Common use of Subsidiary Entities Clause in Contracts

Subsidiary Entities. The Partners acknowledge and agree that the Company intends to acquire its ownership interest in some or all of the Property through one or more subsidiary entities (the “Subsidiary Affiliates”), each of which is currently contemplated to be a limited partnership or a limited liability company that is substantially owned (directly or indirectly) by the Company, including Tenant. The Partners further acknowledge and agree that they shall each take such actions as are reasonably necessary or appropriate (subject to any conflicting covenants or restrictions in any Loan) to assure that the business and affairs of such subsidiary entities are carried out in a manner consistent with the economic and other business understandings of the Partners as set out in this Agreement. By way of example (and not by way of limitation), the General Partner, as the Person directly or indirectly acting on behalf of the general partners of the Subsidiaries, agrees that it will exercise its discretion with respect to the management of the Subsidiaries (including decisions with respect to the timing and amount of cash flow distributions to the beneficial owners of such Subsidiaries, and, ultimately, to the Company) in a manner consistent with the understandings of the Partners as set out in this Agreement, subject only to any conflicting covenants or restrictions under any Loan. Further, each Partner agrees that it shall not transfer its membership interests in any of the Subsidiary Affiliates (or in the constituent partners of the Subsidiary Affiliates) to any Person. In addition, for further clarity, references in this Agreement to any Partner’s Partnership Interest shall be deemed to refer to the entire beneficial interest of such Partner in the Company and each of its Subsidiary Affiliates. Finally, the Partners agree that the General Partner, as the sole member of the general partners of the Subsidiaries, may from time to time elect to delegate to the Hotel Manager the administration of any of the cash management accounts maintained by the Subsidiary Affiliates in connection with the Loans.