ECP Rules; Keepwell. (a) No Guarantor hereunder shall be deemed to be a guarantor of any Swap Obligations if such Guarantor is not an “Eligible Contract Participant” as defined in § 1(a)(18) of the Commodity Exchange Act and the applicable rules issued by the Commodity Futures Trading Commission and/or the Securities and Exchange Commission (collectively, and as now or hereafter in effect, “the ECP Rules”) to the extent that the providing of such guaranty by such Guarantor would violate the ECP Rules or any other applicable law or regulation. This paragraph shall not affect any Guaranteed Obligations of a Guarantor other than Swap Obligations, nor shall it affect the Obligations of any Guarantor who qualifies as an “Eligible Contract Participant (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 5.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.18 or otherwise under this Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 5.18 shall remain in full force and effect until terminated in accordance with Section 5.15 hereof. Each Qualified ECP Guarantor intends that this Section 5.18 constitute, and this Section 5.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. By: Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer JPMORGAN CHASE BANK, N.A. as Administrative Agent By: Name: Title: ASSUMPTION AGREEMENT, dated as of , 200 , made (the “Additional Guarantor”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (MPT Operating Partnership, L.P.)
ECP Rules; Keepwell. (a) No Guarantor hereunder shall be deemed to be a guarantor of any Swap Obligations if such Guarantor is not an “Eligible Contract Participant” as defined in § 1(a)(18) of the Commodity Exchange Act and the applicable rules issued by the Commodity Futures Trading Commission and/or the Securities and Exchange Commission (collectively, and as now or hereafter in effect, “the ECP Rules”) to the extent that the providing of such guaranty by such Guarantor would violate the ECP Rules or any other applicable law or regulation. This paragraph shall not affect any Guaranteed Obligations of a Guarantor other than Swap Obligations, nor shall it affect the Obligations of any Guarantor who qualifies as an “Eligible Contract Participant
(b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 5.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.18 or otherwise under this Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 5.18 shall remain in full force and effect until terminated in accordance with Section 5.15 hereof. Each Qualified ECP Guarantor intends that this Section 5.18 constitute, and this Section 5.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. MEDICAL PROPERTIES TRUST, INC. By: Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer JPMORGAN CHASE BANKMEDICAL PROPERTIES TRUST, N.A. LLC By: MEDICAL PROPERTIES TRUST, INC., ITS SOLE MEMBER By: Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer MPT OF VICTORVILLE, LLC MPT OF BUCKS COUNTY, LLC MPT OF BLOOMINGTON, LLC MPT OF ▇▇▇▇▇▇▇▇▇, LLC MPT OF ▇▇▇▇▇▇▇, LLC MPT OF CHINO, LLC MPT OF DALLAS LTACH, LLC MPT OF PORTLAND, LLC MPT OF VICTORIA, LLC MPT OF LULING, LLC MPT OF WEST ANAHEIM, LLC MPT OF LA PALMA, LLC MPT OF PARADISE VALLEY, LLC MPT OF SOUTHERN CALIFORNIA, LLC MPT OF TWELVE OAKS, LLC MPT OF SHASTA, LLC MPT OF BOSSIER CITY, LLC MPT OF WEST VALLEY CITY, LLC MPT OF IDAHO FALLS, LLC MPT OF POPLAR BLUFF, LLC MPT OF BENNETTSVILLE, LLC MPT OF DETROIT, LLC MPT OF BRISTOL, LLC MPT OF NEWINGTON, LLC MPT OF ENFIELD, LLC MPT OF PETERSBURG, LLC MPT OF GARDEN GROVE HOSPITAL, LLC MPT OF GARDEN GROVE MOB, LLC MPT OF SAN DIMAS HOSPITAL, LLC MPT OF SAN DIMAS MOB, LLC MPT OF CHERAW, LLC MPT OF FT. LAUDERDALE, LLC MPT OF PROVIDENCE, LLC MPT OF SPRINGFIELD, LLC MPT OF WARWICK, LLC MPT OF ▇▇▇▇▇▇▇▇▇▇, LLC MPT OF ROUND ROCK, LLC MPT OF SHENANDOAH, LLC MPT OF HILLSBORO, LLC MPT OF ▇▇▇▇▇▇▇▇, LLC MPT OF CLEAR LAKE, LLC MPT OF TOMBALL, LLC MPT OF ▇▇▇▇▇▇▇, LLC MPT OF CORINTH, LLC MPT OF BAYONNE, LLC MPT OF ▇▇▇▇▇▇▇▇, LLC MPT OF DESOTO, LLC MPT OF ▇▇▇▇▇▇▇, LLC MPT OF HOBOKEN HOSPITAL, LLC MPT OF HOBOKEN REAL ESTATE, LLC MPT OF OVERLOOK PARKWAY, LLC MPT OF NEW BRAUNFELS, LLC MPT OF ▇▇▇▇▇▇▇▇ HILLS, LLC MPT OF WICHITA, LLC MPT OF ▇▇▇▇▇▇▇▇, LLC MPT OF BOISE, LLC MPT OF BROWNSVILLE, LLC MPT OF CASPER, LLC MPT OF COMAL COUNTY, LLC MPT OF GREENWOOD, LLC MPT OF JOHNSTOWN, LLC MPT OF LAREDO, LLC MPT OF LAS CRUCES, LLC MPT OF MESQUITE, LLC MPT OF POST FALLS, LLC MPT OF PRESCOTT VALLEY, LLC MPT OF PROVO, LLC MPT OF NORTH CYPRESS, LLC MPT OF LAFAYETTE, LLC MPT OF INGLEWOOD, LLC MPT OF RENO, LLC MPT OF ROXBOROUGH, LLC MPT OF ALTOONA, LLC MPT OF ▇▇▇▇▇▇▇, LLC MPT OF SPARTANBURG, LLC MPT OF WYANDOTTE COUNTY, LLC MPT OF LEAVENWORTH, LLC MPT OF CORPUS CHRISTI, LLC MPT OF ▇▇▇▇▇▇ FCER, LLC MPT OF LITTLE ELM FCER, LLC MPT OF ▇▇▇▇▇, LLC MPT OF NACOGDOCHES FCER, LLC MPT OF MESA, LLC MPT OF PORT ▇▇▇▇▇▇, LLC MPT OF WEST MONROE, LLC MPT OF DALLAS, LLC MPT OF ▇▇▇▇▇ FCER, LLC MPT OF FIRESTONE FCER, LLC MPT OF ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ FCER, LLC MPT OF CEDAR HILL FCER, LLC MPT OF ▇▇▇▇▇ FCER, LLC MPT OF FRISCO FCER, LLC MPT OF BROOMFIELD FCER, LLC MPT OF CHAMPION FOREST FCER, LLC MPT OF ▇▇▇▇▇▇▇▇ FCER, LLC MPT OF NORTH GATE FCER, LLC MPT OF FOUNTAIN FCER, LLC MPT OF MISSOURI CITY FCER, LLC MPT OF PEARLAND FCER, LLC MPT LEGACY OF MONTCLAIR, LLC By: MPT OPERATING PARTNERSHIP, L.P., as sole member of each of the above entities By: MEDICAL PROPERTIES TRUST, LLC, as its general partner By: MEDICAL PROPERTIES TRUST, LLC, as its general partner By: Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer MPT of MOUNTAIN VIEW LLC By: MPT OF IDAHO FALLS, LLC, its sole member By: MPT OPERATING PARTNERSHIP, L.P., as sole member of each of the above entities By: MEDICAL PROPERTIES TRUST, LLC, as its general partner By: MEDICAL PROPERTIES TRUST, LLC, as its general partner By: Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer MPT OF MISSOURI CITY-DULLES FCER, LLC By: MPT OPERATING PARTNERSHIP, L.P., as sole member of each of the above entities By: MEDICAL PROPERTIES TRUST, LLC, as its general partner By: MEDICAL PROPERTIES TRUST, LLC, as its general partner By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President Chief Operating Officer and Secretary MPT OF BUCKS COUNTY, L.P. By: MPT OF BUCKS COUNTY, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF DALLAS LTACH, L.P. By: MPT OF DALLAS LTACH, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF VICTORIA, L.P. By: MPT OF VICTORIA, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF LULING, L.P. By: MPT OF LULLING, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF WEST ANAHEIM, L.P. By: MPT OF WEST ANAHEIM, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF ▇▇ ▇▇▇▇▇, ▇.▇. By: MPT OF BUCKS COUNTY, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF PARADISE VALLEY, L.P. By: MPT OF PARADISE VALLEY, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF SOUTHERN CALIFORNIA, L.P. By: MPT OF SOUTHERN CALIFORNIA, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF TWELVE OAKS, L.P. By: MPT OF TWELVE OAKS, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF SHASTA, L.P. By: MPT OF SHASTA, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF GARDEN GROVE HOSPITAL, L.P. By: MPT OF GARDEN GROVE HOSPITAL, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF GARDEN GROVE MOB, L.P. By: MPT OF GARDEN GROVE MOB, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF SAN DIMAS HOSPITAL, L.P. By: MPT OF SAN DIMAS HOSPITAL, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF SAN DIMAS MOB, L.P. By: MPT OF SAN DIMAS MOB, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF ▇▇▇▇▇▇▇▇▇▇, ▇.▇. By: MPT OF ▇▇▇▇▇▇▇▇▇▇, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF ROUND ROCK, L.P. By: MPT OF ROUND ROCK, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF SHENANDOAH, L.P. By: MPT OF SHENANDOAH, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF HILLSBORO, L.P. By: MPT OF HILLSBORO, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF CLEAR LAKE, L.P. By: MPT OF CLEAR LAKE, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF TOMBALL, L.P. By: MPT OF TOMBALL, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF CORINTH, L.P. By: MPT OF CORINTH, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF ▇▇▇▇▇▇▇▇, ▇.▇. By: MPT OF ▇▇▇▇▇▇▇▇, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF DESOTO, L.P. By: MPT OF DESOTO, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member WICHITA HEALTH ASSOCIATES LIMITED PARTNERSHIP By: MPT OF WICHITA, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF NORTH CYPRESS, L.P. By: MPT OF NORTH CYPRESS, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF INGLEWOOD, L.P. By: MPT OF INGLEWOOD, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF ROXBOROUGH, L.P. By: MPT OF ROXBOROUGH, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., its sole member MPT OF LOS ANGELES, L.P. By: MPT OF LOS ANGELES, LLC its general partner By: MPT OPERATING PARTNERSHIP L.P., its sole member By: MEDICAL PROPERTIES TRUST, LLC, its general partner By: MEDICAL PROPERTIES TRUST, INC., ITS SOLE MEMBER By: Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer MPT RHM HOLDCO S.à.▇.▇. MPT RHM SONNENWENDE S.à.▇.▇. MPT RHM ▇▇▇▇▇ ▇.à.▇.▇. MPT RHM VESALIUS S.à.▇.▇. MPT RHM PARK S.à.▇.▇. MPT RHM FONTANA S.à.▇.▇. MPT RHM ▇▇▇▇▇▇▇▇▇▇ ▇.à.▇.▇. MPT RHM HILLERSBACH S.à.▇.▇. By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Class A Manager By: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Class A Manager and Authorized Signatory as Administrative Agent By: Name: Title: ASSUMPTION AGREEMENT, dated as of , 200 , made (the “Additional Guarantor”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (MPT Operating Partnership, L.P.)