Contract analysis

Section 1. Recitals WHEREAS, the Credit Agreement was entered into as of July 21, 2022, among VHG (as Borrower), the Guarantors party thereto, Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent for the benefit of the Secured Parties), and the Lenders party thereto, pursuant to which the Lenders agreed to extend credit to VHG in the form of the Term Loan B Facility in an aggregate principal amoun

Section 2. Certification of Completion The undersigned, Priya Narayanan, in her capacity as General Counsel & Corporate Secretary of Verimark Hospitality Group Inc., hereby certifies, on behalf of VHG and each Guarantor party to the Credit Agreement and the related Loan Documents, that all post-closing deliverables required under the Post-Closing Letter Agreement have been delivered to the Administrative Agent (or to

Section 3. Certification Regarding Recorded Mortgages VHG hereby certifies and confirms as follows with respect to the recorded mortgage instruments constituting part of the Collateral securing the obligations under the Credit Agreement: (a) Execution, Delivery, and Recording. Mortgages, deeds of trust, assignments of leases and rents, and security agreements (collectively, the "Mortgage Instruments") have been duly

Section 4. Certification Regarding Title Insurance Policies VHG hereby certifies and confirms as follows with respect to the title insurance policies delivered in connection with the Mortgaged Properties: (a) Issuance of Policies. Mortgagee title insurance policies (the "Title Policies") and all required endorsements thereto have been issued by Continental Fidelity Title Company (1221 Brickell Avenue, Suite 900, Miam

Section 5. Certification Regarding Updated Surveys VHG hereby certifies and confirms as follows with respect to the surveys delivered in connection with the Mortgaged Properties: (a) Delivery of Surveys. Updated ALTA/NSPS land title surveys (the "Surveys") have been prepared and delivered for each of the forty-two (42) Mortgaged Properties in accordance with the requirements of the Credit Agreement and the Post-Closi

Section 6. Certification Regarding Flood Certifications VHG hereby certifies and confirms as follows with respect to flood zone determinations and related insurance: (a) Flood Zone Determinations. Flood zone determinations and certifications (the "Flood Certifications") have been obtained and delivered for each of the forty-two (42) Mortgaged Properties, in accordance with the requirements of the Credit Agreement, th

Section 7. Certification Regarding Lien Releases on Former Greystone Collateral VHG hereby certifies and confirms as follows with respect to the release of liens and security interests previously granted in favor of Greystone Federal Credit Corp. and its agents in connection with the Prior Facility: (a) Release of Greystone Mortgages. In connection with the payoff and discharge of the Prior Facility on July 21, 2022,

Section 8. Additional Post-Closing Items Delivered In addition to the items described in Sections 3 through 7 above, VHG certifies that the following additional post-closing items required under the Post-Closing Letter Agreement have been delivered to the Administrative Agent (or its counsel) on or before the Post-Closing Deadline: (a) Local Counsel Opinions. Local counsel opinion letters have been delivered for each

Section 9. Schedule A — Itemized List of Post-Closing Deliverables A detailed itemized list of all post-closing deliverables, organized by state and property, is set forth on Schedule A attached hereto and incorporated herein by reference. Schedule A identifies each post-closing item delivered, the date of delivery, and confirmation of receipt by the Administrative Agent or its counsel, Whitfield Gage & Partridge LLP

1. Recorded Mortgages / Deeds of Trust. Forty-two (42) Mortgage Instruments recorded across twelve (12) states, together with recording reference numbers, recording dates, and the applicable county recording offices, distributed as follows: Florida — 12 instruments; New York — 6 instruments; California — 5 instruments; Texas — 4 instruments; Georgia — 3 instruments; Colorado — 3 instruments; Arizona — 2 instruments;

2. Mortgagee Title Insurance Policies. Forty-two (42) mortgagee title insurance policies issued by Continental Fidelity Title Company, one for each Mortgaged Property, together with the policy number, insured amount, effective date, and confirmation of delivery.

3. Title Insurance Endorsements. All required title insurance endorsements for each Mortgaged Property, as specified per property and per jurisdiction, including zoning, survey, access, contiguity, creditors' rights, and other endorsements, with endorsement numbers and effective dates.

4. Updated ALTA/NSPS Surveys. Forty-two (42) updated ALTA/NSPS land title surveys, one for each Mortgaged Property, together with the surveyor's name, certification date, and job number.

5. Flood Zone Certifications. Forty-two (42) flood zone determination certificates, one for each Mortgaged Property, together with the flood zone designation, determination company, certificate number, and date.

6. Mortgage Recording Confirmation Letters. Recording confirmation letters received from each applicable county recording office confirming the recording of the Mortgage Instruments, with recording dates and document numbers.

7. Greystone Mortgage Releases / Satisfaction Documents. Satisfaction of mortgage, reconveyance, release, and discharge documents executed by Greystone Federal Credit Corp. and recorded in each applicable county recording office, together with recording reference numbers and recording dates, as well as copies of the Lien Release and Termination Authorization dated July 21, 2022 and the Greystone Release Letter dated

8. Local Counsel Opinions. Local counsel opinion letters delivered for each jurisdiction requiring the same, with the name and address of local counsel, the date of the opinion, and the subjects addressed.

9. Evidence of Tax Payments. Evidence of payment of all mortgage recording taxes, intangible taxes, documentary stamp taxes, transfer taxes, and similar charges in each applicable jurisdiction, including the amount paid, the payee, and the form of evidence (receipt, wire confirmation, recording stamp, etc.). Schedule A is attached hereto as a separate exhibit and has been delivered to the Administrative Agent contemp

Section 10. Representations In connection with the delivery of this Certificate, Verimark Hospitality Group Inc. hereby represents and warrants to the Administrative Agent, the Collateral Agent, and the Lenders as follows: (a) Compliance with Post-Closing Letter Agreement and Credit Agreement. All post-closing items have been delivered in compliance with the terms and conditions of the Post-Closing Letter Agreement a

Section 11. Governing Law This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. [Remainder of page intentionally left blank. S