Common use of OVERRIDING PROVISIONS RE SUBSIDIARIES Clause in Contracts

OVERRIDING PROVISIONS RE SUBSIDIARIES. It is understood and agreed that title to the Property will be held by the Subsidiaries. Specifically, the T1 Subsidiary will hold title to the Development Parcel and related entitlements (including the portion of the Project to be constructed thereon pursuant to the Lease), and the T2 Subsidiary will hold title to the Expansion Parcel, and any related entitlements (including any improvements which may be constructed thereon pursuant to the Lease). Accordingly, notwithstanding anything to the contrary in this Agreement, for the purposes of interpreting and implementing the provisions of this Agreement, the following shall apply: (a) The contribution to the Company of HF’s interest in the Master Lease and Lease and certain other property, and the subsequent contribution of the Property to the Subsidiaries, shall be effectuated by a direct assignment of the Master Lease and Lease to the T1 Subsidiary in the form of Exhibits “L” and “M”, respectively, and a subsequent conveyance by grant deed of (x) the Development Parcel directly to the T1 Subsidiary and (y) the Expansion Parcel to the T2 Subsidiary. (b) To the extent permitted by law and any contractual obligations of the Subsidiaries, the Company shall cause each Subsidiary to distribute to the Company all of such Subsidiary’s cash, except as otherwise agreed by the Members and any available Cash of the Company shall include such distributions of cash from the Subsidiaries to the Company. (c) The Managing Members shall not cause the Company to permit a Subsidiary to take any action that would not be permitted to be taken by the Company under this Agreement without first obtaining the required approvals of the other Managing Member or Members under this Agreement that would be required if such action were to be being taken directly by the Company. (d) The Company shall not permit any Subsidiary to have any members other than the Company. (e) If either Member or Managing Member takes any actions (or omits to take any actions) which results in a material default by the Company, as the sole member of either or both of the Subsidiaries, under any of such Subsidiaries’ material obligations to third parties (including, but not limited to, the obligations of the T1 Subsidiary as ground lessee under the Master Lease or landlord under the Lease), then such Member or Managing Member shall likewise be deemed to be in default under this Agreement. (f) If the Company is dissolved pursuant to Article 13, then the Subsidiaries shall also be dissolved concurrently (unless all of the non-defaulting Members agree not to dissolve one or the other of the Subsidiaries). (g) Unless otherwise expressly provided to the contrary in the limited liability company agreements of the Subsidiaries, all other provisions of this Agreement (including, but not limited to, the dispute resolution provisions) shall be deemed to be applicable to the limited liability company agreements of the Subsidiaries (and hence shall apply to the Company as the sole Member of the Subsidiaries), to the fullest extent possible without materially changing the fundamental economics of the business arrangement between the Members. (h) To the extent that the Members are required to or elect to make Capital Contributions or loans to the Company, which are then to be contributed to the appropriate Subsidiary, for convenience such Capital Contributions or loans may be made directly to the appropriate Subsidiary. Such amounts shall for all purposes be deemed to have been paid or contributed to the Company and then paid or contributed to the appropriate Subsidiary by the Company.