A TERM EQUAL TO THE
UNEXPIRED TERM OF THIS AGREEMENT) WHICH SUBSTITUTE TENANT SHALL EXPRESSLY ASSUME
ALL OF THE OWNER'S OBLIGATIONS UNDER THIS AGREEMENT.
UPON SUCH ASSIGNMENT TO,
AND ASSUMPTION BY, A SUBSTITUTE TENANT, PURCHASER SHALL BE RELIEVED OF ALL
FUTURE OBLIGATIONS ARISING UNDER THIS AGREEMENT (OTHER THAN ANY EXPRESSLY
IMPOSED ON PURCHASER PURSUANT TO SECTIONS 4.2 THROUGH AND INCLUDING 4.7),
MANAGER SHALL ATTORN TO THE SUBSTITUTE TENANT AND RECOGNIZE THE SUBSTITUTE
TENANT AS THE "OWNER" UNDER
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THIS AGREEMENT, AND THE TERM "LEASE" AS USED IN THIS AGREEMENT SHALL BE DEEMED
TO REFER TO SUCH LEASE BETWEEN PURCHASER AND THE SUBSTITUTE TENANT.
4.3
FINANCING.
(A)
PURCHASER SHALL BE ENTITLED TO ENCUMBER THE HOTELS OR ANY OF THEM
WITH ONE OR MORE AUTHORIZED MORTGAGES WHICH ARE EXPRESSLY SUBORDINATE TO THIS
AGREEMENT OR IN CONNECTION WITH WHICH THE FOLLOWING TERMS AND CONDITIONS ARE
SATISFIED:
(I)
THE LOAN OR OTHER DEBT SECURED BY SUCH AUTHORIZED MORTGAGE SHALL
NOT BE CROSS-COLLATERALIZED WITH OTHER PROPERTY OR HOTELS WHICH ARE NOT MANAGED
OR FRANCHISED BY MANAGER, IHG OR THEIR RESPECTIVE AFFILIATES;
(II)
THE PRINCIPAL AMOUNT SECURED BY SUCH AUTHORIZED MORTGAGE SHALL
NOT EXCEED THE SUM OF SEVENTY FIVE PERCENT (75%) (OR, IF LESS THAN FOUR (4)
HOTELS SECURE SUCH PRINCIPAL AMOUNT, SIXTY FIVE PERCENT (65%)) OF THE SUM OF THE
FAIR MARKET VALUE AS OF THE DATE OF THE GRANTING OF SUCH AUTHORIZED MORTGAGE OF
THE PLEDGED HOTELS AND THE OTHER PROPERTIES SECURING SUCH PRINCIPAL AMOUNT;
(III)
AS OF THE DATE OF THE GRANTING OF SUCH AUTHORIZED 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) HOTELS SECURE SUCH LOAN OR
OTHER DEBT OR (II) 1.3 IF FOUR (4) OR MORE HOTELS SECURE SUCH LOAN OR OTHER
DEBT; AND
(IV)
THE HOLDER OF SUCH AUTHORIZED MORTGAGE SHALL EXECUTE AND DELIVER
TO MANAGER (MANAGER AGREEING TO LIKEWISE EXECUTE AND DELIVER TO SUCH HOLDER) A
SO-CALLED SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT WHICH SHALL
PROVIDE THAT:
(A)
THIS AGREEMENT AND MANAGER'S RIGHTS
HEREUNDER ARE SUBJECT AND SUBORDINATE TO THE AUTHORIZED MORTGAGE, THE LIEN
THEREOF, THE RIGHTS OF THE HOLDER THEREOF AND TO ANY AND ALL ADVANCES MADE
THEREUNDER, INTEREST THEREON OR COSTS INCURRED IN CONNECTION THEREWITH;
(B)
SO LONG AS THIS AGREEMENT IS IN FULL FORCE
AND EFFECT AND THERE EXISTS NO MANAGER DEFAULT WHICH HAS NOT BEEN CURED WITHIN
ANY APPLICABLE NOTICE OR GRACE PERIOD, MANAGER'S RIGHTS UNDER THIS AGREEMENT
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SHALL NOT BE DISTURBED BY REASON OF SUCH SUBORDINATION OR BY REASON OF
FORECLOSURE OF SUCH AUTHORIZED MORTGAGE OR RECEIPT OF DEED IN LIEU OF
FORECLOSURE;
(C)
MANAGER SHALL ATTORN TO THE HOLDER OR THE
PURCHASER AT ANY SUCH FORECLOSURE OR THE GRANTEE OF ANY SUCH DEED (EACH, A
"SUCCESSOR PURCHASER");
(D)
IN THE EVENT OF SUCH ATTORNMENT, THE TERMS
OF THIS AGREEMENT BINDING ON PURCHASER AND MANAGER SHALL CONTINUE IN FULL FORCE
AND EFFECT AS A DIRECT AGREEMENT BETWEEN SUCH SUCCESSOR PURCHASER AND MANAGER,
UPON ALL THE