Contract analysis

I. CREDIT AGREEMENT AND ANCILLARY LOAN DOCUMENTS 1.1 | Credit Agreement | Credit Agreement among Verimark Hospitality Group Inc. (as Borrower), the Guarantors, Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent), and the Lenders — Execution Version | C&H / WGP | July 21, 2022 | July 21, 2022 | Complete | Final execution version agreed July 18, 2022; simultaneous sign-and-close. $700,000,000 TLB;

II. CORPORATE AUTHORIZATIONS AND CERTIFICATES 2.1 | Corporate | VHG Board Resolutions — Authorizing the $700,000,000 TLB Refinancing | C&H / VHG | May 12, 2022 | May 12, 2022 | Complete | Adopted May 12, 2022; authorizes entry into Credit Agreement, repayment of existing $625M Greystone TLB, and execution of all related documents 2.2 | Corporate | Omnibus Secretary's Certificate — VHG and each Guarantor Subsidiary (o

III. OPINIONS 3.1 | Opinions | Legal Opinion — Calderwood & Harkness LLP (Borrower's Counsel) to Crescent Harbor and Lenders | C&H (Ian Blackwood) | July 21, 2022 | July 21, 2022 | Complete | Covers due organization, power and authority, due authorization, execution/delivery, enforceability (subject to customary qualifications), no conflicts, no required governmental approvals. NY law. 3.2 | Opinions | Enforceability

IV. PAYOFF AND DISCHARGE OF EXISTING TLB 4.1 | Payoff | Payoff Letter — Greystone Federal Credit Corp. (existing $625M TLB agent) | C&H / Greystone (Marion Stillwell) | July 19, 2022 | July 19, 2022 | Complete | Total payoff: ~$627,916,667 (principal: $621,875,000 + accrued interest: ~$2,916,667 + prepayment premium: $3,125,000 (0.50% × $625M)). Existing TLB CUSIP: 92347LAA0. Original close: Feb 14, 2020. 4.2 | Payof

V. UCC AND LIEN FILINGS 5.1 | UCC / Liens | UCC-1 Financing Statements — Delaware Secretary of State (VHG, Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, Cascadia Hospitality Corp.) | C&H | July 21, 2022 | July 21, 2022 | Complete | Crescent Harbor Bank, N.A. as Secured Party (Collateral Agent) 5.2 | UCC / Liens | UCC-1 Financing Statements — Florida Secured Transactio

VI. MORTGAGE AND REAL PROPERTY DOCUMENTS 6.1 | Mortgages / Title | Form of Mortgage, Deed of Trust, Assignment of Leases and Rents, and Security Agreement (multi-state master form with state-specific riders) | C&H | July 2022 | July 2022 | Complete | Covers 42 hotel properties across 12 states (FL-12, NY-6, CA-5, TX-4, GA-3, CO-3, AZ-2, IL-2, WA-2, OR-1, NV-1, VA-1) 6.2 | Mortgages / Title | Mortgage — Florida Proper

VII. SYNDICATION DOCUMENTS 7.1 | Syndication | Confidential Information Memorandum (CIM) — C&H Legal Review and Comments | C&H (Sophie Tremblay) | June 1, 2022 | June 1, 2022 | Complete | Legal review of CIM prepared by Crescent Harbor; 10b-5 considerations 7.2 | Syndication | Lender Presentation Slides — C&H Legal Summary Section | C&H | June 10, 2022 | June 10, 2022 | Complete | Used at June 13–17, 2022 bank meetin

VIII. COMMITMENT LETTER AND FEE ARRANGEMENTS 8.1 | Commitment / Fees | Commitment Letter — Execution Version (VHG and Crescent Harbor Bank, N.A.) | C&H / VHG / CHB | May 27, 2022 | May 27, 2022 | Complete | CHB commits to arrange and underwrite $700M TLB; NY law 8.2 | Commitment / Fees | Fee Letter — Execution Version (arrangement fee 0.50% / $3,500,000; admin agent fee $150,000/yr; OID 1.00% / $7,000,000) | C&H / VH

IX. INSURANCE 9.1 | Insurance | Insurance Certificate Review Memorandum — Compliance with Credit Agreement Requirements | C&H (Daniel Obi) | July 19, 2022 | July 19, 2022 | Complete | Property, casualty, liability coverage for 74 hotel properties; CHB named as additional insured/loss payee

X. KYC / AML 10.1 | KYC / AML | VHG KYC Package delivered to Crescent Harbor Bank, N.A. | VHG / CHB | April 15, 2022 | April 15, 2022 | Complete | KYC/AML package dated April 15, 2022

XI. RATINGS 11.1 | Ratings | Kellaway Ratings Group — Corporate Family Rating: BB-; TLB Rating: B+ | VHG / Meridian Strauss | Pre-closing | Pre-closing | Complete 11.2 | Ratings | Pinnacle Credit Services — Corporate Family Rating: Ba3; TLB Rating: B1 | VHG / Meridian Strauss | Pre-closing | Pre-closing | Complete

XII. CLOSING MECHANICS 12.1 | Closing | Closing Agenda and Signature Pages Package | C&H | July 21, 2022 | July 21, 2022 | Complete | Simultaneous sign-and-close 12.2 | Closing | Post-Closing Letter Agreement (specifying August 5, 2022 deadline for mortgages and title policies) | C&H / VHG / CHB | July 21, 2022 | July 21, 2022 | Complete 12.3 | Closing | Closing Binder — Index and Table of Contents | C&H | August 5,

XIII. POST-CLOSING DELIVERABLES 13.1 | Post-Closing | Recorded mortgages/deeds of trust for 42 hotel properties across 12 states (see Section VI above) | C&H / VHG | August 5, 2022 | August 5, 2022 | Complete | All recorded by deadline 13.2 | Post-Closing | Mortgagee title insurance policies from Continental Fidelity Title Company for 42 properties | C&H / VHG / CFTC | August 5, 2022 | August 5, 2022 | Complete 13.3