Contract analysis

Section 1.01 — Defined Terms Capitalized terms used and not otherwise defined in this Deed of Trust shall have the meanings ascribed to such terms in the Credit Agreement dated as of July 21, 2022. As used in this Deed of Trust, the following terms shall have the following meanings: "Beneficiary" means Crescent Harbor Bank, National Association, a national banking association, in its capacity as Collateral Agent for

Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, all references in this Deed of Trust to the Credit Agreement or any other Loan Document shall be deemed to include all amendments, supplements, restatements, amendments and restatements, refinancings, replacements, and other modifications thereto or thereof that are made in accordance with the terms thereof. All references to any statute,

Section 2.01 — Grant of Trust Estate For the purpose of securing the Secured Obligations, Trustor hereby irrevocably GRANTS, TRANSFERS, CONVEYS, and ASSIGNS to Trustee, IN TRUST, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, for the benefit of Beneficiary and the Secured Parties, all of Trustor's right, title, and interest in, to, and under the following property, rights, interests, and estates, whether now o

Section 2.02 — Obligations Secured This Deed of Trust and the Trust Estate granted, conveyed, transferred, and assigned hereby secure the full, faithful, and punctual payment and performance of all Secured Obligations under the Credit Agreement, the Guarantee Agreement, and the other Loan Documents, including, without limitation: (a) The full and punctual payment of the principal amount of Seven Hundred Million Dolla

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF TRUSTOR Trustor hereby represents and warrants to Beneficiary and the Secured Parties as follows:

Section 3.01 — Organization and Authority (a) Trustor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Trustor is duly qualified to transact business and is in good standing in the State of California and in each other jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where

Section 3.02 — Title (a) Trustor holds good, marketable, and indefeasible fee simple title to each of the five (5) California Properties described in Exhibit A hereto, subject only to the Permitted Liens set forth in Exhibit B hereto and as defined in the Credit Agreement. (b) The Trust Estate is free and clear of all liens, charges, claims, security interests, encumbrances, easements, restrictions, and other title d

Section 3.03 — No Conflicts The execution, delivery, and performance by Trustor of this Deed of Trust and the grant of the Trust Estate do not and will not: (a) violate any provision of Trustor's certificate of formation, limited liability company agreement, or other organizational documents; (b) violate any applicable federal, state, or local law, statute, rule, regulation, order, writ, judgment, injunction, or decr

Section 3.04 — Enforceability This Deed of Trust has been duly executed and delivered by Trustor and constitutes the legal, valid, and binding obligation of Trustor, enforceable against Trustor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability affecting the enforcement of creditors' rights generally,

Section 3.05 — Taxes and Assessments All real property taxes, assessments, water charges, sewer charges, and other governmental charges and levies imposed upon or assessed against the Properties that are currently due and payable have been paid in full. There are no pending special assessments against any Property that have not been disclosed to Beneficiary. Trustor has not received any notice of any proposed increas

Section 3.06 — Compliance with Laws The Properties and the use, occupancy, and operation thereof comply in all material respects with all applicable laws, statutes, ordinances, rules, regulations, codes, and requirements of any governmental authority having jurisdiction, including, without limitation, all applicable zoning laws and regulations, building codes, fire safety codes, health and safety regulations, the Ame

Section 3.07 — Environmental Matters (a) To the knowledge of Trustor, no Hazardous Materials (as defined in the Credit Agreement) are present on, under, at, or about the Properties in quantities or concentrations that violate or could reasonably be expected to give rise to liability under any applicable Environmental Law (as defined in the Credit Agreement). (b) There are no pending or, to the knowledge of Trustor, t

Section 3.08 — Condemnation; Litigation (a) No condemnation or eminent domain proceedings are pending or, to the knowledge of Trustor, threatened against or affecting any Property or any portion thereof, and Trustor has not received any written notice that any such proceeding is contemplated. (b) There are no actions, suits, proceedings, or investigations pending or, to the knowledge of Trustor, threatened against or

Section 3.09 — Insurance Trustor maintains or causes to be maintained insurance with respect to each Property in types, amounts, and with carriers as required by the Credit Agreement. Each such insurance policy names Beneficiary (in its capacity as Collateral Agent for the Secured Parties) as mortgagee, loss payee, and additional insured, as applicable, in each case pursuant to a standard mortgagee clause or lender's

Section 3.10 — Flood Zone Status Based upon surveys and flood certifications obtained in connection with the origination of the Term Loan B, those Properties, or portions thereof, located within a Special Flood Hazard Area, as designated by the Federal Emergency Management Agency, maintain flood insurance coverage in amounts and on terms required by the Credit Agreement and applicable federal law, including the Flood

ARTICLE IV — ASSIGNMENT OF LEASES AND RENTS

Section 4.01 — Assignment (a) As additional security for the Secured Obligations, Trustor hereby absolutely, presently, and unconditionally assigns, transfers, conveys, and sets over unto Beneficiary all of Trustor's right, title, and interest in, to, and under all Leases now existing or hereafter entered into with respect to the Properties, or any part thereof, and all Rents now due, past due, or to become due there

Section 4.02 — License Back to Trustor (a) Notwithstanding the foregoing absolute assignment, Beneficiary hereby confers upon Trustor a revocable, non-exclusive license (the "License") to collect, receive, use, and enjoy the Rents from the Properties as they become due, subject to the terms of the Credit Agreement and the other Loan Documents, so long as no Event of Default has occurred and is continuing. (b) Upon th

Section 4.03 — Enforcement (a) Upon the occurrence and during the continuance of an Event of Default, Beneficiary may, in addition to exercising any other remedies available under this Deed of Trust, the Credit Agreement, or applicable law, exercise all rights and remedies available under California Civil Code Sections 2938 et seq., including, without limitation: (i) Entering upon and taking possession of the Propert

Section 4.04 — Subordination of Leases (a) Unless Beneficiary shall otherwise elect in writing, all Leases now existing or hereafter entered into with respect to the Properties shall be subject and subordinate to the lien of this Deed of Trust. (b) Notwithstanding the foregoing, Beneficiary may, in its discretion, agree to execute subordination, non-disturbance, and attornment agreements ("SNDAs") with tenants, hotel

ARTICLE V — COVENANTS OF TRUSTOR Trustor hereby covenants and agrees with Beneficiary and the Secured Parties as follows:

Section 5.01 — Payment of Secured Obligations Trustor shall promptly pay and perform all Secured Obligations as and when due and payable, in accordance with the terms of the Credit Agreement, the Guarantee Agreement, and the other Loan Documents. Without limiting the generality of the foregoing, Trustor shall cause the Borrower to make all payments of principal, interest, fees, and other amounts as and when required

Section 5.02 — Maintenance and Repair (a) Trustor shall maintain, preserve, and keep the Properties and all Improvements, Fixtures, FF&E, and other components of the Trust Estate in good condition, order, and repair, consistent with the standards of a first-class, full-service hotel operation, and shall make or cause to be made all necessary and appropriate repairs, renewals, replacements, additions, and improvements

Section 5.03 — Insurance (a) Trustor shall maintain, or cause to be maintained, at its sole cost and expense, insurance with respect to the Properties and the Trust Estate in such types, amounts, and with such insurers as are required by the Credit Agreement, including, without limitation: (i) Property and casualty insurance covering all Improvements, Fixtures, and FF&E against loss or damage by fire, windstorm, and

Section 5.04 — Taxes and Other Charges (a) Trustor shall pay and discharge, or cause to be paid and discharged, before delinquency, all real property taxes, assessments, water rates, sewer charges, and all other governmental charges and levies now or hereafter imposed upon or assessed against the Properties or any part thereof, or upon any Rents or other income therefrom. (b) Trustor shall pay and discharge, or cause

Section 5.05 — Compliance with Laws Trustor shall comply, and shall cause each Property to comply, in all material respects with all applicable laws, statutes, ordinances, rules, regulations, codes, and requirements of any federal, state, or local governmental authority having jurisdiction over the Properties, including, without limitation, all applicable zoning and land use laws, building codes, fire safety codes, h

Section 5.06 — Environmental Compliance (a) Trustor shall not cause or permit the presence, use, storage, generation, release, discharge, or disposal of any Hazardous Materials on, under, at, or about the Properties, or the transportation of any Hazardous Materials to or from the Properties, except for such Hazardous Materials as are reasonably necessary for the operation and maintenance of the Properties as first-cl

Section 5.07 — Defense of Title Trustor shall forever warrant and defend the Trust Estate and every part thereof against the claims, demands, and actions of all persons whomsoever, and shall preserve and protect the priority and validity of the lien of this Deed of Trust. Trustor shall promptly notify Beneficiary of any action, suit, proceeding, or claim affecting the title to any Property or any portion of the Trust

Section 5.08 — Further Assurances Trustor shall, from time to time, at its sole cost and expense, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such further instruments, documents, certificates, and assurances as Beneficiary may reasonably request in order to (a) perfect and protect the lien and security interest of this Deed of Trust and the other Loan Documents on the Trus

Section 5.09 — No Liens Trustor shall not create, incur, assume, or suffer to exist any lien, charge, claim, security interest, or encumbrance on or affecting the Properties or any part of the Trust Estate, other than Permitted Liens. Trustor shall promptly notify Beneficiary of any lien or claim of lien filed against any Property and shall cause any such lien (other than a Permitted Lien) to be released, bonded, or

Section 5.10 — No Transfer Trustor shall not sell, convey, assign, transfer, lease (except as permitted under Section 5.11), exchange, or otherwise dispose of, or encumber, any Property or any interest therein, or suffer the same to be seized or taken under any legal process (other than Permitted Liens), without the prior written consent of Beneficiary, except as expressly permitted by the Credit Agreement. Any trans

Section 5.11 — Leasing Restrictions Trustor shall not enter into, modify, amend, terminate, surrender, or accept the surrender of any Lease or any hotel management agreement, franchise agreement, or other occupancy agreement with respect to any Property, except in accordance with the terms and conditions of the Credit Agreement. To the extent required by the Credit Agreement, Trustor shall submit any proposed new Lea

Section 5.12 — Books and Records; Inspection (a) Trustor shall maintain complete and accurate books and records regarding the Properties, including, without limitation, records relating to income and expenses, leases, occupancy rates, average daily rates, revenue per available room, capital expenditures, environmental compliance, insurance, taxes, and all other matters pertaining to the ownership, operation, and fina

Section 5.13 — Condemnation Proceeds (a) Trustor shall promptly notify Beneficiary of any actual or threatened condemnation, taking, or acquisition by eminent domain of any Property or any portion thereof, and shall deliver to Beneficiary copies of all papers, notices, and documents received by Trustor in connection therewith. (b) All condemnation awards and other proceeds of any condemnation or taking shall be paid

ARTICLE VI — CASUALTY AND CONDEMNATION

Section 6.01 — Casualty (a) If any Property or any portion of the Trust Estate is damaged or destroyed by fire, flood, earthquake, windstorm, or other casualty (a "Casualty"), Trustor shall promptly give written notice thereof to Beneficiary, describing in reasonable detail the nature and extent of such damage or destruction and the estimated cost of repair and restoration. (b) All insurance proceeds payable as a res

Section 6.02 — Condemnation (a) If all or any portion of any Property shall be taken or condemned by any governmental or quasi-governmental authority, or if any right of access thereto shall be changed or limited by any such authority, or if proceedings for any such purpose shall have been commenced or threatened (each, a "Condemnation"), Trustor shall promptly give written notice thereof to Beneficiary. (b) Benefici

Section 6.03 — Restoration (a) Insurance proceeds or Condemnation Proceeds may be used by Trustor for the repair, restoration, rebuilding, or replacement of the damaged, destroyed, or taken Property (collectively, "Restoration"), provided that all of the following conditions are satisfied: (i) No Event of Default has occurred and is continuing; (ii) The applicable insurance proceeds or Condemnation Proceeds, together

ARTICLE VII — EVENTS OF DEFAULT

Section 7.01 — Events of Default Each of the following shall constitute an "Event of Default" under this Deed of Trust: (a) The occurrence of any "Event of Default" as defined in and under the Credit Agreement (including, without limitation, those set forth in Article VII thereof), each of which is hereby incorporated by reference as though fully set forth herein, including, without limitation: (i) Failure by the Bor

Section 8.01 — Acceleration (a) Upon the occurrence and during the continuance of an Event of Default, Beneficiary may, by notice to Trustor (or, in the case of an Event of Default described in Section 7.01(a)(vi), automatically without notice or demand), declare the unpaid principal amount of the Secured Obligations, together with all accrued and unpaid interest thereon and all other amounts payable under the Loan D

Section 8.02 — Power of Sale (a) Upon the occurrence and during the continuance of an Event of Default, Trustee or Beneficiary may exercise the power of sale granted herein and pursuant to California Civil Code Sections 2924 through 2924k, inclusive, and any successor statutes thereto. (b) The power of sale shall be exercised in accordance with the following procedures (or such other procedures as may be required by