AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
Exhibit 3.123
AMENDED AND RESTATED
OF
0000 XXXXX XXXXXX, 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 XXXXX 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 27, 2002;
WHEREAS, the Company and THCI Mortgage Holding Company, LLC, as its sole member, entered into
a Limited Liability Company Agreement on April 30, 2002, (the “Initial Agreement”). THCI
Mortgage Holding Company, 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. |
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By: | /s/ Xxxxxx X. Xxxxx, Xx. | |||
Xxxxxx X. Xxxxx, Xx. | ||||
President and Chief Executive Officer | ||||
0000 XXXXX XXXXXX, 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 | ||||
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