BRANDYWINE OPERATING PARTNERSHIP, L.P.,
Issuer,
BRANDYWINE REALTY TRUST,
Parent Guarantor,
CERTAIN SUBSIDIARIES OF
BRANDYWINE OPERATING PARTNERSHIP, L.P.,
Subsidiary Guarantors,
and
THE BANK OF NEW YORK,
Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of May 25, 2005
_______________
DEBT SECURITIES
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FIRST SUPPLEMENTAL INDENTURE
This First SUPPLEMENTAL INDENTURE,
dated as of May 25, 2005 (this “Supplemental Indenture”), to
the Indenture (defined below) among BRANDYWINE OPERATING PARTNERSHIP, L.P.,
a limited partnership formed under the laws of Delaware (the “Issuer”),
BRANDYWINE REALTY TRUST, a real estate investment trust formed under the
laws of Maryland and the sole general partner and a limited partner of the
Issuer (the “Parent Guarantor”), CERTAIN SUBSIDIARIES OF THE
ISSUER SIGNATORIES HERETO (each, a “Subsidiary Guarantor” and
together with the Parent Guarantor, the “Guarantors”) and THE
BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).
RECITALS
WHEREAS, the Issuer, certain of the Guarantors (the “Initial Guarantors”) and the Trustee executed an Indenture, dated as of October 22, 2004 (the “Indenture”), pursuant to which the Securities were guaranteed by such Guarantors; and
WHEREAS, pursuant to Section 901(5) of the Indenture, the Issuer and the Initial Guarantors may enter into a supplemental indenture to add guarantees with respect to the Securities; and
WHEREAS, the Issuer and the Initial Guarantors desire to add guarantees with respect to the Securities, and each Guarantor that is not an Initial Guarantor (collectively, the “Additional Guarantors”) is executing this Supplemental Indenture to add its guarantee with respect to the Securities; and
WHEREAS, all consents, opinions and notices required to be obtained and/or provided as conditions to the execution of this Supplemental Indenture and all other documents relating to the execution of this Supplemental Indenture have been obtained and provided;
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:
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ARTICLE ONE
AUTHORIZATION; DEFINITIONS |
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Section 101. Supplemental Indenture. |
This Supplemental Indenture is supplemental to, and is entered into in accordance with, Section 901 of the Indenture, and except as modified, amended and supplemented by this Supplemental Indenture, the provisions of the Indenture are in all respects ratified and confirmed and shall remain in full force and effect.
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Section 102. Definitions. |
Unless the context shall otherwise require, and except for terms defined herein, all terms which are defined in Section 101 of the Indenture shall have the same meanings, respectively, in this Supplemental Indenture, as such terms are given in said Section 101 of the Indenture.
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Section 201. Additional Guarantors. |
Each Additional Guarantor hereby expressly assumes the obligations of, and agrees to perform all of the duties of, a Subsidiary Guarantor under the Indenture, subject to the terms and conditions thereof.
ARTICLE THREE
MISCELLANEOUS |
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Section 301. Effective Date. |
This Supplemental Indenture shall become effective upon execution and delivery hereof.
The Trustee accepts the Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions set forth in the Indenture as supplemented herein. The Trustee shall not be responsible, in any manner whatsoever, for, or in respect of, the validity or sufficiency of this Supplemental Indenture or the due execution by the Issuer or the Guarantors, for, or in respect of, the recitals contained herein.
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Section 303. Successors and Assigns. |
All covenants and agreements in this Supplemental Indenture, by the Issuer, the Guarantors or the Trustee shall bind its or their (as the case may be) respective successors and assigns, whether so expressed or not.
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Section 304. Governing Law. |
This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
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Section 305. Incorporation Into Indenture. |
All provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made part of, the Indenture, and the Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument.
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Section 306. Counterparts. |
This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto
have caused this FIRST SUPPLEMENTAL INDENTURE dated May 25, 2005 to be duly
executed, all as of May 25, 2005.
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BRANDYWINE OPERATING PARTNERSHIP, L.P., |
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By: /s/ Xxxxxx X. Xxxxxxx |
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Title: President and Chief Executive Officer |
Attest: /s/ Xxxx X. Xxxxxxxx
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By: /s/ Xxxxxx X. Xxxxxxx |
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Title: President and Chief Executive Officer |
Attest: /s/ Xxxx X. Xxxxxxxx
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Title: Assistant Vice-President |
Attest: ___________________________
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Xxxxxx Operating Partnership I, L.P., a Delaware limited partnership, one of its general partners |
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Xxxxxxxxxx Xxxxxx, L.L.C., a Pennsylvania limited liability company, its general partner |
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Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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Xxxxxxxxxx Xxxxxx, L.L.C., a Pennsylvania limited liability company, one of its general partners |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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BRANDYWINE AMBASSADOR, L.P. |
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By: |
Brandywine Ambassador, L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine F.C., L.P., a Pennsylvania limited partnership, its general partner |
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Brandywine F.C., L.L.C., a Pennsylvania limited liability company, its general partner |
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Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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Brandywine Xxxx, LLC, a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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Brandywine F.C., L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE GRANDE B, L.P. |
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By: |
Brandywine Grande B, L.L.C., a Delaware limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE METROPLEX, L.P. |
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Brandywine Metroplex, LLC, a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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Brandywine P.M., L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE XX XXXXXX, L.P. |
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Brandywine XX Xxxxxx, LLC, a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Brandywine TB Inn, L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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Brandywine TB I, L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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Brandywine XX XX, L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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Brandywine TB V, L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Brandywine TB VI, L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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Brandywine TB VIII, L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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C/N IRON RUN LIMITED PARTNERSHIP III |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its general partner |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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C/N XXXXXX LIMITED PARTNERSHIP II |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its general partner |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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C/N OAKLANDS LIMITED PARTNERSHIP I |
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By: |
Xxxxxx Operating Partnership I, L.P., a Delaware limited partnership, its general partner |
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By: |
Xxxxxxxxxx Xxxxxx, L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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C/N OAKLANDS LIMITED PARTNERSHIP III |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its general partner |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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X-XXXXXXX.XXX HOLDING, L.P. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its general partner |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Xxxxxx Operating Partnership I, L.P., a Delaware limited partnership, its general partner |
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By: |
Xxxxxxxxxx Xxxxxx, L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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IRON RUN LIMITED PARTNERSHIP V |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its general partner |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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LC/N HORSHAM LIMITED PARTNERSHIP |
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Xxxxxx Operating Partnership I, L.P., a Delaware limited partnership, its general partner |
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Xxxxxxxxxx Xxxxxx, L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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LC/N XXXXX VALLEY LIMITED PARTNERSHIP I |
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Xxxxxx Operating Partnership I, L.P., a Delaware limited partnership, its general partner |
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Xxxxxxxxxx Xxxxxx, L.L.C., a Pennsylvania limited liability company, its general partner |
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Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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NEWTECH IV LIMITED PARTNERSHIP |
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Xxxxxx Operating Partnership I, L.P., a Delaware limited partnership, its general partner |
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Xxxxxxxxxx Xxxxxx, L.L.C., a Pennsylvania limited liability company, its general partner |
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Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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XXXXXXX LANSDALE LIMITED PARTNERSHIP III |
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By: |
Xxxxxx Operating Partnership I, L.P., a Delaware limited partnership, its general partner |
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Brandywine Xxxxxx L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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XXXXXX OPERATING PARTNERSHIP I, L.P. |
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Xxxxxxxxxx Xxxxxx, L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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100 ARRANDALE ASSOCIATES, L.P. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its general partner |
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Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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111 ARRANDALE ASSOCIATES, L.P. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its general partner |
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Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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000 XXXXXXXX XXX XXXXXXXXXX, X.X. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its general partner |
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Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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000 XXXXXXXX XXX XXXXXXXXXX, X.X. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its general partner |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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481 XXXX XXXXX WAY ASSOCIATES, L.P. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its general partner |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
-13-
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INTERSTATE CENTER ASSOCIATES |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, one of its general partners |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Brandywine Interstate 50, L.L.C., a Delaware limited liability company, one of its general partners |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
-14-
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IR NORTHLIGHT II ASSOCIATES |
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By: |
AAPOP 2, L.P., a Delaware limited partnership, one of its general partners |
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By: |
Xxxxxx Operating Partnership I, L.P., a Delaware limited partnership, one of its general partners |
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By: |
Xxxxxxxxxx Xxxxxx, L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Xxxxxxxxxx Xxxxxx, L.L.C., a Pennsylvania limited liability company, one of its general partners |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, one of its general partners |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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PLYMOUTH TFC GENERAL PARTNERSHIP |
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By: |
Brandywine P.M., L.P., a Pennsylvania Limited Partnership, its general partner |
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By: |
Brandywine P.M., L.L.C., a Pennsylvania limited liability company, its general partner |
-15-
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Xxxxxx Operating Partnership I, L.P., a Delaware limited partnership, one of its general partners |
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By: |
Xxxxxxxxxx Xxxxxx, L.L.C., a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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SOUTHPOINT LAND HOLDINGS, INC. |
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VALLEYBROOKE LAND HOLDINGS, INC. |
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BRANDYWINE AMBASSADOR, L.L.C. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE CHARLOTTESVILLE LLC |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE XXXXXX, L.L.C. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE DOMINION, L.L.C. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE GREENTREE V, LLC |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE INTERSTATE 50, L.L.C. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE–MAIN STREET, LLC |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE PIAZZA, L.L.C. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE PLAZA 1000, L.L.C. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE PROMENADE, L.L.C. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE XX XXXXXX, LLC |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
-18-
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BRANDYWINE TB INN, L.L.C. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE TB VIII, L.L.C. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE TRENTON URBAN RENEWAL, L.L.C. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE XXXXXX, L.L.C. |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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CHRISTIANA CENTER OPERATING COMPANY III LLC |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
x-Xxxxxxx.xxx Holding, L.P., a Pennsylvania limited partnership, its sole member |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its general partner |
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By: Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
-20-
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By: |
Brandywine Byberry LLC, a Delaware limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE MIDATLANTIC LP |
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By: |
Brandywine Midatlantic LLC, a Delaware limited liability company |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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OLS OFFICE PARTNERS, L.P. |
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By: |
Brandywine One Xxxxx LLC, a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Midatlantic LP, a Delaware limited partnership, its managing member |
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By: |
Brandywine Midatlantic LLC, a Delaware limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
-21-
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By: |
Brandywine Radnor Center LLC, a Pennsylvania limited liability company, its general partner |
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By: |
Brandywine Midatlantic LP, a Delaware limited partnership, its managing member |
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By: |
Brandywine Midatlantic LLC, a Delaware limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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RADNOR PROPERTIES ASSOCIATES-II, L.P. |
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By: |
Radnor GP, L.L.C., a Delaware limited liability company, its general partner |
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By: |
Brandywine Midatlantic LP, a Delaware limited partnership, its managing member |
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By: |
Brandywine Midatlantic LLC, a Delaware limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
-22-
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RADNOR PROPERTIES-SDC, L.P. |
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By: |
Radnor GP-SDC, L.L.C., a Delaware limited liability company, its general partner |
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By: |
Radnor Properties Associates-II, L.P., a Delaware limited partnership, managing member |
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By: |
Radnor GP, L.L.C., a Delaware limited liability company, its general partner |
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By: |
Brandywine Midatlantic LP, a Delaware limited partnership, its managing member |
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By: |
Brandywine Midatlantic LLC, a Delaware limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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RADNOR PROPERTIES-200 RC HOLDINGS, L.P. |
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By: |
Brandywine Radnor 200 Holdings LLC, a Delaware, limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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RADNOR PROPERTIES-200 RC, L.P. |
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By: |
Radnor GP-200 RC, L.L.C., a Delaware limited liability company, its general partner |
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By: |
Radnor Properties-200 RC Holdings, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Radnor 200 Holdings LLC, a Delaware, limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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RADNOR PROPERTIES-201 KOP, L.P. |
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By: |
Radnor GP-201 KOP, L.L.C., a Delaware limited liability company, its general partner |
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By: |
Radnor Properties Associates-II, L.P., a Delaware limited partnership, managing member |
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By: |
Radnor GP, L.L.C., a Delaware limited liability company, its general partner |
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By: |
Brandywine Midatlantic LP, a Delaware limited partnership, its managing member |
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By: |
Brandywine Midatlantic LLC, a Delaware limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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RADNOR PROPERTIES-555 LA, L.P. |
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By: |
Radnor GP-555 LA, L.L.C., a Delaware limited liability company, its general partner |
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By: |
Radnor Properties Associates-II, L.P., a Delaware limited partnership, managing member |
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By: |
Radnor GP, L.L.C., a Delaware limited liability company, its general partner |
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By: |
Brandywine Midatlantic LP, a Delaware limited partnership, its managing member |
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By: |
Brandywine Midatlantic LLC, a Delaware limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
-26-
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE MIDATLANTIC LLC |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Brandywine Midatlantic LP, a Delaware limited partnership, its sole member |
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By: |
Brandywine Midatlantic LLC, a Delaware limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE ONE XXXXXX SQUARE LLC |
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By: |
Brandywine Midatlantic LP, a Delaware limited partnership, its sole member |
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By: |
Brandywine Midatlantic LLC, a Delaware limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE RADNOR CENTER LLC |
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By: |
Brandywine Midatlantic LP, a Delaware limited partnership, its sole member |
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By: |
Brandywine Midatlantic LLC, a Delaware limited liability company, its general partner |
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Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE RADNOR 200 HOLDINGS LLC |
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Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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BRANDYWINE 300 DELAWARE LLC |
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By: |
Brandywine Midatlantic LP, a Delaware limited partnership, its sole member |
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By: |
Brandywine Midatlantic LLC, a Delaware limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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Back to Contents
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By: |
Brandywine Midatlantic LP, a Delaware limited partnership, its sole member |
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By: |
Brandywine Midatlantic LLC, a Delaware limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Radnor Properties Associates-II, L.P., a Delaware limited partnership, its sole member |
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By: |
Radnor GP, L.L.C., a Delaware limited liability company, its general partner |
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By: |
Brandywine Midatlantic LP, a Delaware limited partnership, its sole member |
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By: |
Brandywine Midatlantic LLC, a Delaware limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Radnor Properties-200 RC Holdings, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Radnor 200 Holdings LLC, a Delaware, limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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RADNOR GP-201 KOP, L.L.C. |
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By: |
Radnor Properties Associates-II, L.P., a Delaware limited partnership, managing member |
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By: |
Radnor GP, L.L.C., a Delaware limited liability company, its general partner |
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By: |
Brandywine Midatlantic LP, a Delaware limited partnership, its managing member |
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By: |
Brandywine Midatlantic LLC, a Delaware limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: |
Radnor Properties Associates-II, L.P., a Delaware limited partnership, managing member |
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By: |
Radnor GP, L.L.C., a Delaware limited liability company, its general partner |
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By: |
Brandywine Midatlantic LP, a Delaware limited partnership, its managing member |
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By: |
Brandywine Midatlantic LLC, a Delaware limited liability company, its general partner |
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By: |
Brandywine Operating Partnership, L.P., a Delaware limited partnership, its sole member |
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By: |
Brandywine Realty Trust, a Maryland real estate investment trust, its general partner |
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By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer |
Attest: /s/ Xxxx X. Xxxxxxxx
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