LIMITED LIABILITY COMPANY AGREEMENT OF MPT OF HILLSBORO, LLC
Exhibit 3.137
OF
MPT OF HILLSBORO, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made and entered into as of July 9,
2010, by and between MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (hereinafter
referred to as the “Sole Member”), and MPT OF HILLSBORO, LLC, a Delaware limited liability company
(the “Company”).
W I T N E S S E T H:
WHEREAS, the Company was organized on July 9, 2010 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; 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. INDEMNIFICATION. The Company shall indemnify any person made a party to a proceeding
by reason of its status as a member, officer or employee of the Company, or an member, partner,
director, officer or employee of an affiliate of the Company (each an “Indemnitee”), from and
against any and all losses, claims, damages, liabilities, joint or several, expenses (including
reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from
any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative, that relate to the operations of the Company as set forth in this Agreement in which
any Indemnitee may be involved, or is threatened to be involved, as a party
or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material
to the matter giving rise to the proceeding and either was committed in bad faith or was the result
of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal
benefit in money, property or services; or (iii) in the case of any criminal proceeding, the
Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination
of any proceeding by judgment, order or settlement does not create a presumption that the
Indemnitee did not meet the requisite standard of conduct set forth in this Section 3. The
termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or
an entry of an order of probation prior to judgment, creates a rebuttable presumption that the
Indemnitee acted in a manner contrary to that specified in this Section. Any
indemnification pursuant to this Section 3 shall be made only out of the assets of the
Company.
The indemnification provided by this Section 3 shall be in addition to any other rights to
which an Indemnitee or any other person may be entitled under any agreement, pursuant to any vote
of the Members, as a matter of law or otherwise, and shall continue as to an Indemnitee who is no
longer a Member or otherwise affiliated with the Company.
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 Limited Liability Company Agreement constitutes the entire
agreement of the parties and supersedes all prior agreements, whether written or oral.
6. AMENDMENTS. No amendments of this Agreement shall be valid unless it is set forth in a
writing signed by the members of the Company.
7. 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 (the “Purpose”) of acting as general partner
of MPT of Hillsboro, L.P., a Delaware limited partnership (the “Lessor”) (ii) conducts business
only in its own name, (iii) does not engage in any business other than the Purpose, (iv) other than
the general partnership interest in the Lessor, it does not hold, directly or indirectly, any
ownership interest (legal or equitable) in any entity or any real or personal property, (v) does
not have any assets other than those related to its interest in the Lessor and does not have any
debt other than as related to or in connection with the Purpose 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.
[Signatures are on the following page.]
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IN WITNESS WHEREOF, the parties have executed and delivered this Limited Liability Company
Agreement on the date first set forth above.
| MPT OPERATING PARTNERSHIP, L.P. |
||||
| By: | /s/ Xxxxxx X. XxXxxx | |||
| Name: Xxxxxx X. XxXxxx | ||||
| Its: Executive Vice President and COO | ||||
| MPT OF HILLSBORO, LLC BY: MPT OPERATING PARTNERSHIP, L.P. ITS: SOLE MEMBER |
||||
| By: | /s/ Xxxxxx X. XxXxxx | |||
| Name: Xxxxxx X. XxXxxx | ||||
| Its: Executive Vice President and COO | ||||
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