Common use of Deliverables by MPT Parties Clause in Contracts

Deliverables by MPT Parties. On or prior to the applicable Closing Date of the Phase II Transactions each of the applicable MPT Parties shall deliver (or cause to be delivered) to the Prospect Parties the following: (i) Amendments to the PHP Holdings LLC Agreement and any other documents reasonably necessary to evidence the issuance of the PHPH Series A-1 Preferred Units, duly executed by MPT Picasso TRS, if applicable; (ii) A Default Representation, duly executed by the MPT Parties; (iii) An Officers’ Certificate in form and substance reasonably satisfactory to the Prospect Parties and executed by a duly authorized executive officer of MPT OP: (A) certifying to the Prospect Parties on behalf of all of the MPT Parties that: (1) all of the representations and warranties of the MPT Parties set forth in this Agreement and the other Restructuring Documents are true and correct as of such Closing Date, and (2) the applicable MPT Parties have delivered, performed, observed and complied in all material respects with all of the items, instruments, documents, covenants, agreements and conditions required by this Agreement and the other Restructuring Documents to be delivered, performed, observed and complied with by such MPT Parties as of such Closing Date; (B) certifying to the Prospect Parties on behalf of all of the MPT Parties that: (1) with respect to each of the MPT Parties, as to each of such MPT Parties’ respective articles or certificate of incorporation, bylaws, operating agreements, limited liability company agreements, partnership agreements, and other similar organizational and governing documents, each as in effect on such Closing Date, and (2) each of the MPT Parties’ Resolutions remain true, correct and in full force and effect as of such Closing Date; and (C) providing specimen signatures of the officers or authorized agents of each of the MPT Parties; (iv) Certificates of existence and good standing of each of the MPT Parties, dated within thirty

Deliverables by MPT Parties. On or prior to the applicable Closing Date of the Phase II Transactions III Transactions, each of the applicable MPT Parties shall deliver (or cause to be delivered) to the Prospect Parties the following: (i) All documents and instruments required to be delivered by any of the MPT Parties pursuant to the Master Connecticut Agreement; (ii) Amendments to the PHP Holdings LLC Agreement and any other documents reasonably necessary to evidence the issuance of the PHPH Series A-1 Preferred Units, duly executed by MPT Picasso TRS, if applicable; (iiiii) A Default Representation, duly executed by the MPT Parties; (iiiiv) An Officers’ Certificate in form and substance reasonably satisfactory to the Prospect Parties and executed by a duly authorized executive officer of MPT OP: (A) certifying to the Prospect Parties on behalf of all of the MPT Parties that: (1) all of the representations and warranties of the MPT Parties set forth in this Agreement and the other Restructuring Documents are true and correct as of such Closing Date, and (2) the applicable MPT Parties have delivered, performed, observed and complied in all material respects with all of the items, instruments, documents, covenants, agreements and conditions required by this Agreement and the other Restructuring Documents to be delivered, performed, observed and complied with by such MPT Parties as of such Closing Date; (B) certifying to the Prospect Parties on behalf of all of the MPT Parties that: (1) with respect to each of the MPT Parties, as to each of such MPT Parties’ respective articles or certificate of incorporation, bylaws, operating agreements, limited liability company agreements, partnership agreements, and other similar organizational and governing documents, each as in effect on such Closing Date, and (2) each of the MPT Parties’ Resolutions remain true, correct and in full force and effect as of such Closing Date; and (C) providing specimen signatures of the officers or authorized agents of each of the MPT Parties; (ivv) Certificates of existence and good standing of each of the MPT Parties, dated within thirty