Contract analysis

Section 1: Post-Closing Deliverables 1.1 Mortgage Deliverables. The Borrower shall, and shall cause each applicable Guarantor to, deliver to the Administrative Agent fully executed, notarized, and recordable mortgages, deeds of trust, assignments of leases and rents, and security agreements (collectively, the "Mortgages") covering the forty-two (42) hotel properties owned by the Guarantors and identified on Exhibit A

Section 2: Post-Closing Deadline All post-closing deliverables described in Section 1 of this Letter Agreement (collectively, the "Post-Closing Deliverables") shall be delivered to the Administrative Agent no later than 5:00 p.m. (New York City time) on August 5, 2022 (the "Post-Closing Deadline"). Delivery of the Post-Closing Deliverables shall be measured by actual receipt by the Administrative Agent at its princip

Section 3: Consequences of Failure to Deliver 3.1 Event of Default. Failure by the Borrower or any applicable Guarantor to deliver any of the Post-Closing Deliverables by the Post-Closing Deadline (as the same may be extended pursuant to Section 3.2) shall constitute an Event of Default under the Credit Agreement, specifically under the "Post-Closing Covenant" provision set forth in Section 6.14 thereof (and cross-re

Section 4: Cooperation Obligations The Borrower shall, and shall cause each Guarantor to, use commercially reasonable efforts to deliver the Post-Closing Deliverables as promptly as practicable after the Closing Date and in any event no later than the Post-Closing Deadline (as the same may be extended pursuant to Section 3.2). Such commercially reasonable efforts shall include, without limitation, dedicating appropri

Section 5: Representations and Warranties The Borrower hereby represents and warrants to the Administrative Agent and each Lender, as of the date hereof, that: (a) Title. The Borrower and each applicable Guarantor has good and marketable fee simple title (or, with respect to any leasehold property, a valid and subsisting leasehold interest) in each of the forty-two (42) Mortgaged Properties identified on Exhibit A he

Section 6: Responsibility and Contact Information The following persons shall serve as the primary contacts for purposes of coordination and communication with respect to the Post-Closing Deliverables: For the Borrower: Priya Narayanan General Counsel & Corporate Secretary Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, Florida 33433 Glenn Fischbach Treasurer Verimark Hospitality

Section 7: Relationship to Credit Agreement and Loan Documents This Letter Agreement constitutes a "Loan Document" as such term is defined in the Credit Agreement. All references to "Loan Documents" in the Credit Agreement and the other Operative Documents shall be deemed to include this Letter Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Letter Agreement and the t

Section 8: Miscellaneous Provisions 8.1 Governing Law. This Letter Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York (including Section 5-1401 of the General Obligations Law of the State of New York), without regard to conflicts of law principles that would require the application of the laws of a