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EXHIBIT
3.154
SECOND
AMENDED AND RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
BRANDYWINE MIDATLANTIC LP
A
Delaware Limited Partnership
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.
By
Certificate of Limited Partnership filed with the Secretary of
State of the State of Delaware on December 22, 1997, The Rubenstein
Company, L.P. was formed. Immediately prior to the date
hereof, the partners in the Partnership consisted of the Prior
General Partner and the Prior Limited Partners.
On
the date hereof, the Prior General Partner has transferred and
assigned to the General Partner all of its right, title and
interest in and to the Partnership (consisting of a .000392%
interest as the sole general partner), and the Prior General
Partner has withdrawn completely from the Partnership. On the
date hereof, TRC Associates Limited Partnership has transferred and
assigned to the Limited Partner all of its right, title and
interest in and to the Partnership (consisting of a 27.694114 %
interest as a limited partner), and TRC Associates Limited
Partnership has withdrawn completely from the Partnership. On
the date hereof, TRC-LB LLC has transferred and assigned to the
Limited Partner all of its right, title and interest in and to the
Partnership (consisting of a 72.305494 % interest as a limited
partner), and TRC-LB LLC has withdrawn completely from the
Partnership.
On
the date hereof, an Amended and Restated Certificate of Limited
Partnership was filed with the Secretary of State of the State of
Delaware to reflect the change of the name of The Rubenstein
Company, L.P. to Brandywine Midatlantic LP.
The
General Partner and the Limited Partner desire to amend and restate
in its entirety the Original Agreement as set forth
herein.
NOW,
THEREFORE, in consideration of the mutual promises and agreements
herein made and intending to be legally bound, the Partners hereby
agree as follows that the Original Agreement is amended and
restated in its entirety to read as follows:
ARTICLE
1
GENERAL PROVISIONS
1.1.
Continuation and Name . The Partners hereby elect to
continue the Partnership as a limited partnership pursuant to the
provisions of the Act and under the name Brandywine Midatlantic
LP. The General Partner shall have authority to execute and
cause to be filed such applications, elections, certificates and
documents as may be necessary or appropriate
for the continuation of
a limited partnership under the Act. The business and affairs
of the Partnership shall be conducted under the name set forth
above or such other name as the General Partner from time to time
select.
1.2.
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.
1.3.
Purpose . The Partnership is organized to pursue any
lawful purpose.
1.4.
Term . The term of the Partnership has commenced and
shall continue until the Partnership is terminated in accordance
with the terms of this Agreement.
ARTICLE
2
CAPITAL MATTERS
2.1.
Initial Capital Contributions . On the date hereof,
the Partners shall be deemed to have contributed aggregate capital
to the Partnership equal to the amount of the consideration payable
under the Contribution Agreement dated as of August 18, 2004 that
provided for the acquisition by the Partners of the Interests (with
the amount of such capital allocated between the Partners in
accordance with their respective Percentage Interests set forth on
Exhibit A hereto).
2.2.
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.
2.3.
Allocations and Distributions . All allocations of
profits and losses and all distributions of cash shall be made in
accordance with the Partners’ Percentage Interests, as set
forth on Exhibit A hereto. Distributions out of funds
legally available therefor shall be made at such times as the
General Partner determines.
ARTICLE
3
MANAGEMENT
3.1.
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 provided
in the Act, 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.
-2-
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 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 otherw
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