing expenses, the fees and disbursements of counsel for the Trust and of the Trust's independent public accountants, but excluding fees and disbursements of counsel or other advisors for the Investors and excluding any brokerage discounts or commissions payable in connection with a sale of Registrable Securities.

"Rule 144" means Rule 144 under the Securities Act, as amended from time to time (or any successor statute).

"Securities Act" means the Securities Act of 1933, as amended.

2. Registration Rights.

2.1 Registration Requirement.

2.1.1 Registration of Registrable Securities. Within 90 days after the date hereof, the Trust shall prepare and file with the Commission, and shall thereafter use its commercially reasonable efforts to cause to become effective, a "shelf" registration statement under the Securities Act covering the reoffer and resale of the Registrable Securities by the Investors in an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act.

2.1.2 Registration of Other Securities. Whenever the Trust shall effect a registration pursuant to this Section 2.1, holders of securities of the Trust who have

registration rights may include all or a portion of such securities in such registration and in the related registration statement.

2.1.3 Registration Statement Form S-3. Registrations under this Section 2.1 shall only be required to be made on Form S-3, or any successor form. In the event the Trust is not eligible to use Form S-3 to register the Registrable Securities, it may delay the filing of the applicable registration statement until that date on which the Trust is again eligible to file a Form S-3. The Trust hereby represents and warranties to the Investors that, as of the date hereof, the Trust is eligible to register the Registrable Securities on Form S-3 and knows of no event that has occurred or is likely to occur that will cause it to cease to remain so eligible.

2.1.4 Expenses. The Trust shall pay the Registration Expenses in connection with the registration effected pursuant to this Section 2.1. If a registration pursuant to this Section 2.1 is withdrawn or otherwise not effected, other than at the request of Investors, the Trust shall pay the Registration Expenses in connection therewith. If the registration is withdrawn at the request of the Investors and if the Investors elect not to have such registration count as their registration under this Section 2.1, the Investors shall pay all the Registration Expenses of such registration, other than the fees and expenses of counsel to the Trust or of any other holder of Trust securities participating in the registration (a "Participating Holder").

2.1.5 Effective Registration Statement. A registration pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective by the Commission or (ii) if after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and has not thereafter become effective.

2.1.6 Limitations on Registration.

(i) In no event shall the Trust be required to effect more than one registration pursuant to this Section 2.1.

(ii) Notwithstanding anything herein, if the Trust reasonably believes that the filing of a registration statement with the Commission would adversely affect the contemplated activities of the Trust, then the Trust may postpone the filing of the applicable registration statement for a period not in excess of 30 days or, in the event the filing is being postponed in connection with a proposed underwritten public offering of the Trust's securities, for such longer period (not to exceed an additional 30 days) as may be reasonably requested by the managing underwriter for such proposed offering.

(iii) Notwithstanding anything herein, if the filing of a registration statement pursuant to this Agreement would require the Trust to include in a filing with the Commission financial statements of probable or completed acquisitions in order that such registration statement be in compliance with rules and regulations of the Commission, then

the Trust may delay the filing of such registration statement until it has included the requisite financial statements (including any necessary pro forma financial information) in a filing with the Commission.

2.2 Registration Procedures.

2.2.1 In connection with the registration of any Registrable Securities under the Securities Act as provided in Section 2.1, the Trust shall as promptly as practicable (and in any event in compliance with the 90-day time limit specified in Section 2.1):

(i) prepare and file with the Commission the requisite registration statement to effect such registration and thereafter use commercially reasonable efforts to cause such registration statement to become and remain effective;

(ii) use commercially reasonable efforts to prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until all of such Registrable Securities have been sold thereunder;

(iii) furnish to the Investors such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such number of copies of such other documents as the Investors may reasonably request;

(iv) use commercially reasonable efforts (x) to register or qualify all Registrable Securities under such other securities or Blue Sky laws of such States of the United States of America where an exemption is not available and as the Investors shall reasonably request, (y) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (z) to take any other action which may reasonably be necessary or advisable to enable the Investors to consummate the disposition in such jurisdictions of the Registrable Securities to be sold by the Investors, except that the Trust shall not for any such purpose be required to qualify generally to do business as a foreign trust in any jurisdiction wherein it would not, but for the requirements of this paragraph (iv), be obligated to be so qualified or to consent to general service of process in any such jurisdiction;

(v) notify the Investors upon discovery that, or upon the happening of any event as a result of which, the prospectus included in the registration statement filed pursuant to this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the

statements therein not misleading, in the light of the circumstances under which they were made, and at the request of the Investors, use its best efforts to promptly prepare and furnish to the Investors such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(vi) use commercially reasonable efforts to list all Registrable Securities covered by such registration statement on any national securities exchange or over-the-counter market, if any, on which Registrable Securities covered by such registration statement are then listed.

(vii) use commercially reasonable efforts to (i) comply with all applicable rules and regulations of the Commission and (ii) in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder, make available to its securityholders, as soon as reasonable practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first quarter after the effective date of the registration statement covering the Registrable Securities.

The Investors agree that upon receipt of any notice from the Trust of the happening of an event of the kind described in Section 2.2.1(v), the Investors shall forthwith discontinue their disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until the Investors' receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.2.1(v).

2.2.2 The Trust will use commercially reasonable efforts during the term of this Agreement to (i) file with the Commission such information as is specified under Rule 144 for so long as there are holders of Registrable Securities and (ii) take all other action as may be required as a condition to the availability of Rule 144.

2.3. Holdback Agreements; Information Blackout.

2.3.1 Holdback Agreements. In connection with an underwritten public offering of securities of the Trust, the Investors agree that, if required by the underwriter or underwriters, they will not effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, during the period commencing 10 days prior to the expected commencement of the offering and ending 30 days after the closing of such offering.

2.3.2 Information Blackout. At any time when a registration statement effected pursuant to this Section 2 relating to Registrable Securities is effective, upon written notice from the Trust to the Investors that the Trust has determined in good faith that sale of Registrable Securities pursuant to the registration statement would require disclosure by the

Trust of non-public material information not otherwise required, in the judgment of the Trust, to be disclosed under applicable law, the Investors shall suspend sales of Registrable Securities pursuant to such registration statement until the earlier of (a) 30 days after the Trust makes such good faith determination and (b) such time as the Trust notifies the Investors that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such registration statement may otherwise be resumed.

2.4 Preparation. In connection with the preparation and filing of any registration statement under the Securities Act in which the Investors are selling shareholders, the Trust shall give the Investors not less than 15 days prior written notice of the preparation of such registration statement and give the Investors and their counsel and accountants the opportunity to review and comment on, at the Investors' expense, the applicable portions, relating to the Investors (including the Selling Shareholder and Plan of Distribution sections), of the registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto (provided that the Investors shall furnish the Trust with comments on any such amendment or supplement as promptly as the Trust shall reasonably require).

2.5 Indemnification.

2.5.1 Indemnification by the Trust. In the event of any registration of any securities of the Trust under the Securities Act in which the Investors are or may be selling shareholders, the Trust shall, and hereby does, indemnify and hold harmless, the Investors, insofar as losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus, or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, or (b) any violation by the Trust, its trustees, officers, employees or agents of this Agreement or any law applicable to and in connection with such registration, and the Trust shall reimburse the Investors for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding described in clauses (a) or (b); provided, however, that the Trust shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished to the Trust by the Investors. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Investors and shall survive the transfer of such securities by the Investors.

2.5.2 Indemnification by the Investors If any Registrable Securities are included in any registration statement, the Investors shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5.1 above) the Trust and each trustee, officer and employee of the Trust and each Person who controls the Trust within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Trust by the Investors; provided, however, that an Investor's obligations hereunder shall be limited to an amount equal to the net proceeds received by such Investor from the sale of Registrable Securities sold pursuant to such registration statement.

2.5.3 Notice of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 2.5, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, immediately give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this
Section 2.5, except to the extent that the indemnifying party is materially prejudiced by such failure. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying parties may agree, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable out of pocket costs related to the indemnified party's cooperation with the indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Consent of the indemnified party shall be required for the entry of any judgment or to enter into a settlement only when such judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect such claim or litigation.

2.5.4 Contribution. If the indemnification provided for in this
Section 2.5 shall for any reason be held by a court to be unavailable to an indemnified party under Section 2.5.1 or 2.5.2 hereof in respect of any loss, claim, damage or liability, or any action in respect thereof, then, in lieu of the amount paid or payable under Sections 2.5.1 or 2.5.2

hereof, the indemnified party and the indemnifying party under Sections 2.5.1 or 2.5.2 hereof shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating the same), (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Trust on one hand and the Investors on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect the relative fault of the Trust on one hand and the Investors on the other that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations; provided, however that no Investor will be required to contribute any amount in excess of the net offering proceeds received by such Investor with respect to the Registrable Securities sold by such Investor pursuant to the registration statement. No Person guilty of fraudulent misrepresentation (within the meaning of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. In addition, no Person shall be obligated to contribute hereunder any amounts in payment for any settlement of any action or claim, effected without such Person's written consent, which consent shall not be unreasonably withheld.

3. Amendments. This Agreement may be modified or amended only with the written consent of the Trust and holders of a majority of the then outstanding Units. Except as otherwise specifically provided herein, no delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

4. Entire Agreement. This Agreement represents the entire understanding and agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

5. Severability. If any provision of this Agreement, or the application of such provision to any party or circumstance, shall be held invalid, the remainder of this Agreement or the application of such provision to other parties or circumstances, to the extent permitted by law, shall not be affected thereby; provided, that the parties shall negotiate in good faith with respect to an equitable modification of the provision or application thereof held to be invalid.

6. Notices. All notices, requests and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) in person, (ii) by certified mail, return receipt requested, (iii) by recognized overnight delivery service providing positive tracking of items (for example, Federal Express), or (iv) by confirmed telecopier, in each case addressed as follows:

If to the Trust or the Partnership, addressed to:

c/o Brandywine Realty Trust
Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073
Attention: Gerard H. Sweeney, President and Chief Executive Officer Fax: (610) 325-5622

with a copy in each instance to:

Brad A. Molotsky, General Counsel Brandywine Operating Partnership, L.P. Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073
Fax: (610) 325-5622

If to the Investors, addressed to:

c/o John S. Trogner, Jr.
P. O. Box 0779
Camp Hill, PA 17001-0779
Fax: (717) 761-7239

and

c/o Blair S. Trogner, Sr.
P. O. Box 0779
Camp Hill, PA 17001-0779
Fax: (717) 761-7239

with a copy in each instance to:

Brad J. Gunnison, Esquire
Buchanan Ingersoll
30 North Third Street, 8th Floor Harrisburg, PA 17101
Fax: (717) 233-0852

or to such other address or addresses and to the attention of such other person or persons as any of the parties may notify the other in accordance with the provisions of this Agreement. All such notices, requests and other communications shall be deemed to have been sufficiently given for all purposes hereof only if given pursuant to the foregoing requirements as to both manner and address, and only upon receipt (or refusal to accept delivery) by the party to whom such notice is sent. Notices by the parties may be given on their behalf by their respective attorneys.

7. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon the Trust and its successors and permitted assigns. At any time prior to the initial effectiveness of a registration pursuant to
Section 2.1, the rights to register securities granted by the Trust under this Agreement may be assigned by any Investor, provided that (a) any assignee or transferee of the Registrable Shares (i) acquires at least 10% of the number of Registrable Shares that such Investor holds, and (ii)(A) is not a competitor of the Trust, or (B) is a corporation or general or limited partnership controlled by the Investor, a member of the Investor's immediate family or an irrevocable trust established by the Investor on behalf of any one of the foregoing or for the Investor for estate planning purposes or other purposes; (b) such transfer may otherwise be and is effected in accordance with applicable securities laws; and (c) such assignee or transferee agrees in writing to be bound by all of the provisions of this Agreement. In the event of any transfer of rights in accordance with this Section 7, the transferee shall have all of the rights and obligations of an Investor under the terms of this Agreement.

8. Counterparts. This Agreement may be executed in counterparts, each of which for all purposes shall be deemed to be an original and all of which together shall constitute the same agreement.

9. Headings. The Section headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

10. Construction. This Agreement shall be governed, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to its principles of conflict of laws.

11. Recapitalizations, etc. In the event that any shares of beneficial interest or other securities are issued in respect of, in exchange for, or in substitution of, any Registrable Securities by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, share dividend, split-up, sale of assets, distribution to shareholders or combination of the shares of Registrable Securities or any other similar change in the Trust's capital structure, appropriate adjustments shall be made in this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the parties hereto under this Agreement.

12. Term. This Agreement shall continue in full force and effect until the earlier of (i) six (6) years after the date hereof and (ii) the first date on which the Investors may sell all of the Registrable Securities held by them pursuant to Rule 144(k) under the Securities Act.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written and delivered by their respective duly authorized officers.

/s/ John S. Trogner, Sr.
------------------------------------
John S. Trogner, Sr.

/s/John S. Trogner, Jr.
------------------------------------
John S. Trogner, Jr.

/s/Blair S. Trogner, Sr.
------------------------------------
Blair S. Trogner, Sr.

/s/Emma B. Trogner
------------------------------------
Emma B. Trogner

/s/Ronalee B. Trogner
------------------------------------
Ronalee B. Trogner

/s/Candis C. Trogner
------------------------------------
Candis C. Trogner

BRANDYWINE OPERATING
PARTNERSHIP, L.P.

By: BRANDYWINE REALTY
TRUST, its sole general partner

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

BRANDYWINE REALTY TRUST

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

THIRD AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE OPERATING PARTNERSHIP, L.P.

THIS THIRD AMENDMENT, dated as of May 8, 1998 (the "Amendment"), amends the Amended and Restated Partnership Agreement (the "Partnership Agreement") of BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Partnership Agreement.

BACKGROUND

A. Pursuant to the Partnership Agreement, Brandywine Realty Trust (the "General Partner"), as the general partner of the Partnership, has the power and authority to issue additional Partnership Interests to persons on such terms and conditions as the General Partner may deem appropriate.

B. The General Partner, pursuant to the exercise of such power and authority and in accordance with the Partnership Agreement, has determined to execute this Amendment to the Partnership Agreement to evidence the issuance of additional Partnership Interests and the admission of the other signatories hereto as Limited Partners of the Partnership in exchange for certain contributions of partnership interests in partnerships holding real estate and real estate related assets that are being made to the Partnership on the date hereof pursuant to a "contribution" agreement (relating, respectively, to properties commonly known as Commerce Park, Corporate Center 81 and Camp Hill Corporate Center [also sometimes known as the First Commercial Portfolio] ) among the Partnership, the General Partner and the Admitted Partners.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Partnership Agreement as follows:

1. The Partnership Agreement is hereby amended to reflect the admission as a Limited Partner on the date hereof of the Persons set forth on Schedule A attached hereto (the "Admitted Partners") and the ownership by such Persons of the number of Class A Units listed opposite each Person's name on Schedule A. Attached as Schedule B is a list of the Partners of the Partnership prior to the admission of the Admitted Partners, together with the number and class of Partnership Interests owned by such partners.

2. The Partnership Interests issued hereby shall constitute Class A Units; provided that any distribution to be received by the Admitted Partners on the Class A Units issued

to them on the date hereof on account of the fiscal quarter in which they are admitted to the Partnership shall be pro-rated to reflect the portion of the fiscal quarter of the Partnership for which the Admitted Partners held such Class A Units and shall not be pro-rata in accordance with their then Percentage Interests; provided further that the Redemption Right granted to holders of Class A Units in Article XV of the Partnership Agreement shall not be exercisable by the holders of the Class A Units issued on the date hereof to the Admitted Partners until the first anniversary of the date hereof, except that, (i) if the holder of any such Class A Units dies, such holder's estate shall thereupon be permitted to exercise the Redemption Right with respect to all of such Class A Units held by it notwithstanding the foregoing restriction and (ii) if a Change of Control (as defined below) of the General Partner occurs, the foregoing restriction on exercise of the Redemption Right shall automatically terminate with respect to all of such Class A Units.

3. As used herein, the term "Change of Control" shall mean Change of Control" means:

(i) the acquisition in one or more transactions by any "Person" (as the term person is used for purposes of Sections 13(d) or 14(d) of the Exchange Act) of "Beneficial ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of the combined voting power of the General Partner's then outstanding voting securities (the "Voting Securities"), provided that for purposes of this clause (i) Voting Securities acquired directly from the General Partner by any Person shall be excluded from the determination of such Person's Beneficial ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or

(ii) approval by shareholders of the General Partner of:

(A) a merger, reorganization or consolidation involving the General Partner if the shareholders of the General Partner immediately before such merger, reorganization or consolidation do not or will not own directly or indirectly immediately following such merger, reorganization or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the General Partner resulting from or surviving such merger, reorganization or consolidation in substantially the same proportion as their ownership of the Voting Securities

outstanding immediately before such merger, reorganization or consolidation; or

(B) a complete liquidation or dissolution of the General Partner; or

(C) an agreement for the sale or other disposition of all or substantially all of the assets of the General Partner; or

(iii) acceptance by shareholders of the General Partner of shares in a share exchange if the shareholders of the General Partner immediately before such share exchange do not or will not own directly or indirectly immediately following such share exchange more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the entity resulting from or surviving such share exchange in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such share exchange.

4. By execution of this Amendment to the Partnership Agreement by the General Partner and the Admitted Partners, the Admitted Partners agree to be bound by each and every term of the Partnership Agreement as amended from time to time in accordance with the terms of the Partnership Agreement. The General Partner confirms that the provisions in Section 18.1(a) of the Partnership Agreement shall apply to the Admitted Partners notwithstanding Section 18.7 of the Partnership Agreement.

5. On the date of this Amendment, each of the Admitted Partners shall execute and deliver to Brandywine Realty Trust an Irrevocable Proxy coupled with an Interest in the form set forth on Exhibit 1 hereto attached.

6. Except as expressly set forth in this Amendment to the Partnership Agreement, the Partnership Agreement is hereby ratified and confirmed in each and every respect.

IN WITNESS WHEREOF, this Amendment to the Partnership Agreement has been executed and delivered as of the date first above written.

GENERAL PARTNER:

BRANDYWINE REALTY TRUST

By: /s/ Gerard H. Sweeney
   ---------------------------------
   Gerard H. Sweeney
Its:  President and CEO

ADMITTED PARTNERS:

/s/ John S. Trogner, Sr.
------------------------------------
John S. Trogner, Sr.

/s/ John S. Trogner, Jr.
------------------------------------
John S. Trogner, Jr.

/s/ Blair S. Trogner, Sr.
------------------------------------
Blair S. Trogner, Sr.

/s/ Emma B. Trogner
------------------------------------
Emma B. Trogner

/s/ Ronalee Trogner
------------------------------------
Ronalee Trogner

/s/ Candis C. Trogner
------------------------------------
Candis C. Trogner

                                       NUMBER OF
 ADMITTED                              PARTNERSHIP
 PARTNERS                              INTERESTS
 --------                              -----------
-----------------------------------------------------------
John S. Trogner, Sr.                            89,801.232
-----------------------------------------------------------
John S. Trogner, Jr.                            73,048.310
-----------------------------------------------------------
Blair S. Trogner, Sr.                          138,126.471
-----------------------------------------------------------
Emma B. Trogner                                 27,087.416
-----------------------------------------------------------
Ronalee Trogner                                 21,669.933
-----------------------------------------------------------
Candis C. Trogner                               40,631.123
-----------------------------------------------------------

                                                               NUMBER OF
                                                              PARTNERSHIP
                                                               INTERESTS
LIMITED PARTNERS                                          (ALL CLASS A UNITS)
----------------                                          -------------------
The Nichols Company                                              2,742

Brian F. Belcher                                                 7,245

Jack R. Loew                                                     1,245

Craig C. Hough                                                   1,245

Gary C. Bender                                                   1,434

Werner A. Fricker                                                6,830

R. Randle Scarborough                                           59,578

M. Sean Scarborough                                             60,576

Steven L. Shapiro                                                1,902

Robert K. Scarborough                                          265,384

Raymond J. Perkins                                               2,536

Brandywine Holdings I, Inc.                                          5

Brandywine Realty Trust                                        415,786

Brookstone Investors, L.L.C.                                    57,126

Brookstone Holdings of Del.-4, L.L.C.                            7,579

Brookstone Holdings of Del.-5, L.L.C.                           80,445

Brookstone Holdings of Del.-6, L.L.C.                            7,886

                                                               NUMBER OF
                                                              PARTNERSHIP
                                                               INTERESTS
GENERAL PARTNER                                             (ALL GP UNITS)
---------------                                             --------------

Brandywine Realty Trust                                      37,635,209

EXHIBIT 1

IRREVOCABLE PROXY COUPLED WITH AN INTEREST

KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby irrevocably constitutes and appoints the General Partner, any Liquidating Trustee, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidating Trustee deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to the provisions of this Agreement, or the Capital Contribution of any Partner. The foregoing power of attorney is irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive the death, incapacity or incompetency of a Limited Partner to the effect and extent permitted by law and the Transfer of all or any portion of such Limited Partner's Partnership Units and shall extend to such Limited Partner's heirs, distributees, successors, assigns and personal representatives.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Proxy on this 8th day of May, 1998.

/s/  John S. Trogner, Sr.
-----------------------------------
John S. Trogner, Sr.

EXHIBIT 1

IRREVOCABLE PROXY COUPLED WITH AN INTEREST

KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby irrevocably constitutes and appoints the General Partner, any Liquidating Trustee, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidating Trustee deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to the provisions of this Agreement, or the Capital Contribution of any Partner. The foregoing power of attorney is irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive the death, incapacity or incompetency of a Limited Partner to the effect and extent permitted by law and the Transfer of all or any portion of such Limited Partner's Partnership Units and shall extend to such Limited Partner's heirs, distributees, successors, assigns and personal representatives.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Proxy on this 8th day of May, 1998.

/s/  John S. Trogner, Jr.
----------------------------------
John S. Trogner, Jr.

EXHIBIT 1

IRREVOCABLE PROXY COUPLED WITH AN INTEREST

KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby irrevocably constitutes and appoints the General Partner, any Liquidating Trustee, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidating Trustee deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to the provisions of this Agreement, or the Capital Contribution of any Partner. The foregoing power of attorney is irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive the death, incapacity or incompetency of a Limited Partner to the effect and extent permitted by law and the Transfer of all or any portion of such Limited Partner's Partnership Units and shall extend to such Limited Partner's heirs, distributees, successors, assigns and personal representatives.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Proxy on this 8th day of May, 1998.

/s/  Blair S. Trogner, Sr.
-----------------------------------
Blair S. Trogner, Sr.

EXHIBIT 1

IRREVOCABLE PROXY COUPLED WITH AN INTEREST

KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby irrevocably constitutes and appoints the General Partner, any Liquidating Trustee, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidating Trustee deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to the provisions of this Agreement, or the Capital Contribution of any Partner. The foregoing power of attorney is irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive the death, incapacity or incompetency of a Limited Partner to the effect and extent permitted by law and the Transfer of all or any portion of such Limited Partner's Partnership Units and shall extend to such Limited Partner's heirs, distributees, successors, assigns and personal representatives.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Proxy on this 8th day of May, 1998.

/s/  Emma B. Trogner
----------------------------------
Emma B. Trogner

EXHIBIT 1

IRREVOCABLE PROXY COUPLED WITH AN INTEREST

KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby irrevocably constitutes and appoints the General Partner, any Liquidating Trustee, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidating Trustee deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to the provisions of this Agreement, or the Capital Contribution of any Partner. The foregoing power of attorney is irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive the death, incapacity or incompetency of a Limited Partner to the effect and extent permitted by law and the Transfer of all or any portion of such Limited Partner's Partnership Units and shall extend to such Limited Partner's heirs, distributees, successors, assigns and personal representatives.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Proxy on this 8th day of May, 1998.

/s/  Ronalee Trogner
----------------------------------
Ronalee Trogner

EXHIBIT 1

IRREVOCABLE PROXY COUPLED WITH AN INTEREST

KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby irrevocably constitutes and appoints the General Partner, any Liquidating Trustee, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidating Trustee deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to the provisions of this Agreement, or the Capital Contribution of any Partner. The foregoing power of attorney is irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive the death, incapacity or incompetency of a Limited Partner to the effect and extent permitted by law and the Transfer of all or any portion of such Limited Partner's Partnership Units and shall extend to such Limited Partner's heirs, distributees, successors, assigns and personal representatives.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Proxy on this 8th day of May, 1998.

/s/  Candis C. Trogner
-----------------------------------
Candis C. Trogner

TAX INDEMNIFICATION AGREEMENT

This Tax Indemnification Agreement (the "Agreement") is made as of the 8th day of May, 1998, by and among Brandywine Operating Partnership, L.P., a Delaware limited partnership (the "Partnership") and those of the Members of First Commercial Development Company who are listed on Schedule 1 hereto (together, the "Members").

WITNESSETH:

WHEREAS, the Members have executed that certain Amendment to Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P., dated as of the 8th day of May, 1998 (the "Partnership Agreement"); and

WHEREAS, the Members received their limited partnership interests in the Partnership in exchange for the contribution to or at the direction of the Partnership of certain assets listed on Schedule 2 hereto (the "Contributed Property") in a transaction to which Section 721 of the Internal Revenue Code of 1986, as amended (the "Code") applied; and

WHEREAS, at the time of the contribution, the Members had unrealized built-in gain (as defined in Treasury Regulation Section 1.704-3(a)(3)) in each Asset as set forth on Schedule 3 hereto; and

WHEREAS, the Partnership is willing to reimburse and indemnify each of the Members for possible tax on the built-in gain of any Member in the Assets under the limited circumstances set forth herein;

WHEREAS, at the time of the contribution, the Members had negative tax capital accounts in First Commercial Development Company, a Pennsylvania limited partnership ("First Commercial"); and

WHEREAS, the Partnership is willing to reimburse and indemnify each of the Members for possible tax on the negative tax capital account of any Member in the Partnership or First Commercial under the limited circumstances set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth herein, the parties hereto, intending to be legally bound hereby, agree as follows:

AGREEMENT

1. Definitions. As used in this Agreement, the capitalized terms shall have the respective meanings ascribed to them in this Section 1. Capitalized terms not defined herein, shall have the meanings ascribed to them in the Partnership Agreement.

"Assets" means the Contributed Property and the Real Properties, collectively.

"Built-in Gain" means the unrealized built-in gain of the Members in the Assets, individually and cumulatively, as determined from time to time in accordance with Section 704(c) of the Code and Treasury Regulation
Section 1.704-3(a)(3) and the Partnership Agreement and consistent with the information set forth on Schedule 3 hereto.

"Covered Sale Tax Liabilities" means any Incremental federal, state and local taxes (collectively "Taxes") imposed on any realized and recognized Built-in Gain of a Member that is caused by a sale or distribution by the Partnership of one or more of the Assets (other than a distribution to one or more Members) during the Sale Event Period and to which Section 704(c) of the Code applies.

"Covered Capital Account Tax Liabilities" means any Incremental Taxes imposed on any realized and recognized Section 731(a) Gain of a Member which is caused by a repayment during the Repayment Event Period of indebtedness of the Partnership, whether or not currently outstanding or by a repayment by First Commercial during the Repayment Event Period of indebtedness of First Commercial, whether or not currently outstanding.

"First Commercial" means First Commercial Development Company.

"Incremental" means the additional Taxes imposed as a result of a Sale Event or a Repayment Event as compared with the individual tax liability determined without taking into account the Sale Event or Repayment Event which gave rise to the Taxes.

"Qualified Liabilities of the Partnership" means indebtedness under any of the Revolving Credit Facility, Replacement Debt, or Other Debt, each as defined under the Guaranty and Indemnification instruments of even date herewith which have been executed by each of the Members who are parties to this Agreement for the benefit of Brandywine Realty Trust, the general partner of the Partnership.

"Qualified Liabilities of First Commercial" means indebtedness under any of the Credit Facility, Replacement Debt, or Other Debt, each as defined under the Guaranty and Indemnification instruments of even date herewith which have been executed by certain of the Members who are parties to this Agreement for the benefit of Brandywine F.C., L.L.C., the general partner of First Commercial.

"Real Properties" means the real properties listed on Schedule 4 hereto.

"Repayment Event Period" means with respect to a given Member the period ending the earliest to occur of (i) the tenth anniversary of this Agreement or (ii) the death of the Member.

"Sale Event Period" means the period ending December 31, 2002.

"Section 731(a) Gain" means the gain of the Members, individually and cumulatively, as determined from time to time on December 31st of each year during the Repayment Event Period, in accordance with
Section 731(a) and Treasury Regulation 1.731-1 and the Partnership Agreement, which arises from the lack of Qualified Liabilities of the Partnership and/or Qualified Liabilities of First Commercial on such December 31st allocable to the Members under Section 752 and Treasury Regulation 1.752.

2. Indemnification for Tax on Built-in Gain.

a. Within 90 days following the occurrence of a sale or distribution by the Partnership (collectively "Sale Event") of one of more of the Assets during the Sale Event Period, other than a distribution to a Member, to which Section 704(c) of the Code applies, which causes the Covered Sale Tax Liabilities to become fixed and determined, the Partnership agrees that it shall make a payment to each applicable Member (other than distributions to the partners of the Partnership pursuant to Section 6.1 of the Partnership Agreement) such that such Member shall receive, as payment pursuant to this Section 2.a, an amount equal to the sum of (i) Covered Sale Tax Liabilities incurred by such Member which arise from such Sale Event plus
(ii) any additional federal, state and local taxes (excluding interest and all penalties other than a Section 6662 tax penalty, as defined in the Internal Revenue Code of 1986, which was caused by the Partnership) which may be imposed on the payment to such Member under clause (i) of this sentence.

b. Within 90 days following December 31st of a given year during the Repayment Event Period in which the Covered Capital Account Tax Liabilities become fixed and determined so that a Member becomes liable for all or any part of the Covered Capital Account Tax Liabilities ("Repayment Event"), the Partnership agrees that it shall make a payment to such Member (other than distributions to the partners of the Partnership pursuant to
Section 6.1 of the Partnership Agreement) such that such Member shall receive, as payment pursuant to this Section 2.b, an amount equal to the sum of (i) Covered Capital Account Tax Liabilities incurred by such Member which arise from such Repayment Event plus (ii) any additional federal, state and local taxes (excluding interest and all penalties other than a Section 6662 tax penalty, as defined in the Internal Revenue Code of 1986, which was caused by the Partnership) which may be imposed on the payment to such Member under clause (i) of this sentence.

c. Notwithstanding Section 2.a above, Taxes on the Built-in Gain of any Member arising as a result of (i) the sale or distribution of the Assets after the Sale Event Period or (ii) the disposition, transfer or conversion by any Member of its limited partnership interest in the Partnership at any time (including during the Sale Event Period), shall be the sole obligation of such Member, and the Partnership shall not have any obligation to make a payment under this Section 2 and shall have no other liability therefor under this Agreement or otherwise.

d. Notwithstanding Section 2.b above, Taxes on the
Section 731(a) Gain of any Member arising as a result of (i) a Repayment Event after the Repayment Event Period or (ii) a Repayment Event which occurs after a Sale Event (whether or not the Sale Event occurs during or after the Sale Event Period) which results in the Member no longer having a negative capital account, or (iii) the disposition, transfer or conversion by any Member of its limited partnership interest in the Partnership or its limited partnership interest in First Commercial at any time (including during the Repayment Event Period), shall be the sole obligation of such Member, and the Partnership shall not have any obligation to make a payment under this Section 2 and shall have no other liability therefor under this Agreement or otherwise.

3. Initial Determination of its Built-in Gain and Capital Accounts. The Members estimate that as of the date of their initial contribution to the Partnership, the aggregate of the Built-in Gain of all of the Members in the Assets is approximately $18,000,000, the aggregate of the negative capital accounts in the Partnership and First Commercial collectively is approximately $11,000,000, and the aggregate Built-in-Gain of all the Members and the negative capital account of each of the Members are as set forth on Schedule 3 hereto.

4. Term. The term of this Agreement shall commence as of the date of this Agreement and shall expire, with respect to a Member, on the earliest to occur of the following: (i) the death of the Member, (ii) a Sale Event after the Sale Event Period which involves all of the remaining Assets, and (iii) the disposition, transfer or conversion by any Member of its limited partnership interest in the Partnership at any time (including during the Sale Event Period).

5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the conflict of law principles thereof.

6. Counterparts. This Agreement may be executed in one or more counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts together constituting the same Agreement.

IN WITNESS WHEREOF, this Tax Indemnification Agreement has been duly executed and delivered by the respective parties on the date first above written.

PARTNERSHIP:

BRANDYWINE OPERATING PARTNERSHIP,
L.P., a Delaware limited partnership
By: Brandywine Realty Trust, its sole general
partner

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

THE MEMBERS OF FIRST COMMERCIAL
DEVELOPMENT COMPANY AS LISTED ON
SCHEDULE 1 HERETO

/s/ John S. Trogner, Sr.              (Seal)
-------------------------------------
John S. Trogner, Sr., individually


/s/ John S. Trogner, Jr.              (Seal)
-------------------------------------
John S. Trogner, Jr., individually


/s/ Blair S. Trogner, Sr.             (Seal)
-------------------------------------
Blair S. Trogner, Sr., individually


/s/ Emma B. Trogner                   (Seal)
-------------------------------------
Emma B. Trogner, individually


/s/ Ronalee B. Trogner                (Seal)
-------------------------------------
Ronalee B. Trogner, individually


/s/ Candis C. Trogner                 (Seal)
-------------------------------------
Candis C. Trogner, individually

SCHEDULE 1

1. John S. Trogner, Sr.

2. John S. Trogner, Jr.

3. Blair S. Trogner, Sr.

4. Emma B. Trogner

5. Ronalee B. Trogner

6. Candis C. Trogner

SCHEDULE 4

REAL PROPERTIES

A. 150 Corporate Center Drive, East Pennsboro Township, Cumberland County, Pennsylvania (Lot 1A, CAMP HILL CORPORATE CENTER), Tax Parcel No. 09181304132B;

B. 200 Corporate Center Drive, East Pennsboro Township, Cumberland County, Pennsylvania (Lot 2, CAMP HILL CORPORATE CENTER), Tax Parcel No. 09181304132;

C. 300 Corporate Center Drive, East Pennsboro Township, Cumberland County, Pennsylvania (Lot 3, CAMP HILL CORPORATE CENTER), Tax Parcel No. 09181304132C;

D. 500 Nationwide Drive, Harrisburg, Susquehanna Township, Dauphin County, Pennsylvania (Lot 2-B, CORPORATE CENTER 81), Tax Parcel No. 62-23-57;

E. 600 Corporate Circle, Harrisburg, Susquehanna Township, Dauphin County, Pennsylvania (Lot 3-D, CORPORATE CENTER 81), Tax Parcel No. 62-23-61;

F. 800 Corporate Circle, Harrisburg, Susquehanna Township, Dauphin County, Pennsylvania (Lot 4-C, CORPORATE CENTER 81), Tax Parcel No. 62-23-64;

G. 200 Nationwide Drive, Harrisburg, Susquehanna Township, Dauphin County, Pennsylvania (Lot 3-A, CORPORATE CENTER 81), Tax Parcel No. 62-23-59;

H. 2401 Park Drive, Harrisburg, Susquehanna Township, Dauphin County, Pennsylvania (Lot 22, COMMERCE PARK, Plan 5), Tax Parcel No. 62-21-161;

I. 2404 Park Drive, Harrisburg, Susquehanna Township, Dauphin County, Pennsylvania (Lot 16, COMMERCE PARK, Plan 5), Tax Parcel No. 62-21-160;

J. 2405 Park Drive, Harrisburg, Susquehanna Township, Dauphin County, Pennsylvania (Lot 21, COMMERCE PARK, Plan 6), Tax Parcel No. 62-21-166; and

K. 2407 Park Drive, Harrisburg, Susquehanna Township, Dauphin County, Pennsylvania (Lot 20, COMMERCE PARK, Plan 9), Tax Parcel No. 62-21-182.

PROMISSORY NOTE

$150,000,000 May 7, 1998

FOR VALUE RECEIVED, Brandywine Realty Trust ("BRT") and Brandywine Operating Partnership, L.P. ("BOP") (collectively, BRT and BOP referred to herein as the "Borrowers"), jointly and severally, hereby unconditionally promise to pay to NationsBank, N.A. ("Lender"), at its offices located in Charlotte, North Carolina or such other place as designated by the Lender, the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) or such lesser principal amount as may be outstanding from time to time hereunder, in lawful money of the United States of America and in immediately available funds, together with interest on such principal amount and such other amounts as may be due and owing hereunder in accordance with the terms hereof.

This Note is issued upon, and the undersigned acknowledge and agree to, the following terms and conditions:

1. Definitions. As used herein the following terms shall have the meanings herein specified unless the context other requires.

"Business Day" means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or other governmental action to close in Bethesda, Maryland, Charlotte, North Carolina or New York, New York; provided that in the case of Eurodollar Loans, such day is also a day on which dealings between banks are carried on in U.S. dollar deposits in the London interbank market.

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

"Eurodollar Loan" means a Loan bearing interest based at a rate determined by reference to the Eurodollar Rate.

"Eurodollar Rate" means, for the Interest Period for each Eurodollar Loan comprising part of the same borrowing (including conversions, extensions and renewals), a per annum interest rate determined pursuant to the following formula:

London Interbank Offered Rate Eurodollar Rate = ---------------------------------
1 - Eurodollar Reserve Percentage

"Eurodollar Reserve Percentage" means, for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D of the Board of Governors of

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

"Event of Default" means any of the events or circumstances described in Section 7 hereof.

"Final Maturity Date" means January 7, 1999.

"Guarantors" has the meaning set forth in the Senior Revolving Credit Agreement.

"Initial Maturity Date" means November 7, 1998.

"Interest Period" means, as to Eurodollar Loans, a period of one months' duration commencing, in each case, on the date of the borrowing (including continuations and conversions thereof); provided, however, (a) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day), (b) no Interest Period shall extend beyond the Maturity Date, (c) with respect to Eurodollar Loans, where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last Business Day of such calendar month, and (d) no Interest Period shall extend beyond the Initial Maturity Date unless the Maturity Date has been extended pursuant to Section 4(c) hereof.

"Interest Payment Date" means (a) as to Prime Rate Loans, the last Business Day of each month and on the Maturity Date and (b) as to Eurodollar Loans on the last day of the applicable Interest Period and on the Maturity Date.

"London Interbank Offered Rate" means, for any Eurodollar Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Telerate Page 3750, the applicable rate shall be the arithmetic mean

of all such rates. If for any reason such rate is not available, the term "London Interbank Offered Rate" shall mean, for any Eurodollar Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in U.S. dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates.

"Maturity Date" means the Initial Maturity Date or if the Initial Maturity Date is extended in accordance with the terms hereof, the Final Maturity Date.

"Notice of Borrowing" means a request by the Borrowers for a Loan, in the form of Exhibit 2(b) attached hereto.

"Notice of Continuation/Conversion" means a request by the Borrowers to continue an existing Eurodollar Loan to a new Interest Period or to convert a Eurodollar Loan to a Prime Rate Loan or to convert a Prime Rate Loan to a Eurodollar Loan, in the form of Exhibit 2(c) attached hereto.

"Prime Rate" means the per annum rate of interest established from time to time by the Lender at its principal office in Charlotte, North Carolina (or such other principal office of the Lender as communicated in writing to the Borrowers) as its Prime Rate. Any change in the interest rate resulting from a change in the Prime Rate shall become effective as of 12:01 a.m. of the Business Day on which each change in the Prime Rate is announced by the Lender. The Prime Rate is a reference rate used by the Lender in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit to any debtor.

"Prime Rate Loan" means a Loan bearing interest based at a rate determined by reference to the Prime Rate.

"Senior Revolving Credit Agreement" means that certain Amended and Restated Credit Agreement, dated as of January 5, 1998 (as amended, modified, supplemented, restated or replaced from time to time), among the Borrowers, certain Subsidiaries of the Borrowers as Guarantors, the Lender, as Administrative Agent, and the other lenders party thereto.

2. The Loans.

(a) Commitment. Subject to the terms and conditions set forth herein, including, without limitation, Section 6(b) hereof, the Lender agrees to make loans (each a "Loan" and collectively the "Loans") to the Borrowers, in U.S. dollars, at any time and from time to time,

from the date hereof to but not including the Maturity Date; provided that the aggregate principal amount of Loans advanced hereunder cannot exceed $150,000,000.

(b) Method of Borrowing for Loans. By no later than 11:00 a.m. (i) one Business Day prior to the date of the requested borrowing of Loans that will be Prime Rate Loans or (ii) three Business Days prior to the date of the requested borrowing of Loans that will be Eurodollar Loans, the Borrowers shall submit a written Notice of Borrowing in the form of Exhibit 2(b) attached hereto to the Lender setting forth (A) the amount requested, (B) whether such Loans shall be Prime Rate Loans or Eurodollar Loans, and (C) certification that the Borrowers have complied in all respects with Section 6(b) hereof. The Lender will make the requested Loan to the Borrowers on the date set forth in the Notice of Borrowing by crediting the account of the Borrowers on the books of the Lender.

(c) Continuations and Conversions. The Borrowers shall have the option, on any Business Day, to continue existing Eurodollar Loans for a subsequent Interest Period, to convert Prime Rate Loans into Eurodollar Loans, or to convert Eurodollar Loans into Prime Rate Loans; provided, however, that
(i) each such continuation or conversion must be requested by the Borrowers pursuant to a written Notice of Continuation/Conversion, in the form of Exhibit 2(c) attached hereto, in compliance with the terms set forth below, (ii) Eurodollar Loans may only be continued or converted on the last day of the Interest Period applicable thereto, (iii) Eurodollar Loans may not be continued nor may Prime Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or Event of Default and (iv) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall result in a conversion of such Eurodollar Loan to a Prime Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than 11:00 a.m. (A) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Prime Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Prime Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Lender.

(d) Minimum Amounts/Restrictions on Loans. Each request for a borrowing, conversion or continuation shall be subject to the requirements that
(i) each Eurodollar Loan shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess thereof, (ii) each Prime Rate Loan shall be in a minimum amount of $500,000 (and integral multiples of $100,000 in excess thereof) or the remaining amount available under this Note, (iv) no more than four Loans shall be made during any one month and (v) no more than six Eurodollar Loans shall be outstanding at any one time. For the purposes of this Section, all Eurodollar Loans with the same Interest Periods beginning on the same date shall be considered as one Eurodollar Loan, but Eurodollar Loans with different Interest Periods, even if they begin on the same date, shall be considered as separate Eurodollar Loans.

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

3. Interest.

(a) Interest Rate. From the date hereof until the Initial Maturity Date, (i) all Prime Rate Loans shall accrue interest at the Prime Rate plus .25% and all Eurodollar Loans shall accrue interest at the Eurodollar Rate plus 1.50%. If the Maturity Date is extended pursuant to the terms hereof, then from the day after the Initial Maturity Date until the Final Maturity Date, all Prime Rate Loans shall accrue interest at the Prime Rate plus .50% and all Eurodollar Loans shall accrue interest at the Eurodollar Rate plus 1.75%.

(b) Default Rate of Interest. Upon the occurrence, and during the continuance, of an Event of Default, the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder (including without limitation fees and expenses) shall bear interest, payable on demand, at a per annum rate equal to four percent (4%) plus the rate which would otherwise be applicable (or if no rate is applicable, then the rate for Prime Rate Loans plus four percent (4%) per annum).

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

(d) Computation of Interest. Except for Prime Rate Loans which shall be calculated on the basis of a 365 or 366 day year as the case may be, all computations of interest hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days. Interest shall accrue from and include the date of borrowing (or continuation or conversion) but exclude the date of payment. It is the intent of the Lender and the Borrowers to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lender and the Borrowers are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral.

4. Payments.

(a) Place of Payments. All payments of principal, interest, fees, expenses and other amounts to be made by a Borrower under this Note shall be received not later than 2:00 p.m. on the date when due, in U.S. dollars and in immediately available funds, by the Lender at its offices in Charlotte, North Carolina. Payments received after such time shall be deemed to have been received on the next Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day.

(b) Voluntary Prepayments. The Borrowers shall have the right to prepay Loans in whole or in part from time to time without premium or penalty; provided, however, that Eurodollar Loans may only be prepaid on three Business Days' prior written notice to the Lender and any prepayment of Eurodollar Loans will be subject to Section 4(d) below. Prepayments shall be applied first to Prime Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. Loans repaid hereunder may not be reborrowed.

(c) Payment in full at Maturity; Extension of Maturity.

(i) On the Maturity Date, the entire outstanding principal balance of all Loans, together with accrued but unpaid interest and all other sums owing with respect thereto, shall be due and payable in full, unless accelerated sooner pursuant to Section 8 hereof.

(ii) If on the Initial Maturity Date (A) no Default or Event of Default exists and is continuing and (B) the Borrowers pay to the Lender an extension fee equal to one-fourth of one percent (.25%) of the then principal amount outstanding under this Note, the Borrowers may elect to extend the Maturity Date to the Final Maturity Date. The Borrowers shall give written notice to the Lender of its desire to effect such election at least 20 days, but no more than 45 days, prior to the Initial Maturity Date.

(d) Compensation. The Borrowers promise to indemnify the Lender and to hold the Lender harmless from any loss or expense which the Lender may sustain or incur as a consequence of (i) default by the Borrowers in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrowers have given a notice requesting the same in accordance with the provisions of this Note, (ii) default by the Borrowers in making any prepayment of a Eurodollar Loan after the Borrowers have given a notice thereof in accordance with the provisions of this Note and (iii) the making of a prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to (A) the amount of interest which would have accrued on the amount

so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Loans provided for herein minus (B) the amount of interest (as reasonably determined by the Lender) which would have accrued to the Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. The agreements in this section shall survive the termination of this Note and the payment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, any prepayment of a Eurodollar Loan made in connection with repayment of all or any portion of this Note pursuant to funds received from (x) a permanent mortgage financing or
(y) an equity offering shall not be subject to this Section 4(d).

5. Incorporation by Reference.

(a) Yield Protection. Sections 3.9, 3.10, 3.11 and 3.12 of the Senior Revolving Credit Agreement are incorporated herein by reference (including any defined terms contained therein), to the extent applicable, and shall be binding on the Borrowers as if set forth herein.

(b) Representations and Warranties. All of the representations and warranties set forth in Section 6 of the Senior Revolving Credit Agreement are incorporated herein by reference (including any defined terms contained therein) and made and affirmed by the Borrowers to the Lender as of the date of this Note (except to the extent they expressly refer to an earlier date) and as of such dates as required pursuant to Section 6(b) hereof.

(c) Covenants.

(i) All of the covenants set forth in Section 7 and Section 8 of the Senior Revolving Credit Agreement are incorporated herein by reference (including any defined terms contained therein) and shall be binding on the Borrowers as if set forth herein, including, without limitation, the requirement that any new Material Subsidiaries (as defined in the Senior Revolving Credit Agreement) formed or acquired shall become Guarantors hereunder.

(ii) The Borrowers also covenant and agree that:

(A) the Borrowers shall furnish to the Lender, (1) within 45 days after the date of this Note, an executed permanent mortgage commitment in an amount not less than $105 million and
(2) within 90 days after the date of this Note, a written engagement from an investment bank, acceptable to the Lender (it being understood that the Lender agrees that Solomon Smith

Barney, Merrill Lynch, Legg Mason, Donaldson Lufkin & Jenrette and NationsBanc Montgomery Securities LLC are acceptable to the Lender), for an equity offering in an amount sufficient such that the net proceeds therefrom (plus the proceeds from the permanent mortgage commitment referenced above) will repay all amounts owing under this Note in full.

(B) if for any consecutive period of 30 days or more, Eurodollar Loans constitute less than 75% of the aggregate principal amount of all Loans, then the Borrowers shall enter into interest rate protection agreements in form and substance reasonably acceptable to the Lender.

(C) the proceeds of the Loans shall be used solely (1) to acquire office and industrial properties, (2) to repay the First Union mortgage loans due on June 1, 1998 and August 1, 1998 and to fund construction and development projects at Park 80, Highlander Business Park, Newtown 13, Horsham 17 & 18, Cherry Hill #5 and #6, Pulver and Realen, in an aggregate amount not to exceed $35 million and (3) for general working capital in the ordinary course (but in no event shall the proceeds of the Loan be used to repay any existing Indebtedness of the Borrowers or their Subsidiaries or for the development of existing or future projects, except as set forth in clause (2) above).

6. Conditions Precedent.

(a) Closing Conditions. The obligation of the Lender to make the initial Loan under this Note is subject to satisfaction of the following conditions (in form and substance acceptable to Lender):

(i) Executed Documents. Receipt by the Lender of a duly executed copy of this Note.

(ii) Guaranty Agreement. Receipt by the Lender of a guaranty agreement, in form and substance acceptable to the Lender, executed by the Guarantors (the "Guaranty Agreement").

(iii) Authority Documents. Receipt by the Lender of documents and certificates from the Borrowers and Guarantors in the same form and in the same manner as required by Sections 5.1(b), (c), (d) and
(e) of the Senior Revolving Credit Agreement.

(iv) Legal Opinion. Receipt by the Lender of opinions from counsel to the Borrowers and Guarantors, in form and substance acceptable to the Lender, addressed to the Lender and dated as of the date hereof.

(v) Fees and Expenses. All fees and expenses required to be paid by the Borrowers to the Lender under this Note have been paid in full, including, without limitation, payment to the Lender of an origination fee in the amount of $300,000; provided that it is understood that the Lender will refund $90,000 to the Borrower if the lenders under the Senior Revolving Credit Agreement decline to consent to permit the Borrowers' next equity offering to prepay this Note.

(b) Conditions to Loans. In addition to the conditions precedent stated elsewhere herein, the Lender shall not be obligated to make Loans unless:

(i) Delivery of Notice. The Borrowers shall have delivered a Notice of Borrowing, duly executed and completed, by the time specified in Section 2(b) hereof.

(ii) Representations and Warranties. The representations and warranties made by the Borrowers as incorporated herein by reference are true and correct in all material respects at and as if made as of such date except to the extent they expressly relate to an earlier date.

(iii) No Default. No Default or Event of Default shall exist or be continuing either prior to or after giving effect thereto.

(iv) Availability. After giving effect to the making of the requested Loan, (A) on or before the date the requisite lenders under the Senior Revolving Credit Agreement consent to permit the proceeds from the Borrowers' next Equity Issuance (as defined in the Senior Revolving Credit Agreement) to be used to repay this Note, the aggregate principal amount of Loans advanced under this Note shall be less than or equal to $105,000,000 and (B) subsequent to the date the requisite lenders under the Senior Revolving Credit Agreement consent to permit the proceeds from the Borrowers' next Equity Issuance (as defined in the Senior Revolving Credit Agreement) to be used to repay this Note, the aggregate principal amount of Loans advanced under this Note shall be less than or equal to $150,000,000.

The delivery of each Notice of Borrowing shall constitute a representation and warranty by the Borrowers of the correctness of the matters specified in subsections (ii) and (iii) above.

7. Events of Default. An Event of Default shall exist upon the occurrence of any of the following:

(a) Payments. The Borrowers shall default in the payment (i) when due of any principal amount of any Loans or (ii) within three days of when due of any interest on the Loans or any fees or other amounts owing hereunder.

(b) Senior Revolving Credit Agreement. An Event of Default shall exist under the terms of the Senior Revolving Credit Agreement.

(c) Guaranty Agreement. An Event of Default shall exist under the terms of the Guaranty Agreement.

(d) Covenants. The Borrowers shall default in the due performance of any of the covenants set forth in Section 5(c)(ii) of this Note.

8. Remedies. Upon the occurrence of an Event of Default, the Lender may
(a) declare any commitment to advance Loans under this Note to be terminated,
(b) declare all unpaid principal, accrued but unpaid interest and all other sums owing under this Note to be immediately due and payable in full without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrowers and/or (c) enforce any and all rights and interests in accordance with applicable law, including, without limitation, all rights against the Guarantors and all rights of set-off.

9. Miscellaneous.

(a) Notices. Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (i) when delivered by hand, (ii) when transmitted via telecopy (or other facsimile device), (iii) the Business Day following the day on which the same has been delivered prepaid to a reputable national overnight air courier service, or (iv) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers set forth below, or at such other address as such party may specify by written notice to the other parties hereto; provided, however, that if any notice is delivered on a day other than a Business Day then such notice shall not be effective until the next Business Day:

if to the Borrowers: [name of Borrower]

                      c/o Brandywine Operating Partnership, L.P.
                      Newtown Square Corporate Campus
                      16 Campus Boulevard, Suite 150
                      Newtown Square, Pennsylvania 19073
                      Attention: Gerard H. Sweeney
                                  President and Chief Executive Officer

if to the Lender:     Cheryl Fitzgerald
                      NationsBank Real Estate
                      Structured Debt Group
                      6610 Rockledge Drive
                      6th Floor
                      Bethesda, Maryland  20817

Phone:(301) 571-9036 Fax: (301) 493-2885

(b) Set-Off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 8 hereof, the Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by the Lender (including, without limitation, branches, agencies or affiliates of the Lender wherever located) to or for the credit or the account of any Borrower against obligations and liabilities of such Borrower to the Lender hereunder, irrespective of whether the Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of the Lender subsequent thereto. The Borrowers hereby agree that any person purchasing a participation in the Loans hereunder may exercise all rights of set-off with respect to its participation interest as fully as if such Person were the Lender hereunder.

(c) Benefit of Agreement. This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that the Borrowers may not assign and transfer any of their interests without the prior written consent of the Lender; and provided further that the Lender may transfer, assign or grant participations in its rights and/or obligations hereunder as it deems necessary or appropriate.

(d) No Waiver; Remedies Cumulative. No failure or delay on the part of the Lender in exercising any right, power or privilege hereunder and no course of dealing between the Borrowers and the Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Lender would otherwise have. No notice to or demand on the Borrowers in any case shall entitle the Borrowers to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Lender to any other or further action in any circumstances without notice or demand.

(e) Expenses and Indemnification. The Borrowers agree to: (a) pay all reasonable out-of-pocket costs and expenses of the Lender in connection with
(i) the negotiation, preparation, execution and delivery and administration of this Note (including, without limitation, the reasonable fees and expenses of Moore & Van Allen, special counsel to the Lender, (ii) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such

amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Note, (iii) the enforcement of this Note, including, without limitation, the reasonable fees and disbursements of counsel for the Lender, and (iv) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Lender, its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of this Note or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in this Note, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the person to be indemnified).

(f) Amendments, Waivers and Consents. Neither this Note nor any of the terms hereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing signed by the Borrowers and the Lender.

(g) Survival of Indemnification and Representations and Warranties. All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Note and the making of the Loans.

(h) Counterparts. This Note may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

(i) Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Note.

(j) Governing Law; Venue.

(i) THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA. Any legal action or proceeding with respect to this Note may be brought in the courts of the State of North Carolina in Mecklenburg County, or of the United States for the Western District of North Carolina, and, by execution and delivery of this Note, each Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. Each Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to
Section 9(a). Nothing herein shall affect the right of the Lender to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against a Borrower in any other jurisdiction.

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

(k) Waiver of Jury Trial. EACH OF THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE, ANY OF THE OTHER DOCUMENTS EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(l) Severability. If any provision of this Note is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

(m) Entirety. This Note, together with the other documents referred to herein, represent the entire agreement of the parties hereto and thereto, and supersede all prior

agreements and understandings, oral or written, if any, including any commitment letters or correspondence.

(n) Non-Recourse. Notwithstanding anything herein to the contrary, no recourse shall be had against the Brandywine Realty Services Partnership or any past, present or future shareholder, officer, director or trustee of BRT for any obligation of the Borrowers hereunder, or for any claim based thereon or otherwise in respect thereof; provided, however, that this subparagraph (n) shall not restrict or limit any claim against any such person arising out of or occurring with respect to fraud or any intentional misrepresentation or any act or omission that is willful or wanton or constitutes gross negligence or willful misconduct.

This Note is executed as of the date first set forth above.

BRANDYWINE REALTY TRUST, a Maryland
real estate investment trust

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

BRANDYWINE OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

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

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

ACKNOWLEDGED AND AGREED
AS OF THE DATE FIRST
SET FORTH ABOVE

NATIONSBANK, N.A.

By:    /s/ Cheryl D. Fitzgerald
       ------------------------
Name:  Cheryl D. Fitzgerald
Title: Vice President

SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP

OF

TWO TOWER BRIDGE ASSOCIATES

Dated as of May 11, 1998

                               TABLE OF CONTENTS
                                                                            Page
                                                                            ----

BACKGROUND STATEMENT...........................................................1

ARTICLE I

         DEFINITIONS...........................................................2
         1.01.    Act..........................................................2
         1.02.    Additional Capital Balance...................................2
         1.03.    Additional Capital Contributions.............................2
         1.04.    Administrative General Partner...............................2
         1.05.    Book Value...................................................2
         1.06.    BOP Preference Capital.......................................2
         1.07.    BOP Preferred Cumulative Return..............................2
         1.08.    Building.....................................................3
         1.09.    Capital Accounts.............................................3
         1.10.    Capital Balance..............................................3
         1.11.    Capital Contributions........................................3
         1.12.    Certificate..................................................3
         1.13.    Code.........................................................3
         1.14.    Contribution Percentage......................................3
         1.15.    Cumulative Net Loss..........................................4
         1.16.    Cumulative Net Profit........................................4
         1.17.    Depreciation.................................................4
         1.18.    Fiscal Year..................................................4
         1.19.    Hypothetical Capital Account.................................4
         1.20.    Land.........................................................4
         1.21.    Managing General Partner.....................................4
         1.22.    Minimum Gain.................................................4
         1.23.    Minimum Gain Share...........................................5
         1.24.    Net Cash Flow................................................5
         1.25.    Net Refinancing Proceeds.....................................5
         1.26.    Net Sale Proceeds............................................5
         1.27.    Nonrecourse Deductions.......................................5
         1.28.    Operating Budget.............................................5
         1.29.    Participation Percentage.....................................5
         1.30.    Partner or Partners..........................................6
         1.31.    Partner Minimum Gain.........................................6
         1.32.    Partner Nonrecourse Debt.....................................6
         1.33.    Partner Nonrecourse Deductions...............................6
         1.34.    Partners' Loans..............................................6


                                       i

                                                                            Page
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         1.35.    Partners' Priority Loans.....................................6
         1.36.    Preferred Cumulative Return..................................6
         1.37.    Profits or Losses............................................7
         1.38.    Project......................................................7
         1.39.    Project Costs................................................8

ARTICLE II

         GENERAL PROVISIONS....................................................8
         2.01.    Admission of Partners........................................8
         2.02.    Continuation and Term........................................8
         2.03.    Name.........................................................8
         2.04.    Purpose......................................................8
         2.05.    Places of Business...........................................9
         2.06.    Nature of Partners' Interests; Non-Partition.................9
         2.07.    Partnership Income...........................................9

ARTICLE III

         CAPITAL CONTRIBUTIONS; LOANS.........................................10
         3.01.    Capital Contributions.......................................10
         3.02.    Capital Accounts............................................11
         3.03.    Capital Calls...............................................11
         3.04.    Additional Capital Contributions; Partners' Loans...........12
         3.05.    Procedures Upon a Failure to Make an Additional
                  Capital Contribution; Partners' Priority Loans..............12
         3.06.    Partner Affiliate Guaranties; Partners' Priority Loans......13

ARTICLE IV

         MANAGEMENT OF THE PARTNERSHIP........................................13
         4.01.    Duties and Powers of the General Partners...................13
         4.02.    Fees, Compensation and Reimbursement of Expenses............17
         4.03.    Concerning the Limited Partners.............................17
         4.04.    Sale or Refinancing.........................................17
         4.05.    Bank Accounts...............................................18
         4.06.    Consents and Approvals......................................18
         4.07.    Concerning Persons Other Than Partners......................18
         4.08.    Indemnification of the General Partners.....................19
         4.09.    Representations and Warranties of the Managing General
                  Partner.....................................................19


                                      ii

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                                                                            ----

         4.10.    Representations and Warranties of the Administrative
                  General Partner.............................................26
         4.11.    Certain Definitions.........................................28
         4.12.    Pledges.....................................................28

ARTICLE V

         DISTRIBUTIONS AND ALLOCATIONS........................................29
         5.01.    Distributions of Net Cash Flow..............................29
         5.02.    Distributions of Net Refinancing Proceeds and Net
                  Sale Proceeds...............................................29
         5.03.    Availability of Funds.......................................30
         5.04.    Tax Withholding.............................................30
         5.05.    Allocation of Profits and Losses............................31

ARTICLE VI

         BOOKS AND RECORDS; TAX MATTERS.......................................34
         6.01.    Accounting..................................................34
         6.02.    Statements..................................................34
         6.03.    Inspection..................................................35
         6.04.    Tax Matters.................................................35

ARTICLE VII

         TRANSFER OF PARTNERSHIP INTERESTS;
         WITHDRAWAL OF PARTNERS;
         REMOVAL OF THE MANAGING GENERAL PARTNER..............................37
         7.01.    Transfer of General Partnership Interests...................37
         7.02.    Transfer of Limited Partnership Interests...................40
         7.03.    Expenses....................................................41
         7.04.    Withdrawal of Partners......................................41
         7.05.    Death, Incompetency, Dissolution or Bankruptcy of a
                  Limited Partner.............................................41
         7.06.    Deadlock of the General Partners............................41
         7.07.    Right of First Refusal......................................43
         7.08.    Status of Interests Transferred.............................44
         7.09.    Removal of the Managing General Partner.....................45
         7.10.    Deadlock on Sale............................................47
         7.11.    Arbitrable Disputes.........................................48
         7.12.    Right of Contribution in Favor of Managing General Partner..51


                                      iii

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ARTICLE VIII

         ADDITIONAL LIMITED PARTNERS..........................................55
         8.01.    Additional Limited Partners and Their Contributions.........55

ARTICLE IX

         INSURANCE............................................................55
         9.01.    Coverage....................................................55
         9.02.    Certificates; Notices.......................................56
         9.03.    Concerning Liability Insurance..............................57
         9.04.    Miscellaneous...............................................57

ARTICLE X

         DISSOLUTION AND TERMINATION..........................................57
         10.01.   Dissolution.................................................57
         10.02.   Appointment of Liquidating Partner..........................58
         10.03.   Distributions and Other Matters.............................59
         10.04.   Distributions of Property...................................60
         10.05.   Actions of the Liquidating Partner; Statements of
                  Account.....................................................60

ARTICLE XI

         NOTICES AND COMMUNICATIONS...........................................60
         11.01.   Notices.....................................................60
         11.02.   Change of Address...........................................61
         11.03.   Time of Communications......................................61

ARTICLE XII

         MISCELLANEOUS........................................................62
         12.01.   Filings.....................................................62
         12.02.   Power of Attorney...........................................62
         12.03.   Inspections.................................................63
         12.04.   Other Remedies..............................................63
         12.05.   Partners as Creditors.......................................63
         12.06.   Independent Ventures........................................63
         12.07.   Partial Invalidity..........................................64
         12.08.   Governing Law; Parties in Interest..........................64

                                      iv

         12.09.   Amendment...................................................64
         12.10.   Execution in Counterpart....................................64
         12.11.   Computation of Time.........................................64
         12.12.   Table of Contents; Titles and Captions......................64
         12.13.   Pronouns and Plurals........................................64
         12.14.   Approval by General Partners................................64
         12.15.   Exhibits....................................................64
         12.16.   Entire Agreement............................................65
         12.17.   Filing with Securities Exchange Commission..................65
         12.18.   Non-Recourse................................................65

Exhibit "A"   - Schedule of Partnership Participation and Capital
Exhibit "B"   - Land Description
Exhibit "C"   - Leasing Agency Agreement Form
Exhibit "D"   - Management Agreement Form

Exhibit "D-1" - Operating Budget
Exhibit "E" - Schedule of Subordinate Debt Exhibit "F" - Balance Sheet
Exhibit "F-1" - Balance Sheet of BOP

Exhibit "G"   - Liabilities not in the Ordinary Course in excess of $1,000
                individually since the date of Exhibit "F"
Exhibit "H"   - Litigation
Exhibit "I"   - Schedule of Contracts not terminable on 30 days' notice
Exhibit "J"   - Schedule of Service Contracts
Exhibit "K"   - Rent Roll
Exhibit "K-1" - Parking Deck Agreement
Exhibit "L"   - Certificate of Insurance
Exhibit "M"   - Brokerage Commissions
Exhibit "N"   - Schedule of Taxes, insurance, utilities, fuel oil and trash
                collection
Exhibit "O"   - Rights of Refusal, Options, etc.
Exhibit "P"   - Development Agreements

SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
TWO TOWER BRIDGE ASSOCIATES

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED

PARTNERSHIP (this "Agreement") is made and entered into as of _______________, 1998, by and among TWO OLIVER TOWER ASSOCIATES, a Pennsylvania limited partnership with offices at c/o Oliver Tyrone Pulver Corporation, One Tower Bridge, 100 West Front Street, West Conshohocken, Pennsylvania 19428, as Managing General Partner ("Managing General Partner"), BRANDYWINE TB II, L.P., a Pennsylvania limited partnership with offices at c/o Brandywine Realty Trust, Newtown Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania 19073, as Administrative General Partner ("Administrative General Partner"), and DONALD W. PULVER, with offices at c/o Oliver Tyrone Pulver Corporation, One Tower Bridge, 100 West Front Street, West Conshohocken, Pennsylvania 19428 ("Limited Partner"). Managing General Partner and Administrative General Partner are sometimes hereinafter referred to collectively as the "General Partners" or individually as a "General Partner." The General Partners and the Limited Partner are sometimes hereinafter referred to collectively as the "Partners," or individually as a "Partner."

BACKGROUND STATEMENT

A. Two Tower Bridge Associates (the "Partnership") is an existing Pennsylvania limited partnership formed pursuant to the Act (hereinafter defined) and that certain Agreement of Limited Partnership dated as of August 13, 1990, as amended and restated in accordance with an Amended and Restated Agreement of Limited Partnership dated as of January 1, 1991 (such agreement, as so amended and restated, the "Original Agreement") and a Certificate of Limited Partnership, dated as of August 13, 1990 (the "Original Certificate"), as filed in the Department of State of the Commonwealth of Pennsylvania on March 27, 1991. At the time of its formation, the partnership's sole partners were Managing General Partner, as general partner, and Limited Partner, as limited partner.

B. The parties hereto desire to admit Administrative General Partner as a general partner to the Partnership; to provide for the reconstitution of the Partnership as the result of the admission of Administrative General Partner as aforesaid, to provide for the continuation of the Partnership as so reconstituted, and to reflect the agreements and understandings among the Partners in respect of the conduct of the business of the Partnership and the relationship among the Partners -- all of the foregoing on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and premises hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Certain terms when used in this Agreement shall have the meanings set forth in the context hereof. The following terms when used in this Agreement shall have the respective meanings set forth below:

1.01. Act. The Pennsylvania Uniform Limited Partnership Act, 59 Pa. C.S.A. Section 3.01 et seq., as amended.

1.02. Additional Capital Balance. The Additional Capital Contributions of a Partner; in each case as reduced from time to time by all cash distributions to such Partner which are in reduction of a Partner's Additional Capital Balance; and in each case as increased from time to time by any contributions by such Partner which are Additional Capital Contributions.

1.03. Additional Capital Contributions. Any additional cash contributions of a Partner to the capital of the Partnership made pursuant to Sections 3.03 hereof.

1.04. Administrative General Partner. The entity identified as Administrative General Partner in the caption hereof.

1.05. Book Value. With respect to any asset, the asset's adjusted basis for federal income tax purposes, except that (i) where an asset has been revalued on the books of the Partnership the Book Value of such asset shall be adjusted to reflect such revaluation; (ii) where an asset has been contributed by a Partner to the Partnership or distributed by the Partnership to a Partner its Book Value shall be its agreed fair market value; and (iii) the Book Value of Partnership assets shall be adjusted to reflect the Depreciation taken into account with respect to such assets for purposes of determining Profits or Losses.

1.06. BOP Preference Capital. The Capital Contribution made by Administrative General Partner as reflected on Exhibit "A" attached hereto and made a part hereof. BOP Preference Capital shall be part of the Administrative General Partner's Capital Balance and Capital Account.

1.07. BOP Preferred Cumulative Return. The cumulative right given to Administrative General Partner, which right is hereby granted, to receive in respect of each quarter of each Fiscal Year a sum equal to ten percent (10%) per annum, compounded annually, of such Partner's then aggregate, outstanding BOP Preference Capital (computed from time to time during any such Fiscal Year to reflect reductions in or additions to such BOP Preference Capital); and if such BOP

Preference Capital shall at any time be reduced to zero, then the BOP Preferred Cumulative Return shall thereupon cease and shall not be renewed by virtue of any future capital. The BOP Preferred Cumulative Return shall begin on the date the BOP Preference Capital is advanced. Any amounts to be distributed in connection with the foregoing during the first Fiscal Year in which the BOP Preferred Cumulative Return begins shall be reduced ratably in the same ratio as the number of days remaining in such first Fiscal Year bears to 365, and all amounts to be distributed on other than the last day of a Fiscal Year shall be computed ratably based on the elapsed portion of such Fiscal Year. The BOP Preferred Cumulative Return shall be payable as specified in this Agreement only from funds available to the Partnership from Net Cash Flow, Net Refinancing Proceeds, Net Sale Proceeds or proceeds upon the Partnership's liquidation, and shall not (i) create a debt of the Partnership to any Partner to the extent that any such funds are not available for distribution, or (ii) constitute a guaranteed payment as defined in Section 707(c) of the Code.

1.08. Building. The office building known as Two Tower Bridge, consisting of an office building consisting of approximately 82,705 square feet, with the structured parking area immediately adjacent thereto.

1.09. Capital Accounts. The capital accounts of the Partners, as described in Section 3.01 hereof and Exhibit "A".

1.10. Capital Balance. The Capital Contributions and Additional Capital Contributions of a Partner; in each case as reduced from time to time by all cash distributions to such Partner which are in reduction of a Partner's Capital Balance or a Partner's Capital Account; and in each case as increased from time to time by any contributions by such Partner which are Capital Contributions or Additional Capital Contributions. With respect to Managing General Partner and Limited Partner, the Capital Balance shall initially be as stated on Exhibit "A" hereof by reason of the adjustment of fair market value as set forth in Section 3.01 hereof.

1.11. Capital Contributions. The cash capital contributions of the Partners as described in Section 3.01 hereof and in Exhibit "A" hereto.

1.12. Certificate. The Original Certificate, or, if required by the Act, any amended and restated certificate with respect to the Partnership, which is executed now or hereafter by the General Partners and is filed for record as required by the Act.

1.13. Code. The Internal Revenue Code of 1986, as amended from time to time, and all successors thereto.

1.14. Contribution Percentage. The Contribution Percentages of the Partners, as set forth in Exhibit "A" hereto.

1.15. Cumulative Net Loss. For any Partner, the extent (if any) to which the aggregate amount of Losses and other items of loss or deduction allocated to such Partner in the current and all prior Fiscal Years shall exceed the aggregate amount of Profits and other items of income or gain allocated to such Partner in the current and all prior Fiscal Years.

1.16. Cumulative Net Profit. For any Partner, the extent (if any) to which the aggregate amount of Profits and other items income or gain allocated to such Partner in the current and all prior Fiscal Years shall exceed the aggregate amount of Losses and other items of loss or deduction allocated to such Partner in the current and all prior Fiscal Years.

1.17. Depreciation. For each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year (as a result of the revaluation of such asset or its contribution to the Partnership by a Partner), Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year or other period bears to such beginning adjusted tax basis; provided that if the beginning adjusted tax basis is zero, Depreciation for such Fiscal Year or other period shall be determined with reference to such beginning Book Value using any reasonable method selected by the Managing General Partner.

1.18. Fiscal Year. The calendar year.

1.19. Hypothetical Capital Account. With respect to any Partner, such Partner's Capital Account, after giving effect to the following adjustments:

(i) Such Capital Account shall be reduced to reflect the items described in clauses (4), (5) and (6) of Regulation
Section 1.704-1(b)(2)(ii)(d); and

(ii) Such Capital Account shall be increased by any amount such Partner is obligated to restore or is treated as being obligated to restore for purposes of Regulation Section 1.704-1(b)(2)(ii)(d), including such Partner's Minimum Gain Share and such Partner's share of Partner Minimum Gain.

1.20. Land. The real estate described in Exhibit "B" hereto.

1.21. Managing General Partner. Two Oliver Tower Associates, a Pennsylvania limited partnership.

1.22. Minimum Gain. An amount determined by computing, with respect to each nonrecourse liability of the Partnership, the amount of gain (of whatever character), if any, that would be realized by the Partnership if it disposed of (in a taxable transaction) the Partnership property subject to such liability in full satisfaction thereof, and by then aggregating the amounts

so computed. Such amount shall be determined in a manner consistent with Regulation Section 1.704-2(d).

1.23. Minimum Gain Share. For each Partner, such Partner's share of any Minimum Gain for the Fiscal Year (after taking into account any decrease in the Minimum Gain for such year), as determined under Regulation
Section 1.704-2(g).

1.24. Net Cash Flow. Net Cash Flow of the Partnership with respect to any calendar period shall mean gross receipts from the ownership or operation of the Project (excluding Net Refinancing Proceeds and Net Sale Proceeds), reduced by (i) cash disbursements, including, but not limited to, any payment to any creditor of the Partnership (other than on account of a Partners' Loan or Partners' Priority Loan) or any tenant entitled to a share of any such receipts, and (ii) a reasonable amount for, and any additions to, a reserve for contingencies, working capital, repairs, improvements, tenant improvements, tenant concessions, replacements, expenses and the payment of Partnership obligations, the amount of and any additions to such reserve to be established by the Managing General Partner and as approved by the Administrative General Partner.

1.25. Net Refinancing Proceeds. The proceeds realized by the Partnership upon any refinancing of a Partnership indebtedness, net of expenses incident to such refinancing and satisfaction of any indebtedness being refinanced and any right of any other creditor of the Partnership (other than on account of a Partners' Loan or Partners' Priority Loan) or any tenant to receive such proceeds or a portion thereof for repayment of indebtedness or as additional interest.

1.26. Net Sale Proceeds. The proceeds realized by the Partnership upon the sale of any Partnership asset, net of expenses incident to such sale, the payment of any Partnership indebtedness secured by or related to such asset and satisfaction of any right of any other creditor of the Partnership (other than on account of a Partners' Loan or Partners' Priority Loan) or any tenant to receive such proceeds or a portion thereof for repayment of indebtedness or as additional interest.

1.27. Nonrecourse Deductions. For each Fiscal Year, the Partnership deductions that are characterized as "nonrecourse deductions" under Regulation
Section 1.704-2(b)(1).

1.28. Operating Budget. A budget proposed by the Managing General Partner and approved by the Administrative General Partner for each fiscal year of the Partnership, and reviewed each calendar quarter, all in accordance with Section 4.0l.C(8) and Section 4.01(D) hereof.

1.29. Participation Percentage. The Participation Percentages of the Partners, as set forth in Exhibit "A" hereto.

1.30. Partner or Partners. Individually, a General Partner or a Limited Partner, and collectively, the General Partners and Limited Partner, including Persons admitted to the Partnership after the date hereof in accordance with the terms hereof.

1.31. Partner Minimum Gain. An amount determined by computing, with respect to each Partner Nonrecourse Debt, the Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a nonrecourse liability, determined in accordance with Regulation Section 1.704-2(i)(3).

1.32. Partner Nonrecourse Debt means nonrecourse Partnership debt for which one or more Partners bears an economic risk of loss, determined in accordance with Regulation Section 1.704-2(b)(4).

1.33. Partner Nonrecourse Deductions means, for each Fiscal Year, the Partnership deductions which are attributable to Partner Nonrecourse Debt and are characterized as "partner nonrecourse deductions" under Regulation
Section 1.704-2(i)(1).

1.34. Partners' Loans. All amounts loaned by the Partners to the Partnership pursuant to Section 3.04. hereof or in satisfaction of a Partner's own obligation under Section 3.05. hereof. Partners' Loans shall be payable, as set forth in this Agreement, from and out of Partnership assets, but otherwise shall be made on a "no-recourse" basis and no Partner shall have any personal liability in respect of any thereof.

1.35. Partners' Priority Loans. All amounts loaned by a Partner to the Partnership on behalf of another Partner pursuant to Section 3.05 hereof and all amounts loaned by a Partner to the Partnership by reason of satisfaction of a Guaranty by a Partner Affiliate as set forth in Section 3.06 hereof. Partners' Priority Loans shall be payable, as set forth in this Agreement, from and out of Partnership assets, but otherwise shall be made on a "no-recourse" basis and no Partner shall have any personal liability in respect of any thereof.

1.36. Preferred Cumulative Return. The cumulative right given to each Partner, which right is hereby granted, to receive in respect of each quarter of each Fiscal Year a sum equal to ten percent (10%) per annum, compounded annually, of such Partner's Additional Capital Balance (computed from time to time during any such Fiscal Year to reflect reductions in or additions to such Additional Capital Balance; and if such Partner's Additional Capital Balance shall at any time be reduced to zero, then the Preferred Cumulative Return shall thereupon be suspended until such time as such Partner's Additional Capital Balance returns to a positive figure). The Preferred Cumulative Return shall begin on the date of the first Additional Capital Contribution. Any amounts to be distributed in connection with the foregoing during the first Fiscal Year in which the Preferred Cumulative Return begins shall be reduced ratably in the same ratio as the number of days remaining in such first Fiscal Year bears to 365, and all amounts to be distributed on other than the last day of a Fiscal Year shall be computed ratably based on the elapsed portion of such Fiscal Year. The Preferred Cumulative Return shall be payable as specified in this Agreement

only from funds available to the Partnership from Net Cash Flow, Net Refinancing Proceeds, Net Sale Proceeds or proceeds upon the Partnership's liquidation, and shall not (i) create a debt of the Partnership to any Partner to the extent that any such funds are not available for distribution, or (ii) constitute a guaranteed payment as defined in Section 707(c) of the Code.

1.37. Profits or Losses. The Partnership's net taxable income or loss for a Fiscal Year, as computed for federal income tax purposes (including all items of Partnership income, gain, loss or deduction regardless of whether such items are required to be separately stated under Section 702(a) of the Code), with the following adjustments:

(i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in determining Profits or Losses shall be added to such Profits or Losses;

(ii) Any expenditures of the Partnership described in
Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures pursuant to Regulation Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profits or Losses shall be subtracted from such Profits or Losses;

(iii) In any case where, in accordance with Regulation
Section 1.704-1(b)(2)(iv)(e) or (f), Partnership property is revalued on the books of the Partnership to reflect its fair market value, the amount of such upward or downward adjustment (to the extent not previously taken into account) shall be taken into account as gain or loss from a taxable disposition of such property for purposes of computing Profits or Losses;

(iv) Gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from such Book Value;

(v) In lieu of the depreciation, amortization and other cost recovery deductions taken into account for federal income tax purposes, Depreciation as defined herein shall be taken into account in computing Profits or Losses; and

(vi) Notwithstanding any other provision of this definition, Nonrecourse Deductions, Partner Nonrecourse Deductions and any items of income, gain, loss or deduction which are specially allocated pursuant to subsections C, E or F of Section 5.05(a) below shall not be taken into account in computing Profits or Losses.

1.38. Project. That certain Land and office building known as Two Tower Bridge consisting of approximately 82,705 square feet, as the same may be modified from time to time, together with all right, title and interest of the Partnership to all related improvements, parking and amenities, including, but not limited to, that certain parking facility which is structurally part

of the Project and the top deck of which is currently leased to the Borough of Conshohocken or a public authority for public parking.

1.39. Project Costs. All costs and expenses associated with the carrying of the Project and leasing of the Project, any future improvements, whether for tenants or otherwise, which have been or are incurred or committed to by the Partnership prior to or after the date hereof, including, without limitation, all costs and expenses hereafter incurred in design fees, permit fees and non-refundable deposits; fees (including, without limitation, financing fees, fees paid for or in connection with any loans to the Partnership, origination or other fees paid in connection with any loan of the Partnership); debt service payments, including, but not limited to, interest, principal and other costs and charges, on all loans to or borrowings by the Partnership (excluding Partners' Loans and Partners' Priority Loans); costs of closing loans to the Partnership; real estate taxes; insurance premiums; promotional, legal, accounting, management and other incidental fees and expenses incurred or committed to by the Partnership; costs incurred in leasing space in or maintaining and operating the Project (including, but not limited to, brokerage fees or commissions paid to brokers); and all other costs or expenses paid, incurred or committed to by the Partnership after the date hereof relating to the Project.

ARTICLE II

GENERAL PROVISIONS

2.01. Admission of Partners. Administrative General Partner is hereby admitted as a General Partner of the Partnership. Upon the admission of Administrative General Partner as aforesaid, the Participation Percentages and Contribution Percentages of the Partners are and shall be as set forth on Exhibit "A" hereto.

2.02. Continuation and Term. The Partners hereby agree to continue the business of the Partnership pursuant to the provisions of the Act and on the terms set forth in this Agreement. The term of the Partnership commenced on the date on which the Partnership's Original Certificate of Limited Partnership was filed for record as provided by the Act, and shall continue until the Partnership is dissolved pursuant to Article X hereof.

2.03. Name. The business of the Partnership shall be carried on under the name "Two Tower Bridge Associates" or under such other name as the General Partners (acting by their unanimous consent) may from time to time designate.

2.04. Purpose. The purpose and character of the business of the Partnership shall be to (i) acquire, control and own the Project in accordance with the terms of this Agreement, (ii) operate and maintain the Project and lease space in the Project to others, and (iii) do all things necessary or appropriate to effect any part or all of the foregoing.

2.05. Places of Business. The Partnership's principal place of business shall be at c/o Oliver Tyrone Pulver Corporation, One Tower Bridge, Suite 900, Conshohocken, Pennsylvania 19482, or at such other principal office of the Managing General Partner as it may from time to time establish.

The Partnership may have such other or additional places of business within or without the Commonwealth of Pennsylvania as the General Partners (acting by their unanimous consent) may from time to time designate.

2.06. Nature of Partners' Interests; Non-Partition. The interests of the Partners in the Partnership shall be personal property for all purposes. All property owned by the Partnership, whether real or personal, tangible or intangible, shall be owned by the Partnership as an entity, and no Partner individually shall have any ownership of such property. No Partner shall be entitled to seek partition of any Partnership property.

2.07. Partnership Income. Managing General Partner acknowledges and agrees that Brandywine Realty Trust, the general partner of Brandywine Operating Partnership, L.P. ("BOP"), a limited partner in Administrative General Partner, is a real estate investment trust, as defined in the Code. So long as BOP is a partner in Administrative General Partner, the Partnership shall endeavor to manage its affairs such that the Partnership does not intentionally earn any income for tax purposes or intentionally acquire any assets other than income and assets as follows:

(i) at least 95% of the Partnership's annual gross income is to be derived from (A) dividends; (B) interest; (C) rents from real property; (D) gain from the sale or other disposition of stock, securities and real property (including interests in real property and interests in mortgages on real property) which is not property described in section 1221(1); (E) abatements and refunds of taxes on real property; (F) income and gain derived from foreclosure property (as defined in subsection (e)); (G) amounts (other than amounts the determination of which depends in whole or in part on the income or profits of any person) received or accrued as consideration for entering into agreements (a) to make loans secured by mortgages on real property or on interests in real property or (b) to purchase or lease real property (including interests in real property and interests in mortgages on real property); and (H) gain from the sale or other disposition of a real estate asset which is not a prohibited transaction solely by reason of Code
Section 857(b)(6);

(ii) at least 75% of the Partnership's annual gross income (excluding gross income from prohibited transactions as defined for purposes of Code Section 865(c)(3)) is to be derived from (A) rents from real property; (B) interest on obligations secured by mortgages on real property or on interests in real property; (C) gain from the sale or other disposition of real property (including interests in real property and interest in mortgages on real property) which is not property described in Code Section 1221(1); (D) dividends or other distributions on, and gain (other than gain from prohibited transactions) from the sale or other disposition of, transferable

shares (or transferable certificates of beneficial interest) in other real estate investment trusts which meet the requirements of Code Section 856; (E) abatements and refunds of taxes on real property; (F) income and gain derived from foreclosure property (as defined in Code Section 856(e)); (G) amounts (other than amounts the determination of which depends in whole or in part on the income or profits of any person) received or accrued as consideration for entering into agreements (a) to make loans secured by mortgages on real property or on interests in real property or (b) to purchase or lease real property (including interests in real property and interests in mortgages on real property); (H) gain from the sale or other disposition of a real estate asset which is not a prohibited transaction solely by reason of Code Section
857(b)(6); and (I) qualified temporary investment income; and

(iii) at the close of each quarter of each taxable year (A) at least 75% of the value of its total assets is represented by real estate assets, cash and cash items (including receivables), and Governmental securities; and (B) not more than 25 percent of the value of its total assets is represented by securities (other than those includible in calculating the 75% test in the preceding clause) for purposes of this calculation limited in respect of any one issuer to an amount not greater in value than 5 percent of the value of the total assets of the Partnership and to not more than 10 percent of the outstanding voting securities of such issuer.

Notwithstanding anything to the contrary contained herein, the Partnership may have income and assets which do not comply with the above subsections (i),(ii) and (iii) if the effect of such noncompliance does not and would not reasonably be expected to cause Brandywine Realty Trust to violate the provisions of Code Section 856. All terms used in this section 2.07 shall have the meaning ascribed to them for purposes of Code Section 856. Receipt of income or acquisition of assets which does not satisfy the criteria set forth in this Section 2.07 shall not give rise to any claim for damages, consequential or otherwise.

ARTICLE III

CAPITAL CONTRIBUTIONS; LOANS

3.01. Capital Contributions.

A. Prior to the date hereof, the Managing General Partner and the Limited Partner have contributed cash to the Partnership in the amounts set forth opposite their names on Exhibit "A" hereto. The Partners further agree that the Project shall be revalued on the books of the Partnership to reflect its fair market value as of the date hereof and that the Capital Accounts and Capital Balances of the Managing General Partner and the Limited Partner as of the date hereof shall be restated as set forth on Exhibit "A" hereto.

B. Upon its execution of this Agreement, the Administrative General Partner shall contribute to the capital of the Partnership the amount of cash set opposite its name on Exhibit "A" attached hereto.

3.02. Capital Accounts. A Capital Account shall be determined and maintained for each Partner on the books and records of the Partnership in accordance with the following provisions:

A. As of the date of this Agreement, each Partner's Capital Account shall be as set forth on Exhibit "A" hereto. After the date hereof, each Partner's Capital Account shall (i) be increased by the amount of money contributed by it to the Partnership, by the fair market value of property contributed by it to the Partnership (net of liabilities secured by such contributed property) and the amount of Profits and other items of Partnership income or gain allocated to such Partner under Section 5.05, and (ii) be decreased by the amount of money distributed to it by the Partnership, by the fair market value of property distributed to it by the Partnership (net of liabilities secured by such distributed property) and the amount of Losses and other items of Partnership deduction, loss or expense allocated to such Partner under Section 5.05.

B. Except as otherwise expressly provided herein, it is intended that the Capital Accounts shall be determined and maintained throughout the full term of the Partnership in accordance with the capital accounting rules of Regulation Section 1.704-1(b)(2)(iv), and that all provisions in this Agreement of the Regulations relating to the maintenance of Capital Accounts shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partners shall determine that it is prudent to modify the manner in which the Capital Accounts, or any credits or charges thereto, are computed in order to comply with such Regulations, the General Partners shall make such modification, provided that it is not likely to have a material effect on the amounts distributable to the Limited Partner upon the dissolution and liquidation of the Partnership.

C. In the event of a transfer of an interest in the Partnership, the Capital Account of the transferor Partner that is attributable to the transferred interest shall be carried over to the transferee of such interest and adjusted as provided in the Regulations under section 704 of the Code.

3.03 Capital Calls.

A. Whenever any General Partner determines that additional capital is required by the Partnership for Project Costs, such General Partner may, by written notice to all Partners, call for Additional Capital Contributions from all partners (each, a "Capital Call"). These Additional Capital Contributions shall be payable in cash or, if such General Partner making the Capital Call so permits, a note to the Partnership no later than the date specified in the notice, which date shall be no sooner than fifteen
(15) days after notice is given. Each Partner shall contribute the sum required based upon such Partner's Contribution Percentage in the Partnership. In the event of a failure of any Partner to make a requested Additional Capital

Contribution the rights of the Partners and the Partnership shall be governed by Section 3.04 and 3.05 hereof.

B. The Capital Contributions of the Partners, all Partnership borrowings, and any Additional Capital Contributions, Partners' Loans and Partners' Priority Loans made pursuant to this Agreement shall be used and applied only (i) in accordance with an Operating Budget, (ii) Project Costs, or (iii) for any other Partnership purpose as determined and agreed to by all of the General Partners.

3.04. Additional Capital Contributions; Partners' Loans.

A. Except as expressly set forth in this Article III, no Partner shall be required to make any Additional Capital Contributions, Partners' Loans or Partners' Priority Loans to the Partnership.

B. If any Partner advances any funds to the Partnership after the date of this Agreement (except as provided for in Section 3.03. above or 3.05 below), which advances are not otherwise specifically designated as Capital Contributions, Additional Capital Contributions, or Partners' Priority Loans, such advances will be treated as Partners' Loans, will not increase such Partner's Participation Percentage, and the amount thereof will be a debt due from the Partnership to such Partner, entitled to the priorities described in Article V and Section 10.03 hereof, to be repaid with such interest as will be expressly agreed upon by all of the General Partners, or, in the absence of agreement, with interest at a rate equal to ten percent (10%) per annum.

C. Except as set forth in Section 3.05 hereof, in no event may any Partner advance any funds to the Partnership after the date of this Agreement and have such advances treated as Partners' Loans unless such advances are approved by each of the General Partners.

3.05. Procedures Upon a Failure to Make an Additional Capital Contribution; Partners' Priority Loans.

A. In the event any Partner (a "Non-Contributing Partner") shall fail for any reason, in accordance with the provisions of Section 3.03 hereof, to provide all or any part of the advances due the Partnership from it hereunder within the period provided by such notice, then each Partner which has made the advance, if any, required to be made by it pursuant to such
Section (a "Contributing Partner") shall have and is hereby given the right and election, but not the obligation, in all cases exercisable within ten (10) consecutive days following expiration of the period provided by such notice as aforesaid, (i) to withdraw the advance so made by it, or (ii) not to withdraw the advance so made and, at its election, thereupon to advance all or any part of the deficiency. The amount to be contributed by each Partner electing to contribute such non-contributed funds shall be as agreed among such electing Partners or, in the absence of an agreement, shall be in proportion to their respective relative Contribution Percentage in the Partnership. The amount contributed by the Contributing Partner in satisfaction of its own

obligation shall be treated as a Partner Loan, and any deficiency amounts advanced on behalf of a Non-Contributing Partner shall be treated as a Partners' Priority Loan to the Partnership. Neither such Partner Loan nor such Partners' Priority Loan will increase such Contributing Partner's Participation Percentage or Contribution Percentage, and the amount thereof will be a debt due from the Partnership to such Contributing Partner, entitled to the priorities described in Article V and Section 10.03 hereof, to be repaid with such interest as will be expressly agreed upon by all of the General Partners, or in the absence of agreement, with interest at a rate equal to ten percent (10%) per annum.

B. The rights, powers and remedies set forth in the foregoing provisions of this Section 3.05 shall be the sole and exclusive remedies in the event of a failure or series of failures to fund Capital Calls provided for in Section 3.03.

3.06. Partner Affiliate Guaranties; Partners' Priority Loans. In the event any person or entity which owns an interest in, directly or indirectly, any of the General Partners (a "Partner Affiliate") guarantees or agrees to become surety for payment or performance under any loan (other than a Partners' Loan or Partners' Priority Loan) to the Partnership, and any amount which is required to be advanced by such Partner Affiliate under such guaranty is advanced by or for the benefit of the Partnership, then the sum so advanced shall be deemed to be a Partners' Priority Loan of such Partner. Such Partners' Priority Loan will not increase such contributing Partner's participation percentage or contribution percentage, and the amount thereof will be a debt due from the Partnership to such contributing Partner, entitled to priorities described in Article V and Section 10.03 hereof, to be repaid with such interest as will be expressly agreed upon by all of the General Partners, or in the absence of agreement, with interest at a rate equal to ten percent (10%) per annum.

ARTICLE IV

MANAGEMENT OF THE PARTNERSHIP

4.01. Duties and Powers of the General Partners.

A. The Partnership will be managed and the conduct of its business will be controlled solely by the General Partners. Any action to be taken or determination to be made by the General Partners shall mean action taken or determination made by the General Partners acting by their unanimous approval.

B. Each General Partner, subject to the terms, conditions, restrictions and limitations contained herein, will possess all of the powers and rights of a general partner under the Act.

C. Except as otherwise provided in this Agreement, the Managing General Partner shall have the following powers and duties and the Managing General Partner is authorized on behalf of the Partnership to do or cause to be done the following at Partnership expense (subject, however, to the terms, conditions, restrictions and limitations contained herein):

(1) obtain title insurance on Partnership property, and execute all affidavits and other documents necessary in connection therewith (the identity of the title insurer and the amount, extent, nature, terms and conditions of the insurance coverage shall in all cases be subject to the approval of the Administrative General Partner);

(2) prepare and distribute, or cause to be prepared and distributed, the statements and reports described in Article VI hereof;

(3) with the prior approval of all General Partners, enter into agreements for long term, standby and any other loans to or borrowings by the Partnership; execute, with the prior approval of all of the General Partners and in the name and on behalf of the Partnership, all notes, mortgages and other agreements, instruments or documents necessary in connection therewith; and confess judgment against the Partnership as part of or in connection with any loan or borrowing by the Partnership approved by the General Partners; it being understood and recognized that unless the General Partners shall expressly agree to the contrary, every mortgage, note or other evidence of indebtedness, and every lease, sublease, contract or other agreement of any kind entered into by or on behalf of the Partnership shall contain a provision, satisfactory to the General Partners, limiting the claims of all third parties to the assets of the Partnership and expressly waiving all rights of such third parties to proceed against any Partner individually, or against any officer, director, shareholder or partner of a corporate or partnership Partner, except to the extent of their interest in the Partnership;

(4) with the prior approval of all General Partners, pay to any person or persons placing the same, in respect of the placing of any loans to or borrowings by the Partnership, a mortgage brokerage, placement or similar fee;

(5) enter into a leasing agency contract with Oliver Tyrone Pulver Corporation substantially in the form of Exhibit "C" hereto, which may be modified only with the consent of the Administrative General Partner. No other contract for leasing agency shall be entered into except with the consent of the Administrative General Partner.

(6) purchase and maintain fire and extended coverage; liability, workmen's compensation, rental loss and other insurance with respect to the Land, Project and other property of the Partnership, or otherwise, all in accordance with the provisions of Article IX hereof;

(7) enter into a management contract substantially in the form of Exhibit "D" attached hereto between the Partnership and Oliver Tyrone Pulver Corporation,

which may be modified only with the consent of the Administrative General Partner. No other management contract shall be entered into except with the consent of the Administrative General Partner.

(8) prepare and deliver to each General Partner for its approval, on the date hereof and thereafter at least thirty (30) days prior to the beginning of each calendar year, an Operating Budget with respect to such calendar year. An Operating Budget containing budget categories for the current calendar year is attached hereto as Exhibit "D-1" (and, if the current calendar year is 1998, such categories have been completed). Each Operating Budget shall set forth all receipts projected for the period of such Operating Budget, all expenses, by category, of owning and operating the Project (including capital improvements not included in Project Costs) projected to be incurred during such period and a contingency reserve in an amount of not less than 10% of the other budgeted expenses. Each General Partner shall have fifteen (15) business days next following receipt to respond to such Operating Budget, and its failure so to respond within such fifteen day period shall be deemed an acceptance and approval of such Operating Budget. Following the approval of an Operating Budget by all General Partners, the Managing General Partner shall have the power to do all of the following with respect to the period covered by such approved Operating Budget without the consent or joinder of any other Partner, so long as the aggregate of expenditures for all items included (i) within the entire Operating Budget approved for such period does not exceed the total amount allocated therein, and (ii) within each category in the Operating budget approved for such period does not exceed (x) the total amount allocated therein for such category, plus (y) the amount of any unused contingency, plus (z) the amount unused or unneeded from any other category if the work or services covered in such other category have been fully performed to the satisfaction of all General Partners (and provided further that if the General Partners are unable to agree on an Operating Budget for any specific period, then the Managing General Partner shall be permitted to act under the most recently approved Operating Budget (without restriction for the amounts allocated for taxes, insurance and utilities) until the new Operating Budget is approved or unless the provisions of Section 7.06 hereof have become operative):

(a) effect normal operating repairs, replacements or improvements to the Project, as needed, and, subject to subsection (b) below and the approved Operating Budget, any such work required by a tenant of the Project in connection with the leasing or releasing of space in the Project in the ordinary course of business;

(b) enter into leases for the occupancy of space in the Project by tenants (including Partners or their affiliates), at rentals no less than those set forth in the then approved Operating Budget and on such lease form and within such leasing guidelines as may then have been approved by all General Partners;

(c) make all required payments of principal and interest with respect to any indebtedness of the Partnership;

(d) pay all taxes and assessments levied against the Land, Project and other property of the Partnership, or any part thereof;

(e) employ and dismiss from employment any and all employees and agents, and obtain all legal, leasing, accounting and other services necessary in connection with the operation or management of the Project or other property of the Partnership; provided, however, that Managing General Partner shall have no right to dismiss the asset manager of the Project without the consent of Administrative General Partner; and

(f) generally, and except as expressly prohibited herein, do all things in connection with any of the foregoing, generally manage and administer the day-to-day business and affairs of the Partnership and execute all documents on behalf of the Partnership in connection therewith, pay as a Partnership expense all costs or expenses connected with the operation or management of the Partnership or the Project (except as otherwise provided herein), and sign or accept all checks, notes and drafts on the Partnership's behalf except as otherwise provided herein all in a manner consistent with the Operating Budget.

D. The Managing General Partner shall meet with designated representatives of the Administrative General Partner on a quarterly or such other periodic basis as the General Partners may agree, at the offices of the Managing General Partner, to report on the operations of the Partnership and to report on and, if appropriate, jointly revise the Operating Budget, the development and marketing plans, and to consider and pass upon other matters which have been submitted to the Partners for their review or approval. In amplification of the foregoing, it is expressly recognized, acknowledged and agreed that all General Partners shall be permitted to, and intend to, participate actively in the management of the Partnership and its operations, including specifically, but without limitation, participation in: the review and approval of Operating Budgets; the review and revision of leasing plans and guidelines, and leasing and marketing plans and strategies; and the review of capital improvement plans for the Project.

E. No principal or other affiliate of the Managing General Partner shall be obligated to devote his or their exclusive time and effort to the affairs of the Partnership, but each shall devote so much of his or their time and effort to the management and other affairs of the Partnership as may be reasonably required to promote the purposes of the Partnership in an efficient, effective and diligent manner.

Notwithstanding anything to the contrary contained herein, the Managing General Partner shall be obligated to employ and maintain such employees and agents as shall be necessary in order to fully perform the duties described herein, including, but not limited to, the creation and distribution of monthly cash flow reports and balance sheets. The Partnership shall reimburse the Managing General Partner for the expenses of such employees and agents allocated to the affairs of the Partnership.

F. No General Partner shall be liable, responsible or otherwise accountable to the Partnership or to any Partner for any acts or omissions in good faith performed or omitted by it or on its behalf in furtherance of the interests of the Partnership and within the scope of the authority hereunder, unless such acts or omissions were fraudulent, in bad faith or a result of wanton and willful misconduct or gross negligence. In amplification of the foregoing, no General Partner shall be deemed to have violated any of its responsibilities or duties hereunder if the performance of such responsibilities or duties shall require the consent or approval of another Partner or Partners and if such consent or approval shall have been withheld.

4.02. Fees, Compensation and Reimbursement of Expenses. Except as expressly set forth herein or in Exhibit "C" or "D" hereto, or as approved in writing by all the General Partners, no Partner, no affiliate of a Partner, no shareholder, officer, director or partner of a Partner or any affiliate, and no corporation or any other entity owned or controlled by a Partner or by any affiliate shall be entitled to any fees or other compensation, including without limitation any brokerage or other commission or any other payment or compensation on account of the leasing, operations, management, financing, refinancing or sale of the Land or the Project or of any interest therein or part thereof.

4.03. Concerning the Limited Partners. The Limited Partners shall not take part in the management or control of the business of the Partnership, nor shall the Limited Partners have any personal liability with respect to liabilities and obligations of the Partnership. Each Limited Partner, by its execution hereof and without in any way limiting the powers and authority of the General Partners contained elsewhere herein, hereby expressly consents to the sale, mortgaging, leasing, exchange or other disposition of the Project or any interest therein or part thereof and to any confession of judgment against the Partnership, each of the foregoing to be on such terms and conditions as the General Partners may approve.

4.04. Sale or Refinancing. No General Partner shall have the power or authority, without the written joinder, consent and approval of all the General Partners: (i) to sell, exchange, lease or otherwise dispose of (or enter into any contracts for any such sale, exchange, lease or other disposition of) all or any portion of the Land, Project or other Partnership property, or modify any of the terms of any of the foregoing; or (ii) to borrow, whether such loans are secured or unsecured, any funds on behalf of the Partnership or refinance, increase, consolidate, extend or otherwise modify any of the terms of any Partnership indebtedness. None of the foregoing limitations shall require the consent, approval or any other action by any Limited Partner; nor shall such limitations be applicable to the lease of space in the Project in the ordinary course of Partnership business, and the Managing General Partner, on behalf of the Partnership, shall be permitted from time to time to enter into such leases without the approval of any other General Partner if such leases are in accordance with the then approved Operating Budget and schedule of rents, and are on the other terms and conditions, required by Section 4.0l.C(8)(b) above.

4.05. Bank Accounts. All funds of the Partnership will be deposited in a bank located in Philadelphia, Pennsylvania, in such Partnership bank account or accounts as designated from time

to time by the General Partners. Withdrawals from any such bank account or accounts will be made upon such signature or signatures as the General Partners may from time to time designate.

4.06. Consents and Approvals.

A. Except as otherwise expressly provided for in Section 4.06(B) hereof or elsewhere in this Agreement, whenever a Partner desires to take any action which requires the consent or approval of any or all of the Partners, the requesting Partner shall give written notice thereof (delivered in accordance with the requirements of Article XI hereof) to each Partner from whom any such consent or approval is required, describing the proposed action in sufficient detail to enable such Partner or Partners to exercise an informed judgment with respect thereto. As soon as practicable thereafter, each such Partner shall give the requesting Partner written notice (delivered in accordance with the requirements of Article XI hereof) that it either consents to or approves, or does not consent to or approve the proposed action (setting forth its reasons therefor if it does not so consent or approve). In the event that any such Partner fails to respond (as provided herein) on or before the fifteenth (15th) business day following notice (as provided herein) of any such proposed action by a Partner, that Partner shall be conclusively presumed to have consented to or approved such action.

B. Whenever the Managing General Partner shall require on an expedited basis the consent of the other General Partner in connection with a proposed deviation from the adopted leasing terms or lease form not permitted by the leasing guidelines established pursuant to Subsection 4.01.C(8) (b) hereof, or a proposed deviation from an Operating Budget adopted by the General Partners pursuant to Subsection 4.0l.C(8) hereof, the Managing General Partner shall notify the Administrative General Partner of such proposed change or deviation in writing. If Administrative General Partner shall fail to approve or disapprove of such deviation within forty-eight (48) hours after receipt by Administrative General Partner of written request therefor, Administrative General Partner shall be conclusively presumed to have consented to or approved such action.

4.07. Concerning Persons Other Than Partners. The limitations on the actions of the General Partners contained in this Article IV shall be effective only as among the Partners themselves, and shall not be binding upon or have any effect on persons other than Partners dealing with the General Partners, including without limitation any lender or mortgagee, all of whom shall be entitled to presume (without the necessity of any inquiry whatsoever) that any General Partner has complete, unlimited and exclusive authority to borrow money and to manage, supervise, control, transfer, sell, convey, pledge, mortgage, encumber, lease or otherwise dispose of, or contract with respect to, all or any part of the Partnership's property.

4.08. Indemnification of the General Partners. The Partnership shall indemnify, defend and hold harmless each General Partner, each officer or director of a corporate General Partner and each partner of a partnership General Partner and each trustee or officer of any such partner, and any other person acting as agent of any General Partner of the Partnership and to which agent

the General Partners shall specifically and in writing have conferred rights under this Section 4.08, against any loss, expense, damage, claim, liability, obligation, judgment or injury suffered or sustained by him, it, them or any of them by reason of any act, omission or alleged act or omission by him, it, them or any of them arising out of his, its or their activities on behalf of the Partnership or in furtherance of the interests of the Partnership, including, without limitation, any judgment, award, settlement, reasonable attorney's fees and other costs or expenses as incurred in connection with the defense of any actual or threatened actions, proceedings or claims, all costs of which shall be charged to and paid by the Partnership as incurred; provided, however, that the acts, omissions or alleged acts or omissions upon which such actual or threatened actions, proceedings or claims are based were performed or omitted in good faith and were not fraudulent, in bad faith or as a result of wanton and willful misconduct or gross negligence by the party to be indemnified, defended and held harmless under this Section.

4.09. Representations and Warranties of the Managing General Partner.

A. To induce Administrative General Partner to become a Partner of the Partnership, the Managing General Partner hereby represents, warrants and certifies to Administrative General Partner that it has no actual knowledge contrary to any of the following:

(1) The Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. The Partnership conducts no business other than the ownership, management and operation of the Project. The Partnership has the power and authority to own its property, and to carry on its business as presently conducted or contemplated. The Partnership is not in violation of any term of the Original Agreement, as amended to date. The Partnership has not, to the knowledge of the Managing General Partner, committed any material default in the obligation to pay money under any indenture, mortgage, agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to it, nor has the Partnership received any notice that it has committed any other material default under any of the foregoing.

(2) (A) Except as set forth in subsections 2(B) and 2(C) hereof, the execution and delivery of this Agreement (including the admission of the Administrative General Partner as a Partner of the Partnership) will not result in the violation of any of the terms of the Original Agreement, as amended to date, and will not result in a breach of, or constitute a default under, any indenture, mortgage or agreement to which the Partnership is a party or by which its assets are bound, or any decree, order or rule of any court or governmental agency or any provision of applicable law which is binding on the Partnership or on any of its assets, or result in the creation or imposition of any mortgage, lien, charge, assessment, encumbrance, claim or restriction on such assets or give to others any interest or rights therein or create in any third party the right to modify, terminate, accelerate or otherwise declare a default under any instrument or contract to which the Partnership is a party or by which its assets are bound.

(B) Notwithstanding anything to the contrary contained in herein, Administrative General Partner acknowledges that Managing General Partner has provided Administrative General Partner with copies of (1) a Promissory Note in the original principal amount of Two Hundred Seventy-Two Thousand Nine Hundred Dollars ($272,900.00) increased to Five Hundred Thousand Dollars ($500,000.00), from the Partnership to the Redevelopment Authority of the County of Montgomery (the "RDA"), (2) a Promissory Note in the stated principal amount of One Hundred Fifty Thousand Dollars ($150,000.00) from the Partnership to the RDA and (3) a Promissory Note in the stated principal amount of Three Million Three Hundred Thirty Thousand Dollars ($3,330,000.00) from the Partnership to the Borough of Conshohocken (the "Borough"), together with the loan agreements, mortgages, assignment of leases, mortgage subordination agreements and all other agreements executed in connection therewith as listed on Exhibit "E" attached hereto and made a part hereof (all such documents, collectively, the "Subordinate Debt Documents"). Administrative General Partner acknowledges and agrees that, except as specifically set forth in the following sentence, Managing General Partner makes no representations with respect to the effect, if any, of this Agreement upon, or the correctness of the representations and warranties contained in this Agreement with respect to, such notes, loan agreements, mortgages, mortgage subordination agreements or other agreements or the loans evidenced thereby. Managing General Partner represents and warrants that (i) there are no material Subordinate Debt Documents except those which have been delivered to Administrative General Partner and (ii) Managing General Partner has received no notice that the execution and delivery of this Agreement (including the admission of the Administrative General Partner as a Partner of the Partnership) will result in a breach of, or constitute a default under any of the Subordinate Debt Documents or result in the creation or imposition of any additional lien, charge, assessment, encumbrance, claim or restriction on the Project, or any portion thereof, or give to the holders of the Subordinate Debt Documents any additional interest or rights in the Project or create any right to modify, terminate, accelerate or otherwise declare a default under the Subordinate Debt Documents.

(C) Notwithstanding anything to the contrary herein, Administrative General Partner acknowledges that the Partnership intends, immediately following the execution and delivery of this Agreement, to prepay all sums due and payable under that certain Note (the "AFL Loan") in the original principal amount of Eight Million Six Hundred Seventy-Three Thousand Dollars ($8,673,000.00) in favor of Mercantile-Safe Deposit & Trust Company, dated August 17, 1992, which Note is secured by a mortgage recorded August 26, 1992 in Mortgage Book 6952, Page 27 in the Office for the Recording of Deeds and Mortgages in and for Montgomery County, Pennsylvania. The prepayment of such indebtedness shall be governed by the terms and conditions of a certain Project Participation Agreement dated as of November 3, 1997 by and among, among other parties, Brandywine Operating Partnership, L.P., Managing General Partner, Administrative General Partner Four Oliver Tower Associates and Limited Partner.

(3) Except for: (i) liabilities disclosed in the balance sheet (the "Balance Sheet") attached as Exhibit "F" hereto (which Balance Sheet (a) has been prepared in accordance

with the books and records of the Partnership and (b) fairly presents the Partnership's financial position as of its date), (ii) liabilities arising in the ordinary course of business since the date of the Balance Sheet consistent with past practice, including, but not limited to, liabilities to tenants, and
(iii) liabilities of the Partnership not disclosed in the Balance Sheet which have arisen since the date of the Balance Sheet (A) which are less than One Thousand Dollars ($1,000) individually or (B) which exceed One Thousand Dollars ($1,000.00) and are identified on Exhibit "G" hereto, the Partnership is not subject to liabilities of any nature, whether matured or unmatured, fixed or contingent. Such Balance Sheet reflects that current assets exceed current liabilities (other than any liability which arises in connection with the prepayment of the first mortgage loan intended to be repaid at the time this Agreement is executed by both parties).

(4) All federal, state and local tax returns and reports of the Partnership required by law to be filed have been duly and timely filed (or extensions of the same have been timely filed), and all taxes, assessments, fees and other governmental charges on or against the Partnership or upon its properties, assets, income or franchises which are shown thereon and for which a penalty or interest would be payable if such tax were not paid prior to the date hereof have been paid.

(5) Since the date of the Balance Sheet, there has not been any (i) material adverse change in the financial condition or in the operations, business or property of the Partnership or (ii) damage, destruction or loss, whether covered by insurance or not, adversely affecting the operations, business or property of the Partnership. Administrative General Partner acknowledges and agrees that the termination of the Lease with Bryn Mawr Trust approximately three (3) months prior to its scheduled expiration does not constitute a material adverse change and that Administrative General Partner is executing this Agreement with the understanding that the Partnership's liabilities may include commissions, tenant fit-up allowances and tenant inducements for Hayden Real Estate, Inc. entering into Bryn Mawr Trust's space, all as disclosed in other Exhibits hereto.

(6) Except as set forth on Exhibit "H" attached hereto and made a part hereof, there is no suit, action or legal, administrative, arbitration or other proceeding or governmental investigation, pending or, to the best of its knowledge, threatened, which might adversely affect the business or property of the Partnership other than claims which are covered by insurance.

(7) The Partnership is not a party to, and is not bound by, any material contract, agreement or other paper regarding the Project which is not terminable by the Managing General Partner at will without further liability, upon not more than thirty (30) days' notice, except as specifically identified in Exhibit "I" and the service contracts listed on Schedule "J" hereto. Where copies of any agreements have been delivered by the Managing General Partner or the Partnership to Administrative General Partner, whether prior to or pursuant to this Agreement, in each case, such copies: (i) are exact copies of the originals of said documents, as executed and delivered by all of the parties thereto; (ii) to the best of Managing General Partner's

knowledge, constitute, in each case, the entire agreement between the parties thereto with respect to the subject matter thereof, and the original instruments in the form delivered to Administrative General Partner are now in full force and effect, and valid and enforceable in accordance with their respective terms, and no party thereto has issued any notice of default, and no claim of default by any party has been made or is now pending; and (iii) have not been changed or amended except for amendments, if any, specifically referred to therein.

(8) No proceeding is now pending or, to the best of Managing General Partner's knowledge, threatened, for the acquisition or condemnation of the Building or any access thereto or any parking area, by eminent domain for any public or quasi-public use or purpose.

(9) There are no persons employed by the Managing General Partner or the Partnership in connection with the operation and maintenance of the Project.

(10) Exhibit "J" attached hereto is a complete list of all existing service, equipment, supply and maintenance contracts with respect to or affecting the Project (the "Service Contracts"). The Partnership has performed all obligations then due and not contested under all of the Service Contracts. Any amount subject to dispute in excess of $2,500 is listed on Exhibit "I" hereto.

(11) There are no public improvements in the nature of off-site improvements, or otherwise, which have been ordered to be made and of which Managing General Partner has received notice and which have not heretofore been assessed, and, to the Managing General Partner's actual knowledge, there are no special or general assessments currently affecting or pending against the Project other than the reassessment of properties generally in Montgomery County. Administrative General Partner acknowledges and agrees that Managing General Partner has advised the Administrative General Partner that the tenant under the Parking Deck Agreement has obtained an exemption of the premises leased under the Parking Deck Agreement, as hereinafter defined, from real estate taxes. The tenant under such agreement previously had been responsible for approximately 3.15% of the real estate taxes on the Project. Managing General Partner makes no representation or warranty as to the effect, if any, of such tax exemption on the taxes otherwise applicable to the Project or the portion thereof which is required to be reimbursed by other tenants.

(12) There are no oral or written leases or rights of occupancy in any portion of the Property other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "K" and the Parking Deck Agreement referenced on Exhibit "K-1" (the "Parking Deck Agreement"). Exhibit "K" or the copies of the leases identified therein previously delivered to Administrative General Partner identify as of the date of such rent roll with respect to all Leases other than the Parking Deck Agreement: (i) each tenant of the Property, (ii) the date that tenant commenced occupancy under the Lease, (iii) the expiration date of that tenant's Lease, (iv) the annual base rent, (v) arrearages, if any, in the payment of base rent, (vi) the amount of base rent

prepaid more than forty-five (45) days in advance, if any, (vii) a description of the documents constituting said tenant's Lease, including all amendments, modifications, and letter agreements; and (viii) any options to renew, extend, purchase, cancel or terminate. Except as set forth in Exhibit "K", no tenant has notified the Managing General Partner or the Partnership that the Partnership is in default under any of the Leases, or asserted any claim or basis for any right of setoff against the landlord or the rent under the Leases. Except as assigned to the RDA and the Borough under the mortgages and lease assignments previously delivered to Administrative General Partner (as well as the AFL Loan to the extent the same has not been discharged), the Partnership has the sole right to collect rents under the Leases with respect to its Property, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by the Partnership except as additional collateral for the existing mortgage upon the Property which shall be satisfied immediately upon the execution of this Agreement. No holder of any such collateral assignment has exercised any of its right to collect such rents. Each of the Leases is in the form of lease previously delivered to Administrative General Partner, is valid and subsisting and in full force and effect; except for subleases noted on the rent roll and except for licensees and occupants under the Parking Deck Agreement, the Landlord has not received notice of any other subleases or assignments; and the rents set forth in Exhibit "K", except as noted thereon, are the actual base and net rents, respectively, scheduled to be collected by the Partnership for the current lease year under the respective Leases. Except for approximately 1,250 square feet of space which may be occupied by Hayden Real Estate and which is being vacated by Bryn Mawr Trust approximately three (3) months prior to the expiration of the term of the lease of Bryn Mawr Trust, any tenant improvements which the Partnership is obligated to complete pursuant to any Lease (or any unsigned lease proposal or lease amendment) have been completed as of this date, all costs therefor have been or shall be paid by the Partnership, and all of the Partnership's work has or shall have been accepted by the Tenant without exception, other than routine punch list items. Except as expressly set forth in the Leases, no tenant or other person has any right or option to acquire the Project or to terminate any of the rights currently appurtenant to the Project, or any part thereof. There are no security deposits being held with regard to any tenant's Lease.

(13) The Managing General Partner has received no written notice from any governmental authority stating that the Property does not comply with any law, and there are no outstanding written notices of violations issued by any governmental authority having jurisdiction over such Property.

(14) The Managing General Partner has received no summons, citation, directive, letter or other communication, written or oral, from any governmental or quasi-governmental authority concerning any intentional or unintentional action or omission on Managing General Partner's (or the Partnership's) part which (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.

(15) Exhibit "L" attached hereto contains a true and correct certificate regarding the insurance affecting the Project and the operation thereof. The Managing General Partner has not received any written notice from any insurance company, board of fire underwriters or rating organization (or other body exercising similar functions) (i) claiming any defects or deficiencies which have not been addressed and fully cured or corrected, or (ii) requesting the performance of any repairs, alterations or other work which have not been performed, or (iii) claiming any default which, if not corrected, would result in a cancellation of insurance coverage.

(16) No brokerage or leasing commission or other compensation will be due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases, or any extensions or renewals thereof except as set forth on Exhibit "M" hereto.

(17) The Partnership does not constitute a "foreign person" as such term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1954, as amended (the "Code").

(18) Exhibit "N" is a correct and complete list of all real estate taxes, insurance, water and sewer rents and heat, electric, gas, fuel oil and trash collection charges applicable to the Project and paid by the Partnership for calendar year 1996.

(19) Except as granted to Administrative General Partner under this Agreement or listed on Exhibit "O", the Partnership has granted no agreements, options, rights of first refusal, conditional sales agreements or other agreements or arrangements, whether oral or written, regarding the purchase and sale of any portion of the Project or of any interests therein or in the ownership thereof, or which otherwise affect any portion of the Project.

(20) The highway occupancy permit required for vehicular access to and from the Project to adjoining public streets has been obtained and fully paid for.

(21) Any and all applicable charges, fees and assessments (including, without limitation, condominium fees, association fees and the like, to the extent applicable) and any and all other sums due under declarations, cross-easements and like agreements to which the Property may be subject and of which Managing General Partner has knowledge, have been paid, and no special assessments thereunder are pending, and all consents and approvals required to be obtained under any such declarations, cross-easements and like agreements have been obtained pursuant to the requirements of such documentation. Notwithstanding the foregoing, the Partnership has agreed to contribute a portion of the cost of maintenance of common areas maintained by the various buildings known as Tower Bridge, including, but not limited to street sweeping certain streets within the Borough of West Conshohocken and maintenance of landscaping in area bounded by Matsonford Road and the on ramps to 76 and 476, and similar types of maintenance. The rate of such maintenance is approximately one-half of the rate per square foot charged to cooperating buildings located in West Conshohocken. There is no written

evidence of this agreement. The portion of the cost of such maintenance charged to the Partnership for 1997 was approximately $3,000.

(22) Except as set forth on Exhibit "P" hereto, if any, the Partnership is not party to any material development, tri-party or similar agreement with any county, municipal and other governmental and quasi-governmental agencies and authorities respecting the ownership, development and operation of the Property and all portions thereof.

(23) The Managing General Partner is a limited partnership duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. The Partnership conducts no business other than its interest as a Partner of the Partnership. The Managing General Partner has the power and authority to own its property, and to carry on its business as presently conducted or contemplated. The Managing General Partner is not in violation of any term of the Original Agreement, as amended to date. The Managing General Partner has not, to its knowledge, committed any material default in the obligation to pay money under any indenture, mortgage, agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to it, nor has the Managing General Partner received any notice that it has committed any other material default under any of the foregoing.

(24) The execution and delivery of this Agreement (including the admission of the Administrative General Partner as a Partner of the Partnership) will not result in a breach of, or constitute a default under, any indenture, mortgage or agreement to which the Managing General Partner is a party or by which its assets are bound, or any decree, order or rule of any court or governmental agency or any provision of applicable law which is binding on Managing General Partner or on any of its assets, or result in the creation or imposition of any mortgage, lien, charge, assessment, encumbrance, claim or restriction on such assets or give to others any interest or rights therein or create in any third party the right to modify, terminate, accelerate or otherwise declare a default under any instrument or contract to which the Managing General Partner is a party or by which its assets are bound. Notwithstanding anything to the contrary contained herein, Administrative General Partner acknowledges that Managing General Partner has provided Administrative General Partner with copies of the Subordinate Debt Documents, as defined above, and that Managing General Partner's representations with respect thereto are limited as set forth in subsection (2), above.

(25) Donald W. Pulver owns at least fifty-one percent of the partnership interests in capital and profits of Managing General Partner.

B. The foregoing representations, warranties and covenants shall survive for a period of one (1) year after the date hereof, including, but not limited to, any portion of such period following the withdrawal by or removal of the Managing General Partner as a Partner of the Partnership.

C. The Managing General Partner shall indemnify and hold Administrative General Partner harmless from and against any losses, claims, damages or expenses, including reasonable attorneys' fees, resulting either directly or indirectly from any breach of a warranty or representation during the period of its survival contained in this Section 4.09.

D. Notwithstanding anything to the contrary contained herein, Administrative General Partner shall have no claim for damages for a breach of any representation or warranty under this Section 4.09 unless such damages exceed $10,000 for any one breach (in which case recovery shall be permitted on account of such breach) or $30,000 for the aggregate of all breaches (in which case recovery shall be permitted on account of all such breaches).

E. Administrative General Partner acknowledges and agrees that Managing General Partner makes no representation or warranty with respect to the physical condition of the Project, the structural or environmental condition thereof, any repairs or replacements required thereto or the Net Cash Flow, Net Refinancing Proceeds or Net Sales Proceeds which will be generated by the Project. Any projections of cash flow used in negotiations are meant purely as an example of possible outcomes and do not constitute a representation or warranty of future profitability of the Project.

4.10. Representations and Warranties of the Administrative General Partner.

A. To induce Managing General Partner and Limited Partner to execute this Second Amended and Restated Agreement of Limited Partnership, the Administrative General Partner hereby represents, warrant and certifies to Managing General Partner, that it has no actual knowledge contrary to any of the following:

(1) Administrative General Partner is a limited partnership duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. The Administrative General Partner has the power and authority to own its property, and to carry on its business as presently conducted or contemplated. The Administrative General Partner has not, to its knowledge, committed any material default in the obligation to pay money under any indenture, mortgage, agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to it, nor has the Administrative General Partner received any notice that it has committed any other material default under any of the foregoing.

(2) The execution and delivery of this Agreement (including the admission of the Administrative General Partner as a Partner of the Partnership) has been authorized by all necessary action of its general partner and will not result in a breach of, or constitute a default under, any indenture, mortgage or agreement to which the Administrative General Partner is a party or by which its assets are bound, or any decree, order or rule of any court or governmental agency or any provision of applicable law which is binding on the Administrative General Partner or on any of its assets, or result in the creation or imposition of

any mortgage, lien, charge, assessment, encumbrance, claim or restriction on the Project or any of Administrative General Partner's such assets or give to others any interest or rights therein or create in any third party the right to modify, terminate, accelerate or otherwise declare a default under any instrument or contract to which the Administrative General Partner is a party or by which its assets are bound.

(3) Since the date of the balance sheet included in the Annual Report on Form 10-K for the year ended December 31, 1997, there has been no material adverse change in the financial condition of Brandywine Operating Partnership, L.P. ("BOP").

(4) All federal, state and local tax returns and reports required by law to be filed by Administrative General Partner and BOP have been duly and timely filed (or extensions of the same have been timely filed), and all taxes, assessments, fees and other governmental charges on or against the Administrative General Partner or upon their respective properties, assets, income or franchises for which a penalty or interest would be payable if such tax were not paid prior to the date hereof.

(5) There is no suit, action or legal, administrative, arbitration or other proceeding or governmental investigation, pending or, to the best of its knowledge, threatened, which might materially and adversely affect the business or property of the Administrative General Partner of BOP.

(6) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein in the manner herein provided will violate any agreement to which the Administrative General Partner or BOP is a party or by which either of them is bound, or any law, order or decree.

B. The foregoing representations, warranties and covenants shall survive for a period of one (1) year after the date hereof, including, but not limited to, any portion of such period following any withdrawal by or removal of the Administrative General Partner as a Partner of the Partnership.

C. The Administrative General Partner shall indemnify and hold the Partnership, Managing General Partner and Limited Partner harmless from and against any losses, claims, damages or expenses, including reasonable attorneys' fees, resulting either directly or indirectly from any breach of a warranty or representation during the period of its survival contained in this
Section 4.10.

D. Notwithstanding anything to the contrary contained herein, Managing General Partner shall have no claim for damages for a breach of any representation or warranty under this Section 4.10 unless such damages exceed $10,000 for any one breach (in which case recovery shall be permitted on account of such breach) or $30,000 for the aggregate of all breaches (in which case recovery shall be permitted on account of all such breaches).

4.11. Certain Definitions. Where representations are made to the "knowledge," "actual knowledge," "or best of actual knowledge," or equivalent words are used, unless specifically otherwise stated herein, such representations are intended to reflect that the president of the general partner of the Managing General Partner, as to Managing General Partner, and the president of the member of the limited liability company which is the general partner of the Administrative General Partner, as to Administrative General Partner, have no actual knowledge to the contrary, but (a) shall not mean such individuals are charged with the knowledge of the acts, omissions or knowledge of any agents or employees of the entities making such representations; and (b) shall not mean information or material which may be in the position of the entity generally or incidentally, but which is not actually known to the individuals described above. None of the individuals described above shall have any personal liability based upon this Agreement, including, but not limited to, the representations and warranties contained herein.

4.12. Pledges.

A. Upon the terms hereof, Managing General Partner hereby grants to Administrative General Partner a security interest in and to the Managing General Partner's interest under this Agreement as security for Managing General Partner's obligations arising under Section 4.09 of this Agreement. Administrative General Partner shall have no right to sell, convey, assign, pledge, hypothecate, or otherwise dispose of or encumber all or any part of the security interest granted hereby. Such security interest shall expire automatically by its terms on the date which is one (1) year after the date hereof unless prior to that time Administrative General Partner shall have commenced a proceeding in law or in equity against Managing General Partner pursuant to which Administrative General Partner, in good faith, seeks damages by reason of a breach of the representations, warranties and certifications contained in Section 4.09 hereof.

B. Upon the terms hereof, Administrative General Partner hereby grants to Managing General Partner a security interest in and to the Administrative General Partner's interest under this Agreement as security for Administrative General Partner's obligations arising under Section 4.10 of this Agreement. Managing General Partner shall have no right to sell, convey, assign, pledge, hypothecate, or otherwise dispose of or encumber all or any part of the security interest granted hereby. Such security interest shall expire automatically by its terms on the date which is one (1) year after the date hereof unless prior to that time Managing General Partner shall have commenced a proceeding in law or in equity against Administrative General Partner pursuant to which Managing General Partner, in good faith, seeks damages by reason of a breach of the representations, warranties and certifications contained in Section 4.10 hereof.

ARTICLE V

DISTRIBUTIONS AND ALLOCATIONS

5.01. Distributions of Net Cash Flow. All Net Cash Flow, if any, realized by or available to the Partnership for or during each Fiscal Year shall be paid or distributed no less frequently than quarterly in the following order of priority to the extent available:

A. To the Partners in repayment of the entire principal amounts of any outstanding Partners' Priority Loans, together with all accrued but unpaid interest thereon, first on account of accrued interest thereon (in proportion to the interest so accrued) and then in repayment of the principal amounts thereof (in proportion to the respective outstanding amounts of principal);

B. Next, to Administrative General Partner, in satisfaction of the unpaid BOP Preferred Cumulative Return;

C. Next, to the Partners in repayment of the entire principal amounts of any outstanding Partners' Loans, together with all accrued but unpaid interest thereon, first on account of accrued interest thereon (in proportion to the interest so accrued) and then in repayment of the principal amounts thereof (in proportion to the respective outstanding amounts of principal);

D. Next, to the Partners, in proportion to the respective accrued amounts of their Preferred Cumulative Returns, in satisfaction of their then unpaid Preferred Cumulative Return;

E. Next, to the Partners, in proportion to their respective Additional Capital Balances, in reduction of their Additional Capital Balances, until such time as their respective Additional Capital Balances shall have been reduced to zero (but if such Additional Capital Balances shall at any time thereafter be increased, then this paragraph E shall again be operative); and, thereafter,

F. To all Partners in accordance with their respective Participation Percentages,

5.02. Distributions of Net Refinancing Proceeds and Net Sale Proceeds. All Net Refinancing Proceeds and Net Sale Proceeds, if any, realized by or available to the Partnership shall be distributed in the following order of priority to the extent available:

A. To the Partners in repayment of the entire principal amounts of any outstanding Partners' Priority Loans, together with all accrued but unpaid interest thereon, first on account of accrued interest thereon (in proportion to the interest so accrued) and then in

repayment of the principal amounts thereof (in proportion to the respective outstanding amounts of principal);

B. Next, to Administrative General Partner in satisfaction of the then unpaid BOP Preferred Cumulative Return;

C. Next, to Administrative General Partner in reduction of its then outstanding BOP Preference Capital until such time as the BOP Preference Capital is reduced to zero;

D. Next, to the Partners in repayment of the entire principal amounts of any outstanding Partners' Loans, together with all accrued but unpaid interest thereon, first on account of accrued interest thereon (in proportion to the interest so accrued) and then in repayment of the principal amounts thereof (in proportion to the respective outstanding amounts of principal);

E. Next, to the Partners, in proportion to the respective accrued amounts of their Preferred Cumulative Return, in satisfaction of their then unpaid Preferred Cumulative Return;

F. Next, to the Partners, in proportion to their respective Additional Capital Balances, in reduction of their Additional Capital Balances, until such time as their respective Additional Capital Balances shall have been reduced to zero (but if such Additional Capital Balances shall at any time thereafter be increased, then this paragraph F shall again be operative); and, thereafter,

G. To all Partners in accordance with their respective Participation Percentages,

5.03. Availability of Funds. The distributions to which the Partners are entitled pursuant to this Article V are conditioned upon the availability of funds to the Partnership, and such distributions do not and shall not constitute interest, nor is there any guarantee or obligation by the Partnership to make any distributions under this Agreement, except to the extent that the Managing General Partner determines, in accordance with the Operating Budget, that cash in excess of the requirements of the Partnership is available for distribution to the Partners.

5.04 Tax Withholding. To the extent the Partnership pays any amount to any federal, state or local taxing authority as a result of any obligation to collect, pay over or withhold taxes with respect to any Partner's allocable share of Partnership income or gain, the amount so collected, paid over or withheld shall be treated for all purposes of this Agreement as having been paid or distributed to such Partner and shall reduce, on a dollar for dollar basis, amounts otherwise payable or distributable to such Partner under this Article V. The Partnership may, in

the discretion of either General Partner, require each Partner to reimburse the Partnership, for any tax withholding payments made by the Partnership on behalf of such Partner.

5.05 Allocation of Profits and Losses.

a. Profits. Profits for any Fiscal Year shall be allocated among the Partners in the following order of priority:

A. First, if any Partner has a deficit balance in his or its Capital Account, to the Partners in accordance with and to the extent of such deficit balances, until no Partner has a deficit balance in his or its Capital Account;

B. Next, if any Partner has a Cumulative Net Loss, to the Partners in accordance with and to the extent of their Cumulative Net Losses, until no Partner has a Cumulative Net Loss;

C. Next, if any Partner has received a payment on account of a BOP Preferred Cumulative Return, to such Partner until such Partner has a Cumulative Net Profit equal to the aggregate amount of such Partner's aggregate BOP Preferred Cumulative Return as of the end of the Fiscal Year to which such allocation relates;

D. Next, to the Partners entitled to receive payment on account of a Preferred Cumulative Return, until each such Partner has a Cumulative Net Profit equal to the aggregate amount of such Partner's aggregate Preferred Cumulative Return as of the end of the Fiscal Year to which such allocation relates;

E. Thereafter, to the Partners in accordance with their respective Participation Percentages.

b. Losses. Losses for any Fiscal Year shall be allocated among the Partners in the following order of priority:

A. If any Partner has a Cumulative Net Profit, then Losses shall be allocated to the Partners with Cumulative Net Profit, until no Partner has a Cumulative Net Profit, in the following order of priority:

i. First, Losses in an amount up to the amount of any Profits previously allocated under Section 5.05(a)(E) above shall be allocated among the Partners in the same manner as such Profits were previously allocated under Section 5.05(a)(E).

ii. Next, Losses in an amount up to the amount of any Profits previously allocated under Section 5.05(a)(D) above shall be allocated among the Partners in the same manner as such Profits were previously allocated under Section 5.05(a)(D);

iii. Next, Losses in an amount up to the amount of any Profits previously allocated under Section 5.05(a)(C) above shall be allocated among the Partners in the same manner as such Profits were previously allocated under Section 5.05(a)(C);

B. Next, if no Partner has a Cumulative Net Profit, Losses shall be allocated to the Partners in accordance with their respective Contribution Percentages; provided, however, that no Losses shall be allocated to a Partner under this Section 5.05(b)(B) to the extent that such allocation would cause or increase a deficit balance in such Partner's Hypothetical Capital Account;

C. Any remaining Losses shall be allocated (i) first, to the Partners (if any) with positive balances in their Hypothetical Capital Accounts, in proportion to and to the extent of such positive balances and
(ii) thereafter, any remaining Losses shall be allocated among the Partners in accordance with their respective interests in the Partnership, in accordance with Treasury Regulation Section 1.704-1(b)(3).

c. Allocations Upon Sale of Project. Gain or loss recognized upon the sale of all or substantially all of the assets of the Partnership shall be determined based upon the Book Value of the Partnership's assets and shall be allocated so that, to the maximum extent possible, (i) no Partner has a negative balance in its Capital Account and (ii) the positive balance in each Partner's Capital Account (as determined immediately prior to the distribution of Net Sales Proceeds) equals the aggregate amount of liquidating distributions such Partner is entitled to receive upon the liquidation of the Partnership under Section 10.03 below.

d. Changes in Interests. If the respective interests of the Partners in the Partnership change during any Fiscal Year, then the amount of all items to be allocated, credited or charged to the Partners for such entire Fiscal Year (other than items of gain or loss from a sale of all or substantially all of the Partnership's assets, which shall be allocated under the interim closing of the books method) shall be allocated to the portion of such Fiscal Year which precedes the date of each such change and to the portion of the Fiscal Year which occurs on and after the date of each such change, in proportion to the number of days in each such portion, and the amounts of the items so allocated to each such portion shall be allocated, credited or charged to each of the Partners in proportion to their respective interests during each such portion of the Fiscal Year in question. Notwithstanding the foregoing, the Managing General Partner may elect to use the closing of the books method or any other method allowed by the Treasury Regulations in the event that a new Partner is admitted to the Partnership or an existing Partner is redeemed during a Fiscal Year.

e. Regulatory Allocations. Notwithstanding any other provisions to the contrary in this Agreement, the following provisions shall apply:

A. All Nonrecourse Deductions for each Fiscal Year shall be allocated to the Partners in proportion to their respective Contribution Percentages. For purposes of

Regulation Section 1.752-3, all excess nonrecourse liabilities of the Partnership will be allocated among the Partners in proportion to their respective Contribution Percentages.

B. All Partner Nonrecourse Deductions for each Fiscal Year shall be allocated to the Partners who bear the economic risk of loss with respect to the Partner Nonrecourse Debt giving rise to such deductions, in accordance with Treasury Regulation Section 1.704-2(i)(1).

C. Any Partner who unexpectedly receives an adjustment, allocation or distribution described in clauses (4), (5) or (6) of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) which produces a deficit in its Hypothetical Capital Account shall, to the extent required by the Treasury Regulations, be allocated items of income and gain in amount and manner sufficient to eliminate the deficit in its Hypothetical Capital Account as quickly as possible. This Section 5.05(e)(C) is intended to comply with the "qualified income offset" requirement in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(3), and shall be interpreted consistently therewith.

D. If there is a net decrease in Minimum Gain during a Fiscal Year, then before any other allocation is made for such year, the Partners shall be allocated items of income and gain for such year (and, if necessary, subsequent years) in the amount and in the proportions necessary to satisfy the requirements of a "minimum gain chargeback" under Treasury Regulation Section 1.704-2(f).

E. If there is a net decrease in Partner Minimum Gain during a Fiscal Year, then before any other allocation is made for such year, the Partners shall be allocated items of income and gain for such year (and, if necessary, subsequent years) in the amount and in the proportions necessary to satisfy the requirements of a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4).

F. The allocations set forth in subsections A through E above (the "Regulatory Allocations") are intended to comply with certain requirements of Treasury Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provision of this Section 5.05 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Partner should be equal to the net amount that would have been allocated to each such Partner if the Regulatory Allocations had not occurred.

f. Contributed/Revalued Property. If any property is contributed to the Partnership in kind, or if the Book Value of any Partnership property is adjusted pursuant to applicable Regulations under section 704(b) of the Code and this Agreement, all income, gain, loss and deduction with respect to such contributed or revalued property shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial or

revalued Book Value, in such manner as the General Partner may determine in accordance with section 704(c) of the Code, the Treasury Regulations promulgated thereunder and Treasury Regulation Section 1.704-1(b)(4)(i). Allocations pursuant to this Section 5.05(f) are solely for purposes of federal and state taxes and shall not affect, or in any way be taken into account in computing, any Partner's Capital Account or share of Profit, Loss or distributions pursuant to any provision of this Agreement.

g. Knowledge of Tax Consequences. The Partners are aware of and consent to the income tax consequences of the allocations made by this
Section 5.05. The Partners hereby agree to be bound by the provisions of this
Section 5.05 in reporting their shares of Partnership income and loss for income tax purposes. Upon the advice of an outside accountant or of legal counsel to the Partnership, this Section 5.05 may be amended from time to time by the Managing General Partner as may be necessary to comply with Section 704 of the Code and the Treasury Regulations promulgated thereunder; provided, however, that no such amendment shall become effective without the consent of those Partners who would be materially adversely affected thereby.

ARTICLE VI

BOOKS AND RECORDS; TAX MATTERS

6.01. Accounting. Except as may be otherwise directed by all General Partners, the Partnership shall maintain its books and records on a cash basis and shall prepare (i) financial statements on the accrual basis used for federal income tax purposes, and (ii) income tax returns on the accrual method of accounting and on a calendar year basis. Appropriate records will be kept so that upon each closing of the Partnership books it is possible to determine, among other items defined in this Agreement: (i) the amount of capital actually contributed by each Partner; (ii) the amount of cash or other property distributed to each Partner; (iii) the effect, if any, of all Partnership items of income, gain, loss, deduction or credit on each Partner's Capital Account; and (iv) the amount of Partners' Priority Loans, Partners' Loans, Additional Capital Contributions, Capital Balances (including, but not limited to, BOP Preference Capital), Net Cash Flow, Net Refinancing Proceeds, Net Sale Proceeds, and Preferred Cumulative Returns.

6.02. Statements.

A. Within thirty (30) days after the close of each calendar year, the Managing General Partner shall endeavor to furnish, at Partnership expense, to each Partner, with respect to such calendar year, (i) a profit and loss statement, (ii) a statement of source and application of funds, (iii) a Partnership balance sheet as of the close of such fiscal year, and (iv) such other statements showing in detail each Partner's interest in each of the items described in Section 6.01. hereof. The foregoing statements shall be audited by certified public accountants acceptable to all

of the General Partners, and the cost of preparing the statements and the cost of each such audit shall be paid for by the Partnership.

B. The Managing General Partner shall have prepared (at Partnership expense) and shall provide the other General Partners with the following additional materials: (i) quarterly reports, submitted not later than the twentieth (20th) day following the close of each calendar quarter, which shall include a rent roll indicating tenants, lease term, monthly rent and space or suite identification, and space available for lease; (ii) at the specific request of any of the other General Partners (a) copies of the disbursements ledger detailing payees, dates, and amounts of disbursements,
(b) copies of the cash receipts ledger detailing the tenant, and other receipts, date of deposit, and amount of the receipt, (c) copies of bank statements and cash reconciliations for all bank accounts, (d) journal entries and explanations thereof, and (e) trial balances; (iii) a quarterly reconciliation form (in form and in detail reasonably satisfactory to the requesting General Partner) detailing all Partnership distributions of cash flow; and (iv) quarterly unaudited balance sheets and income statements prepared on the cash method of accounting, to be received within twenty (20) days of the close of the fiscal quarter.

6.03. Inspection. All books of account and all other records of the Partnership (including an executed counterpart of this Agreement and all amendments hereto, and an executed counterpart of the Certificate and all amendments thereto) shall at all times be kept by the Managing General Partner at the Partnership's place of business and may be inspected at any reasonable time by any Partner.

6.04. Tax Matters.

A. The Managing General Partner shall cause, at Partnership expense, to be prepared and filed all income tax returns for the Partnership on an accrual basis and shall furnish copies thereof to all Partners. At least thirty (30) days prior to the filing of any tax return for the Partnership with the Internal Revenue Service), the Managing General Partner shall deliver to each other General Partner for its review and written approval before such filing a draft copy of the Partnership's U.S. Partnership Return of Income for such fiscal year (which copy shall be prepared by the Partnership's regular certified public accountants, shall be delivered in accordance with the requirements of Article XI hereof, and shall be accompanied by (i) a reconciliation, prepared by such accountants, between the Partnership's financial statements and tax returns; and (ii) a breakdown, prepared by such accountants, of Project components qualifying for investment tax credit).

B. The Managing General Partner shall, within five (5) days of receipt thereafter, forward to each General Partner a photocopy of any correspondences (excluding routine correspondence relating to administrative forms) relating to the Partnership received from the Internal Revenue Service. The Managing General Partner shall, within five (5) days thereafter, advise each General Partner in writing of the substance of any conversation held with any representative of the Internal Revenue Service. Any reasonable costs incurred by the

Managing General Partner for retaining accountants or lawyers on behalf of the Partnership in connection with any Internal Revenue Service audit or state tax audit of the Partnership shall be expenses of the Partnership. Without the consent of all of the General Partners, no Partner shall (a) take or assert any position in connection with any Internal Revenue Service audit, state tax audit, or administrative or court proceeding, which is inconsistent with any item or position reflected in the Partnership's U.S. Partnership Return of Income with respect to the fiscal period in question, (b) commence or prosecute any proceeding in any court for the adjustment of any item reflected in such return, or (c) take or suffer any action which would impair the authority of any General Partner to bind the Partnership or the Partners. In connection with the foregoing, any General Partner shall be permitted to condition its consent hereunder on the agreement of the Partner requesting the consent to (i) proceed, or refrain from proceeding, in one or more specified administrative or judicial forums, (ii) conduct any such proceeding in a particular manner, or (iii) abide by any other terms or restrictions which the General Partner may impose in the best interests of the Partnership as a condition of granting its consent hereunder. The Managing General Partner shall notify all Partners of any settlement offers from the Internal Revenue Service, and shall not, in any case, enter into any settlement with the Internal Revenue Service on behalf of the Partnership without the approval of all of the General Partners.

C. In connection with the assignment of a Limited Partner's interest in the Partnership permitted by Article VII hereof, any General Partner shall have the right, but shall not be obligated, on behalf of the Partnership and at the time and in the manner provided by Section 754 of the Code (or any successor section thereto) and the Regulations thereunder, to make an election to adjust the basis of Partnership property in the manner provided in Sections 734(b) and 743(b) of the Code (or any successor sections thereto). All expenses incurred by the Partnership to make such an election shall be paid by the transferee benefitted by such election.

D. Should the Managing General Partner fail to fulfill or perform any of its obligations under this Article VI, then any General Partner, in addition to any other rights or remedies it may have pursuant to this Agreement, may (i) engage such certified public accountants as it may select to cure the default at Partnership expense unless such default is beyond the Managing General Partner's reasonable control; or (ii) cause the Managing General Partner to request an extension of the filing date of any income tax return for a period ending at least thirty (30) days beyond the date on which such return and all accompanying documentation were received by all of the General Partners pursuant to Section 6.04.A. above.

ARTICLE VII

TRANSFER OF PARTNERSHIP INTERESTS;
WITHDRAWAL OF PARTNERS;
REMOVAL OF THE MANAGING GENERAL PARTNER

7.01. Transfer of General Partnership Interests.

A. During the entire term of the Partnership, except as hereinafter permitted in subsection 7.01(B) or 7.01(C) hereof, none of the following shall be permitted without the prior written consent of all General Partners, such consent to be given or withheld by the General Partners in their sole discretion: (i) no General Partner shall directly or indirectly sell, convey, assign, pledge, hypothecate, transfer or otherwise dispose of or encumber all or any part of its interest in the Partnership; (ii) no present general partner of the Managing General Partner shall directly or indirectly sell, convey, assign, pledge, hypothecate, transfer or otherwise dispose of or encumber all or any part of its interest in the Managing General Partner; nor shall any such general partner withdraw or retire from the Managing General Partner, as the case may be; and (iii) no present general partner of the Administrative General Partner shall directly or indirectly sell, convey, assign, pledge, hypothecate, transfer or otherwise dispose of or encumber all or any part of its interest in the Administrative General Partner, nor shall any such general partner withdraw or retire from the Administrative General Partner as the case may be; provided, however, that following the receipt of the cash Capital Contribution required by Section 3.01(B), the general partner of Administrative General Partner may be an entity, all of which is owned directly or indirectly by Brandywine Operating Partnership, L.P. and/or Brandywine Realty Trust and which otherwise satisfies the qualifications set forth in subsections (1)-(4) of subsection (B) hereof.

B. At any time following the receipt by the Partnership of the cash Capital Contribution required by Section 3.01(B) hereof, the Partnership interest of Administrative General Partner may be assigned to an entity, all of which is owned, directly or indirectly, by Brandywine Operating Partnership, L.P., a Delaware limited partnership, and/or Brandywine Realty Trust, which entity shall be admitted as a substituted Administrative General Partner of the Partnership, provided that the following conditions are met in each instance:

(1) A duly executed and acknowledged instrument of assignment and Power of Attorney, setting forth the intention of the assignor that the assignee become a substituted Administrative General Partner in its place and confirming and restating the appointment and powers contained in
Section 12.02. hereof, is delivered to the Managing General Partner; and

(2) The Managing General Partner, at its request, shall have been provided, at the expense of the transferor, with an opinion of counsel in form and substance satisfactory to the Managing General Partner and from counsel satisfactory to the Managing

General Partner to the effect that such transfer or assignment will not violate the registration provisions of the Securities Act of 1933, as amended, or the rules and regulations thereunder or the applicable state securities or "Blue Sky" law or laws and the rules and regulations thereunder; and

(3) The assignor and assignee execute and acknowledge such other instruments as any Managing General Partner reasonably may deem necessary or desirable to effect such admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement and the assumption of any unperformed obligation of the assignor (provided that such assignor shall not thereby be released from any of its unperformed obligations hereunder); and

(4) The entity shall have the following characteristics:

(a) It shall be formed for the sole purpose of acquiring interests in the various partnerships formed to hold all or portions of the area known as Tower Bridge, located in Conshohocken and West Conshohocken, Montgomery County, Pennsylvania, in partnerships formed with Managing General Partner or affiliates thereof;

(b) It shall have no liabilities except those incurred in connection with its obligations as a partner in such partnerships and no other assets constituting real property;

(c) The Managing General Partner shall consent to the admission of such substitute Administrative General Partner, which consent shall not be unreasonably withheld.

(d) All Partners will if required by the Act, no later than thirty (30) days after the date of compliance with the provisions of this Section 7.01(B), amend the Certificate to reflect the admission of any such assignee as a substituted limited partner.

C. Notwithstanding anything to the contrary contained herein, but subject to Section 7.07 hereof, either General Partner shall have the right to sell, transfer or assign all but not part (except as set forth in subsection 7.01(C)(6) hereof), of its interest in the Partnership, provided that the following conditions are met in each instance:

(1) If the transferor is Administrative General Partner, a duly executed and acknowledged instrument of assignment and Power of Attorney, setting forth the intention of the assignor that the assignee become a substituted Administrative General Partner in its place and confirming and restating the appointment and powers contained in Section 12.02 hereof, shall have been delivered to the Managing General Partner; and

(2) The other General Partner, at its request, shall have been provided, at the expense of the transferor, with an opinion of counsel in form and substance satisfactory to the other General Partner and from counsel satisfactory to the other General Partner to the effect that such transfer or assignment will not violate the registration provisions of the Securities Act of 1933, as amended, or the rules and regulations thereunder or the applicable state securities or "Blue Sky" law or laws and the rules and regulations thereunder; and

(3) The assignor and assignee execute and acknowledge such other instruments as any General Partner reasonably may deem necessary or desirable to effect such admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement and the assumption of any unperformed obligation of the assignor (provided that such assignor shall not thereby be released from any of its unperformed obligations hereunder); and

(4) The entity shall have the following characteristics:

(a) It shall be formed for the sole purpose of acquiring an interest in the Partnership;

(b) It shall have no liabilities except those incurred in connection with its obligations as a Partner in the Partnership and no other assets constituting real property;

(c) All Partners will, if required by the Act, no later than thirty (30) days after compliance with the provisions of this
Section 7.01(C), amend the Certificate to reflect the admission of any such assignee as a substituted general partner; and

(d) The transferee shall be one hundred percent (100%) owned, directly or indirectly, by an "Institutional Investor," as hereinafter defined. The term "Institutional Investor," as used herein, shall mean an entity which has a net worth in excess of $25 million other than an entity which the parties have agreed in writing is not a permitted transferee; and

(5) The transferee shall not be an entity with which, or controlled by, under common control with or controlling any entity or person with which, the remaining General Partner has engaged in any actual pending or threatened litigation previously; and

(6) In the judgment of the non-transferring General Partner, the transfer of the transferring General Partner's interests, either individually or in combination with other transfers which have previously occurred or which are then contemplated pursuant to good faith negotiations which have commenced, will not result in any other negative tax consequences for any Partner or the Partnership. Notwithstanding the foregoing, if it is possible, in the judgment of the non-transferring General Partner, to structure the transfer in a lawful manner at no cost to the Partnership and the other Partners so as to avoid all negative tax consequences, the non-transferring General Partner shall cooperate with such a transfer provided the remaining

requirements of this Subsection 7.01(C) are met and provided that such transfer shall not result in the transferring General Partner's interest being held by two general partners of the partnership. By way of example and not limitation, if the negative tax consequences could be avoided by transferring the General Partner's interests in stages over time, the transferring General Partner shall initially transfer only so much of such transferring General Partner's interest as will not, in the non-transferring General Partner's judgment, result in such negative tax consequences, with the remaining interest of such transferring General Partner being converted to a limited partnership interest automatically upon such event. The remaining partnership interest of the transferring Partner would then be transferred one (1) day after the expiration of any period required, in the judgment of the non-transferring General Partner, to avoid the negative tax consequence. Such procedure is referred to herein as a "Tax Staggered Transfer." In all instances requiring judgment of the non-transferring General Partner under this Section 7.01(C)(6), the judgment of such General Partner shall be deemed to permit the requested action of the transferring General Partner unless the non-transferring General Partner does not notify the transferring General Partner of an objection (and the general basis therefor) within thirty (30) days after written notice from the transferring General Partner of its proposed action.

7.02. Transfer of Limited Partnership Interests.

A. Subject to Section 7.05 hereof, the Partnership interest of a Limited Partner, or any part thereof, may not be transferred or assigned, and no such transferee or assignee may be admitted as a substituted limited partner of the Partnership, unless in each instance:

(1) A duly executed and acknowledged instrument of assignment and Power of Attorney, setting forth the intention of the assignor that the assignee become a substituted limited partner in its place and confirming and restating the appointment and powers contained in Section
12.02. hereof, is delivered to the General Partners; and

(2) The General Partners, if any or all of them shall so request, shall have been provided, at the expense of the transferor, with an opinion of counsel in form and substance satisfactory to the requesting General Partner(s) and from counsel satisfactory to the requesting General Partner(s) to the effect that such transfer or assignment will not violate the registration provisions of the Securities Act of 1933, as amended, or the rules and regulations thereunder or the applicable state securities or "Blue Sky" law or laws and the rules and regulations thereunder; and

(3) The assignor and assignee execute and acknowledge such other instruments as any General Partner reasonably may deem necessary or desirable to effect such admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement and the assumption of any unperformed obligation of the assignor ( provided that such assignor shall not thereby be released from any of its unperformed obligations hereunder).

B. All Partners will if required by the Act, no later than thirty (30) days after the date of compliance with the provisions of this
Section 7.02., amend the Certificate to reflect the admission of any such assignee as a substituted limited partner.

7.03. Expenses. Expenses of the Partnership or of any Partner (other than the transferee) occasioned by transfers of interests held by Partners shall be reimbursed to the Partnership or Partner, as the case may be, by the transferring Partner.

7.04. Withdrawal of Partners.

A. Except for permitted transfers under Section 7.01, no General Partner may voluntarily withdraw or retire from the Partnership without the prior written consent of the other General Partner, such consent to be given or withheld by the other General Partner in its sole discretion.

B. No Limited Partner may voluntarily withdraw or retire from the Partnership except upon the assignment of its entire interest in the Partnership (if and as permitted by this Article VII) or upon the surrender, abandonment or other voiding of its interest pursuant to the next succeeding sentence hereof. Any Limited Partner may at any time, by at least thirty (30) days prior written notice delivered to all General Partners, renounce its interest in all current and future profits, losses and distributions of the Partnership, and abandon to the Partnership its capital contributions and its interest in all Partner's Loans and Partner's Priority Loans made by it; provided, however, that any such surrender, abandonment or other voiding shall not in any case affect the withdrawing Partner's obligations hereunder.

7.05. Death, Incompetency, Dissolution or Bankruptcy of a Limited Partner. Upon the death, legal incompetency, dissolution or bankruptcy of a Limited Partner, its or his personal representative will have all the rights of such deceased, incompetent, dissolved or bankrupt Limited Partner for the purpose of settling or managing its estate, and such power as the deceased, incompetent, dissolved or bankrupt Limited Partner possessed to constitute a successor as an assignee of its interest in the Partnership and to join with such assignee in making application to substitute such assignee as a substituted limited partner.

7.06. Deadlock of the General Partners.

A. At any time after the date hereof, if the General Partners become deadlocked on a material issue which, in the opinion of any one of them is essential for the successful operation or prudent conduct of the Partnership's business, or if in the opinion of any General Partner the Managing General Partner has taken unauthorized action on behalf of the Partnership or has failed to take action which is authorized hereby or which the General Partners have authorized and has failed to correct such action or inaction within fifteen (15) days after written notice from any General Partner to the Managing General Partner specifying such action or inaction, then in either case the provisions of this Section 7.06. shall apply and either of the

aggrieved General Partners (the "Declaring Partner(s)") shall be permitted to pursue the rights provided for below.

B. For purposes of this Section 7.06., the following definitions and other provisions shall apply:

(i) If the Declaring Partner is the Administrative General Partner, then the "Offeror" shall be the Administrative General Partner and the "Offeree" shall be the Managing General Partner and (so long as the Limited Partner is Donald W. Pulver, an entity at least fifty-one percent (51%) owned by him or a transferee from him which has not been approved or which is not required to be approved by Administrative General Partner) the Limited Partner;

(ii) If the Declaring Partner is the Managing General Partner, then the "Offeror" shall be the Managing General Partner and (so long as the Limited Partner is Donald W. Pulver, an entity at least fifty-one percent (51%) owned by him or a transferee from him which has not been approved or which is not required to be approved by Administrative General Partner), the Limited Partner, and the "Offeree" shall be the Administrative General Partner; and

(iii) An "Offer" or the "Offers" shall mean the offer(s) to sell or purchase partnership interests pursuant to the provisions of this
Section 7.06.

C. In the event of a deadlock described in the foregoing
Section 7.06.A., the Declaring Partner shall have the right to deliver to the other General Partner(s) a written demand that the requested action be taken or that the deadlocked issue be resolved in favor of the Declaring Partner, but if such other General Partner does not, within ninety (90) days following the delivery of such demand, respond affirmatively to the demand and commence and thereafter continue diligently to perform the action requested or the resolution of the issue as requested, then the Declaring Partner shall have the right to pursue the compulsory buy-sell provisions appearing below in
Section 7.06.D.

D. A Declaring Partner, at any time within thirty (30) days following expiration of the ninety (90) day period established in Section 7.06.C. above if the other General Partner does not respond affirmatively to the demand and commence and thereafter continue diligently to perform the action requested, shall be permitted to institute the following compulsory buy-sell provisions:

(i) The Offeror may make to the Offeree an Offer to sell the entire interests in the Partnership of the Offeror, and to purchase the entire interests in the Partnership of the Offeree. Except as expressly provided in clause (ii) of this Section 7.06.D., no Offer shall be subject to the provisions of this Section 7.06. unless such Offer is both an Offer to sell the entire interests of the Offeror and an Offer to purchase the entire interests of the Offeree, and such Offer must specify that the price of the interests to be so transferred is payable by bank certified, cashier's or treasurer's check. The selling price and the purchase price specified in such Offer

must be identical in amount for each percent of interest in the Partnership and must be, except as provided for in the parenthetical below, proportionate to the respective Participation Percentages of the Offeree (that is, the selling price and the purchase price so specified must be identical as to each other and for each percent of interest in the Partnership which is subject to such Offer, except that such price shall be appropriately adjusted to reflect, on a dollar-for-dollar basis the difference, if any, between (a) the Additional Capital Balances and BOP Preference Capital of the respective Offeror and Offeree plus (b) the accrued and unpaid Preferred Cumulative Returns and BOP Preferred Cumulative Return of the respective Offeror and Offeree, plus (c) the aggregate amount of principal and interest, if any, owing to the respective Offeror and Offeree by reason of advances made hereunder as Partners' Loans or Partners' Priority Loans). Such Offer shall be irrevocable for a period of thirty (30) days, and the Offeree may, on or before the thirtieth (30th) day after the date of such offer, accept either the Offer to sell or the Offer to purchase (but not both), and upon acceptance the Offeror shall be required to sell or to purchase, as the case may be. If the Offeree fails within such thirty (30) day period to accept either of such Offers, then the Offer shall automatically expire and be of no further force or effect; provided, however, that the Offeror shall thereupon have the right, on or before the fifteenth (15th) day after the expiration of such thirty (30) day period, to purchase the interests of the Offeree, at the applicable price specified in the original Offer, and if the Offeror exercises such right the Offeree shall be required to sell its interests herein. If the Offeror fails to exercise its right to buy within the time specified, either General Partner may thereafter make a new Offer pursuant to this Section 7.06.

(ii) If the Offeror or Offeree, as the case may be, exercises its rights hereunder to buy or sell, a closing thereunder shall be held at the time and place and on the date specified by the purchaser by written notice to the seller(s), which date shall in any case be on or prior to the expiration of the forty-fifth (45th) day after the Offer to buy or sell has been made. At such closing, upon payment of the purchase price required by subsection D(i) hereof, the purchasing party shall have the right to designate a substitute transferee.

7.07. Right of First Refusal.

A. Notwithstanding the consent of the Partners under Sections 7.01. and 7.02. hereof or the absence of a need for consent under
Section 7.01(C) hereof, no Partner may transfer or assign its partnership interest herein, or any part thereof, unless such interest shall first be offered to the other Partners for a period of thirty (30) days at a price (the "Refusal Right Purchase Price") equal to that offered to the selling Partner pursuant to a bona fide offer arrived at upon arm's length dealing, the terms of which and the identity of the offeror having been disclosed to all of the Partners. If any Partner or Partners elect to exercise the right of first refusal granted hereby, they collectively must accept all of the interest being offered. If more than one Partner elects to accept all of the interest being offered, such interest shall be allocated according to the ratio of the respective Participation Percentages of the accepting Partners. If the offering Partner has not received written acceptance of its offer within such thirty (30) day period, it shall then be free, subject to the provisions of this Article VII, to dispose of the interest offered to the other Partners on the terms of the bona fide offer and to the offeror previously disclosed to the

Partners. If the offering Partner fails to do so within one hundred twenty
(120) days, following expiration of such 30-day period, the first refusal procedure established by this Section 7.07 shall be reinstated.

B. The Refusal Right Purchase Price payable hereunder, in the event one or more Partners elects to exercise the right of first refusal granted hereby, shall be payable in the manner and on the terms of the third party offer, except that such Partner may elect to pay cash in the same amount as and in lieu of any non-cash consideration.

C. The provisions of this Section 7.07 shall not apply to
(i) any transfer occurring by operation of law as a result of the incompetency or incapacity of a Partner; or (ii) any transfer occurring by operation of law or by bequest as a result of the death of a Partner; or (iii) any transfer occurring by reason of the exercise of or a closing under the calls described in Section 7.06. above; or (iv) any transfers permitted by Section 7.01(B); but the provisions of this Section 7.07 shall in all cases be subject to the prohibitions, consents and approvals and other conditions required by Sections
7.01. and 7.02. hereof.

D. Notwithstanding anything set forth in subsection A hereof, in the event the selling Partner proposes to transfer or assign its partnership interest pursuant to Section 7.01(C) hereof, the offering Partner shall give the other Partners ninety (90) days prior written notice rather than thirty (30) days provided above, and if the right of first refusal is exercised, the exercising Partner shall have a period of two hundred seventy
(270) days within which to close the acquisition; provided, however, that in the event of a Tax Staggered Transfer as required by Section 7.01(C), the exercising Partner shall have such additional period of time as shall be necessary to make such event a Tax Staggered Transfer.

7.08. Status of Interests Transferred. In any transfer, assignment or conveyance of a general or limited partnership interest herein by a Partner to any other Partner or other person, by the express terms of this Agreement or by operation of law, subject to Article V hereof, the transferee or assignee shall succeed to the same share of profits and losses of the Partnership and the same Contribution Percentages, Participation Percentages, distribution priorities and ownership rights as were incident to the interest so transferred, assigned or conveyed.

7.09. Removal of the Managing General Partner.

A. Subject to the provisions of this Section 7.09, at any time after the date hereof the Managing General Partner may be removed as a General Partner of the Partnership upon the direction of the Administrative General Partner if the Managing General Partner has:

(1) willfully, or as a result of its negligence, failed in any year to distribute Net Cash Flow, Net Refinancing Proceeds or Net Sale Proceeds as and to the extent required hereunder; or

(2) willfully, or as a result of its negligence, failed in any year to deliver the statements and reports required by Article VI hereof; failed to carry out any of its duties or obligations under Article IV hereof (including, without limitation, any failure to devote sufficient time or attention to the management and other affairs of the Partnership or any failure to curtail other activities or projects as provided in Section 4.01. hereof); or otherwise violated in a material respect any other provision of this Agreement or any provision of applicable law, including, without limitation, if any of its representations or warranties set forth herein shall have been wrong or incorrect when made; in each instance under this clause (2) if such failure, violation or misstatement has a material adverse effect on the Partnership or on any Partner; or

(3) transferred or attempted to transfer its partnership interest in the Partnership or other interests in or assets of the Partnership or withdrawn or retired or attempted to withdraw or retire as a General Partner, other than in accordance with the provisions of this Agreement; or

(4) suffered the transfer of interests in Managing General Partner or in its corporate general partner such that Donald W. Pulver or an individual or entity who obtains an interest by the death or incapacity of Donald W. Pulver shall no longer retain effective control over Managing General Partner but only if any of the foregoing described grounds for removal has not been completely and fully cured in its entirety, to the satisfaction of the Administrative General Partner, within thirty (30) consecutive days following the Managing General Partner's receipt of written notice specifying such grounds.

B. Notice of intended removal (citing the failure to cure the cause or causes for removal) (the "Removal Notice") shall be sent to the Managing General Partner signed by or on behalf of the Administrative General Partner. Within ten (10) consecutive days after such Removal Notice is received by the Managing General Partner, the Managing General Partner shall send written notice to the Administrative General Partner admitting or denying the grounds for removal. If such grounds for removal are admitted, or if the Managing General Partner fails timely to respond to the Removal Notice from any General Partner required hereby, then the Managing General Partner shall be removed as of a date which is one (1) day after the expiration of such ten
(10) day period. If the grounds for removal are denied, then the matter shall be handled as follows:

At the election of any General Partner, the matter shall be an "Arbitrable Dispute" and shall be subject to the process set forth in
Section 7.11 hereof, in which event the Managing General Partner shall retain all rights, powers and duties hereunder as a General Partner, all authority in respect of the Partnership and the conduct of its business until a final determination of the matter has been rendered by the Arbitrator, as hereinafter defined. If such determination is made to the effect that grounds for removal exist, then (a) such determination, at the election of the Managing General Partner exercised within sixty (60) days of the rendering

thereof, shall not be binding on the Managing General Partner or the Partnership, (b) the matter shall be litigated, at the election of the Managing General Partner exercised within sixty (60) days of the rendering of such determination, in any competent state or federal court in the Commonwealth of Pennsylvania and in accordance with the rules of court then obtaining, and (c) the Managing General Partner, on the date on which such determination was made and thereafter during the period prior to the Removal Date (the "Suspension Period") shall become divested of all powers and duties hereunder as the Managing General Partner and all authority in respect of the Partnership shall become vested in Administrative General Partner. If such determination is made to the effect that no grounds for removal exist, then
(x) such determination, at the election of Administrative General Partner exercised within sixty (60) days of the rendering thereof, shall not be binding upon the Administrative General Partner or the Partnership, (y) the Managing General Partner shall retain all rights, powers and duties hereunder as a General Partner and all authority in respect of the Partnership and the conduct of its business shall continue to be vested in the Managing General Partner in accordance with the terms of this Agreement until such date, if any, as a final, unappealable judicial decision is rendered to the effect that grounds for removal exist (or if an appealable decision to that effect is rendered, the date on which any period to appeal therefrom has expired without an appeal therefrom having been taken) and (z) the matter shall be litigated, at the election of the Administrative General Partner exercised within sixty
(60) days of the rendering of such determination, in any competent state or federal court in the Commonwealth of Pennsylvania and in accordance with the rules of court then obtaining.

C. The term "Removal Date," as used herein, shall mean the date, if any, on which a decision (whether by the Arbitrator or a court of competent jurisdiction) to the effect that grounds for removal exist becomes final and unappealable. In addition to and not in limitation of any rights under Section 7.06 hereof, at any time after the Removal Notice and until the Removal Date, Administrative General Partner shall have the right to implement the buy-sell procedures set forth in Section 7.06. hereof.

D. On the Removal Date, the Managing General Partner shall thereupon become a Limited Partner pursuant to, and with the rights, privileges and priorities described in, Section 4.03 hereof. The removed or suspended Managing General Partner shall not be liable or responsible for any actions taken or for any contracts or other obligations entered into by any other General Partner (on behalf of the Partnership) during the Suspension Period or on the Removal Date and thereafter.

E. Upon any removal of the Managing General Partner, as promptly as practicable following the Removal Date, the Administrative General Partner shall select a Successor Managing General Partner. Once selected, the successor shall assume all of the duties, responsibilities and obligations, and shall succeed to the rights and powers of, the Managing General Partner hereunder. Any such successor Managing General Partner may, at the election and direction of Administrative General Partner, be Administrative General Partner or be any person or entity affiliated with or otherwise related to Administrative General Partner in any

capacity; provided, however, that the manager of the Project may be any unaffiliated or unrelated person or entity.

F. If, following the divesting of Managing General Partner of its powers and duties as set forth in subsection B and C hereof, a final and unappealable determination is made that no grounds for removal exist, Managing General Partner shall be revested in all its powers and duties as Managing General Partner immediately upon the date such determination becomes final and unappealable.

7.10. Deadlock on Sale.

A. If at any time after the date hereof the Managing General Partner receives a bona fide written offer (the "Purchase Offer") to purchase all or any portion of the Project, the Managing General Partner shall have the right, but not the obligation, to transmit the same to the other Partners. If, at any time after the date which is the fourth (4th) anniversary of the date hereof, any General Partner receives a bona fide written offer to purchase all or any portion of the Project, the General Partner receiving such offer shall transmit the same to the other Partners. Each General Partner shall communicate whether it desires to accept or reject any such transmitted Purchase Offer to the other Partners within ten (10) days of its receipt of the Purchase Offer; and, in the absence of communication within such ten-day period, any non-communicating Partner shall be deemed to have communicated its desire to reject the Purchase Offer. If any General Partner wishes to accept the Purchase Offer, then the General Partner who desires to reject the Purchase Offer shall have the option, but shall be required, either (i) to accept the Purchase Offer, or (ii) to purchase the Partnership interests of the General Partner who desires to accept the Purchase Offer, and, if the Managing General Partner desires to accept such Purchase Offer, Administrative Partner's offer must also be to purchase the Partnership interest of Limited Partner so long as the Limited Partner is Donald W. Pulver, an entity at least 51% owned by him or a transferee from him which has not been approved or which is not required to be approved by Administrative General Partner. Any such purchase by Administrative General Partner or Managing General Partner shall be on the terms and conditions set forth in this Section 7.10. For purposes of this Section 7.10., the following definitions and other provisions shall apply: (1) the Partner who wishes to accept the Purchase Offer (together with, if such Partner is Managing General Partner, Limited Partner) shall be the "Accepting Partners", and (2) the "Nonaccepting Partner" shall be the General Partner who wishes to reject the Purchase Offer.

B. The terms and conditions of the option provided for herein shall be as follows: (i) the option period shall commence on the date the Nonaccepting Partner notifies the Accepting Partners that it does not wish to accept the Purchase Offer (or on the date the Nonaccepting Partner is deemed to have rejected the Purchase Offer), and the option period shall expire ten (10) days after such commencement date; (ii) the purchase price (the "Sale Purchase Price") for the partnership interests of the Accepting Partners shall, for purposes of computing such Sale Purchase Price, be the total amount that would be distributed in cash to the Accepting Partners in accordance with Section 5.02 hereof if the Partnership sold the Project pursuant to the

Purchase Offer in an all cash transaction; (iii) at the time of its or their exercise of the option granted herein, the Nonaccepting Partner shall deliver to the Accepting Partners its bank certified, treasurer's or cashier's check in amount equal to ten percent (10%) of the Sale Purchase Price (the "Deposit"), which Deposit shall be forfeited to the Accepting Partners if a closing hereunder shall not timely occur (except for non-occurrence by reason of a default by the Accepting Partners in their obligation so to close); (iv) a closing of the sale by the Accepting Partners to the Nonaccepting Partner shall be held within eighty (80) days of the Nonaccepting Partner's notice to the Accepting Partners of the Nonaccepting Partner's exercise of its option to purchase hereunder; (v) at the closing, the partnership interests of the Accepting Partners shall be assigned, transferred and conveyed to the Nonaccepting Partner, or its nominee(s), free and clear of all liens, charges, security interests and other encumbrances; and (vi) at the closing, the Nonaccepting Partner, or its nominee(s), shall deliver to the Accepting Partners cash or a bank certified, treasurers or cashier's check in the aggregate amount of the Sale Purchase Price less the Deposit.

C. If the Nonaccepting Partner shall not exercise the option granted it by the foregoing provisions of this Section 7.10. by written notice (accompanied by the Deposit) to the Accepting Partners within the option period provided for hereby, it then shall be obligated to accept the Purchase Offer and conclude the sale and purchase of the Project on the terms and conditions provided for thereby; but if such Purchase Offer (and any agreement of sale executed in connection therewith) is not consummated in accordance with its terms, then the deadlock procedure established by this Section 7.10. shall be reinstated.

7.11 Arbitrable Disputes.

A. (i) All disputes and claims under this Agreement which are designated as "Arbitrable Disputes" shall follow the dispute resolution mechanism set forth in this Section.

(ii) Where no procedure for invoking this mechanism is set forth in the section in which a particular dispute is designated as an Arbitrable Dispute, such procedure shall be invoked as follows: any party to the dispute (hereinafter, an "Arbitration Party") may invoke the process set forth in this Section 7.11 by written notice (each, an "Arbitration Notice") to the other Arbitration Party, which Arbitration Notice shall set forth in reasonable detail the nature of the Arbitrable Dispute, including, without limitation, the monetary sums which are in dispute. Within ten (10) days from the date of the Arbitration Notice, the other Arbitration Party shall set forth a summary of its version of the dispute ("Answer") in a notice to the Arbitration Party sending the Arbitration Notice.

(iii) The Arbitration Parties agree to first attempt to settle any Arbitrable Dispute by mediation ("Mediation") administered in accordance with the Commercial Mediation Rules of the American Arbitration Association, prior to any Arbitration pursuant to Section 7.11(B).

(iv) The Mediation shall take place on a date or dates (each, a "Mediation Date") mutually agreed to by the Arbitration Parties, which date(s), unless the Arbitration Parties otherwise agree in writing, shall be no later than thirty (30) days after the date of the Answer. The Mediation shall take place at the office of the Managing General Partner or such other location in the Philadelphia Metropolitan Area as the Arbitration Parties shall mutually agree.

(v) The Mediation shall be conducted by a mediator selected by the mutual agreement of the Arbitration Parties (provided, if the Arbitration Parties are unable to agree as to a mediator, the mediator may be selected by a third party meeting the qualifications set forth in Section 7.11(B)(ii) for a third party selecting an arbitrator in the event of a dispute) meeting the qualifications for an Arbitrator (defined later) as set forth in Section 7.11(B)(ii) below.

B. (i) In the event the Arbitrable Dispute is not finally resolved by mutual written agreement of the Arbitration Parties within ten
(10) days from the Mediation Date ("Arbitration Commencement Date"), the Arbitrable Dispute shall be resolved by Arbitration pursuant to the provisions of this Section 7.11(B).

(ii) Within ten (10) days after the Arbitration Commencement Date, if the Arbitration Parties have not agreed upon an Arbitrator, the General Partners shall each (a) appoint one lawyer actively engaged in the licensed and full-time practice of law (including experience in resolving partnership disputes) in the Philadelphia Metropolitan area for a continuous period immediately preceding the Arbitration Commencement Date of not less than ten (10) years, but who has at no time ever represented or acted on behalf of any of the Arbitration Parties, and (b) deliver written notice of the identity of such lawyer to the other Arbitration Party. In the event that any Arbitration Party fails to so act, such lawyer shall be appointed pursuant to the same procedure that is followed when agreement cannot be reached as to the Arbitrator (as set forth below). Within ten (10) days after such appointment and notice, such lawyers shall appoint a third lawyer of the same qualification and background and shall deliver written notice of the identity of such lawyer and notice of the acceptance by such lawyer of such appointment to each of the Arbitration Parties. Such third lawyer shall be deemed to be the "Arbitrator" as used herein. In the event that agreement cannot be reached on the appointment of an Arbitrator within such period, such appointment and notification shall be made as quickly as possible by any court of competent jurisdiction, by any licensing authority, agency or organization having jurisdiction over such lawyers, by any professional association of lawyers in existence for not less than ten (10) years at the time of such dispute or disagreement and the geographical membership boundaries of which extend to the Philadelphia metropolitan area, or by any arbitration association or organization in existence for not less than ten (10) years at the time of such dispute or disagreement and the geographical boundaries of which extend to the Philadelphia Metropolitan area, as determined by the Arbitration Party giving such Notice of Dispute and simultaneously confirmed in writing delivered by such Arbitration Party to the other Arbitration Party. Any such court, authority, agency, association or organization shall be entitled

either to directly select such third lawyer or to designate in writing, delivered to each of the Arbitration Parties, an individual who shall do so. In the event of any subsequent resignation or inability to perform by the Arbitrator, the Arbitrator shall be replaced in accordance with the provisions of this Section 7.11(B)(ii) as if such replacement was an initial appointment to be made under this Section 7.11(B)(ii) within the time constraints set forth in this Section 7.11(B)(ii), measured from the date of notice of such resignation or inability to the person or persons required to make such appointment, with all the attendant consequences of failure to act timely if such appointed person is an Arbitration Party hereto.

(iii) Consistent with the provisions of this Section 7.11, the Arbitrator shall utilize his utmost skill and shall apply himself diligently so as to hear and decide the outcome and resolution of any Arbitrable Dispute submitted to the Arbitrator as promptly as possible, but in any event on or before the expiration of ninety (90) days after the appointment of the Arbitrator. The Arbitrator shall not have any liability whatsoever for any acts or omissions performed or omitted in good faith pursuant to the provisions of this Section 7.11(B).

(iv) The Arbitrator shall, having in mind the ninety (90) day time limitation set forth above for resolving disputes, (a) enforce and interpret the rights and obligations set forth in this Agreement with respect to the Arbitrable Dispute to the extent not prohibited by law, (b) fix and establish any and all rules as it shall consider appropriate, in its discretion, to govern the proceedings before it, including any and all rules of procedure and/or evidence, and (c) make and issue any and all orders, final or otherwise, and any and all awards, as a court of competent jurisdiction sitting at law or in equity could make and issue, and as it shall consider appropriate in its sole and absolute discretion, including the awarding of monetary damages (but shall not award punitive damages except in situations involving knowing fraud), the awarding of reasonable attorneys' fees and costs to the prevailing Arbitration Party as determined by the Arbitrator, in his discretion, and the issuance of injunctive relief.

(v) The Arbitration Parties shall allow and participate in discovery in accordance with the Federal Rules of Civil Procedure for a period of forty-five (45) days after the Arbitration Commencement Date. Unresolved discovery disputes may be brought to the attention of, and resolved by, the Arbitrator.

(vi) The Arbitrator shall be compensated for any and all services rendered under this Section 7.11(B) at a rate of compensation equal to the then-prevailing rate for arbitrators of similar experience and qualifications as the Arbitrator, plus reimbursement for any and all expenses incurred in connection with the rendering of such services, payable in full promptly upon conclusion of the proceedings before the Arbitrator. Such compensation and reimbursement shall be borne by the nonprevailing Arbitration Party as determined by the Arbitrator in its sole and absolute discretion.

7.12 Right of Contribution in Favor of Managing General Partner. At any time during the term of this Partnership Agreement after the third anniversary hereof and subject to

compliance with federal and state securities laws applicable to private placements of securities, the Managing General Partner and Limited Partner, or any successor to their respective interests herein, shall have the right, in their sole discretion, to contribute all of their respective interests in and to the Partnership to Brandywine Operating Partnership, L.P., and in exchange to receive Equivalent Units, as hereinafter defined, of Brandywine Operating Partnership, L.P. (such contribution right, hereinafter, the "Contribution Election"). The Contribution Election shall be exercised in accordance with the following procedure:

A. At any time after the date which is the third anniversary hereof, and from time to time but no more than once in any Fiscal Year, Managing General Partner shall have the right, by notice to Administrative Partner, to request that the Fair Market Value of the Project be determined in accordance with Section 7.12(F) hereof.

B. Managing General Partner and Limited Partner shall jointly notify Administrative General Partner of their exercise of the Contribution Election not less than thirty (30) days prior to the Closing Date, as hereinafter defined (such notice hereinafter being referred to as the "Election Notice"), but in any event leaving such time as is necessary, if any, to determine the Fair Market Value of the Project as set forth herein. If the Fair Market Value has not yet been determined and no request by Managing General Partner in accordance with Section 7.12(A) has been made, immediately upon the giving of the Election Notice, the parties shall determine the Fair Market Value of the Project in accordance with Section 7.12(F) hereof.

C. On the Closing Date, as hereinafter defined, Managing General Partner and Limited Partner shall deliver to Administrative General Partner or its designee an assignment, without recourse, but with a representation that the partnership interest is free of liens except those disclosed to and consented to by Administrative General Partner of all of Managing General Partner's and Limited Partner's right, title and interest in and to the Partnership, including, but not limited to, all of Managing General Partner's and Limited Partner's interest as partners in the Partnership, and Administrative General Partner shall deliver to Managing General Partner and Limited Partner or their respective designees an assignment, without recourse, of the Equivalent Units in Brandywine Operating Partnership, L.P., convertible into common shares of beneficial interest of Brandywine Realty Trust as aforesaid. The Partners agree that they shall execute such other instruments as shall be necessary to effect such assignments as any of them may reasonably request.

D. In no event shall Brandywine Operating Partnership, L.P. be required to issue upon contribution by the Managing General Partner and the Limited Partner of their respective interests in the Partnership a number of Equivalent Units which are convertible into a number of common shares of beneficial interest of Brandywine Realty Trust in excess of the Stock Exchange Limit. The term "Stock Exchange Limit" means the maximum number of common shares of beneficial interest which Brandywine Realty Trust would be permitted to issue upon conversion of Equivalent Units without obtaining prior shareholder approval under New York Stock Exchange Rules (or the rules of any other stock exchange on which the common shares of

beneficial interest of Brandywine Realty Trust are then listed). In addition, in no event shall the Managing General Partner and Limited Partner (or any successor to their respective interests) have the right to contribute their respective interests in the Partnership to Brandywine Operating Partnership, L.P. unless the Fair Market Value is a positive number.

E. The term "Closing Date," as used above, shall mean the date mutually agreed upon by the Administrative General Partner and the Managing General Partner or, if no such date is agreed upon, upon the date which is thirty (30) days following the later of the date the Election Notice is deemed delivered or the date upon which the Fair Market Value has been determined as set forth in subsection 7.12(F) hereof. Notwithstanding anything to the contrary contained herein, at any time prior to the Closing Date, Managing General Partner may withdraw the Contribution Election provided that Managing General Partner pays all fees and expenses of the appraiser or appraisers who perform(s) the appraisal identified in subsection (F) hereof.

F. "Fair Market Value," as used in this Section 7.12, shall mean, as of any date, the amount a willing buyer would pay to a willing seller, as of such date, for the Project in an arms length transaction in which neither party is compelled to buy or sell, as the case may be. If Managing General Partner and Administrative General Partner cannot agree on the Fair Market Value, or if either Managing General Partner or Administrative General Partner elects by written notice to the other within ten (10) days after the date the Contribution Notice is delivered in accordance with Article 11 hereof, the Fair Market Value shall be determined by an appraisal of the Project conducted by independent MAI appraisers or members of the American Society of Real Estate Appraisers in accordance with the following appraisal procedures:

(1) In determining Fair Market Value, it is understood and agreed by Managing General Partner and Administrative General Partner that the Project shall be appraised free and clear of all indebtedness, Partners' Loans and Partners' Priority Loans and excluding other liabilities of the Partnership and that the appraiser or appraisers may, in connection with its or their appraisal, take into account such factors affecting Fair Market Value, including, without limitation, the present value of any benefit of the indebtedness secured by the Subordinate Debt Documents in relation to the then-current market-rate indebtedness (net of (a) any principal, if any, payable upon an acceleration of such indebtedness, if any, by reason of the transfer but otherwise assuming that the Subordinate Debt Documents would be repaid at maturity and otherwise according to the terms and (b) the present value of any future participation payments to the holders of the Subordinate Debt Documents based upon the then-current cash flow and then-current value of the Project, assuming that the Project will be refinanced at the end of the then-current term of the first mortgage but not sold prior to maturity of the Subordinate Debt Documents), the identity and creditworthiness of the tenants of the Project, the terms and expiration dates of such tenants' leases, prevailing rental rate and rental concession and tenant build-out terms, prevailing leasing commission rates on lease renewals and new leases, general market conditions in the Conshohocken/West Conshohocken submarket, prevailing capitalization and discount rates, and comparable sales, as well as the various assets and liabilities of the

Partnership (excluding the liabilities to be subtracted from Fair Market Value under subsection H(1)) hereof as such appraiser or appraisers deem necessary or appropriate; and

(2) Within ten (10) days after Managing General Partner's or Administrative General Partner's election by written notice to the other to determine Fair Market Value of the Project by appraisal, Managing General Partner and Administrative General Partner each shall select one appraiser who satisfies the requirements for appraisers referenced above and notify the other of the appraiser within such 10-day time period, the appraiser selected by it. If Managing General Partner or Administrative General Partner fails to select such an appraiser within such 10-day time period, the appraiser selected by the other shall act alone. The appraiser or appraisers so selected shall appraise the Fair Market Value of the Project within thirty (30) days after their selection. If one appraiser acts, the Fair Market Value of the Project shall be the amount determined by such appraiser. If two appraisers act, the Fair Market Value of the Project shall be the average of the amounts so determined, so long as the higher appraisal exceeds the lower appraisal by ten percent (10%) of the amount of the lower appraisal or less. If, however, the higher appraisal exceeds the lower appraisal by in excess of such ten percent (10%), the two appraisers shall appoint a third appraiser who satisfies the requirements for appraisers referenced above within fifteen (15) days. If the two appraisers fail to do so, then either Managing General Partner or Administrative General Partner may request that the American Arbitration Association or any successor organization thereto appoint a third appraiser who satisfies the requirements for appraisers referenced above. If a third appraiser has not been appointed by the American Arbitration Association or its successor within fifteen (15) days after Managing General Partner's or Administrative General Partner's request for it to do so, then either Managing General Partner or Administrative General Partner may apply to any court of competent jurisdiction for the appointment of such third appraiser. Such third appraiser, whether appointed by the original two appraisers, the American Arbitration Association or its successor, or a court of competent jurisdiction, shall appraise the Fair Market Value of the Project within thirty (30) days after his or her appointment. If the third appraisal exceeds the amount of the first two appraisals, the Fair Market Value of the Project shall be the higher of the first two appraisals; if the third appraisal is less than the lower of the first two appraisals, the Fair Market Value of the Project shall be the lower of the first two appraisals; and, in all other cases, the Fair Market Value of the Project shall be equal to the amount of the third appraisal. The provisions of this Section 7.12(F) for determination of the Fair Market Value of the Project shall be specifically enforceable to the extent such remedy is available under applicable law and the determination of such Fair Market Value hereunder shall be final and binding upon Managing General Partner, Administrative General Partner and Brandywine Operating Partnership for a one-year period. Each of Managing General Partner and Administrative General Partner shall pay the fees and expenses of the appraiser selected by it. The fees and expenses of the third appraiser, if any, shall be paid one-half (1/2) each by Managing General Partner and Administrative General Partner. If only one appraiser is used, the fees and expenses of such appraiser shall be paid one-half (1/2) each by Managing General Partner and Administrative General Partner.

G. The term "Equivalent Units" shall mean the number of limited partnership units of Brandywine Operating Partnership which are convertible, at the time of issuance, into that number of common shares of beneficial interest of Brandywine Realty Trust having an aggregate Market Value (as defined below) equal to the Contributing Partners' Proportionate Share of Fair Market Value of the Project as of the date which is three (3) days prior to the scheduled Closing Date. If there is more than one class of interest in Brandywine Operating Partnership, the class to be issued shall be the class which meets the requirements of the foregoing sentence and which is designated by Brandywine Operating Partnership.

H. The term "Contributing Partners' Share of Fair Market Value" is determined, with respect to each of the Managing General Partner and Limited Partner, by (1) subtracting from the Fair Market Value of the Project
(a) all principal outstanding and accrued and unpaid interest as of the Closing Date on the indebtedness of the Partnership (other than additional or contingent interest payable, if any, on the indebtedness evidenced by the Subordinate Debt Documents by reason of the transfer and considered by the appraisers in determining Fair Market Value), but including principal and interest outstanding as of the Closing Date on the Partners' Loans and Partners' Priority Loans; and (b) due and unpaid Preferred Cumulative Returns and BOP Preferred Cumulative Return, and the Additional Capital Balances of all Partners; (2) multiplying the resulting number by the respective Participation Percentages of the Managing General Partner and Limited Partner, respectively; and (3) adding to the result obtained in item (2) the sum of the following: (a) outstanding principal and interest on any Partners' Loans and Partners' Priority Loans made by each of such Partners, respectively (b) the Preferred Cumulative Returns due each of such partners, respectively, and (c) the Additional Capital Balances of each of such Partners, respectively.

I. The term "Market Value" shall mean, as of a given date, the average of the Closing Price (as defined below) of the common shares of beneficial interest of Brandywine Realty Trust for the twenty (20) consecutive trading days ending on such date. The term "Closing Price" on any date shall mean the last sale price of the common shares of beneficial interest, regular way, or, in case no such sale takes place on such date, the average of the closing bid and ask prices of the common shares of beneficial interest, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to which such securities are listed or admitted to trading on the New York Stock Exchange, or such other national securities exchange or the NASDAQ Stock Market on which the common shares of beneficial interest are then listed or admitted to trading.

J. The right of contributions set forth in this Section 7.12 is subject to the following: (1) the filing of an Additional Listing Application with the New York Stock Exchange and approval of such Application by the New York Stock Exchange. Administrative General Partner shall use its best efforts to file such Additional Listing Application and obtain the approval thereof prior to the third anniversary of the date of this Agreement; and (2) confirmation with the New York Stock Exchange that no shareholder approval is required for the granting of the rights

set forth herein. Administrative General Partner will use its best efforts to obtain confirmation that no such shareholder approval is required.

ARTICLE VIII

ADDITIONAL LIMITED PARTNERS

8.01. Additional Limited Partners and Their Contributions.

A. Additional limited partners may be admitted to the Partnership only upon the written consent of all General Partners.

B. Each such additional limited partner will make such contribution to the capital of the Partnership and will receive by reason of his or its contribution such percentage of the income, gains, profits, credits and other rights of the Partnership as will be set forth in the instrument evidencing the written consent thereto by all of the General Partners.

ARTICLE IX

INSURANCE

9.01. Coverage. The Managing General Partner shall, during all times while the Partnership is actively engaged in the operation of the Project, or in any development or construction operations or other similar activities, cause the Partnership to carry at the expense of the Partnership, and require all of its contractors and subcontractors to carry, insurance in amounts, with deductibles and in companies satisfactory to both General Partners. The General Partners shall evaluate and decide from time to time as necessary respecting the coverages then in effect or which should be in effect, and may add, eliminate, expand or reduce any of the same. Without limiting the generality of the foregoing, the Managing General Partner shall maintain on behalf of the Partnership at least the following minimum coverages, unless otherwise agreed to in writing by all the General Partners:

A. Insurance which shall comply with the Workers' Compensation and employer's liability laws of all states in which the Partnership shall have employees;

B. Comprehensive general liability insurance covering all operations of the Partnership, having a combined single limit of not less than $1,000,000 per occurrence for bodily injury (including death) and property damage;

C. Automobile liability insurance covering all owned, non-owned and hired vehicles used in the operations of the Partnership, having limits for bodily injury (including death)

not less than $2,000,000 per occurrence and limits for property damage not less than $1,000,000 per occurrence;

D. Umbrella liability insurance, concurrent with the coverages named in Sections 9.0l.A., 9.0l.B. and 9.0l.C. above, in such amount, if any, as any first mortgagee of the Project shall require or such other amount as Managing General Partner shall deem prudent;

E. During construction activities at the Project, builders all-risk extended coverage insurance (such to be maintained in an appropriate amount until replaced by the coverage described in Section 9.0l.F below);

F. Fire, extended coverage, vandalism and malicious mischief insurance in an amount based upon the replacement value of the Project (excluding roads, foundations, parking areas, paths, walkways and like improvements), including coverage for loss of contents and further coverage for loss of rentals;

G. Title insurance with respect to the Land, Project, and all other real estate of the Partnership; and

H. Boiler and machinery insurance, including coverage for loss of rentals.

9.02. Certificates; Notices.

A. The Managing General Partner shall furnish to the General Partners duplicate copies of policies and/or certificates of insurance certifying to the insurance then in effect (i) on or before the execution of this Agreement, (ii) upon the renewal or replacement of existing coverage or the obtaining of additional coverage, and (iii) at any other time upon the request of any General Partner on ten (10) days prior written notice.

B. Each insurance policy of the Partnership shall contain a provision requiring the insurer to notify the Partnership, in writing and at least thirty (30) days in advance, of any material change in the policy and of any notice of cancellation; and upon its receipt of any such notice the Managing General Partner shall promptly forward a copy of the same to each General Partner.

9.03. Concerning Liability Insurance. With respect to all liability policies of the Partnership, the Managing General Partner shall obtain such liability policies or endorsements thereto naming not only the Partnership as insured, but also naming all Partners and the manager or managing agent of the Project as additional insureds.

9.04. Miscellaneous. The Managing General Partner, on behalf of the Partnership, shall use its best efforts and take such steps as are within its control to (i) secure an endorsement or endorsements on all of the insurance policies referred to herein to the effect that all insurance

coverage of any Partner, carried by such Partner in its individual capacity, will be considered excess coverage, (ii) require all of the Partnership's architects, engineers and other design professionals to maintain errors and omissions coverage, (iii) require all of the Partnership's contractors and subcontractors to comply fully with the Occupational, Safety and Health Act of 1970, as amended from time to time, and (iv) require all of the Partnership's contractors to indemnify the Partnership and save it harmless and to submit evidence of contractual liability insurance in amounts sufficient, in its reasonable opinion, to secure such indemnity; all with the understanding, nevertheless, that the Managing General Partner shall be obligated to secure and obtain all or any portion of the foregoing to the extent the same are, in the Managing General Partner's judgment, available at reasonable cost.

ARTICLE X

DISSOLUTION AND TERMINATION

10.01. Dissolution.

A. The Partnership will be dissolved:

(i) upon the death, retirement, withdrawal, legal incompetency, removal, or bankruptcy of an individual General Partner or the retirement, bankruptcy, withdrawal, removal or dissolution of a corporate or partnership General Partner, unless (a) all remaining General Partners (if any remain) unanimously elect to continue the business of the Partnership, or (b) if no General Partner remains, the Limited Partners unanimously consent to the continuation of the business of the Partnership and unanimously select a successor general partner; or

(ii) upon the affirmative vote or written consent of all of the General Partners; or

(iii) upon the sale of the Project and all of the Land, and the repayment and satisfaction in full of any financing undertaken by the Partnership in respect thereof; or

(iv) at 12:00 midnight on July 1, 2050; provided, however, that the Partnership shall not terminate until its affairs have been wound up and its assets distributed as provided herein.

B. If the business of the Partnership is continued pursuant to Section 10.01.A.(i) above, (i) the Partnership will continue until the end of the term for which it is formed (as set forth in Section 10.0l.A. above), or until the subsequent death, legal incompetency, removal, bankruptcy, retirement, withdrawal or dissolution of a remaining or successor general

partner, in which event the election to continue, as above set forth, will again be effective; and (ii) in any such case the incompetent, removed, retired, withdrawn or bankrupt General Partner (or his or its legal representative), or the successor in interest of a deceased or dissolved General Partner, will become a Limited Partner with the same share of profits and losses of the Partnership and the same Participation Percentage and distribution priorities as before such event and, except as expressly provided elsewhere herein, will have all the rights of a Limited Partner.

C. As used in Sections 10.0l.A. and 10.0l.B. above, the term "bankruptcy" shall mean (i) the commencement by a General Partner of a voluntary case under any Chapter of the Bankruptcy Code (Title 11 of the United States Code), as now or hereafter in effect, or the taking by a General Partner of any equivalent or similar action by the filing of a petition or otherwise under any other federal or state law in effect at the time relating to bankruptcy or insolvency, (ii) the filing of a petition against a General Partner under any Chapter of the Bankruptcy Code (Title 11 of the United States Code), as now or hereafter in effect, or the filing of a petition seeking any equivalent or similar relief against a General Partner under any other federal or state law in effect at the time relating to bankruptcy or insolvency, and in either case the failure by such General Partner to secure the discharge of any such petition within sixty (60) consecutive days from the date of filing, (iii) the making by a General Partner of a general assignment for the benefit of his, its or any of their creditors, (iv) the appointment of a receiver, trustee, custodian or similar officer for a General Partner or for the property of a General Partner and the failure by such General Partner to secure the discharge of such receiver, trustee, custodian or similar officer within sixty (60) consecutive days from the date of appointment,.or (v) the admission in writing by a General Partner of any inability to pay debts generally as they become due.

10.02. Appointment of Liquidating Partner.

A. Upon the dissolution of the Partnership, if the Partnership's business is not continued pursuant to Section 10.01. hereof, the Managing General Partner (provided it then is a General Partner hereof and is not in breach or default of any of its obligations under this Agreement) shall act as Liquidating Partner on the terms hereinafter set forth; or if it no longer is a General Partner hereof or is in breach or default of any of its obligations under this Agreement, then Administrative General Partner (or its successors or assigns) shall select a Partner (the "Liquidating Partner") to wind up the affairs of the Partnership and distribute its assets. Another Partner shall be selected (in the same manner and for the same purpose) to succeed the Partner originally selected or any subsequently selected successor whenever the Partner originally selected or any such subsequently selected successor, as the case may be, fails for any reason to carry out such purpose. The Partner so selected and acting hereunder from time to time may be any General Partner or any other individual, corporation, or general or limited partnership, shall be compensated for his or its services hereunder (as and to the extent authorized by Administrative General Partner, but no compensation shall be payable if the Liquidating Partner is a Partner or is affiliated, directly or indirectly, with a Partner), and shall proceed diligently to wind up the affairs of the Partnership and distribute its assets in the manner hereinafter provided.

B. No Partner (other than the Managing General Partner) shall be required to accept appointment as Liquidating Partner. If no Partner is willing to accept such appointment, the General Partners shall select a third person to act in that capacity, and the person so selected shall for all purposes of this Agreement have the rights, powers and obligations of Liquidating Partner.

10.03. Distributions and Other Matters. Promptly upon the dissolution of the Partnership, if the Partnership's business is not continued pursuant to
Section 10.01. hereof, the Partners (or their legal representatives, heirs, successors, or assigns) will cause the cancellation of the Certificate, and the Liquidating Partner will liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority to the extent available:

A. To payment of secured debts and liabilities of the Partnership (other than Partner Loans or Partners Priority Loans) in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable;

B. To payment of unsecured debts and liabilities of the Partnership (other than Partner Loans or Partners' Priority Loans) in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable;

C. To payment of the expenses of liquidation of the Partnership in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, expenses with respect to which any Partner is or may be personally liable;

D. To the setting up of such reserves as the Liquidating Partner may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business; provided that any such reserve shall be held by the Liquidating Partner for the purposes of disbursing such reserves in payment of any of the aforementioned contingencies and, at the expiration of such period as the Liquidating Partner shall deem advisable (but in no case to exceed eighteen (18) months from the date of dissolution unless an extension of time is consented to by the General Partners), to distribute the balance thereafter remaining in the manner hereinafter provided; and

E. To the Partners in the order set forth in Section 5.02, above.

10.04. Distributions of Property. No Partner may demand or receive property other than cash in return for its contributions, loans or advances or upon dissolution as provided herein, except upon the written approval of both General Partners.

10.05. Actions of the Liquidating Partner; Statements of Account.

A. During the period of liquidation (which will be such reasonable time as may be required for the orderly completion of liquidation and distribution as set forth above), the Liquidating Partner, as trustee for the benefit of all Partners as tenants-in-common, shall take any and all action necessary or appropriate to complete such liquidation and distribution as provided in this Article, having for such purpose all of the powers enumerated in Article IV of this Agreement necessary or appropriate to accomplish the same.

B. The Liquidating Partner will prepare a final statement of the accounts of the Partnership as of the date of termination, and, as promptly as possible thereafter, a copy thereof will be furnished to each Partner. Such statement shall set forth the actual or contemplated application and distribution of the assets of the Partnership. Upon completion of distribution as required hereby, a further statement for the period of liquidation will be so prepared by the Liquidating Partner and furnished to each Partner.

ARTICLE XI

NOTICES AND COMMUNICATIONS

11.01. Notices. All notices, demands, requests, calls and other communications required by or permitted under this Agreement shall be in writing (whether or not a writing is expressly required hereby), and shall be directed as follows:

A. If to the Managing General Partner:

Two Oliver Tower Associates c/o Oliver Tyrone Pulver Corporation One Tower Bridge
100 West Front Street West Conshohocken, PA 19428

B. If to Administrative General Partner:

c/o Brandywine Realty Trust Newtown Corporate Campus 16 Campus Boulevard, Suite 150 Newtown Square, PA 19073 Attn: Anthony A. Nichols, Chairman Gerard H. Sweeney, President and Chief Executive Officer

C. If to Limited Partner:

Mr. Donald W. Pulver c/o Oliver Tyrone Pulver Corporation One Tower Bridge
100 West Front Street West Conshohocken, PA 19428

D. If to the Partnership, in care of each General Partner at its respective address stated above.

E. Any notice, demand, request, call or other communication required or permitted to be given or made under this Agreement will be deemed given or made (i) when delivered by hand delivery at its address set forth above, or (ii) three business days following its deposit in the U.S. Mail, addressed to such address, postage prepaid, registered or certified, return receipt requested (with a copy by regular U.S. mail, first class, postage prepaid), or (iii) on the next business day following its deposit with Federal Express or another nationally recognized express delivery service, addressed to such address (with a copy by regular U.S. mail, first class, postage prepaid).

11.02. Change of Address. Any Partner may specify a different address by sending to the Partnership a notice as hereinabove provided of such different address. If the address of the Partnership is changed, a written notice of such change of address shall be sent by the Managing General Partner by registered or certified mail to each other Partner.

11.03. Time of Communications. Any notice, demand, request, call or other communication required or permitted to be given or made to a Partner or to the Partnership under this Agreement will be deemed given or made (i) when delivered to such Partner or the Partnership, as the case may be, at its address set forth in Section 11.01. above, or (ii) three business days following its deposit in the U.S. Mail, addressed to such address, postage prepaid, registered or certified, return receipt requested (with a copy by regular U.S. mail, first class, postage prepaid), or (iii) on the next business day following its deposit with Federal Express or another nationally recognized express delivery service, addressed to such address (with a copy by regular U.S. mail, first class, postage prepaid).

ARTICLE XII

MISCELLANEOUS

12.01. Filings. The Partners agree that (i) a signed and acknowledged certificate shall be filed promptly in such offices as are required by the Act for the continuation of the Partnership as contemplated by this Agreement;
(ii) they shall sign, acknowledge and file from time to time in

such offices (and elsewhere) all writings to amend the Certificate as are required by the Act for the carrying out of the terms and provisions of this Agreement; (iii) upon dissolution and termination of the Partnership, they shall sign, acknowledge and file in such offices (and elsewhere) the writing required by the Act to cancel the Certificate; and (iv) they shall from time to time sign, acknowledge and file any other certificates, instruments and documents, as well as amendments thereto, under the laws of the Commonwealth of Pennsylvania or of any state or other jurisdiction in which the Partnership is doing or intends to do business in connection with the use of the name of the Partnership by the Partnership.

12.02. Power of Attorney.

A. Each Partner, by his or its execution of this Agreement, hereby irrevocably constitutes, empowers and appoints the Managing General Partner (for so long as it or its nominee shall remain a General Partner of the Partnership) and, in the absence of any General Partner, the person designated as Liquidating Partner pursuant to Section 10.02. hereof, as its true and lawful agent and attorney-in-fact to make, prepare, execute, sign, acknowledge, certify under oath and file and record, in its name, place and stead:

(1) the Certificate, as well as amendments thereto and a statement of cancellation thereof, under the Act, or which may be required by, or be appropriate under, the laws of any other state or other jurisdiction;

(2) any certificates, instruments and documents (including fictitious name applications), as well as amendments thereto and statements of cancellation thereof, as may be required by, or be appropriate under, the laws of any state or other jurisdiction in which the Partnership is doing or intends to do business in connection with the use of the name of the Partnership by the Partnership;

(3) without limiting the generality of the foregoing, any amendment to the Certificate which is necessary to reflect: (i) a change in the name or address of the Partnership or in the amount or character of the Capital Contributions or Additional Capital Contributions of any Partner; (ii) the admission of a substituted limited partner pursuant to the provisions of Article VII hereof; (iii) the admission of a general partner or additional limited partner pursuant to the provisions of Article VII or Article VIII hereof; (iv) the correction or clarification of any incorrect statement in the Certificate (or in any amendment thereto); or (v) a change in the time stated in the Certificate (or in any amendment thereto) for the expiration of the term hereof or for the return of the contributions of any Partner; and

(4) any other instrument which may be required to be filed by the Partnership under the laws of the United States, any state, or any political subdivision thereof, or by any governmental or quasi-governmental agency, or which any General Partner shall deem it advisable to file.

B. Each Partner further agrees, whenever requested so to do, personally to sign, certify under oath and acknowledge any of the foregoing and to execute whatever further instruments or other documents as shall be necessary or appropriate in the reasonable judgment of any Partner.

C. The foregoing powers of attorney are coupled with an interest, are irrevocable and, to the extent permitted by law, shall survive the death, dissolution, bankruptcy or legal incompetency of a Partner. The foregoing powers of attorney shall survive the sale, assignment or transfer by a Partner of any part or all of his interest in the Partnership.

12.03. Inspections. Any Partner shall have the full right and privilege at any time, at its own cost and expense, to inspect all or any part of the Land, Project or other Partnership property.

12.04. Other Remedies. Subject to the provisions of Section 4.0l.E. hereof and Section 12.06 hereof, any Partner shall have and shall maintain all rights or remedies it may have against any other Partner, at law or in equity or by this Agreement, including, without limitation, rights or remedies for or in respect of conduct constituting a fraud on the Partnership or on any Partner, or for or in respect of a breach of any fiduciary obligation.

12.05. Partners as Creditors. Any Partner who is a bona fide creditor of the Partnership as a lender thereto or by reason of any other debtor/creditor relationship therewith (including, without limitation, creditor status arising by reason of the making of any Partners' Loan or Partners' Priority Loan) shall be permitted, in the event of any breach thereof or default thereunder, to take such action and to exercise and pursue such other rights, powers or remedies against the Partnership and/or against any other obligor, which rights, powers or remedies are available to such Partner by law, in equity or by contract; and the taking of any such action, the exercise and pursuit of any such right, power or remedy, and the execution or foreclosure on any Partnership property in connection therewith, shall each be understood to be for the benefit of the creditor-Partner only and shall not be deemed or understood to cause or permit a reconstitution of the Partnership for the benefit of any other Partner.

12.06. Independent Ventures. Any Partner and any affiliate of any Partner may engage in or possess interests current or future in other business ventures of every nature and description, independently or with others, and whether such ventures compete with the Project or not, including, without limitation, the ownership, financing, leasing, operation, management, syndication, brokerage and development of real property; and neither the Partnership nor any Partner will have any rights by virtue of this Agreement or the existence of this Partnership in or to such independent ventures or to the income or profits derived therefrom.

12.07. Partial Invalidity. The invalidity or unenforceability of a portion of this Agreement will not affect the validity or enforceability of the remainder hereof.

12.08. Governing Law; Parties in Interest. This Agreement will be governed by and construed according to the laws of the Commonwealth of Pennsylvania, and will bind and inure to the benefit of the Partners and each of their respective heirs, successors, assigns, executors, administrators and personal representatives.

12.09. Amendment. This Agreement may be amended only by the unanimous written consent of all General Partners; provided, however, that no amendment to this Agreement which adversely affects the rights or liabilities of the Limited Partner shall be made without the Limited Partner's prior written consent.

12.10. Execution in Counterpart. This Agreement may be executed in counterparts, all of which taken together shall be deemed one original.

12.11. Computation of Time. In computing any period of time pursuant to this Agreement, the day of the act, date of notice, event or default from which the designated period of time begins to run will not be included. The last day of the period so computed will be included, unless it is a Saturday, Sunday or a legal holiday in the Commonwealth of Pennsylvania, in which event the period runs until the end of the next day which is not a Saturday, Sunday or such legal holiday.

12.12. Table of Contents; Titles and Captions. The Table of Contents preceding this Agreement and all article, section or subsection titles or captions contained herein are for convenience only and are not deemed part of the context hereof.

12.13. Pronouns and Plurals. All pronouns and any variations thereof are deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.

12.14. Approval by General Partners. In respect of all provisions of this Agreement, any reference to approval of the General Partners or consent of the General Partners shall mean, unless the context hereof shall expressly require otherwise, the unanimous approval or consent of all of the General Partners.

12.15. Exhibits. The Exhibits attached hereto form a part of this Agreement and each is hereby incorporated herein by reference.

12.16. Entire Agreement. This Agreement and the Exhibits hereto contain the entire understanding and agreement among the Partners, and supersede any prior understandings and agreements between them respecting the subject matter hereof. Without limiting the foregoing, this Agreement amends, supersedes and restates the Original Agreement in its entirety and the Certificate amends, supersedes and restates the Original Certificate in its entirety.

12.17. Filing with Securities Exchange Commission. The parties hereto acknowledge and agree that Brandywine Realty Trust, the general partner of the sole member of the general partner of the Administrative General Partner, may make such filings as it deems necessary to comply with securities laws with the Securities Exchange Commission disclosing this transaction.

12.18. Non-Recourse.

A. No recourse shall be had for any of the obligations of the Administrative General Partner hereunder 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 of such liability being expressly waived and released by each of the other Partners.

B. No recourse shall be had for any of the obligations of the Managing General Partner hereunder or for any claim based thereon or otherwise in respect thereof against any past, present or future trustee, shareholder, officer or employee of Two Oliver Tower Corporation, whether by virtue of any statute or rule of law, or by the enforcement of any

assessment or penalty or otherwise, all of such liability being expressly waived and released by each of the other Partners.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amended and Restated Agreement of Limited Partnership the day and year first above written.

TWO OLIVER TOWER ASSOCIATES,
a Pennsylvania limited partnership

By: TWO OLIVER TOWER CORPORATION,
a Pennsylvania corporation, its duly
authorized general partner

By:  /s/ Donald W. Pulver
     ----------------------------
     Donald W. Pulver, President

BRANDYWINE TB II, L.P., a Pennsylvania limited partnership

By: BRANDYWINE TB II, L.L.C., a
Pennsylvania limited liability company

By: /s/ Anthony A. Nichols, Sr.
    ---------------------------------
    Anthony A. Nichols, Sr., Chairman

JOINDER

BRANDYWINE OPERATING PARTNERSHIP, L.P. hereby joins in this Agreement for the purpose of confirming that it will perform the obligations required of Brandywine Operating Partnership, L.P. under Section 7.12 hereof.

BRANDYWINE OPERATING PARTNERSHIP,
L.P., a Delaware limited partnership

By: BRANDYWINE REALTY TRUST, its duly
authorized general partner

By:  /s/ Anthony A. Nichols, Sr.
     ---------------------------------
     Anthony A. Nichols, Sr., Chairman

AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
TWO TOWER BRIDGE ASSOCIATES

Exhibit "A"
[Blanks to be completed]

                                                     Capital Balances
                                       Capital             and              Contribution    Participation
                                    Contributions    Capital Accounts        Percentages     Percentages
                                    -------------    ----------------       ------------    -------------

GENERAL PARTNERS
-----------------
Administrative General
Partner                             $2,709,889(1)      $2,709,889(1)            35%              35%
                                    ----------         ----------


Managing General Partner            $1,200,000         $1,200,000               64%              64%



LIMITED PARTNERS
----------------

Limited Partner                     $        0         $                         1%               1%