LIMITED LIABILITY COMPANY AGREEMENT OF MPT OF SHERMAN OAKS, LLC
Exhibit 3.96
OF
MPT OF XXXXXXX OAKS, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made and entered into as
of November 29, 2005, by and between MPT OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership (hereinafter referred to as the “Sole Member”), and MPT OF XXXXXXX OAKS, 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 November 29, 2005; 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 membership 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.
4. ENTIRE AGREEMENT. This Limited Liability Company 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 Xxxxxxx Oaks, California (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.
[Signatures appear on the following page.]
2
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. Xxxxx, Xx. | |||
| Xxxxxx X. Xxxxx, Xx. | ||||
| President and Chief Executive Officer | ||||
| MPT OF XXXXXXX OAKS, 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 | ||||
3
THIS FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT of MPT OF
XXXXXXX OAKS, 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 November 29, 2005 (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 Xxxxxxx Oaks, California (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 XXXXXXX OAKS, LLC | MPT OPERATING PARTNERSHIP, L.P. | |||||||||||||
| By: MPT Operating Partnership, L.P., Sole Member | ||||||||||||||
By:
|
/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 | |||||||||||||
