Contract analysis

Section 1. Defined Terms and Interpretive Provisions 1.1 Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. As used in this Certificate, the following terms shall have the following meanings: (a) The "Credit Agreement" means that certain Credit Agreement dated as of July 21, 2022, among the Borrower, the Guarantors party thereto, Crescent Ha

Section 2. Identity and Authority of the Certifying Officer 2.1 The undersigned is Priya Narayanan, General Counsel and Corporate Secretary of Verimark Hospitality Group Inc. The undersigned has served in the capacity of General Counsel since March 2019 and in the additional capacity of Corporate Secretary since January 2020. In such capacities, the undersigned is responsible for, among other things, the legal affair

Section 3. Organization, Good Standing, and Qualification 3.1 The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company was originally incorporated under the laws of the State of Delaware on September 14, 2016 and has been continuously in existence since that date. The Company's file number with the Secretary of State of the State of De

Section 4. Power and Authority 4.1 The Company has the corporate power and authority under its Restated Certificate of Incorporation, as amended, its Amended and Restated Bylaws, and the General Corporation Law of the State of Delaware to execute, deliver, and perform its obligations under each Loan Document to which it is a party, to borrow under the Credit Agreement, to pledge and grant security interests in its as

Section 5. Authorization and Approval 5.1 The Board of Directors of the Company (the "Board") duly adopted unanimous written resolutions on May 12, 2022 (the "Board Resolutions"), which Board Resolutions authorized, among other things: (a) the execution, delivery, and performance by the Company of the Credit Agreement and each other Loan Document to which it is or may become a party; (b) the borrowing of up to $700,0

Section 6. Execution and Delivery 6.1 Each of the Loan Documents to which the Company or any Guarantor is a party has been duly executed and delivered by the Company or such Guarantor, as the case may be. Each such Loan Document has been executed in the form previously delivered to Counsel for review, and no material changes have been made to any such Loan Document subsequent to Counsel's review thereof. 6.2 The pers

Section 7. No Conflicts 7.1 The execution, delivery, and performance by the Company and each Guarantor of the Loan Documents to which each is a party and the consummation of the Transaction do not and will not: (a) violate, conflict with, or result in a breach of any provision of the Restated Certificate of Incorporation, as amended, or the Amended and Restated Bylaws of the Company, or the certificate of formation,

Section 8. Governmental and Third-Party Approvals 8.1 No consent, approval, license, authorization, registration, filing, or order of, or registration or filing with, any federal, state, local, or foreign governmental authority, agency, commission, or regulatory body is required in connection with the execution, delivery, and performance by the Company or any Guarantor of the Loan Documents or the consummation of the

Section 9. Litigation 9.1 There is no action, suit, proceeding, arbitration, investigation, claim, or other legal or administrative action pending or, to the knowledge of the undersigned, threatened in writing against or affecting the Company or any Guarantor or any of their respective properties or assets, before or by any court, arbitrator, mediator, governmental authority, agency, commission, or regulatory body, t

Section 10. No Material Adverse Change 10.1 Since December 31, 2021 (the date of the most recent audited consolidated financial statements of the Company and its subsidiaries, which were audited by Clearmont & Wharton LLP, independent registered public accounting firm, engagement partner Ronald Ashby, and which received an unqualified audit opinion), there has been no event, change, occurrence, development, circumsta

Section 11. Compliance with Laws 11.1 The Company and each Guarantor are in compliance in all material respects with all applicable federal, state, local, and foreign laws, statutes, rules, regulations, orders, judgments, decrees, and requirements of all governmental authorities having jurisdiction over the Company, any Guarantor, or any of their respective properties, assets, or operations, except where the failure

Section 12. Representations in the Loan Documents 12.1 The representations and warranties of the Company and each Guarantor set forth in the Credit Agreement (including, without limitation, Article V thereof), the Guarantee Agreement, the Pledge and Security Agreement, and each other Loan Document to which the Company or any Guarantor is a party are true and correct in all material respects as of the date hereof (or,

Section 13. Solvency 13.1 After giving pro forma effect to the Transaction, including the borrowing of $700,000,000 under the Term Loan B, the application of the proceeds thereof to repay in full all amounts owing under the Existing Facility with Greystone Federal Credit Corp. as administrative agent (consisting of approximately $621,875,000 in outstanding principal, plus accrued and unpaid interest and a prepayment

Section 14. Capitalization and Subsidiaries 14.1 The Company directly or indirectly owns 100% of the issued and outstanding equity interests (including membership interests, shares of capital stock, and other ownership interests, as applicable) of each of its domestic subsidiaries that is a Guarantor. All such equity interests have been duly authorized and validly issued in accordance with the organizational document

Section 15. Collateral Matters 15.1 To the knowledge of the undersigned, the information set forth in the Perfection Certificate, dated as of July 21, 2022, executed by the Company and each Guarantor and previously delivered to Counsel and the Administrative Agent, is true, correct, and complete in all material respects as of the date hereof. The Perfection Certificate accurately sets forth, among other things, the l

Section 16. Insurance 16.1 The Company and its subsidiaries maintain insurance coverages with financially sound and reputable insurance companies or through self-insurance programs in such amounts and covering such risks as are required by the Credit Agreement (including, without limitation, Section 6.07 thereof). Without limiting the foregoing, the insurance policies maintained by the Company and its subsidiaries in

Section 17. Investment Company Act; Margin Regulations 17.1 Neither the Company nor any Guarantor is, or after giving effect to the Transaction will be, (a) an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act"), or (b) required to register as an "investment company" under the Investment Company A

Section 18. ERISA 18.1 No ERISA Event (as defined in the Credit Agreement) has occurred or is reasonably expected to occur that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Without limiting the foregoing: (a) Each "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained or con

Section 19. Tax Matters 19.1 The Company and each of its subsidiaries have timely filed, or caused to be timely filed, all federal, state, local, and foreign tax returns and reports required to be filed by them, and all such tax returns and reports are true, correct, and complete in all material respects. The Company and each of its subsidiaries have timely paid, or caused to be timely paid, all material taxes (inclu

Section 20. Anti-Corruption, Sanctions, and Anti-Money Laundering 20.1 The Company and each of its subsidiaries are in compliance in all material respects with all applicable anti-corruption laws, rules, and regulations, including without limitation the United States Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the UK Bribery Act 2010, and all other applicable anti-bribery and anti-corruption laws

Section 21. Use of Proceeds 21.1 The proceeds of the $700,000,000 Term Loan B are being used solely as follows: (i) to refinance in full the Existing Facility, including the repayment of all outstanding principal ($621,875,000), accrued and unpaid interest, a prepayment premium, and all other amounts required to be paid under the payoff letter delivered by Greystone Federal Credit Corp. (as administrative agent under

Section 22. Accuracy and Reliance 22.1 The undersigned has made diligent inquiry and investigation of such officers, employees, agents, and representatives of the Company and its subsidiaries, and has reviewed such corporate records, agreements, documents, certificates, and other materials, as the undersigned has deemed necessary and appropriate in order to make the representations, certifications, and statements set