AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
Exhibit 3.122
AMENDED AND RESTATED
OF
4499 ACUSHNET AVENUE, LLC
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made
and entered into as of July 1, 2004, by and between MPT OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership (hereinafter referred to as the “Sole Member”), and 0000
XXXXXXXX XXXXXX, LLC, a Delaware limited liability company (the “Company”).
W I T N E S S E T H:
WHEREAS, the Company was organized pursuant to the Delaware Limited Liability Company Act
(the “Act”), as set forth in the Delaware Code,
§ 18-101 et seq., as the
same may be amended from time to time, on April 29, 2002;
WHEREAS, the Company and THCI of Massachusetts, LLC, as its sole member, entered into a
Limited Liability Company Agreement on April 30, 2002, (the “Initial Agreement”). THCI of
Massachusetts, LLC has assigned all of its membership interest in the Company to the Sole
Member; and
WHEREAS, the parties desire to enter into this Amended and Restated Limited Liability
Company Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
set forth below, the parties hereby agree as follows:
1. TERMINATION OF INITIAL AGREEMENT. The Independent Manager, as such term is defined
or described in the Initial Agreement, is hereby removed, effective July 1, 2004, and all
provisions of the Initial Agreement are hereby terminated, including, but not limited to, all
provisions providing for an Independent Manager of the Company.
2. MEMBERSHIP INTERESTS. The Sole Member currently owns one hundred percent (100%) of
the membership interests in the Company.
3. MANAGEMENT BY MEMBERS. Management of the Company shall be vested in its members.
The members shall have the exclusive right, power and authority to manage and operate the
business and affairs of the Company and to authorize any act or transaction on behalf of the
Company. The members may from time to time appoint and delegate authority to act on behalf of
the Company to such officers as the members deem appropriate. Any deed, agreement or other
instrument, whether or not for apparently carrying on in the usual way the business or affairs
of the Company, shall be binding on the Company and may be relied upon by any person or
entity which is supplied with such executed deed, agreement or other instrument, if the same is
executed on behalf of the Company by a member.
4. GOVERNING LAW. This Agreement shall be interpreted, construed and enforced in accordance
with the Act and the laws of the State of Delaware, without giving effect to its choice of law
provisions.
5. ENTIRE AGREEMENT. This Amended and Restated Limited Liability Company Agreement
constitutes the entire agreement of the parties and supersedes all prior agreements, whether
written or oral, including the Initial Agreement.
6. AMENDMENTS. No amendments of this Agreement shall be valid unless it is set forth in a
writing signed by the member of the Company.
[Signatures appear on the following page.]
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IN WITNESS WHEREOF, the parties have executed and delivered this Amended and Restated Limited
Liability Company Agreement on the date first set forth above.
| MPT OPERATING PARTNERSHIP, L.P. |
||||
| By: | /s/ Xxxxxx X. Xxxxx, Xx. | |||
| Xxxxxx X. Xxxxx, Xx. | ||||
| President and Chief Executive Officer | ||||
| 4499 ACUSHNET AVENUE, LLC BY: MPT OPERATING PARTNERSHIP, L.P. ITS: SOLE MEMBER |
||||
| By: | /s/ Xxxxxx X. Xxxxx, Xx. | |||
| Xxxxxx X. Xxxxx, Xx. | ||||
| President and Chief Executive Officer | ||||
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