Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms As used in this Guarantee Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Crescent Harbor Bank, National Association, a national banking association, in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement, together with its successors and assigns in such capacities. "Borrower" means Verimark Hospitality

Section 1.02 — Rules of Interpretation Unless the context otherwise requires: (a) All references herein to the Credit Agreement, this Guarantee Agreement, and any other Loan Document shall be deemed to include all amendments, restatements, amendments and restatements, supplements, extensions, renewals, replacements, refinancings, and other modifications thereto. (b) The article and section headings contained in this

Section 1.03 — Accounting Terms All accounting terms not specifically defined herein or in the Credit Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America ("GAAP") as in effect from time to time, applied on a basis consistent with the application thereof by the Borrower's independent registered public accounting firm, Clearmont & Wharton LLP, in the

Section 2.01 — Guarantee of Payment and Performance Each Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to the Administrative Agent, for the ratable benefit of each Secured Party, the full and punctual payment and performance when due (whether at the stated maturity date of July 21, 2029, by acceleration pursuant to the terms of the Credit Agreement, by mandatory prepayment, by optional prep

Section 2.02 — Unconditional Nature of Guarantee The obligations of each Guarantor under this Guarantee Agreement are unconditional, irrevocable, and absolute, and shall not be released, discharged, diminished, or otherwise affected by, and each Guarantor hereby consents to and agrees to be bound notwithstanding, any of the following (whether or not such Guarantor shall have notice or knowledge thereof): (a) any lack

Section 2.03 — Continuing Guarantee This Guarantee is a continuing guarantee and shall remain in full force and effect until the first date on which (i) all Guaranteed Obligations have been indefeasibly paid in full in cash, (ii) all commitments of the Lenders under the Credit Agreement have been permanently terminated, and (iii) no Letter of Credit or other contingent obligation of any Secured Party remains outstand

Section 2.04 — Reinstatement If at any time any payment or any part thereof made in respect of any of the Guaranteed Obligations is rescinded or must otherwise be returned, refunded, or restored by the Administrative Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, conserva

Section 2.05 — Demand and Payment Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement (as defined and described in Article VIII of the Credit Agreement), the Administrative Agent may, acting at the direction of the Required Lenders and in accordance with the terms of the Credit Agreement, make demand upon any one or more of the Guarantors for payment of any or all of the G

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS Each Guarantor hereby makes the following representations and warranties to the Administrative Agent and each Secured Party as of the date hereof and as of each date on which such representations and warranties are required to be restated or reaffirmed under the Credit Agreement:

Section 3.01 — Organization and Good Standing Each Guarantor is duly organized or formed, validly existing, and in good standing under the laws of its respective jurisdiction of organization or formation, as set forth below: Each Guarantor is duly qualified and authorized to do business and is in good standing in each jurisdiction where the character of its properties or the nature of its business makes such qualific

Section 3.02 — Power and Authority Each Guarantor has full corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform this Guarantee Agreement and each of the other Loan Documents to which it is a party, and to carry out the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Guarantee Agreement and each other Loan Docu

Section 3.03 — Enforceability This Guarantee Agreement has been duly executed and delivered by each Guarantor and constitutes the legal, valid, and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability affecting creditors' rights and

Section 3.04 — No Conflict The execution, delivery, and performance by each Guarantor of this Guarantee Agreement and the other Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operati

Section 3.05 — Governmental Approvals No authorization, consent, approval, license, exemption of, or filing or registration with, any governmental authority or any other Person is required for the due execution, delivery, and performance by any Guarantor of this Guarantee Agreement or any other Loan Document to which it is a party, or for the validity or enforceability hereof or thereof, except (a) filings that have

Section 3.06 — Litigation There is no action, suit, proceeding, claim, investigation, or arbitration pending or, to the knowledge of any Guarantor, threatened in writing against or affecting any Guarantor before any court, governmental authority, arbitrator, or other tribunal that (a) could reasonably be expected to have a Material Adverse Effect, or (b) purports to affect the legality, validity, or enforceability of

Section 3.07 — Solvency After giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents (including, without limitation, the borrowing of $700,000,000 under the Term Loan B Facility, the payoff in full of the approximately $627,916,667 in aggregate outstanding indebtedness owed to Greystone Federal Credit Corp. from the proceeds thereof, and the payment of all fees, costs, and

Section 3.08 — Benefit Each Guarantor hereby acknowledges and agrees that it will derive substantial direct and indirect benefit from the extensions of credit to the Borrower under the Credit Agreement and from the availability of the Term Loan B Facility. Each Guarantor further acknowledges and agrees that this Guarantee is given in consideration of such direct and indirect benefit and for other good and valuable co

ARTICLE IV — COVENANTS OF THE GUARANTORS Each Guarantor hereby covenants and agrees with the Administrative Agent and the Secured Parties as follows:

Section 4.01 — Compliance with Credit Agreement Each Guarantor shall observe and perform, and shall cause each of its Subsidiaries to observe and perform, all of the covenants, obligations, conditions, and restrictions applicable to it under the Credit Agreement and the other Loan Documents, including, without limitation: (a) the financial covenant set forth in the Credit Agreement requiring the Borrower and its Rest

Section 4.02 — Preservation of Corporate Existence Each Guarantor shall preserve, renew, and maintain in full force and effect its corporate, limited liability company, or other organizational existence and its rights, franchises, privileges, qualifications, licenses, and permits necessary or desirable in the normal conduct of its business, except where the failure to preserve or maintain the same (other than with re

Section 4.03 — Payment of Taxes and Claims Each Guarantor shall pay and discharge, and shall cause each of its Subsidiaries to pay and discharge, all taxes, assessments, and governmental charges or levies imposed upon it or upon its income, profits, or property before the same shall become delinquent or in default, as well as all lawful claims for labor, materials, and supplies that, if unpaid, might by law become a

Section 4.04 — Further Assurances Each Guarantor shall, at its own cost and expense, promptly execute and deliver to the Administrative Agent, or cause to be executed and delivered to the Administrative Agent, such additional documents, instruments, agreements, and certificates as the Administrative Agent may from time to time reasonably request in order to carry out more effectively the purposes of this Guarantee Ag

Section 4.05 — Additional Guarantors If, at any time after the date hereof, any Subsidiary of the Borrower is required to become a Guarantor under the Credit Agreement (whether because such Subsidiary becomes a Material Subsidiary, acquires material assets, or otherwise), such Subsidiary shall promptly (and in any event within the time period specified in the Credit Agreement) execute and deliver to the Administrativ

Section 5.01 — Waiver of Defenses Each Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all defenses based upon or arising out of: (a) any disability, incapacity, lack of authority, or other defense of the Borrower, any other Guarantor, or any other Person; (b) the application by the Borrower of the proceeds of the Term Loans for any purpose, whether or not such applicat

Section 5.02 — Waiver of Presentment, Demand, Protest Each Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law: (a) presentment and demand for payment of any of the Guaranteed Obligations; (b) protest and notice of protest, notice of dishonor, and notice of nonpayment or nonperformance with respect to any of the Guaranteed Obligations; (c) notice of the acceptance of this Guarantee

Section 5.03 — Waiver of Subrogation Until the Termination Date (being the first date on which all Guaranteed Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have been permanently terminated), each Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all rights of subrogation, reimbursement, contribution, exoneration, in

Section 5.04 — Waiver of Rights to marshaling Each Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law, any right to require the Administrative Agent or any Secured Party to: (a) proceed against the Borrower or any other Person before proceeding against such Guarantor; (b) proceed against any other Guarantor before or concurrently with proceeding against such Guarantor; (c) proceed

Section 5.05 — Waiver of Notices Each Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law: (a) notice of the acceptance of this Guarantee Agreement by the Administrative Agent or any Secured Party; (b) notice of the creation, renewal, extension, modification, or accrual of any of the Guaranteed Obligations; (c) notice of the occurrence of any Event of Default or any other default un

Section 5.06 — Election of Remedies The exercise by the Administrative Agent or any Secured Party of any right or remedy under this Guarantee Agreement, the Credit Agreement, the Pledge and Security Agreement, the Intercreditor Agreement, any Mortgage, or any other Loan Document, or under applicable law, whether or not such exercise is adverse to the interests of any Guarantor, shall not impair, reduce, release, or o

Section 6.01 — Subordination of Intercompany Obligations Each Guarantor hereby subordinates all present and future indebtedness, liabilities, and other obligations (whether for principal, interest, fees, expenses, or otherwise, and whether on account of loans, advances, management fees, dividends, tax sharing arrangements, or otherwise) that may be owing to such Guarantor by the Borrower, any other Guarantor, or any

Section 6.02 — Turnover If any Guarantor receives any payment, distribution, or other value on account of any Intercompany Obligations at a time when an Event of Default has occurred and is continuing (whether or not such payment is made in violation of Section 6.01), such Guarantor shall: (a) hold such payment, distribution, or other value in trust for the ratable benefit of the Secured Parties; (b) segregate such p

ARTICLE VII — LIMITATION ON GUARANTOR LIABILITY

Section 7.01 — Savings Clause Notwithstanding any provision of this Guarantee Agreement to the contrary, the obligations of each Guarantor under this Guarantee Agreement shall be limited to the maximum amount that would not render this Guarantee, or any obligation of such Guarantor hereunder, void, voidable, or unenforceable under applicable fraudulent transfer, fraudulent conveyance, or similar law, including, witho

Section 7.02 — Contribution Among Guarantors Each Guarantor agrees that, in the event any Guarantor (a "Paying Guarantor") makes a payment under this Guarantee Agreement in excess of such Paying Guarantor's "Proportionate Share" (as defined below) of the Guaranteed Obligations, such Paying Guarantor shall be entitled to contribution from each other Guarantor (each, a "Contributing Guarantor") in respect of such exces

ARTICLE VIII — EVENTS OF DEFAULT AND REMEDIES

Section 8.01 — Events of Default Each of the events or conditions set forth in Article VIII (Events of Default) of the Credit Agreement (as such Article may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms of the Credit Agreement) shall constitute an "Event of Default" for purposes of this Guarantee Agreement, and such Events of Default are hereby incorporated h

Section 8.02 — Remedies Upon Default Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, acting at the direction of the Required Lenders and in accordance with the terms of the Credit Agreement, may exercise any one or more of the following rights and remedies: (a) declare all Guaranteed Obligations, or any portion thereof, to be immediately due and payable, whereupon the

ARTICLE IX — ADMINISTRATIVE AGENT

Section 9.01 — Appointment and Authority Each Guarantor hereby acknowledges and consents to the appointment of Crescent Harbor Bank, National Association as Administrative Agent and Collateral Agent under the Credit Agreement and the other Loan Documents, and agrees that the Administrative Agent is authorized to act on behalf of the Secured Parties in exercising all rights and remedies available to the Secured Partie

Section 9.02 — Successor Administrative Agent Any reference in this Guarantee Agreement to the "Administrative Agent" shall include any successor administrative agent or collateral agent appointed under and in accordance with the Credit Agreement, and all rights and benefits of the Administrative Agent hereunder shall automatically extend to and be vested in any such successor without the need for any amendment to th

Section 10.01 — Notices All notices, requests, demands, consents, and other communications required or permitted hereunder shall be in writing and shall be delivered by hand, by nationally recognized overnight courier service, by facsimile (with confirmation of transmission), or by electronic mail (with confirmation of receipt), and shall be deemed to have been duly given when received by the intended recipient at th

Section 10.02 — Amendments and Waivers No amendment, modification, supplement, termination, or waiver of any provision of this Guarantee Agreement, and no consent to any departure by any Guarantor from any provision hereof, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent (acting at the direction of the Required Lenders (or, if required by the terms of the Cre