LIMITED LIABILITY COMPANY AGREEMENT OF MPT OF PORTLAND, LLC
Exhibit 3.98
OF
MPT OF PORTLAND, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made and entered into
as of August __, 2006, by and between MPT OPERATING PARTNERSHIP, L.P., a Delaware
limited partnership (hereinafter referred to as the “Sole Member”), and MPT OF
PORTLAND, 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 August __, 2006; and
WHEREAS, the parties desire to enter into this 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. MEMBERSHIP INTERESTS. The Sole Member currently owns one hundred percent
(100%) of the percentage interests in the Company.
2. 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.
3. 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.
Liability Co
4. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the
parties and supersedes all prior agreements, whether written or oral.
5. AMENDMENTS. No amendments of this Agreement shall be valid unless it is set
forth in a writing signed by the members of the Company.
6. SINGLE PURPOSE ENTITY. The Company shall operate as a Single Purpose Entity
(as hereinafter defined). For the purpose of this Agreement, the term “Single Purpose Entity”
shall mean an entity which (i) exists solely for the purpose of acquiring, owning,
developing, and leasing certain real estate and improvements located in Portland, Oregon (the
“Project”), (ii) conducts business only in its own name, (iii) does not engage in any
business other than acquisition, ownership, development, and leasing of the Project, (iv)
does not hold, directly or indirectly, any ownership interest (legal or equitable) in any
entity or any real or personal property other than the interest which it owns in the Project,
(v) does not have any assets other than those related to its interest in the Project and does
not have any debt other than as related to or in connection with the Project and does not
guarantee or otherwise obligate itself with respect to the debts of any other person or
entity, (vi) has its own separate books, records and accounts, (vii) holds itself out as
being a company separate and apart from any other entity, and (viii) observes limited
liability company formalities independent of any other entity.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on the date first
set forth above.
MPT OPERATING PARTNERSHIP, L.P. |
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By: | /s/ Xxxxxx X. Xxxxx, Xx. | |||
Xxxxxx X. Xxxxx, Xx. | ||||
President and Chief Executive Officer | ||||
MPT OF PORTLAND, LLC BY: MPT OPERATING PARTNERSHIP, L.P. ITS: SOLE MEMBER |
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By: | /s/ Xxxxxx X. Xxxxx, Xx. | |||
Xxxxxx X. Xxxxx, Xx. | ||||
President and Chief Executive Officer | ||||
2
THIS FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT of MPT OF PORTLAND,
LLC, a Delaware limited liability company (the “Company”), is made and entered into as of the
6th day of August, 2007, by and between the Company and MPT OPERATING PARTNERSHIP,
L.P., a Delaware limited partnership, as the sole member of the Company (the “Sole Member”).
R E C I T A L S:
WHEREAS, the parties hereto have organized the Company pursuant to the Delaware
Limited Liability Company Act, Delaware Code Xxx. Title 6, § 18-101 et seq., as the
same may be amended from time to time, and any successor statute (the “Act”).
WHEREAS, the Company and the Sole Member entered into an Limited Liability Company
Agreement effective on August 24, 2006 (the “Agreement”).
WHEREAS, the parties desire to amend the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties
herein contained, the parties do hereby agree as follows:
1. Amendment. The Agreement is hereby amended by replacing the Section 6 with the
following:
6. SINGLE PURPOSE ENTITY. The Company shall operate as a Single
Purpose Entity (as hereinafter defined). For the purpose of this Agreement, the
term “Single Purpose Entity” shall mean an entity which (i) exists solely for
the purpose of acquiring, owning, developing, and leasing certain real estate
and improvements located in Portland, Oreyon (the “Project”), (ii)
conducts business only in its own name, (iii) does not engage in any business
other than acquisition, ownership, development, and leasing of the Project, (iv)
does not hold, directly or indirectly, any ownership interest (legal or
equitable) in any entity or any real or personal property other than the
interest which it owns in the Project, (v) does not have any assets other than
those related to its interest in the Project and does not have any debt other
than as related to or in connection with the Project and does not guarantee or
otherwise obligate itself with respect to the debts of any other person or
entity; provided, however, that, notwithstanding the foregoing, the Company may
guarantee or otherwise obligate itself with respect to the debts of any
affiliate, (vi) has its own separate books, records and accounts, (vii) holds
itself out as being a company separate and apart from any other entity, and
(viii) observes limited liability company formalities independent of any other
entity.
2. Acknowledgment. The Sole Member hereby acknowledges and consents to the terms and
provisions of this Amendment.
3. Affirmation. Except as hereby amended, the provisions of the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the Company and the Sole Member have caused this Amendment to be executed and
delivered as of the date first shown above.
MPT OF PORTLAND, LLC | MPT OPERATING PARTNERSHIP, L.P. | |||||||||||||
By: MPT Operating Partnership, L.P., Sole Member | ||||||||||||||
By:
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/s/ R. Xxxxxx Xxxxxx | By: | /s/ R. Xxxxxx Xxxxxx | |||||||||||
R. Xxxxxx Xxxxxx, Executive Vice President and CFO | R. Xxxxxx Xxxxxx, Executive Vice President and CFO |