Common use of Landlord May Grant Liens Clause in Contracts

Landlord May Grant Liens. (a) Without the consent of Tenant but subject to the provisions of Section 20.1(b) and (c), Landlord may, subject to the terms and conditions set forth in this Section 20.1, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing, provided that any such Encumbrance (together with any other Encumbrance that may encumber the Leased Property (and, if applicable, the Collective Leased Properties)) shall not secure a maximum principal amount in excess of (i) seventy percent (70%) of the fair market value of Landlord's interest in the Leased Property, (if such loan is secured on a leased property by leased property basis without cross-collaterizations), or (ii) the greater of sixty percent (60%) of the fair market value of Landlord's interest in the Collective Leased Properties, or sixty percent (60%) of the aggregate Purchase Price for the Collective Leased Properties pursuant to the Purchase Agreement, or (iii) the greater of (x) sixty percent (60%) of the aggregate fair market value of Landlord's interest in the Collective Leased Properties which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties, or (y) sixty percent (60%) of the sum of the aggregate maximum Allocable Purchase Price of the Collective Leased Properties pursuant to the Purchase Agreement which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties. Any such Encumbrance shall provide (subject to Section 20.2) that it is subject to the rights of Tenant under this Agreement. Landlord shall not cross collateralize the Leased Property with any property which is not flagged as a Marriott branded hotel. Landlord agrees not to enter into any Encumbrance that would allow the Hotel Mortgagee to apply any insurance proceeds or Award to the debt secured by the Encumbrance but may enter into an Encumbrance that allows the Hotel Mortgagee to hold and disburse insurance proceeds or any Award to be used, pursuant to the terms of this Agreement, to repair, rebuild or restore the Leased Property according to usual and customary procedures (which procedures shall be subject to Tenant's reasonable approval) for disbursement of construction loan proceeds. For purposes hereof, the fair market value of Landlord's interest in a property shall be based only on the valuation of the rental or other income owing to Landlord pursuant to the terms of this Agreement and any other applicable lease, management, franchise or like agreement, assuming this Agreement and such other lease, management, franchise or like agreement will remain in place in perpetuity regardless of the expiration date thereof. Tenant may dispute the determination of the fair market value of Landlord's interest in a property or properties, in which case the fair market value of Landlord's interest in such property or properties shall be determined by mutual agreement between two (2) appraisers, each with at least ten (10) years of professional experience as an appraiser of comparable lodging properties, one appointed by Landlord and the other appointed by Tenant promptly following Tenant's notice of dispute. If the two (2) appraisers so appointed are unable to agree upon such fair market value within forty-five (45) days after their appointment, then they shall promptly appoint a third appraiser with like qualifications who shall complete his appraisal within thirty (30) days after appointment, and the decision of the third appraiser shall be final and binding on Landlord and Tenant. The fees and expenses of each of the first two (2) appraisers shall be paid by the party appointing the appraiser, and the fees and expenses of the third appraiser, if appointed, shall be shared equally by Landlord and Tenant. (b) Prior to creating or otherwise causing to exist any Encumbrance on the Leased Property, Landlord shall give Notice to Tenant of its proposal with regard to an Encumbrance including reasonably adequate information for Tenant to determine whether the loan to value limitations set forth in Section 20.1(a) will be satisfied. (c) As a condition to creating or causing to exist any Encumbrance on the Leased Property, Landlord shall cause the holder of such Encumbrance to enter into an agreement containing the terms set forth in Section 0.

Landlord May Grant Liens. (a) Without the consent of Tenant but subject to the provisions of Section 20.1(b) and (c), Landlord may, subject to the terms and conditions set forth in this Section 20.1, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing, provided that any such Encumbrance (together with any other Encumbrance that may encumber the Leased Property (and, if applicable, the Collective Leased Properties)) shall not secure a maximum principal amount in excess of (ix) the greater of seventy percent (70%) of the fair market value of Landlord's interest in the Leased Property, or seventy percent (70%) of the maximum Allocable Purchase Price (as defined in the Purchase Agreement) for the Leased Property pursuant to the Purchase Agreement, if such loan is secured on a leased property only by leased property basis without cross-collaterizations)the Leased Property, or (iiy) the greater of sixty percent (60%) of the fair market value of Landlord's interest in the Collective Leased Properties, or sixty percent (60%) of the aggregate maximum Allocable Purchase Price for the Collective Leased Properties pursuant to the Purchase Agreement, if secured by the Collective Leased Properties, or (iiiz) the greater of (xi) sixty percent (60%) of the aggregate fair market value of Landlord's interest in the Collective Leased Properties which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand Brand properties, or (yii) sixty percent (60%) of the sum of the aggregate maximum Allocable Purchase Price of the Collective Leased Properties pursuant to the Purchase Agreement which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties. Any such Encumbrance shall provide (subject to Section 20.2) that it is subject to the rights of Tenant under this Agreement. Landlord shall not cross collateralize the Leased Property with any property which is not flagged as a Marriott branded hotel. Landlord agrees not to enter into any Encumbrance that would allow the Hotel Mortgagee to apply any insurance proceeds or Award to the debt secured by the Encumbrance but may enter into an Encumbrance that allows the Hotel Mortgagee to hold and disburse insurance proceeds or any Award to be used, pursuant to the terms of this Agreement, to repair, rebuild or restore the Leased Property according to usual and customary procedures (which procedures shall be subject to Tenant's reasonable approval) for disbursement of construction loan proceeds. For purposes hereof, the fair market value of Landlord's interest in a property shall be based only on the valuation of the rental or other income owing to Landlord pursuant to the terms of this Agreement and any other applicable lease, management, franchise or like agreement, assuming this Agreement and such other lease, management, franchise or like agreement will remain in place in perpetuity regardless of the expiration date thereof. Tenant may dispute the determination of the fair market value of Landlord's interest in a property or properties, in which case the fair market value of Landlord's interest in such property or properties shall be determined by mutual agreement between two (2) appraisers, each with at least ten (10) years of professional experience as an appraiser of comparable lodging properties, one appointed by Landlord and the other appointed by Tenant promptly following Tenant's notice of dispute. If the two (2) appraisers so appointed are unable to agree upon such fair market value within forty-five (45) days after their appointment, then they shall promptly appoint a third appraiser with like qualifications who shall complete his appraisal within thirty (30) days after appointment, and the decision of the third appraiser shall be final and binding on Landlord and Tenant. The fees and expenses of each of the first two (2) appraisers shall be paid by the party appointing the appraiser, and the fees and expenses of the third appraiser, if appointed, shall be shared equally by Landlord and Tenant. (b) Prior to creating or otherwise causing to exist any Encumbrance on the Leased Property, Landlord shall give Notice to Tenant of its proposal with regard to an Encumbrance including reasonably adequate information for Tenant to determine whether the loan to value limitations set forth in Section 20.1(a) will be satisfied. (c) As a condition to creating or causing to exist any Encumbrance on the Leased Property, Landlord shall cause the holder of such Encumbrance to enter into an agreement containing the terms set forth in Section 0.

Landlord May Grant Liens. (a) Without the consent of Tenant but subject to the provisions of Section 20.1(b) and (c), Landlord may, subject to the terms and conditions set forth in this Section 20.1, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing, provided that any such Encumbrance (together with any other Encumbrance that may encumber the Leased Property (and, if applicable, the Collective Leased Properties)) shall not secure a maximum principal amount in excess of (ix) the greater of seventy percent (70%) of the fair market value of Landlord's interest in the Leased Property, or seventy percent (70%) of the maximum Allocable Purchase Price (as defined in the Purchase Agreement) for the Leased Property pursuant to the Purchase Agreement, if such loan is secured on a leased property only by leased property basis without cross-collaterizations)the Leased Property, or (iiy) the greater of sixty percent (60%) of the fair market value of Landlord's interest in the Collective Leased Properties, or sixty percent (60%) of the aggregate maximum Allocable Purchase Price for the Collective Leased Properties pursuant to the Purchase Agreement, if secured by the Collective Leased Properties, or (iiiz) the greater of (xi) sixty percent (60%) of the aggregate fair market value of Landlord's interest in the Collective Leased Properties which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties, or (yii) sixty percent (60%) of the sum of the aggregate maximum Allocable Purchase Price of the Collective Leased Properties pursuant to the Purchase Agreement which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties. Any such Encumbrance shall provide (subject to Section 20.2) that it is subject to the rights of Tenant under this Agreement. Landlord shall not cross collateralize the Leased Property with any property which is not flagged as a Marriott branded hotel. Landlord agrees not to enter into any Encumbrance that would allow the Hotel Mortgagee to apply any insurance proceeds or Award to the debt secured by the Encumbrance but may enter into an Encumbrance that allows the Hotel Mortgagee to hold and disburse insurance proceeds or any Award to be used, pursuant to the terms of this Agreement, to repair, rebuild or restore the Leased Property according to usual and customary procedures (which procedures shall be subject to Tenant's reasonable approval) for disbursement of construction loan proceeds. For purposes hereof, the fair market value of Landlord's interest in a property shall be based only on the valuation of the rental or other income owing to Landlord pursuant to the terms of this Agreement and any other applicable lease, management, franchise or like agreement, assuming this Agreement and such other lease, management, franchise or like agreement will remain in place in perpetuity regardless of the expiration date thereof. Tenant may dispute the determination of the fair market value of Landlord's interest in a property or properties, in which case the fair market value of Landlord's interest in such property or properties shall be determined by mutual agreement between two (2) appraisers, each with at least ten (10) years of professional experience as an appraiser of comparable lodging properties, one appointed by Landlord and the other appointed by Tenant promptly following Tenant's notice of dispute. If the two (2) appraisers so appointed are unable to agree upon such fair market value within forty-five (45) days after their appointment, then they shall promptly appoint a third appraiser with like qualifications who shall complete his appraisal within thirty (30) days after appointment, and the decision of the third appraiser shall be final and binding on Landlord and Tenant. The fees and expenses of each of the first two (2) appraisers shall be paid by the party appointing the appraiser, and the fees and expenses of the third appraiser, if appointed, shall be shared equally by Landlord and Tenant. (b) Prior to creating or otherwise causing to exist any Encumbrance on the Leased Property, Landlord shall give Notice to Tenant of its proposal with regard to an Encumbrance including reasonably adequate information for Tenant to determine whether the loan to value limitations set forth in Section 20.1(a) will be satisfied. (c) As a condition to creating or causing to exist any Encumbrance on the Leased Property, Landlord shall cause the holder of such Encumbrance to enter into an agreement containing the terms set forth in Section 0.

Landlord May Grant Liens. (a) Without the consent of Tenant but subject to the provisions of Section 20.1(b) and (c), Landlord may, subject to the terms and conditions set forth in this Section 20.1, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing, provided that any such Encumbrance (together with any other Encumbrance that may encumber the Leased Property (and, if applicable, the Collective Leased Properties)) shall not secure a maximum principal amount in excess of (i) the greater of seventy five percent (7075%) of the fair market value of Landlord's interest in the Leased Property, (if such loan is secured on a leased property by leased property basis without cross-collaterizations), or (ii) the greater of sixty seventy five percent (6075%) of the fair market value of Landlord's interest Purchase Price (as defined in the Collective Leased Properties, or sixty percent (60%Purchase Agreement) of the aggregate Purchase Price for the Collective Leased Properties Property pursuant to the Purchase Agreement, or (iii) the greater of (x) sixty percent (60%) of the aggregate fair market value of Landlord's interest in the Collective Leased Properties which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties, or (y) sixty percent (60%) of the sum of the aggregate maximum Allocable Purchase Price of the Collective Leased Properties pursuant to the Purchase Agreement which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties. Any such Encumbrance shall provide (subject to Section 20.2) that it is subject to the rights of Tenant under this Agreement. Landlord shall not cross collateralize the Leased Property with any property which is not flagged as a Marriott branded hotelother property. Landlord agrees not to enter into any Encumbrance that would allow the Hotel Facility Mortgagee to apply any insurance proceeds or Award to the debt secured by the Encumbrance but may enter into an Encumbrance that allows the Hotel Facility Mortgagee to hold and disburse insurance proceeds or any Award to be used, pursuant to the terms of this Agreement, to repair, rebuild or restore the Leased Property according to usual and customary procedures (which procedures shall be subject to Tenant's reasonable approval) for disbursement of construction loan proceeds. For purposes hereof, the fair market value of Landlord's interest in a property the Leased Property shall be based only on the valuation of the rental or other income owing to Landlord pursuant to the terms of this Agreement and any other applicable lease, management, franchise or like agreementAgreement, assuming this Agreement and such other lease, management, franchise or like agreement will remain in place in perpetuity regardless of the expiration date thereof. Tenant may dispute the determination of the fair market value of Landlord's interest in a property or propertiesthe Leased Property, in which case the fair market value of Landlord's interest in such property or properties the Leased Property shall be determined by mutual agreement between two (2) appraisers, each with at least ten (10) years of professional experience as an appraiser of comparable lodging propertiesassisted living facilities, one appointed by Landlord and the other appointed by Tenant promptly following Tenant's notice of dispute. If the two (2) appraisers so appointed are unable to agree upon such fair market value within forty-five (45) days after their appointment, then they shall promptly appoint a third appraiser with like qualifications who shall complete his appraisal within thirty (30) days after appointment, and the decision of the third appraiser shall be final and binding on Landlord and Tenant. The fees and expenses of each of the first two (2) appraisers shall be paid by the party appointing the appraiser, and the fees and expenses of the third appraiser, if appointed, shall be shared equally by Landlord and Tenant. (b) Prior to creating or otherwise causing to exist any Encumbrance on the Leased Property, Landlord shall give Notice to Tenant of its proposal with regard to an Encumbrance including reasonably adequate information for Tenant to determine whether the loan to value limitations set forth in Section 20.1(a) will be satisfied. (c) As a condition to creating or causing to exist any Encumbrance on the Leased Property, Landlord shall cause the holder of such Encumbrance to enter into an agreement containing the terms set forth in Section 0.

Landlord May Grant Liens. (a) Without the consent of Tenant but subject to the provisions of Section 20.1(b) and (c), Landlord may, subject to the terms and conditions set forth in this Section 20.1, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing, provided that any such Encumbrance (together with any other Encumbrance that may encumber the Leased Property (and, if applicable, the Collective Leased Properties)) shall not secure a maximum principal amount in excess of (i) seventy percent (70%) of the fair market value of Landlord's interest in the Leased Property, (if such loan is secured on a leased property by leased property basis without cross-collaterizations), or (ii) the greater of sixty percent (60%) of the fair market value of Landlord's interest in the Collective Leased Properties, or sixty percent (60%) of the aggregate Purchase Price for the Collective Leased Properties pursuant to the Purchase Agreement, or (iii) the greater of (x) sixty percent (60%) of the aggregate fair market value of Landlord's interest in the Collective Leased Properties which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties, or (y) sixty percent (60%) of the sum of the aggregate maximum Allocable Purchase Price of the Collective Leased Properties pursuant to the Purchase Agreement which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties. Any such Encumbrance shall provide (subject to Section 20.2) that it is subject to the rights of Tenant under this Agreement. Landlord shall not cross collateralize the Leased Property with any property which is not flagged as a Marriott branded hotel. Landlord agrees not to enter into any Encumbrance that would allow the Hotel Mortgagee to apply any insurance proceeds or Award to the debt secured by the Encumbrance but may enter into an Encumbrance that allows the Hotel Mortgagee to hold and disburse insurance proceeds or any Award to be used, pursuant to the terms of this Agreement, to repair, rebuild or restore the Leased Property according to usual and customary procedures (which procedures shall be subject to Tenant's reasonable approval) for disbursement of construction loan proceeds. For purposes hereof, the fair market value of Landlord's interest in a property shall be based only on the valuation of the rental or other income owing to Landlord pursuant to the terms of this Agreement and any other applicable lease, management, franchise or like agreement, assuming this Agreement and such other lease, management, franchise or like agreement will remain in place in perpetuity regardless of the expiration date thereof. Tenant may dispute the determination of the fair market value of Landlord's interest in a property or properties, in which case the fair market value of Landlord's interest in such property or properties shall be determined by mutual agreement between two (2) appraisers, each with at least ten (10) years of professional experience as an appraiser of comparable lodging properties, one appointed by Landlord and the other appointed by Tenant promptly following Tenant's notice of dispute. If the two (2) appraisers so appointed are unable to agree upon such fair market value within forty-five (45) days after their appointment, then they shall promptly appoint a third appraiser with like qualifications who shall complete his appraisal within thirty (30) days after appointment, and the decision of the third appraiser shall be final and binding on Landlord and Tenant. The fees and expenses of each of the first two (2) appraisers shall be paid by the party appointing the appraiser, and the fees and expenses of the third appraiser, if appointed, shall be shared equally by Landlord and Tenant. (b) Prior to creating or otherwise causing to exist any Encumbrance on the Leased Property, Landlord shall give Notice to Tenant of its proposal with regard to an Encumbrance including reasonably adequate information for Tenant to determine whether the loan to value limitations set forth in Section 20.1(a) will be satisfied. (c) As a condition to creating or causing to exist any Encumbrance on the Leased Property, Landlord shall cause the holder of such Encumbrance to enter into an agreement containing the terms set forth in Section 020.2.

Landlord May Grant Liens. (a) Without the consent of Tenant but subject to the provisions of Section 20.1(b) and (c), Landlord may, subject to the terms and conditions set forth in this Section 20.1, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing, provided that any such Encumbrance (together with any other Encumbrance that may encumber the Leased Property (and, if applicable, the Collective Leased Properties)) shall not secure a maximum principal amount in excess of (ix) the greater of seventy percent (70%) of the fair market value of Landlord's interest in the Leased Property, or Ten Million Six Hundred Fifty Thousand Two Hundred Twenty Dollars ($10,650,220.00), if such loan is secured on a leased property only by leased property basis without cross-collaterizations)the Leased Property, or (iiy) the greater of sixty percent (60%) of the fair market value of Landlord's interest in the Collective Leased Properties, or sixty percent Fifty-six Million Five Hundred Eighty-two Thousand One Hundred Sixty Dollars (60%) of the aggregate Purchase Price for $56,582,160.00), if secured by the Collective Leased Properties pursuant to the Purchase AgreementProperties, or (iiiz) the greater of (xi) sixty percent (60%) of the aggregate fair market value of Landlord's interest in the Collective Leased Properties which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties, or (yii) sixty percent (60%) of the sum of the aggregate maximum Allocable Purchase Price (as defined in the Three-Pack Contract) of the Collective Leased Properties pursuant to (as defined in the Purchase Agreement Three-Pack Contract) which secure such Encumbrance, plus Nine Million One Hundred Twenty-eight Thousand Seven Hundred Sixty Dollars ($9,128,760.00) if the Leased Property secures such Encumbrance, plus Eighteen Million One Hundred Fifty Thousand Dollars ($18,150,000.00), if the Palm Desert Property secures such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance, if such Encumbrance if is secured by the Leased Property and/or one or more of the Leased Property, the other Collective Leased Properties Properties, and/or other Marriott brand properties. Any such Encumbrance shall provide (subject to Section 20.2) that it is subject to the rights of Tenant under this Agreement. Landlord shall not cross collateralize the Leased Property with any property which is not flagged as a Marriott branded hotel. Landlord agrees not to enter into any Encumbrance that would allow the Hotel Mortgagee to apply any insurance proceeds or Award to the debt secured by the Encumbrance but may enter into an Encumbrance that allows the Hotel Mortgagee to hold and disburse insurance proceeds or any Award to be used, pursuant to the terms of this Agreement, to repair, rebuild or restore the Leased Property according to usual and customary procedures (which procedures shall be subject to Tenant's reasonable approval) for disbursement of construction loan proceeds. For purposes hereof, the fair market value of Landlord's interest in a property shall be based only on the valuation of the rental or other income owing to Landlord pursuant to the terms of this Agreement and any other applicable lease, management, franchise or like agreement, assuming this Agreement and such other lease, management, franchise or like agreement will remain in place in perpetuity regardless of the expiration date thereof. Tenant may dispute the determination of the fair market value of Landlord's interest in a property or properties, in which case the fair market value of Landlord's interest in such property or properties shall be determined by mutual agreement between two (2) appraisers, each with at least ten (10) years of professional experience as an appraiser of comparable lodging properties, one appointed by Landlord and the other appointed by Tenant promptly following Tenant's notice of dispute. If the two (2) appraisers so appointed are unable to agree upon such fair market value within forty-five (45) days after their appointment, then they shall promptly appoint a third appraiser with like qualifications who shall complete his appraisal within thirty (30) days after appointment, and the decision of the third appraiser shall be final and binding on Landlord and Tenant. The fees and expenses of each of the first two (2) appraisers shall be paid by the party appointing the appraiser, and the fees and expenses of the third appraiser, if appointed, shall be shared equally by Landlord and Tenant. (b) Prior to creating or otherwise causing to exist any Encumbrance on the Leased Property, Landlord shall give Notice to Tenant of its proposal with regard to an Encumbrance including reasonably adequate information for Tenant to determine whether the loan to value limitations set forth in Section 20.1(a) will be satisfied. (c) As a condition to creating or causing to exist any Encumbrance on the Leased Property, Landlord shall cause the holder of such Encumbrance to enter into an agreement containing the terms set forth in Section 0.

Landlord May Grant Liens. (a) Without the consent of Tenant but subject to the provisions of Section 20.1(b) and (c), Landlord may, subject to the terms and conditions set forth in this Section 20.1, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing, provided that any such Encumbrance (together with any other Encumbrance that may encumber the Leased Property (and, if applicable, the Collective Leased Properties)) shall not secure a maximum principal amount in excess of (ix) the greater of seventy percent (70%) of the fair market value of Landlord's interest in the Leased Property, or Twenty-one Million One Hundred Seventy-five Thousand Dollars ($21,175,000) , if such loan is secured on a leased property only by leased property basis without cross-collaterizations)the Leased Property, or (iiy) the greater of sixty percent (60%) of the fair market value of Landlord's interest in the Collective Leased Properties, or sixty percent Thirty-eight Million Four Hundred Thirty-two Thousand One Hundred Sixty Dollars (60%) of the aggregate Purchase Price for $38,432,160), if secured by the Collective Leased Properties pursuant to the Purchase AgreementProperties, or (iiiz) the greater of (xi) sixty percent (60%) of the aggregate fair market value of Landlord's interest in the Collective Leased Properties which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties, or (yii) sixty percent (60%) of the sum of Eighteen Million One Hundred Fifty Thousand Dollars ($18,150,000) plus the aggregate maximum Allocable Purchase Price and/or Purchase Price (as such terms are defined in the Purchase Agreement), as applicable, of each of the Collective Leased Properties pursuant to the Purchase Agreement which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties. Any such Encumbrance shall provide (subject to Section 20.2) that it is subject to the rights of Tenant under this Agreement. Landlord shall not cross collateralize the Leased Property with any property which is not flagged as a Marriott branded hotel. Landlord agrees not to enter into any Encumbrance that would allow the Hotel Mortgagee to apply any insurance proceeds or Award to the debt secured by the Encumbrance but may enter into an Encumbrance that allows the Hotel Mortgagee to hold and disburse insurance proceeds or any Award to be used, pursuant to the terms of this Agreement, to repair, rebuild or restore the Leased Property according to usual and customary procedures (which procedures shall be subject to Tenant's reasonable approval) for disbursement of construction loan proceeds. For purposes hereof, the fair market value of Landlord's interest in a property shall be based only on the valuation of the rental or other income owing to Landlord pursuant to the terms of this Agreement and any other applicable lease, management, franchise or like agreement, assuming this Agreement and such other lease, management, franchise or like agreement will remain in place in perpetuity regardless of the expiration date thereof. Tenant may dispute the determination of the fair market value of Landlord's interest in a property or properties, in which case the fair market value of Landlord's interest in such property or properties shall be determined by mutual agreement between two (2) appraisers, each with at least ten (10) years of professional experience as an appraiser of comparable lodging properties, one appointed by Landlord and the other appointed by Tenant promptly following Tenant's notice of dispute. If the two (2) appraisers so appointed are unable to agree upon such fair market value within forty-five (45) days after their appointment, then they shall promptly appoint a third appraiser with like qualifications who shall complete his appraisal within thirty (30) days after appointment, and the decision of the third appraiser shall be final and binding on Landlord and Tenant. The fees and expenses of each of the first two (2) appraisers shall be paid by the party appointing the appraiser, and the fees and expenses of the third appraiser, if appointed, shall be shared equally by Landlord and Tenant. (b) Prior to creating or otherwise causing to exist any Encumbrance on the Leased Property, Landlord shall give Notice to Tenant of its proposal with regard to an Encumbrance including reasonably adequate information for Tenant to determine whether the loan to value limitations set forth in Section 20.1(a) will be satisfied. (c) As a condition to creating or causing to exist any Encumbrance on the Leased Property, Landlord shall cause the holder of such Encumbrance to enter into an agreement containing the terms set forth in Section 0.

Landlord May Grant Liens. (a) Without the consent of Tenant but subject to the provisions of Section 20.1(b) and (c), Landlord may, subject to the terms and conditions set forth in this Section 20.1, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing, provided that any such Encumbrance (together with any other Encumbrance that may encumber the Leased Property (and, if applicable, the Collective Leased Properties)) shall not secure a maximum principal amount in excess of (ix) the greater of seventy percent (70%) of the fair market value of Landlord's interest in the Leased Property, (if such loan is secured on a leased property by leased property basis without cross-collaterizations), or (ii) the greater of sixty seventy percent (6070%) of the fair market value of Landlord's interest Total Purchase Price (as defined in the Collective Leased Properties, or sixty percent (60%Purchase Agreement) of the aggregate Purchase Price for the Collective Leased Properties Property pursuant to the Purchase Agreement, if secured only by the Leased Property, or (iiiy) the greater of (xi) sixty seventy percent (60%) of the aggregate fair market value of Landlord's interest in the Collective Leased Properties which secure such Encumbrance, plus sixty percent (6070%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties, or and (yii) sixty seventy percent (6070%) of the sum of the aggregate maximum Allocable Total Purchase Price of the Collective Leased Properties pursuant to the Purchase Agreement which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand propertiesPrice. Any such Encumbrance shall provide (subject to Section 20.2) that it is subject to the rights of Tenant under this Agreement. Landlord shall not cross collateralize the Leased Property with any property which is not flagged as a Marriott branded hotel. Landlord agrees not to enter into any Encumbrance that would allow the Hotel Mortgagee to apply any insurance proceeds or Award to the debt secured by the Encumbrance but may enter into an Encumbrance that allows the Hotel Mortgagee to hold and disburse insurance proceeds or any Award to be used, pursuant to the terms of this Agreement, to repair, rebuild or restore the Leased Property according to usual and customary procedures (which procedures shall be subject to Tenant's reasonable approval) for disbursement of construction loan proceeds. For purposes hereof, the fair market value of Landlord's interest in a property shall be based only on the valuation of the rental or other income owing to Landlord pursuant to the terms of this Agreement and any other applicable lease, management, franchise or like agreement, assuming this Agreement and such other lease, management, franchise or like agreement will remain in place in perpetuity regardless of the expiration date thereof. Tenant may dispute the determination of the fair market value of Landlord's interest in a property or properties, in which case the fair market value of Landlord's interest in such property or properties shall be determined by mutual agreement between two (2) appraisers, each with at least ten (10) years of professional experience as an appraiser of comparable lodging properties, one appointed by Landlord and the other appointed by Tenant promptly following Tenant's notice of dispute. If the two (2) appraisers so appointed are unable to agree upon such fair market value within forty-five (45) days after their appointment, then they shall promptly appoint a third appraiser with like qualifications who shall complete his appraisal within thirty (30) days after appointment, and the decision of the third appraiser shall be final and binding on Landlord and Tenant. The fees and expenses of each of the first two (2) appraisers shall be paid by the party appointing the appraiser, and the fees and expenses of the third appraiser, if appointed, shall be shared equally by Landlord and Tenant. (b) Prior to creating or otherwise causing to exist any Encumbrance on the Leased Property, Landlord shall give Notice to Tenant of its proposal with regard to an Encumbrance including reasonably adequate information for Tenant to determine whether the loan to value limitations set forth in Section 20.1(a) will be satisfied. (c) As a condition to creating or causing to exist any Encumbrance on the Leased Property, Landlord shall cause the holder of such Encumbrance to enter into an agreement containing the terms set forth in Section 0.

Landlord May Grant Liens. Landlord shall be entitled to encumber the Hotel and the Property with one or more Hotel Mortgages which are expressly subordinate to this Agreement and/or with one or more Hotel Mortgages in accordance with the following terms and conditions: (a) Without the consent of Tenant but subject to the provisions of Section 20.1(b) and (c), Landlord may, subject to the terms and conditions set forth in this Section 20.1, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, whether to secure any borrowing The loan or other means debt secured by such Hotel Mortgage shall not be cross-collateralized with other property or hotels which are not managed or franchised by Tenant, IHG or their respective Affiliated Persons; (b) the principal amount secured by such Hotel Mortgage shall not exceed the sum of financing or refinancing, provided that any such Encumbrance seventy five percent (together with any other Encumbrance that may encumber the Leased Property 75%) (andor, if applicableless than four (4) Pooled FF&E Hotels secure such principal amount, the Collective Leased Properties)) shall not secure a maximum principal amount in excess of (i) seventy sixty five percent (7065%) of the fair market value of Landlord's interest in the Leased Property, (if such loan is secured on a leased property by leased property basis without cross-collaterizations), or (ii) the greater of sixty percent (60%) of the fair market value of Landlord's interest in the Collective Leased Properties, or sixty percent (60%) of the aggregate Purchase Price for the Collective Leased Properties pursuant to the Purchase Agreement, or (iii) the greater of (x) sixty percent (60%) of the aggregate fair market value of Landlord's interest in the Collective Leased Properties which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties, or (y) sixty percent (60%) of the sum of the aggregate maximum Allocable Purchase Price fair market values, as of the Collective Leased Properties pursuant date of the granting of such Hotel Mortgage, of the Pledged Hotels and the other properties securing such principal amount; (c) as of the date of the granting of such Hotel Mortgage, the Debt Service Coverage Ratio associated with such loan or debt secured thereby shall not be less than (i) 1.4 if fewer than four (4) Pooled FF&E Hotels secure - 64 - such loan or other debt or (ii) 1.3 if four (4) or more Pooled FF&E Hotels secure such loan or other debt; and (d) the holder of such Hotel Mortgage shall execute and deliver to Tenant (Tenant agreeing to likewise execute and deliver to such holder) a so-called subordination, non-disturbance and attornment agreement which shall provide that: (i) this Agreement and Tenant's rights hereunder are subject and subordinate to the Purchase Agreement which secure such EncumbranceHotel Mortgage, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties. Any such Encumbrance shall provide (subject to Section 20.2) that it is subject to lien thereof, the rights of the holder thereof and to any and all advances made thereunder, interest thereon or costs incurred in connection therewith; (ii) so long as this Agreement is in full force and effect and there exists no Event of Default, Tenant's rights under this Agreement shall not be disturbed by reason of such subordination or by reason of foreclosure of such Hotel Mortgage or receipt of deed in lieu of foreclosure; (iii) Tenant shall attorn to the holder or the purchaser at any such foreclosure or the grantee of any such deed (each, a "SUCCESSOR LANDLORD"); (iv) in the event of such attornment, the terms of this Agreement binding on Landlord and Tenant shall continue in full force and effect as a direct agreement between such Successor Landlord and Tenant, upon all the terms, conditions and covenants set forth herein, except that the Successor Landlord shall not be (A) bound by any payment of Rent in advance of when due; (B) bound by any amendment or modification of this Agreement made after the date that Tenant first had written notice of such Hotel Mortgage without the consent of the holder thereof; (C) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Agreement. ; (D) obligated to perform any work or improvements to be done by Landlord shall not cross collateralize or to make any advances except for those advances to be made pursuant to SECTION 5.1.3 (b) from and after the Leased Property with date on which such Successor Landlord acquired the Hotel; or (E) subject to any property counterclaim or setoff which is not flagged as theretofore accrued to Tenant against Landlord; (v) in the event of a Marriott branded hotel. Landlord agrees not to enter into any Encumbrance that would allow casualty or Condemnation affecting the Hotel Mortgagee which does not result in the termination of this Agreement with respect to apply any the Hotel, the net insurance proceeds or Award shall be applied to the debt secured by the Encumbrance but may enter into an Encumbrance that allows restoration of the Hotel Mortgagee as herein provided; (vi) such other terms as are customary for similar agreements; and (vii) if the Portfolio Owner exercises its right under the New Management Agreement to hold and disburse insurance proceeds or any Award cause the Pledged Hotels which are Managed Hotels to be used, managed pursuant to a separate management agreement pursuant to the terms of Section 4.3(b) of the New Management Agreement, the parties shall make appropriate allocations in the FF&E Reserve and any outstanding advances made by Landlord, Tenant or their respective Affiliated Person so that the obligations allocable to the Pooled FF&E Hotels subject to a Hotel Mortgage shall not be due from the other Pooled FF&E Hotels and VICE VERSA. Without the consent of Tenant, the holder of any Hotel Mortgage shall have the right to elect to be subject and subordinate to this Agreement, such subordination to repair, rebuild or restore be effective upon such terms and conditions as such holder may direct which are not inconsistent with the Leased Property according to usual and customary procedures (which procedures provisions hereof. Tenant shall be subject entitled to Tenant's reasonable approval) for disbursement pay any overdue regularly scheduled payments of construction loan proceeds. For purposes hereof, interest and principal on any Hotel Mortgage encumbering the fair market value of Landlord's interest in a property shall be based only on Hotel and offset amounts so paid against the valuation of the rental or other income owing to Landlord pursuant to the terms of this Agreement and any other applicable lease, management, franchise or like agreement, assuming this Agreement and such other lease, management, franchise or like agreement will remain in place in perpetuity regardless of the expiration date thereof. Tenant may dispute the determination of the fair market value of Landlord's interest in a property or properties, in which case the fair market value of Landlord's interest in such property or properties shall be determined by mutual agreement between two (2) appraisers, each with at least ten (10) years of professional experience as an appraiser of comparable lodging properties, one appointed by Landlord and the other appointed by Tenant promptly following Tenant's notice of dispute. If the two (2) appraisers so appointed are unable to agree upon such fair market value within forty-five (45) days after their appointment, then they shall promptly appoint a third appraiser with like qualifications who shall complete his appraisal within thirty (30) days after appointment, and the decision of the third appraiser shall be final and binding on Landlord and Tenant. The fees and expenses of each of the first two (2) appraisers shall be paid by the party appointing the appraiser, and the fees and expenses of the third appraiser, if appointed, shall be shared equally by Landlord and TenantRent due hereunder. (b) Prior to creating or otherwise causing to exist any Encumbrance on the Leased Property, Landlord shall give Notice to Tenant of its proposal with regard to an Encumbrance including reasonably adequate information for Tenant to determine whether the loan to value limitations set forth in Section 20.1(a) will be satisfied. (c) As a condition to creating or causing to exist any Encumbrance on the Leased Property, Landlord shall cause the holder of such Encumbrance to enter into an agreement containing the terms set forth in Section 0.

Landlord May Grant Liens. Landlord shall be entitled to encumber the Hotel and the Property with one or more Hotel Mortgages which are expressly subordinate to this Agreement or one or more Hotel Mortgages in accordance with the following terms and conditions: (a) Without the consent of Tenant but subject to the provisions of Section 20.1(b) and (c), Landlord may, subject to the terms and conditions set forth in this Section 20.1, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, whether to secure any borrowing The loan or other means debt secured by such Hotel Mortgage shall not be cross-collateralized with other property or hotels which are not managed or franchised by Tenant, IHG or their respective Affiliated Persons; (b) the principal amount secured by such Hotel Mortgage shall not exceed the sum of financing or refinancing, provided that any such Encumbrance seventy five percent (together with any other Encumbrance that may encumber the Leased Property 75%) (andor, if applicableless than four (4) Pooled FF&E Hotels secure such principal amount, the Collective Leased Properties)) shall not secure a maximum principal amount in excess of (i) seventy sixty five percent (7065%) of the fair market value of Landlord's interest in the Leased Property, (if such loan is secured on a leased property by leased property basis without cross-collaterizations), or (ii) the greater of sixty percent (60%) of the fair market value of Landlord's interest in the Collective Leased Properties, or sixty percent (60%) of the aggregate Purchase Price for the Collective Leased Properties pursuant to the Purchase Agreement, or (iii) the greater of (x) sixty percent (60%) of the aggregate fair market value of Landlord's interest in the Collective Leased Properties which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties, or (y) sixty percent (60%) of the sum of the aggregate maximum Allocable Purchase Price fair market values as of the Collective Leased Properties pursuant date of the granting of such Hotel Mortgage of the Pledged Hotels and the other properties securing such principal amount; (c) as of the date of the granting of such Hotel Mortgage, the Debt Service Coverage Ratio associated with such loan or debt secured thereby shall not be less than (i) 1.4 if fewer than four (4) Pooled FF&E Hotels secure such loan or other debt or (ii) 1.3 if four (4) or more Pooled FF&E Hotels secure such loan or other debt; and (d) the holder of such Hotel Mortgage shall execute and deliver to Tenant (Tenant agreeing to likewise execute and deliver to such holder) a so-called subordination, non-disturbance and attornment agreement which shall provide that: (i) this Agreement and Tenant's rights hereunder are subject and subordinate to the Purchase Agreement which secure such EncumbranceHotel Mortgage, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties. Any such Encumbrance shall provide (subject to Section 20.2) that it is subject to lien thereof, the rights of the holder thereof and to any and all advances made thereunder, interest thereon or costs incurred in connection therewith; (ii) so long as this Agreement is in full force and effect and there exists no Event of Default, Tenant's rights under this Agreement shall not be disturbed by reason of such subordination or by reason of foreclosure of such Hotel Mortgage or receipt of deed in lieu of foreclosure; (iii) Tenant shall attorn to the holder or the purchaser at any such foreclosure or the grantee of any such deed (each, a "Successor Landlord"); (iv) in the event of such attornment, the terms of this Agreement binding on Landlord and Tenant shall continue in full force and effect as a direct agreement between such Successor Landlord and Tenant, upon all the terms, conditions and covenants set forth herein, except that the Successor Landlord shall not be (A) bound by any payment of Rent in advance of when due; (B) bound by any amendment or modification of this Agreement made after the date that Tenant first had written notice of such Hotel Mortgage without the consent of the holder thereof; (C) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Agreement. ; (D) obligated to perform any work or improvements to be done by Landlord shall not cross collateralize or to make any advances except for those advances to be made pursuant to Section 5.1.3 (b) from and after the Leased Property with date on which such Successor Landlord acquired the Hotel; or (E) subject to any property counterclaim or setoff which is not flagged as theretofore accrued to Tenant against Landlord; (v) in the event of a Marriott branded hotel. Landlord agrees not to enter into any Encumbrance that would allow casualty or Condemnation affecting the Hotel Mortgagee which does not result in the termination of this Agreement with respect to apply any the Hotel, the net insurance proceeds or Award shall be applied to the debt secured by the Encumbrance but may enter into an Encumbrance that allows restoration of the Hotel Mortgagee as herein provided; (vi) such other terms as are customary for similar agreements; and (vii) if the Portfolio Owner exercises its right under the New Management Agreement to hold and disburse insurance proceeds or any Award cause the Pledged Hotels which are Managed Hotels to be used, managed pursuant to a separate management agreement pursuant to the terms of Section 4.3(b) of the New Management Agreement, the parties shall make appropriate allocations in the FF&E Reserve and any outstanding advances made by Landlord, Tenant or their respective Affiliated Person so that the obligations allocable to the Pooled FF&E Hotels subject to a Hotel Mortgage shall not be due from the other Pooled FF&E Hotels and vice versa. Without the consent of Tenant, the holder of any Hotel Mortgage shall have the right to elect to be subject and subordinate to this Agreement, such subordination to repair, rebuild or restore be effective upon such terms and conditions as such holder may direct which are not inconsistent with the Leased Property according to usual and customary procedures (which procedures provisions hereof. Tenant shall be subject entitled to Tenant's reasonable approval) for disbursement pay any overdue regularly scheduled payments of construction loan proceeds. For purposes hereof, interest and principal on any Hotel Mortgage encumbering the fair market value of Landlord's interest in a property shall be based only on Hotel and offset amounts so paid against the valuation of the rental or other income owing to Landlord pursuant to the terms of this Agreement and any other applicable lease, management, franchise or like agreement, assuming this Agreement and such other lease, management, franchise or like agreement will remain in place in perpetuity regardless of the expiration date thereof. Tenant may dispute the determination of the fair market value of Landlord's interest in a property or properties, in which case the fair market value of Landlord's interest in such property or properties shall be determined by mutual agreement between two (2) appraisers, each with at least ten (10) years of professional experience as an appraiser of comparable lodging properties, one appointed by Landlord and the other appointed by Tenant promptly following Tenant's notice of dispute. If the two (2) appraisers so appointed are unable to agree upon such fair market value within forty-five (45) days after their appointment, then they shall promptly appoint a third appraiser with like qualifications who shall complete his appraisal within thirty (30) days after appointment, and the decision of the third appraiser shall be final and binding on Landlord and Tenant. The fees and expenses of each of the first two (2) appraisers shall be paid by the party appointing the appraiser, and the fees and expenses of the third appraiser, if appointed, shall be shared equally by Landlord and TenantRent due hereunder. (b) Prior to creating or otherwise causing to exist any Encumbrance on the Leased Property, Landlord shall give Notice to Tenant of its proposal with regard to an Encumbrance including reasonably adequate information for Tenant to determine whether the loan to value limitations set forth in Section 20.1(a) will be satisfied. (c) As a condition to creating or causing to exist any Encumbrance on the Leased Property, Landlord shall cause the holder of such Encumbrance to enter into an agreement containing the terms set forth in Section 0.

Landlord May Grant Liens. Landlord shall be entitled to encumber the Hotel and the Property with one or more Hotel Mortgages which are expressly subordinate to this Agreement and/or with one or more Hotel Mortgages in accordance with the following terms and conditions: (a) Without the consent of Tenant but subject to the provisions of Section 20.1(b) and (c), Landlord may, subject to the terms and conditions set forth in this Section 20.1, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, whether to secure any borrowing The loan or other means debt secured by such Hotel Mortgage shall not be cross-collateralized with other property or hotels which are not managed or franchised by Tenant, IHG or their respective Affiliated Persons; (b) the principal amount secured by such Hotel Mortgage shall not exceed the sum of financing or refinancing, provided that any such Encumbrance seventy five percent (together with any other Encumbrance that may encumber the Leased Property 75%) (andor, if applicableless than four (4) Pooled FF&E Hotels secure such principal amount, the Collective Leased Properties)) shall not secure a maximum principal amount in excess of (i) seventy sixty five percent (7065%) of the fair market value of Landlord's interest in the Leased Property, (if such loan is secured on a leased property by leased property basis without cross-collaterizations), or (ii) the greater of sixty percent (60%) of the fair market value of Landlord's interest in the Collective Leased Properties, or sixty percent (60%) of the aggregate Purchase Price for the Collective Leased Properties pursuant to the Purchase Agreement, or (iii) the greater of (x) sixty percent (60%) of the aggregate fair market value of Landlord's interest in the Collective Leased Properties which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties, or (y) sixty percent (60%) of the sum of the aggregate maximum Allocable Purchase Price fair market values, as of the Collective Leased Properties pursuant date of the granting of such Hotel Mortgage, of the Pledged Hotels and the other properties securing such principal amount; (c) as of the date of the granting of such Hotel Mortgage, the Debt Service Coverage Ratio associated with such loan or debt secured thereby shall not be less than (i) 1.4 if fewer than four (4) Pooled FF&E Hotels secure such loan or other debt or (ii) 1.3 if four (4) or more Pooled FF&E Hotels secure such loan or other debt; and (d) the holder of such Hotel Mortgage shall execute and deliver to Tenant (Tenant agreeing to likewise execute and deliver to such holder) a so-called subordination, non-disturbance and attornment agreement which shall provide that: (i) this Agreement and Tenant’s rights hereunder are subject and subordinate to the Purchase Agreement which secure such EncumbranceHotel Mortgage, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties. Any such Encumbrance shall provide (subject to Section 20.2) that it is subject to lien thereof, the rights of the holder thereof and to any and all advances made thereunder, interest thereon or costs incurred in connection therewith; (ii) so long as this Agreement is in full force and effect and there exists no Event of Default, Tenant’s rights under this Agreement shall not be disturbed by reason of such subordination or by reason of foreclosure of such Hotel Mortgage or receipt of deed in lieu of foreclosure; (iii) Tenant shall attorn to the holder or the purchaser at any such foreclosure or the grantee of any such deed (each, a “SUCCESSOR LANDLORD”); (iv) in the event of such attornment, the terms of this Agreement binding on Landlord and Tenant shall continue in full force and effect as a direct agreement between such Successor Landlord and Tenant, upon all the terms, conditions and covenants set forth herein, except that the Successor Landlord shall not be (A) bound by any payment of Rent in advance of when due; (B) bound by any amendment or modification of this Agreement made after the date that Tenant first had written notice of such Hotel Mortgage without the consent of the holder thereof; (C) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Agreement. ; (D) obligated to perform any work or improvements to be done by Landlord shall not cross collateralize or to make any advances except for those advances to be made pursuant to SECTION 5.1.3 (b) from and after the Leased Property with date on which such Successor Landlord acquired the Hotel; or (E) subject to any property counterclaim or setoff which is not flagged as theretofore accrued to Tenant against Landlord; (v) in the event of a Marriott branded hotel. Landlord agrees not to enter into any Encumbrance that would allow casualty or Condemnation affecting the Hotel Mortgagee which does not result in the termination of this Agreement with respect to apply any the Hotel, the net insurance proceeds or Award shall be applied to the debt secured by the Encumbrance but may enter into an Encumbrance that allows restoration of the Hotel Mortgagee as herein provided; (vi) such other terms as are customary for similar agreements; and (vii) if the Portfolio Owner exercises its right under the New Management Agreement to hold and disburse insurance proceeds or any Award cause the Pledged Hotels which are Managed Hotels to be used, managed pursuant to a separate management agreement pursuant to the terms of Section 4.3(b) of the New Management Agreement, the parties shall make appropriate allocations in the FF&E Reserve and any outstanding advances made by Landlord, Tenant or their respective Affiliated Person so that the obligations allocable to the Pooled FF&E Hotels subject to a Hotel Mortgage shall not be due from the other Pooled FF&E Hotels and VICE VERSA. Without the consent of Tenant, the holder of any Hotel Mortgage shall have the right to elect to be subject and subordinate to this Agreement, such subordination to repair, rebuild or restore be effective upon such terms and conditions as such holder may direct which are not inconsistent with the Leased Property according to usual and customary procedures (which procedures provisions hereof. Tenant shall be subject entitled to Tenant's reasonable approval) for disbursement pay any overdue regularly scheduled payments of construction loan proceeds. For purposes hereof, interest and principal on any Hotel Mortgage encumbering the fair market value of Landlord's interest in a property shall be based only on Hotel and offset amounts so paid against the valuation of the rental or other income owing to Landlord pursuant to the terms of this Agreement and any other applicable lease, management, franchise or like agreement, assuming this Agreement and such other lease, management, franchise or like agreement will remain in place in perpetuity regardless of the expiration date thereof. Tenant may dispute the determination of the fair market value of Landlord's interest in a property or properties, in which case the fair market value of Landlord's interest in such property or properties shall be determined by mutual agreement between two (2) appraisers, each with at least ten (10) years of professional experience as an appraiser of comparable lodging properties, one appointed by Landlord and the other appointed by Tenant promptly following Tenant's notice of dispute. If the two (2) appraisers so appointed are unable to agree upon such fair market value within forty-five (45) days after their appointment, then they shall promptly appoint a third appraiser with like qualifications who shall complete his appraisal within thirty (30) days after appointment, and the decision of the third appraiser shall be final and binding on Landlord and Tenant. The fees and expenses of each of the first two (2) appraisers shall be paid by the party appointing the appraiser, and the fees and expenses of the third appraiser, if appointed, shall be shared equally by Landlord and TenantRent due hereunder. (b) Prior to creating or otherwise causing to exist any Encumbrance on the Leased Property, Landlord shall give Notice to Tenant of its proposal with regard to an Encumbrance including reasonably adequate information for Tenant to determine whether the loan to value limitations set forth in Section 20.1(a) will be satisfied. (c) As a condition to creating or causing to exist any Encumbrance on the Leased Property, Landlord shall cause the holder of such Encumbrance to enter into an agreement containing the terms set forth in Section 0.

Landlord May Grant Liens. (a) Without the consent of Tenant but subject to the provisions of Section 20.1(b) and (c), Landlord may, subject to the terms and conditions set forth in this Section 20.1, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing, provided that any such Encumbrance (together with any other Encumbrance that may encumber the Leased Property (and, if applicable, the Collective Leased Properties)) shall not secure a maximum principal amount in excess of (ix) the greater of seventy percent (70%) of the fair market value of Landlord's interest in the Leased Property, or Thirteen Million One Hundred Seventy-one Thousand Two Hundred Dollars ($13,171,200.00), if such loan is secured on a leased property only by leased property basis without cross-collaterizations)the Leased Property, or (iiy) the greater of sixty percent (60%) of the fair market value of Landlord's interest in the Collective Leased Properties, or sixty percent Fifty-six Million Five Hundred Eighty-two Thousand One Hundred Sixty Dollars (60%) of the aggregate Purchase Price for $56,582,160.00), if secured by the Collective Leased Properties pursuant to the Purchase AgreementProperties, or (iiiz) the greater of (xi) sixty percent (60%) of the aggregate fair market value of Landlord's interest in the Collective Leased Properties which secure such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance if secured by the Leased Property and/or one or more of the other Collective Leased Properties and/or other Marriott brand properties, or (yii) sixty percent (60%) of the sum of the aggregate maximum Allocable Purchase Price (as defined in the Purchase Agreement) of the Collective Leased Properties pursuant to (as defined in the Purchase Agreement Agreement) which secure such Encumbrance, plus Nine Million One Hundred Twenty-eight Thousand Seven Hundred Sixty Dollars ($9,128,760.00) if the Gaithersburg Property secures such Encumbrance, plus Eighteen Million One Hundred Fifty Thousand Dollars ($18,150,000.00), if the Palm Desert Property secures such Encumbrance, plus sixty percent (60%) of the fair market value of Landlord's interest in such other Marriott brand properties which secure such Encumbrance, if such Encumbrance if is secured by the Leased Property and/or one or more of the Leased Property, the other Collective Leased Properties Properties, and/or other Marriott brand properties. Any such Encumbrance shall provide (subject to Section 20.2) that it is subject to the rights of Tenant under this Agreement. Landlord shall not cross collateralize the Leased Property with any property which is not flagged as a Marriott branded hotel. Landlord agrees not to enter into any Encumbrance that would allow the Hotel Mortgagee to apply any insurance proceeds or Award to the debt secured by the Encumbrance but may enter into an Encumbrance that allows the Hotel Mortgagee to hold and disburse insurance proceeds or any Award to be used, pursuant to the terms of this Agreement, to repair, rebuild or restore the Leased Property according to usual and customary procedures (which procedures shall be subject to Tenant's reasonable approval) for disbursement of construction loan proceeds. For purposes hereof, the fair market value of Landlord's interest in a property shall be based only on the valuation of the rental or other income owing to Landlord pursuant to the terms of this Agreement and any other applicable lease, management, franchise or like agreement, assuming this Agreement and such other lease, management, franchise or like agreement will remain in place in perpetuity regardless of the expiration date thereof. Tenant may dispute the determination of the fair market value of Landlord's interest in a property or properties, in which case the fair market value of Landlord's interest in such property or properties shall be determined by mutual agreement between two (2) appraisers, each with at least ten (10) years of professional experience as an appraiser of comparable lodging properties, one appointed by Landlord and the other appointed by Tenant promptly following Tenant's notice of dispute. If the two (2) appraisers so appointed are unable to agree upon such fair market value within forty-five (45) days after their appointment, then they shall promptly appoint a third appraiser with like qualifications who shall complete his appraisal within thirty (30) days after appointment, and the decision of the third appraiser shall be final and binding on Landlord and Tenant. The fees and expenses of each of the first two (2) appraisers shall be paid by the party appointing the appraiser, and the fees and expenses of the third appraiser, if appointed, shall be shared equally by Landlord and Tenant. (b) Prior to creating or otherwise causing to exist any Encumbrance on the Leased Property, Landlord shall give Notice to Tenant of its proposal with regard to an Encumbrance including reasonably adequate information for Tenant to determine whether the loan to value limitations set forth in Section 20.1(a) will be satisfied. (c) As a condition to creating or causing to exist any Encumbrance on the Leased Property, Landlord shall cause the holder of such Encumbrance to enter into an agreement containing the terms set forth in Section 0.