0000950116-05-001758 Sample Contracts

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RADNOR PROPERTIES-555 LA, L.P. A Delaware Limited Partnership
Brandywine Operating Partnership Lp /Pa • May 6th, 2005 • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Radnor Properties-555 LA, L.P. (the “Partnership”) is made and entered into as of this 14th day of April, 2005, by and between Radnor Properties Associates-II, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Radnor GP-555 LA L.L.C., a Delaware limited liability company, as the general partner (“General Partner” and together with the Limited Partner, the “Partners”). This Agreement amends and restates in its entirety the Partnership’s Amended and Restated Agreement of Limited Partnership dated January 1, 2004 by and between the Partners. Capitalized terms are defined below.

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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RADNOR PROPERTIES-200 RC, L.P. A Delaware Limited Partnership
Brandywine Operating Partnership Lp /Pa • May 6th, 2005 • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Radnor Properties-200 RC, L.P. (the “Partnership”) is made and entered into as of this 22nd day of March, 2005, by and between Radnor Properties-200 RC Holdings, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) (successor in interest to The Rubenstein Company, L.P. as a result of an assignment of its interest in the Partnership to the Limited Partner dated September 21, 2004), and Radnor GP-200 RC, L.L.C., a Delaware limited liability company, as the general partner (“General Partner” and together with the Limited Partner, the “Partners”). This Agreement amends and restates in its entirety the Agreement of Limited Partnership dated April 6, 2001 by and between the General Partner and The Rubenstein Company, L.P. Capitalized terms are defined below.

BRANDYWINE BYBERRY LLC OPERATING AGREEMENT
Operating Agreement • May 6th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Delaware

THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 19th day of February, 2005 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), the only admitted member of Brandywine Byberry LLC, a Delaware limited liability company (the “Company”), and the Company.

RADNOR GP-555 LA, L.L.C. AMENDED AND RESTATED OPERATING AGREEMENT
Operating Agreement • May 6th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Delaware

THIS AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2005 by and between Radnor Properties Associates-II, L.P., a Delaware limited partnership (“RPA”), the only admitted member of Radnor GP-555 LA, L.L.C., a Delaware limited liability company (the “Company”), and the Company. This Agreement amends and restates in its entirety the Company’s Operating Agreement dated April 6, 2001 by RPA.

AGREEMENT OF LIMITED PARTNERSHIP OF BRANDYWINE BYBERRY LP A Delaware Limited Partnership
Agreement • May 6th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP of Brandywine Byberry LP (the “Partnership”) is made and entered into as of this 19th day of February, 2005, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”), and Brandywine Byberry LLC, a Delaware limited liability company, as the general partner (“General Partner” and together with the Limited Partner, the “Partners”). Capitalized terms are defined below.

BRANDYWINE ONE LOGAN LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 6th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Pennsylvania

THIS AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2005 by and between Brandywine Midatlantic LP, a Delaware limited partnership (f/k/a The Rubenstein Company, L.P.) (“BMLP”), the only admitted member of Brandywine One Logan LLC, a Pennsylvania limited liability company (f/k/a TRC One Logan, L.L.C.) (the “Company”), and the Company. This Agreement amends and restates in its entirety the Company’s Limited Liability Company Agreement dated December 18, 1998 by and between BMLP and the Company.

BRANDYWINE ONE RODNEY SQUARE LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 6th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Delaware

THIS AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2005 by and between Brandywine Midatlantic LP, a Delaware limited partnership (f/k/a The Rubenstein Company, L.P.) (“BMLP”), the only admitted member of Brandywine One Rodney Square LLC, a Delaware limited liability company (f/k/a TRC One Rodney Square, L.L.C.) (the “Company”), and the Company. This Agreement amends and restates in its entirety the Company’s Limited Liability Company Agreement dated September 7, 2001 by and between BMLP and the Company.

BRANDYWINE MIDATLANTIC LLC OPERATING AGREEMENT
Operating Agreement • May 6th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Delaware

THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 10th day of September, 2004 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), the only admitted member of Brandywine Midatlantic LLC, a Delaware limited liability company (the “Company”), and the Company.

BRANDYWINE RADNOR CENTER LLC AMENDED AND RESTATED OPERATING AGREEMENT
Operating Agreement • May 6th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Pennsylvania

THIS AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2005 by and between Brandywine Midatlantic LP (f/k/a The Rubenstein Company, L.P.), a Delaware limited partnership (“BMLP”), the only admitted member of Brandywine Radnor Center LLC (f/k/a TRC Radnor Center, L.L.C., a Pennsylvania limited liability company (the “Company”), and the Company. This Agreement amends and restates in its entirety the Company’s Operating Agreement dated January 1, 2001 by and between BMLP and the Company, as amended.

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF OLS OFFICE PARTNERS L.P. A Delaware Limited Partnership
Limited Partnership Agreement • May 6th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of OLS Office Partners L.P. (the “Partnership”) is made and entered into as of this 14th day of April, 2005, by and between Brandywine Midatlantic LP, a Delaware limited partnership as the limited partner (“Limited Partner”), and Brandywine One Logan LLC, a Pennsylvania limited liability company, as the general partner (“General Partner” and together with the Limited Partner, the “Partners”). This Agreement amends and restates in its entirety the Partnership’s Limited Partnership Agreement dated February 28, 1997 by and between the parties listed on Amended Schedule A thereto. Capitalized terms are defined below.

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RADNOR CENTER ASSOCIATES A Pennsylvania Limited Partnership
Limited Partnership Agreement • May 6th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Pennsylvania

THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of Radnor Center Associates (the “Partnership”) is made and entered into as of this 14th day of April, 2005, by and between Brandywine Midatlantic LP, a Delaware limited partnership (f/k/a The Rubenstein Company, L.P.) (successor in interest as the limited partner to Mark E. Rubenstein as a result of an assignment of its interest in the Partnership dated January 1, 2001), as the limited partner (“Limited Partner”), and Brandywine Radnor Center LLC, a Pennsylvania limited liability company (f/k/a TRC Radnor Center, L.L.C.) (successor in interest as the general partner to The Rubenstein Company, L.P. as a result of an assignment of its interest in the Partnership dated January 1, 2001), as the general partner (“General Partner” and together with the Limited Partner, the “Partners”). This Agreement amends and restates in its entirety the Partnership’s Amended and Restated Limited Partnership Agreement dated, December 23, 1997

RADNOR GP, L.L.C. AMENDED AND RESTATED OPERATING AGREEMENT
Operating Agreement • May 6th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Delaware

THIS AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2004 by and between Brandywine Midatlantic LP, a Delaware limited partnership (f/k/a The Rubenstein Company, L.P.) (“BMLP”), the only admitted member of Radnor GP, L.L.C., a Delaware limited liability company (the “Company”), and the Company. This Agreement amends and restates in its entirety the Company’s Operating Agreement dated April 6, 2001 by BMLP.

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BRANDYWINE MIDATLANTIC LP A Delaware Limited Partnership
Brandywine Operating Partnership Lp /Pa • May 6th, 2005 • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Brandywine Midatlantic LP (the “Partnership”) (formerly known as The Rubenstein Company, L.P.) is made and entered into as of this 21st day of September, 2004 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the sole limited partner (the “Limited Partner”) and Brandywine Midatlantic LLC, a Delaware limited liability company as sole general partner (the “General Partner” and together with the Limited Partner, the “Partners”)and amends and restates in its entirety the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of the 3rd day of May, 2004 (the “Original Agreement”) among TRC Realty, Inc.-GP, as the sole general partner (the “Prior General partner”), and TRC Associates Limited Partnership and TRC-LB LLC as the sole limited partners (the “Prior Limited Partners). Capitalized terms used herein as defined terms are defined below.

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RADNOR PROPERTIES-SDC, L.P. A Delaware Limited Partnership
Brandywine Operating Partnership Lp /Pa • May 6th, 2005 • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Radnor Properties-SDC, L.P. (the “Partnership”) is made and entered into as of this 14th day of April, 2005, by and between Radnor Properties Associates-II, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”), and Radnor GP-SDC L.L.C., a Delaware limited liability company, as the general partner (“General Partner” and together with the Limited Partner, the “Partners”). This Agreement amends and restates in its entirety the Partnership’s Amended and Restated Agreement of Limited Partnership dated January 1, 2004 by and between the Partners. Capitalized terms are defined below.

BRANDYWINE OPERATING PARTNERSHIP, L.P. DEBT SECURITIES UNDERWRITING AGREEMENT
Underwriting Agreement • May 6th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • New York
RADNOR GP-200 RC, L.L.C. SECOND AMENDED AND RESTATED OPERATING AGREEMENT
Operating Agreement • May 6th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Delaware

THIS AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2005 by and between Radnor Properties-200 RC Holdings, L.P. a Delaware limited partnership (successor in interest to The Rubenstein Company, L.P. as a result of an assignment of its interest in the Partnership to the Limited Partner dated September 21, 2004) (“RP”), the only admitted member of Radnor GP-200 RC, L.C.C., a Delaware limited liability company (the “Company”), and the Company. This Agreement amends and restates in its entirety the Company’s Amended and Restated Operating Agreement dated May 2, 2001 by The Rubenstein Company, L.P.

RADNOR GP-201 KOP, L.L.C. SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 6th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Delaware

THIS AGREEMENT (this “Agreement”) is entered into as of this 21st day of September, 2004 by and between Radnor Properties Associates-II, L.P., a Delaware limited partnership (“RPA”), the only admitted member of Radnor GP-201 KOP, L.L.C., a Delaware limited liability company (the “Company”), and the Company. This Agreement amends and restates in its entirety the Amended and Restated Limited Liability Company Agreement dated February 3, 2004 by and among RPA, David B. Rubenstein and Frank J. Ferro.

BRANDYWINE 300 DELAWARE LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 6th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Delaware

THIS AGREEMENT (this “Agreement”) is entered into as of this 14th day of April, 2005 by and between Brandywine Midatlantic LP, a Delaware limited partnership (f/k/a The Rubenstein Company, L.P.) (“BMLP”), the only admitted member of Brandywine 300 Delaware LLC, a Delaware limited liability company (f/k/a TRC 300 Delaware, L.L.C.) (the “Company”), and the Company. This Agreement amends and restates in its entirety the Company’s Limited Liability Company Agreement dated June 16, 1999 by and between BMLP and the Company.

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RADNOR PROPERTIES ASSOCIATES-II, L.P. A Delaware Limited Partnership
Brandywine Operating Partnership Lp /Pa • May 6th, 2005 • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Radnor Properties Associates-II, L.P. (the “Partnership”) is made and entered into as of this 14th day of April, 2005, by and between Brandywine Midatlantic LP, a Delaware limited partnership (f/k/a The Rubenstein Company, L.P.), as the limited partner (“Limited Partner”), and Radnor GP, L.L.C., a Delaware limited liability company, as the general partner (“General Partner” and together with the Limited Partner, the “Partners”). This Agreement amends and restates in its entirety the Partnership’s Amended and Restated Agreement of Limited Partnership dated January 1, 2004 by and between the Partners. Capitalized terms are defined below.

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