EXHIBIT 10.2
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (this "Pledge Agreement") is entered into as of
September 28, 1998 among BRANDYWINE REALTY TRUST ("BRT"), a Maryland real
estate investment trust, and BRANDYWINE OPERATING PARTNERSHIP, L.P., ("BOP"),
a Delaware limited partnership (collectively, the "Borrowers"), certain
Subsidiaries of the Borrowers as set forth on the signature pages hereto and
as may from time to time become a party hereto (individually a "Guarantor,"
and collectively the "Guarantors"; together with the Borrower, individually a
"Pledgor," and collectively the "Pledgors") and NATIONSBANK, N.A., in its
capacity as administrative agent (in such capacity, the "Administrative
Agent") for the lenders from time to time party to the Credit Agreement
described below (the "Lenders").
RECITALS
WHEREAS, pursuant to that certain Second Amended and Restated Credit
Agreement dated as of the date hereof (as amended, modified, extended, renewed
or replaced from time to time, the "Credit Agreement") among the Borrower, the
Guarantors, the Lenders and the Administrative Agent, the Lenders have agreed
to make Loans and issue Letters of Credit upon the terms and subject to the
conditions set forth therein; and
WHEREAS, it is a condition precedent to the effectiveness of the
Credit Agreement and the obligations of the Lenders to make their respective
Loans and to issue Letters of Credit under the Credit Agreement that the
Pledgors shall have executed and delivered this Pledge Agreement to the
Administrative Agent for the ratable benefit of the Lenders.
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to such terms in the Credit Agreement.
2. Pledge and Grant of Security Interest. Subject to Section 27
hereof, to secure the prompt payment and performance in full when due, whether
by lapse of time or otherwise, of the Pledgor Obligations (as defined in
Section 3 hereof), each Pledgor hereby pledges and assigns to the
Administrative Agent, for the benefit of the Lenders, and grants to the
Administrative Agent, for the benefit of the Lenders, a continuing security
interest in any and all right, title and interest of such Pledgor in and to
the following, whether now owned or existing or owned, acquired, or arising
hereafter (collectively, the "Collateral"):
(a) Pledged Shares. 100% of the issued and outstanding shares of
capital stock owned by such Pledgor of each Material Subsidiary which
is a corporation as more fully
described on Schedule 2(a) attached hereto (collectively, together
with any shares of capital stock described in Sections 2(d) and 2(e)
below, the "Pledged Shares").
(b) Pledged Membership Interests. 100% of the membership interests
owned by such Pledgor of each Material Subsidiary which is a limited
liability company as more fully described on Schedule 2(a) attached
hereto (collectively, together with any membership interests
described in Sections 2(d) and 2(e) below, the "Pledged Membership
Interests").
(c) Pledged Partnership Interests. 100% of the partnership
interests or units owned by such Pledgor of each Material Subsidiary
which is a partnership as more fully described on Schedule 2(a)
attached hereto (collectively, together with any partnership
interests or units described in Section 2(e) below, the "Pledged
Partnership Interests").
(d) Included Equity Interests. The Pledged Shares, Pledged
Membership Interests and Pledged Partnership Interests shall include,
but not be limited to:
(i) any shares, membership interests, partnership interests or
units, securities or equity interests of any kind representing
a dividend, distribution or return on equity upon or in respect
of the Pledged Shares, Pledged Membership Interests or Pledged
Partnership Interests, respectively, or resulting from a split,
revision, reclassification or other exchange therefor, and any
subscriptions, warrants, rights or options issued to the holder
of, or otherwise in respect of, the Pledged Shares, Pledged
Membership Interests or Pledged Partnership Interests; and
(ii) without affecting the obligations of such Pledgor under
any provision prohibiting such action hereunder, in the event
of any consolidation or merger in which a Subsidiary of such
Pledgor is not the surviving entity, 100% of the equity
interests (whether shares of stock, membership interests,
partnership interests, partnership units or otherwise) owned by
such Pledgor of the successor entity formed by or resulting
from such consolidation or merger.
(e) Additional Equity Interests. 100% of any equity interests
(whether capital stock, membership interests, partnership interests
or units or otherwise) owned by such Pledgor of any Person which
hereafter becomes a Material Subsidiary (other than Excluded Material
Subsidiaries), including, without limitation, any certificates
representing such equity interests.
(f) Proceeds. All proceeds and products of the foregoing, however
and whenever acquired and in whatever form.
Without limiting the generality of the foregoing, it is hereby
specifically understood and agreed that a Pledgor may from time to time
hereafter deliver additional shares of stock,
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membership interests or partnership interests or units to the Administrative
Agent as collateral security for the Pledgor Obligations. Upon delivery to the
Administrative Agent, such additional shares of stock, membership interests or
partnership interests or units shall be deemed to be part of the Collateral of
such Pledgor and shall be subject to the terms of this Pledge Agreement whether
or not Schedule 2(a) is amended to refer to such additional shares.
3. Security for Pledgor Obligations. The security interest created
hereby in the Collateral of each Pledgor constitutes continuing collateral
security for all of the following, whether now existing or hereafter incurred
(the "Pledgor Obligations"):
(a) In the case of the Borrower, the prompt performance and
observance by the Borrower of all obligations of the Borrower under
the Credit Agreement, the Notes, this Pledge Agreement and the other
Credit Documents to which the Borrower is a party;
(b) In the case of the Guarantors, subject to clause (c) of
Section 26 hereof, the prompt performance and observance by such
Guarantor of all obligations of such Guarantor under the Credit
Agreement, this Pledge Agreement and the other Credit Documents to
which such Guarantor is a party, including, without limitation, its
guaranty obligations arising under Section 4 of the Credit Agreement;
and
(c) All other indebtedness, liabilities and obligations of any kind
or nature, now existing or hereafter arising, owing from any Pledgor to
any Lender or the Administrative Agent pursuant to or in connection
with a transaction contemplated by the Credit Agreement or the other
Credit Documents, howsoever evidenced, created, incurred or acquired,
whether primary, secondary, direct, contingent, or joint and several,
including, without limitation, all obligations and liabilities incurred
in connection with collecting and enforcing the Pledgor Obligations.
4. Delivery of the Collateral. Each Pledgor hereby agrees that, upon
a Collateral Effective Date and for the duration of the ensuing Collateral
Period:
(a) Delivery. Each Pledgor shall deliver to the Administrative Agent
(i) promptly upon the occurrence of such Collateral Effective Date, all
certificates representing the Pledged Shares, Pledged Membership
Interests and/or Pledged Partnership Interests of such Pledgor and (ii)
promptly upon the receipt thereof by or on behalf of a Pledgor, all
other certificates and instruments constituting Collateral of a
Pledgor. Prior to delivery to the Administrative Agent, all such
certificates and instruments constituting Collateral of a Pledgor shall
be held in trust by such Pledgor for the benefit of the Administrative
Agent pursuant hereto. All such certificates shall be delivered in
suitable form for transfer by delivery or shall be accompanied by duly
executed instruments of transfer or assignment in blank, substantially
in the form provided in Exhibit 4(a) attached hereto, or such similar
form as requested by the Administrative Agent.
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(b) Additional Securities. If such Pledgor shall receive by virtue
of its being or having been the owner of any Collateral, any (i)
certificate representing any share of stock, membership interest,
partnership interest, partnership unit or other equity interest,
including without limitation, any certificate representing a dividend
or distribution in connection with any increase or reduction of
capital, reclassification, merger, consolidation, sale of assets,
combination of equity interests, splits, spin-offs or split-offs,
promissory note or other instrument; (ii) option or right, whether as
an addition to, substitution for, or an exchange for, any Collateral or
otherwise; (iii) dividends payable in securities; or (iv) distributions
of securities in connection with a partial or total liquidation,
dissolution or reduction of capital, capital surplus or paid-in
surplus, then such Pledgor shall receive such certificate, instrument,
option, right or distribution in trust for the benefit of the
Administrative Agent, shall segregate it from such Pledgor's other
property and shall deliver it forthwith to the Administrative Agent in
the exact form received together with any necessary endorsement and/or
appropriate stock power duly executed in blank, substantially in the
form provided in Exhibit 4(a), to be held by the Administrative Agent
as Collateral and as further collateral security for the Pledgor
Obligations.
(c) Financing Statements. Each Pledgor shall execute and deliver to
the Administrative Agent such Uniform Commercial Code or other
applicable financing statements as may be reasonably requested by the
Administrative Agent in order to perfect and protect the security
interest created hereby in the Collateral of such Pledgor.
5. Representations and Warranties. Each Pledgor hereby represents and
warrants to the Administrative Agent, for the benefit of the Lenders, that so
long as any of the Pledgor Obligations remain outstanding or any Credit
Document is in effect or any Loan or Letter of Credit shall remain
outstanding, and until all of the Commitments shall have been terminated:
(a) Authorization of Pledged Shares. The Pledged Shares, Pledged
Membership Interests and Pledged Partnership Interests are duly
authorized and validly issued, are fully paid and nonassessable and are
not subject to the preemptive rights of any Person. All other equity
interests constituting Collateral will be duly authorized and validly
issued, fully paid and nonassessable and not subject to the preemptive
rights of any Person.
(b) Title. Each Pledgor has good and indefeasible title to the
Collateral of such Pledgor and will at all times be the legal and
beneficial owner of such Collateral free and clear of any Lien, other
than Permitted Liens. There exists no "adverse claim" within the
meaning of Section 8-302 of the Uniform Commercial Code as in effect in
the State of North Carolina (the "UCC") with respect to the Pledged
Shares, Pledged Membership Interests or Pledged Partnership Interests
of such Pledgor.
(c) Exercising of Rights. The exercise by the Administrative Agent
of its rights and remedies hereunder will not violate any law or
governmental regulation or any material contractual restriction binding
on or affecting a Pledgor or any of its property.
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(d) Pledgor's Authority. No authorization, approval or action by,
and no notice or filing with any Governmental Authority or with the
issuer of any Pledged Shares, Pledged Membership Interests or Pledged
Partnership Interests is required either (i) for the pledge made by a
Pledgor or for the granting of the security interest by a Pledgor
pursuant to this Pledge Agreement or (ii) for the exercise by the
Administrative Agent or the Lenders of their rights and remedies
hereunder (except as may be required by laws affecting the offering and
sale of securities).
(e) Security Interest/Priority. This Pledge Agreement creates a
valid security interest in favor of the Administrative Agent, for the
benefit of the Lenders, in the Collateral. The taking possession by the
Administrative Agent of the certificates representing the Pledged
Shares, Pledged Membership Interests and Pledged Partnership Interests
and all other certificates and instruments constituting Collateral and
the filing or registration with the appropriate governmental office
with respect thereto will perfect and establish the first priority of
the Administrative Agent's security interest in the Pledged Shares,
Pledged Membership Interests and Pledged Partnership Interests and, in
all other Collateral represented by such Pledged Shares, Pledged
Membership Interests and Pledged Partnership Interests and instruments
securing the Pledgor Obligations. Except as set forth in this Section
5(e), no action is necessary to perfect or otherwise protect such
security interest.
(f) No Other Equity Interests. No Pledgor owns any shares of stock,
membership interests or partnership interests or units required to be
pledged hereunder other than as set forth on Schedule 2(a) attached
hereto.
(g) Name; Chief Executive Office; Books and Records. Each Pledgor's
legal name is as shown in this Pledge Agreement and no Pledgor has in
the past four months changed its name or been a party to a merger,
consolidation or other change in structure. Each Pledgor's chief
executive office and chief place of business are (and for the prior
four months have been) located at the locations set forth on Schedule
5(g) hereto, and each Pledgor keeps its books and records at such
locations.
6. Covenants. Each Pledgor hereby covenants, that so long as any of
the Pledgor Obligations remain outstanding or any Credit Document is in effect
or any Loan or Letter of Credit shall remain outstanding, and until all of the
Commitments shall have been terminated, such Pledgor shall:
(a) Books and Records. Xxxx its books and records (and shall cause
the issuer of the Pledged Shares, Pledged Membership Interests and
Pledged Partnership Interests of such Pledgor to xxxx its books and
records) to reflect the security interest granted to the Administrative
Agent, for the benefit of the Lenders, pursuant to this Pledge
Agreement.
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(b) Defense of Title. Warrant and defend title to and ownership of
the Collateral of such Pledgor at its own expense against the claims
and demands of all other parties claiming an interest therein, keep the
Collateral free from all Liens, except for Permitted Liens, and not
sell, exchange, transfer, assign, lease or otherwise dispose of
Collateral of such Pledgor or any interest therein, except as permitted
under the Credit Agreement and the other Credit Documents.
(c) Further Assurances. Promptly execute and deliver at its expense
all further instruments and documents and take all further action that
may be necessary and desirable or that the Administrative Agent may
reasonably request in order to (i) perfect and protect the security
interest created hereby in the Collateral of such Pledgor (including
without limitation any and all action necessary to satisfy the
Administrative Agent that the Administrative Agent has obtained a first
priority perfected security interest in any capital stock, membership
interest, partnership interest or partnership unit); (ii) enable the
Administrative Agent to exercise and enforce its rights and remedies
hereunder in respect of the Collateral of such Pledgor; and (iii)
otherwise effect the purposes of this Pledge Agreement, including,
without limitation and if requested by the Administrative Agent upon
the occurrence and during the continuation of an Event of Default,
delivering to the Administrative Agent irrevocable proxies in respect
of the Collateral of such Pledgor.
(d) Amendments. Not make or consent to any amendment or other
modification or waiver with respect to any of the Collateral of such
Pledgor or enter into any agreement or allow to exist any restriction
with respect to any of the Collateral of such Pledgor other than
pursuant hereto or as may be permitted under the Credit Agreement.
(e) Compliance with Securities Laws. File all reports and other
information now or hereafter required to be filed by such Pledgor with
the United States Securities and Exchange Commission and any other
state, federal or foreign agency in connection with the ownership of
the Collateral of such Pledgor.
(f) Change in Location. Not, without providing 30 days prior written
notice to the Administrative Agent and without filing such amendments
to any previously filed financing statements as the Administrative
Agent may require, (a) change the location of its chief executive
office and chief place of business (as well as its books and records)
from the locations set forth on Schedule 5(g) hereto or (b) change its
name or be party to a merger, consolidation or other change in
structure.
7. Advances by Lenders. On failure of any Pledgor to perform any of the
covenants and agreements contained herein, the Administrative Agent may, at its
sole option and in its sole discretion, perform the same and in so doing may
expend such sums as the Administrative Agent may reasonably deem advisable in
the performance thereof, including, without limitation, the payment of any
insurance premiums, the payment of any taxes, a payment to obtain a release of a
Lien or potential Lien, expenditures made in defending against any adverse claim
and all other expenditures which the Administrative Agent or the Lenders may
make for the protection of the
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security hereof or which it or they may be compelled to make by operation of
law. All such sums and amounts so expended shall be repayable by the Pledgors on
a joint and several basis promptly upon timely notice thereof and demand
therefor, shall constitute additional Pledgor Obligations and shall bear
interest from the date said amounts are expended at the default rate specified
in Section 3.1(b) of the Credit Agreement for Revolving Loans that are Base Rate
Loans. No such performance of any covenant or agreement by the Administrative
Agent or the Lenders on behalf of any Pledgor, and no such advance or
expenditure therefor, shall relieve the Pledgors of any default under the terms
of this Pledge Agreement or any other Credit Documents. The Lenders may make any
payment hereby authorized in accordance with any xxxx, statement or estimate
procured from the appropriate public office or holder of the claim to be
discharged without inquiry into the accuracy of such xxxx, statement or estimate
or into the validity of any tax assessment, sale, forfeiture, tax lien, title or
claim except to the extent such payment is being contested in good faith by a
Pledgor in appropriate proceedings and against which adequate reserves are being
maintained in accordance with GAAP.
8. Events of Default. The occurrence of an event which under the Credit
Agreement would constitute an Event of Default shall be an Event of Default
hereunder (an "Event of Default").
9. Remedies.
(a) General Remedies. Upon the occurrence of an Event of Default and
during the continuation thereof, the Administrative Agent and the
Lenders shall have, in respect of the Collateral of any Pledgor, in
addition to the rights and remedies provided herein, in the Credit
Documents or by law, the rights and remedies of a secured party under
the UCC or any other applicable law.
(b) Sale of Collateral. Upon the occurrence of an Event of Default
and during the continuation thereof, without limiting the generality of
this Section and upon reasonable notice, the Administrative Agent may,
in its sole discretion, sell or otherwise dispose of or realize upon
the Collateral, or any part thereof, in one or more parcels, at public
or private sale, at any exchange or broker's board or elsewhere, at
such price or prices and on such other terms as the Administrative
Agent may deem commercially reasonable, for cash, credit or for future
delivery or otherwise in accordance with applicable law. To the extent
permitted by law, any Lender may in such event bid for the purchase of
such securities. Each Pledgor agrees that, to the extent notice of sale
shall be required by law (unless the Pledgor has waived notice in
writing), any requirement of reasonable notice shall be met if notice,
specifying the place of any public sale or the time after which any
private sale is to be made, is personally served on or mailed, postage
prepaid, to such Pledgor, in accordance with the notice provisions of
Section 11.1 of the Credit Agreement at least ten days before the time
of such sale. The Administrative Agent shall not be obligated to make
any sale of Collateral of such Pledgor regardless of notice of sale
having been given. The Administrative Agent may adjourn any public or
private sale from time to time by announcement at the time and place
fixed therefor, and
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such sale may, without further notice, be made at the time and place to
which it was so adjourned.
(c) Private Sale. Upon the occurrence of an Event of Default and
during the continuation thereof, the Pledgors recognize that the
Administrative Agent may deem it impracticable to effect a public sale
of all or any part of the Pledged Shares, Pledged Membership Interests
and/or Pledged Partnership Interests or any of the securities
constituting Collateral and that the Administrative Agent may,
therefore, determine to make one or more private sales of any such
securities to a restricted group of purchasers who will be obligated to
agree, among other things, to acquire such securities for their own
account, for investment and not with a view to the distribution or
resale thereof. Each Pledgor acknowledges that any such private sale
may be at prices and on terms less favorable to the seller than the
prices and other terms which might have been obtained at a public sale
and, notwithstanding the foregoing, agrees that the price received in a
private sale, in and of itself, shall not constitute grounds that the
sale was made in a commercially unreasonable manner. Furthermore, the
Pledgor acknowledges that the Administrative Agent shall have no
obligation to delay sale of any such securities for the period of time
necessary to permit the issuer of such securities to register such
securities for public sale under the Securities Act of 1933. Each
Pledgor further acknowledges and agrees that any offer to sell such
securities which has been (i) publicly advertised on a bona fide basis
in a newspaper or other publication of general circulation in the
financial community of New York, New York or Philadelphia, Pennsylvania
(to the extent that such offer may be advertised without prior
registration under the Securities Act of 1933), or (ii) made privately
in the manner described above shall be deemed to involve a "public
sale" under the UCC, notwithstanding that such sale may not constitute
a "public offering" under the Securities Act of 1933, and the
Administrative Agent may, in such event, bid for the purchase of such
securities.
(d) Retention of Collateral. In addition to the rights and remedies
hereunder, upon the occurrence of an Event of Default, the
Administrative Agent may, after providing the notices required by
Section 9-505(2) of the UCC or otherwise complying with the
requirements of applicable law of the relevant jurisdiction (unless the
Pledgor objects thereto in accordance with applicable law), retain all
or any portion of the Collateral in satisfaction of the Pledgor
Obligations. Unless and until the Administrative Agent shall have
provided such notices, however, the Administrative Agent shall not be
deemed to have retained any Collateral in satisfaction of any Pledgor
Obligations for any reason.
(e) Deficiency. In the event that the proceeds of any sale,
collection or realization are insufficient to pay all amounts to which
the Administrative Agent or the Lenders are legally entitled, the
Pledgors shall be jointly and severally liable for the deficiency,
together with interest thereon at the default rate specified in Section
3.1(b) of the Credit Agreement for Revolving Loans that are Base Rate
Loans, together with the costs of collection and the reasonable fees of
any attorneys employed by the Administrative Agent to collect such
deficiency. Any surplus remaining after the full
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payment and satisfaction of the Pledgor Obligations shall be returned
to the Pledgors or to whomsoever a court of competent jurisdiction
shall determine to be entitled thereto.
10. Rights of the Administrative Agent.
(a) Power of Attorney. In addition to other powers of attorney
contained herein, each Pledgor hereby designates and appoints the
Administrative Agent, on behalf of the Lenders, and each of its
designees or agents as attorney-in-fact of such Pledgor, irrevocably
and with power of substitution, with authority to take any or all of
the following actions upon the occurrence and during the continuance of
an Event of Default:
(i) to demand, collect, settle, compromise, adjust and give
discharges and releases concerning the Collateral of such Pledgor,
all as the Administrative Agent may reasonably determine;
(ii) to commence and prosecute any actions at any court for
the purposes of collecting any of the Collateral of such Pledgor
and enforcing any other right in respect thereof;
(iii) to defend, settle or compromise any action brought and,
in connection therewith, give such discharge or release as the
Administrative Agent may deem reasonably appropriate;
(iv) to pay or discharge taxes, liens, security interests, or
other encumbrances levied or placed on or threatened against the
Collateral of such Pledgor;
(v) to direct any parties liable for any payment under any
of the Collateral to make payment of any and all monies due and to
become due thereunder directly to the Administrative Agent or as
the Administrative Agent shall direct;
(vi) to receive payment of and receipt for any and all
monies, claims, and other amounts due and to become due at any time
in respect of or arising out of any Collateral of such Pledgor;
(vii) to sign and endorse any drafts, assignments, proxies,
stock powers, verifications, notices and other documents relating
to the Collateral of such Pledgor;
(viii) to settle, compromise or adjust any suit, action or
proceeding described above and, in connection therewith, to give
such discharges or releases as the Administrative Agent may deem
reasonably appropriate;
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(ix) to execute and deliver all assignments, conveyances,
statements, financing statements, renewal financing statements,
pledge agreements, affidavits, notices and other agreements,
instruments and documents that the Administrative Agent may
determine necessary in order to perfect and maintain the security
interests and liens granted in this Pledge Agreement and in order
to fully consummate all of the transactions contemplated therein;
(x) to exchange any of the Collateral of such Pledgor or
other property upon any merger, consolidation, reorganization,
recapitalization or other readjustment of the issuer thereof and,
in connection therewith, deposit any of the Collateral of such
Pledgor with any committee, depository, transfer agent, registrar
or other designated agency upon such terms as the Administrative
Agent may determine;
(xi) to vote for a resolution, or to sign an instrument in
writing, sanctioning the transfer of any or all of the Pledged
Shares, Pledged Membership Interests and/or Pledged Partnership
Interests of such Pledgor into the name of the Administrative Agent
or one or more of the Lenders or into the name of any transferee to
whom the Pledged Shares, Pledged Membership Interests and/or
Pledged Partnership Interests of such Pledgor or any part thereof
may be sold pursuant to Section 9 hereof; and
(xii) to do and perform all such other acts and things as the
Administrative Agent may reasonably deem to be necessary, proper or
convenient in connection with the Collateral of such Pledgor.
This power of attorney is a power coupled with an interest and shall be
irrevocable (i) for so long as any of the Pledgor Obligations remain
outstanding, any Credit Document is in effect or any Loan or Letter of
Credit shall remain outstanding and (ii) until all of the Commitments
shall have been terminated. The Administrative Agent shall be under no
duty to exercise or withhold the exercise of any of the rights, powers,
privileges and options expressly or implicitly granted to the
Administrative Agent in this Pledge Agreement, and shall not be liable
for any failure to do so or any delay in doing so. The Administrative
Agent shall not be liable for any act or omission or for any error of
judgment or any mistake of fact or law in its individual capacity or
its capacity as attorney-in-fact except acts or omissions resulting
from its gross negligence or willful misconduct. This power of attorney
is conferred on the Administrative Agent solely to protect, preserve
and realize upon its security interest in Collateral.
(b) Performance by the Administrative Agent of Pledgor's
Obligations. If any Pledgor fails to perform any agreement or
obligation contained herein, the Administrative Agent itself may
perform, or cause performance of, such agreement or obligation, and
the expenses of the Administrative Agent incurred in connection
therewith shall be payable by the Pledgors on a joint and several
basis pursuant to Section 26 hereof.
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(c) Assignment by the Administrative Agent. The Administrative
Agent may from time to time assign the Pledgor Obligations and any
portion thereof and/or the Collateral and any portion thereof, and the
assignee shall be entitled to all of the rights and remedies of the
Administrative Agent under this Pledge Agreement in relation thereto.
(d) The Administrative Agent's Duty of Care. Other than the
exercise of reasonable care to assure the safe custody of the
Collateral while being held by the Administrative Agent hereunder, the
Administrative Agent shall have no duty or liability to preserve rights
pertaining thereto, it being understood and agreed that each of the
Pledgors shall be responsible for preservation of all rights in the
Collateral of such Pledgor, and the Administrative Agent shall be
relieved of all responsibility for Collateral upon surrendering it or
tendering the surrender of it to the Pledgors. The Administrative Agent
shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if such Collateral is
accorded treatment substantially equal to that which the Administrative
Agent accords its own property, which shall be no less than the
treatment employed by a reasonable and prudent agent in the industry,
it being understood that the Administrative Agent shall not have
responsibility for (i) ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters
relating to any Collateral, whether or not the Administrative Agent has
or is deemed to have knowledge of such matters; or (ii) taking any
necessary steps to preserve rights against any parties with respect to
any Collateral.
(e) Voting Rights in Respect of the Collateral.
(i) So long as no Event of Default shall have occurred and
be continuing, to the extent permitted by law, each Pledgor may
exercise any and all voting and other consensual rights pertaining
to the Collateral of such Pledgor or any part thereof for any
purpose not inconsistent with the terms of this Pledge Agreement or
the Credit Agreement; and
(ii) Upon the occurrence and during the continuance of an
Event of Default, all rights of a Pledgor to exercise the voting
and other consensual rights which it would otherwise be entitled to
exercise pursuant to paragraph (i) of this Section shall cease and
all such rights shall thereupon become vested in the Administrative
Agent which shall then have the sole right to exercise such voting
and other consensual rights.
(f) Dividend Rights in Respect of the Collateral.
(i) So long as no Event of Default shall have occurred and
be continuing and subject to Section 4(b) hereof, each Pledgor may
receive and retain any and all dividends (other than stock
dividends and other dividends constituting Collateral which are
addressed hereinabove) or interest paid in respect of the
Collateral to the extent they are allowed under the Credit
Agreement.
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(ii) Upon the occurrence and during the continuance of an
Event of Default:
(A) all rights of a Pledgor to receive the dividends
and interest payments which it would otherwise be authorized
to receive and retain pursuant to paragraph (i) of this
Section shall cease and all such rights shall thereupon be
vested in the Administrative Agent which shall then have the
sole right to receive and hold as Collateral such dividends
and interest payments; and
(B) all dividends and interest payments which are
received by a Pledgor contrary to the provisions of paragraph
(A) of this subsection shall be received in trust for the
benefit of the Administrative Agent, shall be segregated from
other property or funds of such Pledgor, and shall be
forthwith paid over to the Administrative Agent as Collateral
in the exact form received, to be held by the Administrative
Agent as Collateral and as further collateral security for
the Pledgor Obligations.
(g) Release of Collateral. The Administrative Agent may release any
of the Collateral from this Pledge Agreement or may substitute any of
the Collateral for other Collateral without altering, varying or
diminishing in any way the force, effect, lien, pledge or security
interest of this Pledge Agreement as to any Collateral not expressly
released or substituted, and this Pledge Agreement shall continue as a
first priority lien on all Collateral not expressly released or
substituted.
11. Rights of Required Lenders. All rights of the Administrative Agent
hereunder, if not exercised by the Administrative Agent, may be exercised by
the Required Lenders.
12. Application of Proceeds. Upon the occurrence and during the
continuance of an Event of Default, any payments in respect of the Pledgor
Obligations and any proceeds of any Collateral, when received by the
Administrative Agent or any of the Lenders in cash or its equivalent, will be
applied in reduction of the Pledgor Obligations in the order set forth in
Section 9.3 of the Credit Agreement, and each Pledgor irrevocably waives the
right to direct the application of such payments and proceeds and acknowledges
and agrees that the Administrative Agent shall have the continuing and exclusive
right to apply and reapply any and all such payments and proceeds in the
Administrative Agent's sole discretion, notwithstanding any entry to the
contrary upon any of its books and records.
13. Costs of Counsel. At all times hereafter, the Pledgors agree to
promptly pay upon demand any and all reasonable costs and expenses of the
Administrative Agent or the Lenders, (a) as required under Section 11.5 of the
Credit Agreement and (b) as necessary to protect the Collateral or to exercise
any rights or remedies under this Pledge Agreement or with respect to any
Collateral. All of the foregoing costs and expenses shall constitute Pledgor
Obligations hereunder.
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14. Continuing Agreement.
(a) This Pledge Agreement shall be a continuing agreement in
every respect and shall remain in full force and effect during each
Collateral Period so long as any of the Pledgor Obligations remain
outstanding or any Credit Document is in effect or any Loan or Letter
of Credit shall remain outstanding, and until all of the Commitments
thereunder shall have terminated (other than any obligations with
respect to the indemnities and the representations and warranties set
forth in the Credit Documents). Upon a Collateral Termination Date or
upon such payment and termination, this Pledge Agreement shall no
longer be effective until another Collateral Effective Date occurs
and the Administrative Agent and the Lenders shall, upon the request
and at the expense of the Pledgors, forthwith release all of its
liens and security interests hereunder and shall execute and deliver
all Uniform Commercial Code termination statements and/or other
documents reasonably requested by the Pledgors evidencing such
termination. Notwithstanding the foregoing all releases and
indemnities provided hereunder shall survive termination of this
Pledge Agreement or any period which is not a Collateral Effective
Period, subject to the provisions of the Credit Agreement.
(b) This Pledge Agreement shall continue to be effective or be
automatically reinstated, as the case may be, if at any time payment,
in whole or in part, of any of the Pledgor Obligations is rescinded or
must otherwise be restored or returned by the Administrative Agent or
any Lender as a preference, fraudulent conveyance or otherwise under
any bankruptcy, insolvency or similar law, all as though such payment
had not been made; provided that in the event payment of all or any
part of the Pledgor Obligations is rescinded or must be restored or
returned, all reasonable costs and expenses (including without
limitation any reasonable legal fees and disbursements) incurred by the
Administrative Agent or any Lender in defending and enforcing such
reinstatement shall be deemed to be included as a part of the Pledgor
Obligations.
15. Amendments; Waivers; Modifications. This Pledge Agreement and the
provisions hereof may not be amended, waived, modified, changed, discharged or
terminated except as set forth in Section 11.6 of the Credit Agreement.
16. Successors in Interest. This Pledge Agreement shall create a
continuing security interest in the Collateral and shall be binding upon each
Pledgor, its successors and assigns and shall inure, together with the rights
and remedies of the Administrative Agent and the Lenders hereunder, to the
benefit of the Administrative Agent and the Lenders and their successors and
permitted assigns; provided, however, that none of the Pledgors may assign its
rights or delegate its duties hereunder other than (a) with the prior written
consent of each Lender or the Required Lenders, as required by the Credit
Agreement, or (b) as otherwise permitted under the terms of the Credit
Agreement. To the fullest extent permitted by law, each Pledgor hereby releases
the Administrative Agent and each Lender, and its successors and assigns, from
any liability for any act or omission relating to this Pledge Agreement or the
Collateral, except for any liability arising
-13-
from the gross negligence or willful misconduct of the Administrative Agent, or
such Lender, or its officers, employees or agents.
17. Notices. All notices required or permitted to be given under this
Pledge Agreement shall be in conformance with Section 11.1 of the Credit
Agreement.
18. Counterparts. This Pledge Agreement may be executed in any number
of counterparts, each of which where so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this Pledge Agreement to produce or
account for more than one such counterpart.
19. 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 Pledge Agreement.
20. Governing Law; Submission to Jurisdiction; Venue.
(a) THIS PLEDGE AGREEMENT 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 Security Agreement may be
brought in the courts of the State of North Carolina, or of the United
States for the Western District of North Carolina, and, by execution
and delivery of this Security Agreement, each Pledgor hereby
irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of such courts. Each
Pledgor further irrevocably consents to the service of process out of
any of the aforementioned courts in any such action or proceeding by
the mailing of copies thereof by registered or certified mail, postage
prepaid, to it at the address for notices pursuant to Section 11.1 of
the Credit Agreement, such service to become effective 15 days after
such mailing. Nothing herein shall affect the right of the
Administrative Agent to serve process in any other manner permitted by
law or to commence legal proceedings or to otherwise proceed against
any Pledgor in any other jurisdiction. Each Pledgor agrees that a final
judgment in any action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law; provided that nothing in this Section 20 is
intended to impair a Pledgor's right under applicable law to appeal or
seek a stay of any judgment.
(b) Each Pledgor 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 Pledge Agreement brought in the courts referred to in subsection
(a) hereof and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or proceeding
brought in any such court has been brought in an inconvenient forum.
-14-
21. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH OF THE PARTIES TO THIS PLEDGE AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
22. Severability. If any provision of any of the Pledge Agreement 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.
23. Entirety. This Pledge Agreement and the other Credit Documents
represent the entire agreement of the parties hereto and thereto, and supersede
all prior agreements and understandings, oral or written, if any, including any
commitment letters or correspondence relating to the Credit Documents or the
transactions contemplated herein and therein.
24. Survival. Subject to the provisions of the Credit Agreement, all
representations and warranties of the Pledgors hereunder shall survive the
execution and delivery of this Pledge Agreement and the other Credit Documents,
the delivery of the Notes and the making of the Loans and the issuance of the
Letters of Credit under the Credit Agreement.
25. Other Security. To the extent that any of the Pledgor Obligations
are now or hereafter secured by property other than the Collateral (including,
without limitation, real and other personal property owned by a Pledgor), or by
a guarantee, endorsement or property of any other Person, then the
Administrative Agent and the Lenders shall have the right to proceed against
such other property, guarantee or endorsement upon the occurrence of any Event
of Default, and the Administrative Agent and the Lenders have the right, in
their sole discretion, to determine which rights, security, liens, security
interests or remedies the Administrative Agent and the Lenders shall at any time
pursue, relinquish, subordinate, modify or take with respect thereto, without in
any way modifying or affecting any of them or any of the Administrative Agent's
and the Lenders' rights or the Pledgor Obligations under this Pledge Agreement,
under any other of the Credit Documents.
26. Joint and Several Obligations of Pledgors.
(a) Each of the Pledgors is accepting joint and several liability
hereunder in consideration of the financial accommodation to be
provided by the Lenders under the Credit Agreement, for the mutual
benefit, directly and indirectly, of each of the Pledgors and in
consideration of the undertakings of each of the Pledgors to accept
joint and several liability for the obligations of each of them.
(b) Each of the Pledgors jointly and severally hereby irrevocably
and unconditionally accepts, not merely as a surety but also as a
co-debtor, joint and several liability with the other Pledgors with
respect to the payment and performance of all of the Pledgor
Obligations arising under this Pledge Agreement and the other Credit
-15-
Documents, it being the intention of the parties hereto that all the
Pledgor Obligations shall be the joint and several obligations of each
of the Pledgors without preferences or distinction among them.
(c) Notwithstanding any provision to the contrary contained herein
or in any other of the Credit Documents, to the extent the obligations
of a Guarantor shall be adjudicated to be invalid or unenforceable for
any reason (including, without limitation, because of any applicable
state or federal law relating to fraudulent conveyances or transfers)
then the obligations of each Guarantor hereunder shall be limited to
the maximum amount that is permissible under applicable law (whether
federal or state and including, without limitation, the Bankruptcy
Code).
27. Effective Date. Notwithstanding anything in this Pledge Agreement
to the contrary, (a) neither the pledges and grants of security interests
pursuant to Section 2 hereof, nor any of the covenants and other agreements
contained herein, shall become effective until a Collateral Effective Date or be
effective other than during a Collateral Period; provided that on any such
Collateral Effective Date such pledges, grants of security interests, covenants
and other agreements shall become effective immediately and without any further
action on the part of any of the parties hereto and shall remain effective
during the ensuing Collateral Period; and (b) none of the schedules referred to
herein shall be required to be completed or delivered to the Administrative
Agent until a Collateral Effective Date; provided that on any such Collateral
Effective Date, such schedules shall immediately be completed and delivered to
the Administrative Agent and thereafter such schedules (as they may be amended
from time to time) shall constitute a part of this Pledge Agreement.
[remainder of page intentionally left blank]
-16-
Each of the parties hereto has caused a counterpart of this Pledge
Agreement to be duly executed and delivered as of the date first above
written.
BORROWERS: BRANDYWINE REALTY TRUST,
a Maryland real estate investment trust
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------------------
Name: Xxxxxx X. Xxxxxxx
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/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
GUARANTORS: LC/N HORSHAM LIMITED PARTNERSHIP, a
Pennsylvania limited partnership
By: Xxxxxx Operating Partnership I, L.P., a Delaware
limited partnership, its general partner
By: Brandywine Xxxxxx, L.L.C., a Pennsylvania
limited liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
LC/N XXXXX VALLEY LIMITED PARTNERSHIP I, a
Pennsylvania limited partnership
By: Xxxxxx Operating Partnership I, L.P., a Delaware limited
partnership, its general partner
By: Brandywine Xxxxxx, L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
XXXXXXX LANSDALE LIMITED PARTNERSHIP III,
a Pennsylvania limited partnership
By: Xxxxxx Operating Partnership I, L.P., a Delaware
limited partnership, its general partner
By: Brandywine Xxxxxx L.L.C., a Pennsylvania
limited liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
NEWTECH III LIMITED PARTNERSHIP, a
Pennsylvania limited partnership
By: Xxxxxx Operating Partnership I, L.P., a Delaware
limited partnership, its general partner
By: Brandywine Xxxxxx L.L.C., a Pennsylvania
limited liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
XXXXXX OPERATING PARTNERSHIP I, L.P., a
Delaware limited partnership
By: Brandywine Xxxxxx, L.L.C., a Pennsylvania
limited liability company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
NEWTECH IV LIMITED PARTNERSHIP, a
Pennsylvania limited partnership
By: Xxxxxx Operating Partnership I, L.P., a Delaware
limited partnership, its general partner
By: Brandywine Xxxxxx, L.L.C., a Pennsylvania
limited liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
C/N OAKLANDS LIMITED PARTNERSHIP I, a
Pennsylvania limited partnership
By: Xxxxxx Operating Partnership I, L.P., a Delaware
limited partnership, its general partner
By: Brandywine Xxxxxx, L.L.C., a Pennsylvania
limited liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
FIFTEEN HORSHAM, L.P., a Pennsylvania limited
partnership
By: Xxxxxx Operating Partnership I, L.P., a Delaware
limited partnership, its general partner
By: Brandywine Xxxxxx, L.L.C., a Pennsylvania
limited liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
C/N LEEDOM LIMITED PARTNERSHIP II, a
Pennsylvania limited partnership
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its general partner
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
C/N IRON RUN LIMITED PARTNERSHIP III, a
Pennsylvania limited partnership
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its general partner
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
C/N OAKLANDS LIMITED PARTNERSHIP III, a
Pennsylvania limited partnership
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its general partner
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
IRON RUN LIMITED PARTNERSHIP V, a
Pennsylvania limited partnership
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its general partner
By: Brandywine Realty Trust, a Maryland
real estate investment trust, its
general partner
BRANDYWINE TB I, L.P., a Pennsylvania limited
partnership
By: Brandywine TB I, L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE XX XX, L.P., a Pennsylvania limited
partnership
By: Brandywine XX XX, L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE TB III, L.P., a Pennsylvania limited
partnership
By: Brandywine TB III, L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE TB VI, L.P., a Pennsylvania limited
partnership
By: Brandywine TB VI, L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE DOMINION, L.P., a Pennsylvania limited partnership
By: Brandywine Dominion, L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE P.M., L.P., a Pennsylvania limited partnership
By: Brandywine P.M., L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE I.S., L.P., a Pennsylvania limited
partnership
By: Brandywine I.S., L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE CENTRAL, L.P., a Pennsylvania
limited partnership
By: Brandywine F.C., L.P., a Pennsylvania limited partnership,
its general partner
By: Brandywine F.C., L.L.C., a Pennsylvania limited
liability company, its general partner
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
APPOP 2, L.P., a Delaware limited partnership
By: AAP Sub Three, Inc., a Delaware corporation, one of its
general partners
By: Atlantic American Properties Trust, a Maryland real
estate investment trust, its sole shareholder
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole shareholder
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
By: AAPOP Umbrella, L.P., a Delaware limited partnership,
one of its general partners
By: AAP Sub Two, Inc., a Delaware corporation, one of its
general partners
By: Atlantic American Properties Trust, a Maryland
real estate investment trust, its sole shareholder
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole
shareholder
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
By: Atlantic American Properties Trust, a Maryland real
estate investment trust, one of its general partners
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole shareholder
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE F.C., L.P., a Pennsylvania
limited partnership
By: Brandywine F.C., L.L.C., a Pennsylvania limited liability
company, its general partner
By: Brandywine Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
BRANDYWINE REALTY PARTNERS, a
Pennsylvania general partnership
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, one of its
partners
By: Brandywine Realty Trust, a
Maryland real estate investment
trust, its general partner
BRANDYWINE ACQUISITIONS, LLC, a
Delaware limited liability company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE MAIN STREET, LLC, a
Delaware limited liability company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, one of its members
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
By: Brandywine Acquisitions, LLC, a Delaware limited
liability company, one of its members
By: Brandywine Operating Partnership, L.P.,
a Delaware limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real
estate investment trust, its general
partner
1100 BRANDYWINE, LLC, a Delaware limited liability company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE LEASING, LLC, a Delaware limited liability company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE TB I, L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE XX XX, L.L.C., a Pennsylvania limited
liability company
By: Brandywine Operating Partnership, L.P., a
Delaware limited partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE TB III, L.L.C., a Pennsylvania
limited liability company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE TB VI, L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE XXXXXX, L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE DOMINION, L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE P.M., L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE I.S., L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE F.C., L.L.C., a Pennsylvania limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE TRENTON URBAN RENEWAL, L.L.C., a Delaware limited
liability company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE XXXXXX, L.L.C., a Delaware limited liability
company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE XXXXX I, LLC, a Delaware limited liability company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
BRANDYWINE XXXXX II, LLC, a Delaware limited liability company
By: Brandywine Operating Partnership, L.P., a Delaware limited
partnership, its sole member
By: Brandywine Realty Trust, a Maryland real estate
investment trust, its general partner
APP SUB THREE, INC., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer of
each of the above-named entities
Accepted and agreed to in Charlotte, North Carolina as of the date
first above written.
NATIONSBANK, N.A., as Administrative Agent
By: /s/ Nationsbank, N.A.
-------------------------------------------
Name:
Title:
