Contract analysis

Section 1. Recitals and Background. Reference is made to the proposed senior secured Term Loan B credit facility (the "Facility") in the aggregate principal amount of $700,000,000, to be entered into by and among Verimark Hospitality Group Inc., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), and Crescent Harbor Bank, National Association, in its capacity as Administrati

Section 2. Independent Credit Analysis and Investigation. The Lender hereby acknowledges and confirms that it has made, and will continue to make throughout the term of the Facility, its own independent investigation, analysis, and evaluation of the creditworthiness and financial condition of the Borrower and each of its subsidiaries (including, without limitation, each entity that may become a guarantor under the Cr

Section 3. Non-Reliance. The Lender confirms that in making its decision to participate in the Facility and to commit $[Insert commitment amount] (the "Commitment"), it has not relied, and will not rely, on any statement, representation, warranty, assurance, opinion, projection, estimate, or information (whether written, oral, electronic, or otherwise communicated), and whether made or furnished before, on, or after

Section 4. Acknowledgment Regarding Syndication Materials. The Lender acknowledges and agrees that: (a) The CIM and the related Syndication Materials were prepared by the Agent and/or the Borrower for informational purposes only in connection with the proposed syndication of the Facility, and the Syndication Materials may contain projections, estimates, budgets, pro forma financial information, and forward-looking st

Section 5. Confidentiality. The Lender agrees that the Syndication Materials, this letter, and all information received by the Lender in connection with the proposed Facility (whether received before, on, or after the date hereof) constitute "Confidential Information" for all purposes. The Lender agrees that it will treat all such Confidential Information in strict accordance with the confidentiality provisions set f

Section 6. Material Non-Public Information (MNPI) Acknowledgment. The Lender acknowledges that some or all of the information provided in connection with the syndication of the Facility may constitute material non-public information ("MNPI") with respect to the Borrower, whose common stock is listed on the New York Stock Exchange under the ticker symbol "VMRK," and/or with respect to any other publicly traded entity

Section 7. No Fiduciary Relationship. The Lender acknowledges and agrees that neither the Agent, the Borrower, nor any of their respective affiliates, counsel, financial advisors, accountants, consultants, or other agents or representatives owes any fiduciary duty, advisory obligation, or agency relationship to the Lender in connection with the syndication of the Facility, the negotiation or execution of the Credit A

Section 8. Representations of the Lender. The Lender hereby represents and warrants to the Agent and the Borrower as follows, each of which representations and warranties shall be true and correct as of the date hereof and as of the date of the Lender's entry into the Credit Agreement: (a) Organization and Good Standing. The Lender is duly organized, validly existing, and in good standing under the laws of its jurisd

Section 9. Governing Law; Jurisdiction. This letter and any claim, controversy, dispute, or cause of action (whether in contract, tort, equity, or otherwise) based upon, arising out of, or relating to this letter or the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any conflict of laws principles that would result in the a

Section 10. Miscellaneous. Counterparts. This letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this letter by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effec

1. Confidential Information Memorandum dated June 2022 (the "CIM"), prepared by Crescent Harbor Bank, N.A. in connection with the syndication of the Facility.

2. Lender Presentation Materials — slide deck prepared for the lender presentations scheduled for June 13–17, 2022.

3. Preliminary Summary of Terms and Conditions (the "Term Sheet") dated May 2022.

4. Financial Model — Base case, upside case, and downside case financial projections for the Borrower and its consolidated subsidiaries for fiscal years 2022–2027, prepared by the Borrower with the assistance of Meridian Strauss Advisory LLC.

5. Historical Audited Financial Statements — Consolidated audited financial statements of the Borrower for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, together with the related reports of the Borrower's independent registered public accounting firm.

6. Unaudited Interim Financial Statements — Consolidated unaudited financial statements of the Borrower for the quarter ended March 31, 2022.

7. Collateral Overview — Summary description of the collateral package, including a preliminary collateral allocation analysis.

8. Industry Overview — Summary of the hospitality and lodging industry, including market data, competitive landscape, and key trends.

9. Draft Credit Agreement — Preliminary draft of the Credit Agreement (subject to ongoing negotiation and revision).

10. Organizational Chart — Simplified corporate structure chart for the Borrower and its material subsidiaries.

11. Such other documents, reports, and information as the Agent and the Borrower may, in their sole discretion, elect to make available to prospective lenders in connection with the syndication process. The foregoing list is provided for informational purposes only and is subject to change without notice. Neither the Agent nor the Borrower is under any obligation to provide all or any of the foregoing materials to an