Exhibit 10.41






	 	 	 	 	 



Exhibit 10.41




WAIVER OF OWNERSHIP LIMIT




February 23, 2010




RREEF America L.L.C.

280 Park Avenue, 23W

New York, NY 10017




Re: Share Ownership Limit





Reference is made to the Representations, Warranties and Agreements executed as of February
23, 2010 by RREEF America L.L.C. (“RREEF”) to Brandywine Realty Trust (the “Company”), containing
certain representations, warranties, covenants and agreements, a copy of which is attached to this
letter as Attachment I (the “Representation Letter”). Based upon the Representation Letter, the
Company hereby advises RREEF that an exception to the Ownership Limit referred to in the
Representation Letter has been established for RREEF under the Declaration of Trust of the Company
effective as the date hereof on and subject to the terms, conditions and limitations set forth in
the Representation Letter.



	 	 	 	 	 
	 	BRANDYWINE REALTY TRUST

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



 


 









 





	 	 	 	 	 



CERTIFICATE OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS

OF

RREEF AMERICA L.L.C.





RREEF America L.L.C. (“RREEF”) hereby certifies, represents, warrants, covenants and
agrees to and for the benefit of Brandywine Realty Trust, a Maryland real estate investment trust
(the “Company”), as set forth below. Terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Company’s Declaration of Trust (the “Charter”).



1. RREEF is a real estate investment adviser, registered pursuant to the Investment Advisers
Act of 1940, and has discretionary investment management authority with respect to securities held
in its clients’ accounts. RREEF has (a) specific third-party investor clients (each, a “Separate
Account Client”) and (b) pooled investment vehicles managed on a discretionary basis by RREEF
(each, a “Fund”), who, or, in the case of each Fund, whose underlying investors (together with each
Separate Account Client, the “Investors” and each, an “Investor”), are the Beneficial Owners and
Constructive Owners of Shares (as defined below) for federal income tax purposes. RREEF does not
directly hold its Investors’ securities (including Shares) and has no economic interest in its
Investors’ securities (including Shares) under the “look-through” principles under the Internal
Revenue Code of 1986, as amended (the “Code”). RREEF does not serve as custodian for the
securities (including Shares) held by Separate Account Clients or the Funds.



2. RREEF acknowledges its understanding that restrictions on ownership of the Company’s shares
of beneficial interest (“Shares”) in the Charter are intended to assist the Company in
satisfying the requirements for qualification as a real estate investment trust (a “REIT”)
under the Code and that this certification by RREEF is made to obtain an exception for RREEF from
the Ownership Limit in the Charter.



3. RREEF has requested that the Company grant it an exception to the Ownership Limit so as to
allow RREEF to hold, on behalf of the Investors, common shares of beneficial interest, par value
$.01 per share, of the Company (the “Common Shares”) up to an aggregate amount of
14,750,000 Common Shares (subject to proportionate adjustment in such number for any split or
combination of Common Shares).



4. RREEF has not owned, and does not and will not own, Beneficially or Constructively (as such
concepts are defined in the Charter) in excess of 1% of the outstanding Common Shares, and the
number of Common Shares Beneficially Owned or Constructively Owned (as such concepts are defined in
the Charter) by any single Investor (taking into account solely for the purpose of determining such
Investor’s ownership only such Investor’s Beneficial and Constructive Ownership derived solely from
its account(s) managed by RREEF) has not exceeded, and does not and will not exceed, 9.8% in value
of the outstanding Common Shares.


 


 









 





5. RREEF will not dispose of any Common Shares in violation of the Ownership Limit or in a
manner that would cause any Individual (as defined below) to be the Tax Owner (as defined below) of
more than 9.8% of the value of the outstanding Common
Shares (taking into account solely for the purpose of determining such Investor’s ownership
only such Investor’s Beneficial and Constructive Ownership derived solely from its account(s)
managed by RREEF). As used herein, the term “Individual” shall mean a natural person or an
organization treated as an individual under the provisions of Section 542(a)(2) of the Code,
applying the relevant rules of Section 856(h) of the Code. As used herein, the term “Tax Owner” of
Common Shares shall mean the person who is considered to own such Common Shares applying the rules
of Section 856(h) of the Code, including the relevant provisions of Section 542(a)(2) and Section
544 as modified by Section 856(h) of the Code.



6. RREEF agrees that if, from time to time and for any reason, any of its certifications,
representations or warranties herein becomes untrue or any of its agreements herein is violated,
then all or that portion of the Shares exempted from the Ownership Limit that causes or would cause
RREEF to violate the above certifications, representations, warranties and/or agreements (as
determined in the sole reasonable judgment of the Company) shall be subject to the remedies set
forth in the Charter, including, without limitation, the conversion of such shares into Excess
Shares.



7. RREEF acknowledges its understanding that the foregoing exception to the Ownership Limit is
only being granted to RREEF and not to any other person (including any Investors).



8. If the aggregate number of Common Shares that RREEF holds on behalf of Investors is below
9.8% in value of the outstanding Common Shares as of the end of any calendar quarter then the
foregoing exception to the Ownership Limit shall automatically terminate.



IN WITNESS WHEREOF, RREEF has executed the foregoing Certificate of Representations and
Warranties as of this
 _____ 

day of February, 2010.



	 	 	 	 	 
	 	RREEF AMERICA L.L.C.




 	 
	 	Name: Jerry Ehlinger

Title: Managing Director, Portfolio Manager	 
	 	 	 
	 	 	 



 


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