Contract analysis

ARTICLE I — DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.01 — Defined Terms. All capitalized terms used in this Mortgage and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. As used in this Mortgage, the following terms shall have the following meanings: "Beneficiary" means [Insert full legal name of Collateral Agent], in its capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Ag

Section 1.02 — Rules of Construction. (a) The rules of construction and interpretation set forth in the Credit Agreement are hereby incorporated by reference as if set forth herein in their entirety and shall apply to this Mortgage, mutatis mutandis. (b) The headings and captions of the various Articles, Sections, and subsections of this Mortgage and the Exhibits and Riders hereto are for convenience of reference onl

Section 2.01 — Grant of Mortgage / Deed of Trust. [Select applicable granting language based on jurisdiction:] [For Mortgage States:] In order to secure the payment and performance of the Secured Obligations, Mortgagor hereby irrevocably and unconditionally MORTGAGES, GRANTS, BARGAINS, SELLS, CONVEYS, ASSIGNS, TRANSFERS, PLEDGES, SETS OVER, AND HYPOTHECATES to Mortgagee, and grants to Mortgagee a first-priority lien

Section 2.02 — Description of Mortgaged Property. The Mortgaged Property consists of the following: (a) Land. All that certain lot, piece, or parcel of land situated in [Insert county], [Insert state], more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Land"), together with all right, title, and interest of Mortgagor in and to (i) any land lying within the right-of-way

Section 2.03 — Habendum. TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee (or in the case of a deed of trust, unto Trustee for the benefit of Beneficiary), and Mortgagee's (or Trustee's and Beneficiary's) successors and assigns, forever, subject to the terms and conditions of this Mortgage, for the uses and purposes herein set forth; provided, however, that if the Secured Obligations shall be indefeasibly pa

Section 2.04 — Security Agreement. (a) This Mortgage shall be construed as, and shall constitute, a security agreement within the meaning of Article 9 of the UCC with respect to any portion of the Mortgaged Property that constitutes personal property or fixtures (whether tangible or intangible). Without limiting the generality of the foregoing, Mortgagor hereby grants to Mortgagee a continuing first-priority security

ARTICLE III — SECURED OBLIGATIONS

Section 3.01 — Obligations Secured. This Mortgage and the lien and security interest created hereby secure the full and punctual payment and performance of each and all of the following (collectively, the "Obligations Secured"): (a) All obligations of Mortgagor under the Guarantee Agreement, including, without limitation, Mortgagor's guaranty of the obligations of the Borrower under the Credit Agreement and the other

Section 3.02 — Future Advances. (a) This Mortgage secures, in addition to the obligations described in Section 3.01, all future advances and other future obligations made or incurred by Mortgagee or any other Secured Party under the Credit Agreement, whether such future advances or obligations are obligatory or are made or incurred at the option of Mortgagee, the Administrative Agent, or any Lender, including, withou

ARTICLE IV — REPRESENTATIONS, WARRANTIES, AND COVENANTS OF MORTGAGOR

Section 4.01 — Title and Lien Priority. Mortgagor hereby represents and warrants that: (a) Mortgagor holds good, valid, and marketable fee simple title to the Land and the Improvements (or, if indicated in the Recitals, a valid leasehold interest therein), free and clear of all liens, charges, encumbrances, security interests, restrictions, conditions, options, rights of first refusal, and other adverse claims or int

Section 4.02 — Authority. Mortgagor hereby represents and warrants that: (a) Mortgagor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and is qualified to do business and in good standing in the State of [Insert state in which the Mortgaged Property is located]; (b) Mortgagor has full power, authority, and legal right to execute and deliver this Mortgag

Section 4.03 — No Conflicts. Mortgagor hereby represents and warrants that the execution, delivery, and performance of this Mortgage by Mortgagor do not and will not (a) violate any provision of Mortgagor's certificate of incorporation, bylaws, certificate of formation, operating agreement, partnership agreement, or other organizational documents, (b) violate any applicable law, rule, regulation, order, judgment, wri

Section 4.04 — Payment of Secured Obligations. Mortgagor covenants and agrees to duly and punctually pay and perform all Secured Obligations in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents. In the event of any failure by the Borrower to pay or perform any of the Secured Obligations when due, Mortgagor shall pay and perform such Secured Obligations in accordance with th

Section 4.05 — Maintenance and Repair. (a) Mortgagor covenants and agrees to maintain, preserve, and keep the Mortgaged Property, including all Improvements, Fixtures, and personal property, in good condition, working order, and repair, consistent with the standards customarily maintained by prudent owners and operators of comparable hospitality properties in the same geographic market as the Mortgaged Property (taki

Section 4.06 — Insurance. (a) Mortgagor covenants and agrees to maintain, or cause to be maintained, at Mortgagor's sole cost and expense, insurance coverages with respect to the Mortgaged Property in such types, amounts, and with such insurers as are required under the Credit Agreement, including, without limitation: (i) Property/Casualty Insurance. All-risk property insurance (including coverage for fire, windstorm

Section 4.07 — Payment of Impositions. (a) Mortgagor covenants and agrees to pay, or cause to be paid, all Impositions now or hereafter levied, assessed, or imposed upon the Mortgaged Property or any part thereof, or upon the revenues, rents, issues, income, and profits thereof, before the same become delinquent or any penalty or interest attaches thereto. Mortgagor shall deliver to Mortgagee, promptly upon Mortgagee

Section 4.08 — Compliance with Laws. Mortgagor covenants and agrees to comply, and cause the Mortgaged Property to comply, with all applicable federal, state, and local laws, statutes, regulations, ordinances, rules, codes, orders, judgments, writs, injunctions, and decrees, including, without limitation, (a) all zoning and land use laws and regulations, (b) all Environmental Laws (as defined in the Credit Agreement)

Section 4.09 — Environmental Covenants. (a) Mortgagor covenants and agrees that Mortgagor shall not, and shall not permit any tenant, subtenant, licensee, occupant, contractor, or other person to, use, generate, manufacture, treat, store, handle, release, transport, or dispose of any Hazardous Materials (as defined in the Credit Agreement) on, under, in, or about the Mortgaged Property or transport any Hazardous Mate

Section 4.10 — Leases. (a) Mortgagor covenants and agrees that Mortgagor shall not, without the prior written consent of Mortgagee (except as permitted under the Credit Agreement), (i) enter into any new Lease affecting the Mortgaged Property or any material portion thereof, (ii) materially amend, modify, extend, renew, or supplement any existing Lease, (iii) terminate, cancel, or accept the surrender of any existing

Section 4.11 — Alterations and Improvements. (a) Mortgagor covenants and agrees that Mortgagor shall not, without the prior written consent of Mortgagee (except as permitted under the Credit Agreement), (i) remove or demolish, or permit the removal or demolition of, any Improvement or Fixture constituting a part of the Mortgaged Property, (ii) make or permit any structural alteration to the Improvements, or (iii) mak

Section 4.12 — Further Assurances. Mortgagor covenants and agrees, at Mortgagor's sole cost and expense, to execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, all such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers, assurances, and other instruments as Mortgagee may from time to time reasonably request in order to (a) better assure, con

Section 4.13 — Books and Records / Inspection. (a) Mortgagor covenants and agrees to maintain complete and accurate books and records relating to the ownership, operation, maintenance, management, leasing, and financial condition of the Mortgaged Property, in a manner consistent with sound accounting practices and in compliance with the requirements of the Credit Agreement. (b) Mortgagor shall furnish to Mortgagee, p

Section 4.14 — Transfer Restrictions. Mortgagor covenants and agrees that Mortgagor shall not, without the prior written consent of Mortgagee, directly or indirectly sell, transfer, convey, assign, exchange, lease (other than in the ordinary course of business as permitted hereunder and under the Credit Agreement), encumber, pledge, hypothecate, grant a security interest in, grant an option with respect to, or otherw

ARTICLE V — ASSIGNMENT OF LEASES AND RENTS

Section 5.01 — Assignment. (a) As additional security for the payment and performance of the Secured Obligations, Mortgagor hereby absolutely, presently, and unconditionally assigns, transfers, conveys, and sets over to Mortgagee all of Mortgagor's right, title, and interest in, to, and under (i) all Leases now existing or hereafter entered into with respect to the Mortgaged Property or any part thereof, together wit

Section 5.02 — Revocable License. (a) Notwithstanding the absolute assignment contained in Section 5.01, Mortgagee hereby grants to Mortgagor a revocable license to collect, receive, use, and enjoy the Rents and to enforce the terms of the Leases, so long as no Event of Default shall have occurred and be continuing. (b) The license granted to Mortgagor under this Section 5.02 shall be automatically and immediately re

Section 5.03 — Mortgagee's Rights Upon Default. Upon the occurrence and during the continuance of an Event of Default, Mortgagee shall have the right (but not the obligation), in addition to any other rights and remedies available to Mortgagee hereunder or under any other Loan Document, to: (a) Enter upon and take possession of the Mortgaged Property, or any part thereof, and manage and operate the same, either direc

Section 5.04 — Tenant Notification. (a) Upon the occurrence and during the continuance of an Event of Default, Mortgagee shall have the right, but not the obligation, to send written notice to any or all tenants, subtenants, licensees, concessionaires, hotel management companies, operators, and other persons obligated to pay Rents or other amounts with respect to the Mortgaged Property, directing such persons to make

ARTICLE VI — CASUALTY AND CONDEMNATION

Section 6.01 — Casualty / Insurance Proceeds. (a) Notice of Casualty. Mortgagor shall give prompt written notice to Mortgagee of any damage to or destruction of any material portion of the Mortgaged Property, whether or not covered by insurance. Such