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EXHIBIT
3.170
SECOND
AMENDED AND RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
RADNOR
PROPERTIES-555 LA, L.P.
A
Delaware Limited Partnership
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.
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 March 20,
2001 pursuant to the provisions of the Act.
1.2.
Name . The name of the Partnership is RADNOR
PROPERTIES-555 LA, 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
delivered to each Partner such information as is necessary for such
Partner to prepare such Partner’s federal, state and local
tax returns.
-2-
5.5.
Tax Matters Partner . The General Partner shall be the
initial Tax Matters Partner and shall represent the Partnership and
the Partners before taxing authorities or courts of competent
jurisdiction in tax matters affecting the Partnership and the
Partners in their capacity as Partners.
ARTICLE
6
DISSOLUTION
6.1.
Dissolution . The Partnership shall be dissolved upon
the earliest to occur of the following:
(a) December
31, 2050;
(b) the
sale of all or substantially all of the Partnership’s assets
and properties;
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