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EXHIBIT
3.164
AMENDED AND RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
RADNOR
PROPERTIES-200 RC HOLDINGS, L.P.
A
Delaware Limited Partnership
THIS
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Radnor
Properties-200 RC Holdings, L.P. (the “Partnership”) is
made and entered into as of this 14th day of April, 2005, by and
between Brandywine Operating Partnership, L.P., a Delaware limited
partnership (successor in interest to TRC Associates Limited
Partnership as a result of an assignment of its interest in the
Partnership to the Limited Partner dated January 21, 2005), as the
limited partner (“Limited Partner”), and Brandywine
Radnor 200 Holdings LLC, a Delaware limited liability company
(successor in interest to Radnor GP-200 RC Holdings, L.L.C. as a
result of an assignment of its interest in the Partnership to the
Limited Partner dated January 21, 2005), 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 Agreement of
Limited Partnership dated September 20, 2004 by and between Radnor
GP-200 RC Holdings, L.L.C. and TRC Associates Limited
Partnership. Capitalized terms are defined
below.
NOW,
THEREFORE, in consideration of the mutual promises and agreements
herein made and intending to be legally bound, the Partners hereby
agree as follows:
ARTICLE
1
GENERAL PROVISIONS
1.1.
Formation . The Partnership is an existing Delaware
limited partnership originally formed and organized on September
20, 2004 pursuant to the provisions of the Act.
1.2.
Name . The name of the Partnership is RADNOR
PROPERTIES-200 RC HOLDINGS, L.P. or such other name as the General
Partner from time to time may select.
1.3.
Place of Business . The principal place of business of
the Partnership shall be at 401 Plymouth Road, Suite 500, Plymouth
Meeting, PA 19462, or such other place as the General Partner may
from time to time designate. The Partnership may maintain
such other offices at such other places as the General Partner
deems advisable.
1.4.
Purpose . The Partnership is organized to pursue any
lawful purpose.
1.5.
Term . The Partnership shall continue until the
Partnership is terminated in accordance with the terms of this
Agreement.
ARTICLE
2
CAPITAL MATTERS
2.1.
Additional Capital Contributions or Loans . No Partner
shall be obligated or required to make any additional capital
contributions or advance any funds to the Partnership unless all of
the Partners unanimously agree to do so and unanimously agree as to
the amount to be so contributed.
2.2.
Allocations and Distributions . All allocations of
profits and losses and all distributions of cash shall be made in
accordance with the Partners’ Percentage Interests. The
Percentage Interest of the General Partner shall be one-half
percent (0.5%), and the Percentage
Interest of the Limited
Partner shall be ninety nine and on-half percent (99.5%).
Distributions out of funds legally available therefor shall be made
at such times as the General Partner determines.
ARTICLE
3
MANAGEMENT
3.1.1.
Management and Control . The General Partner shall
manage and control the business and affairs of the Partnership and
shall have all of the rights and powers which may be possessed by a
general partner under the Act. Except as otherwise required
under the Act or as provided herein, the General Partner shall make
all decisions with respect to the business and affairs of the
Partnership, and the Limited Partner shall have no right to
participate in the management of the Partnership.
ARTICLE
4
TRANSFERS OF PARTNER INTERESTS
4.1.
Restriction . A Partner shall not, without the consent
of the other Partner, make any Transfer of all or any portion of
its Interest.
4.2.
Transfer in Violation of Agreement . Any purported
Transfer of an Interest which is not made in compliance with this
Agreement shall be null and void ab initio and of no force
or effect whatsoever.
ARTICLE
5
FINANCIAL MATTERS
5.1.
Records . The Partnership shall maintain at its
principal place of business: (i) true and full information
regarding the status of the business and financial affairs of the
Partnership; (ii) a current list of the name and last known address
of each of its Partners; (iii) a copy of this Agreement and the
Partnership’s Certificate of Limited Partnership and all
amendments thereto; (iv) the accounting books and records and
minutes of proceedings of the Partners; and (v) any other
information regarding the affairs of the Partnership as the General
Partner determines is just and reasonable.
5.2.
Fiscal Year . Unless otherwise designated by the
Partners, the fiscal year of the Partnership shall end on December
31.
5.3.
Partnership Funds . Pending application or
distribution, the funds of the Partnership shall be deposited in
such bank accounts, or invested in such interest-bearing or
non-interest-bearing investments, including without limitation,
federally insured checking and savings accounts, certificates of
deposit and time or demand-deposits in U.S. government agencies or
government backed securities or such other investments as the
General Partner deems appropriate and consistent with the
maintenance of Brandywine Realty Trust’s qualification as a
real estate investment trust under the Code.
5.4.
Tax Returns . The General Partner shall cause all tax
returns for the Partnership to be prepared and timely filed with
the appropriate authorities and shall deliver or cause to
be
-2-
delivered to each
Partner such information as is necessary for such Partner to
prepare such Partner’s federal, state and local
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