Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Account Control Agreement" means any deposit account control agreement or securities account control agreement, in each case in form and substance reasonably satisfactory to the Collateral Agent, entered into among a Grantor, the Collateral Agent, and the relevant depository institution, securities in

Section 1.02 — UCC Terms Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the respective meanings given to such terms in the UCC. Such terms include, without limitation, "account," "chattel paper," "commercial tort claim," "deposit account," "document," "electronic chattel paper," "equipment," "general intangible," "goods," "instrument," "inventory," "investment property," "le

Section 1.03 — Rules of Construction (a) Unless the context otherwise requires, all references herein to the "Credit Agreement" shall mean the Credit Agreement as defined in the preamble, and all capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement. (b) The definitions of terms herein shall apply equally to the singular and plural forms of the

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.01 — Security Interest Each Grantor hereby unconditionally and irrevocably grants, pledges, assigns, hypothecates, and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of such Grantor's right, title, and interest in, to, and under the following property, whether now owned or hereafter acquired, whether now e

Section 2.02 — Security for Obligations The security interest granted hereunder secures the prompt and complete payment and performance of all Obligations under the Credit Agreement, the Guarantee Agreement, this Agreement, and each other Loan Document, including, without limitation: (a) all principal of the $700,000,000 Term Loan B; (b) all interest thereon (at the rate of Adjusted Term SOFR plus 375 basis points pe

Section 2.03 — Excluded Assets Notwithstanding anything to the contrary contained in Section 2.01 or elsewhere in this Agreement, the Collateral shall not include any of the following (collectively, the "Excluded Assets"): (a) Anti-Assignment Provisions. Any lease, license, contract, agreement, instrument, or other document to the extent that the grant of a security interest therein would violate or invalidate such l

Section 2.04 — Pari Passu Treatment The security interest granted hereunder, and the liens on the Collateral created hereby, are and shall at all times be pari passu with the security interests and liens on the same Collateral securing the $400,000,000 senior secured revolving credit facility (for which Crescent Harbor Bank, National Association also serves as Collateral Agent), subject in all respects to the terms,

ARTICLE III — REPRESENTATIONS AND WARRANTIES Each Grantor hereby represents and warrants to the Collateral Agent and each of the other Secured Parties as follows:

Section 3.01 — Title and Ownership Each Grantor is the sole legal and beneficial owner of, or otherwise has sufficient rights in, all Collateral purported to be pledged by such Grantor hereunder, free and clear of all liens, security interests, claims, charges, and encumbrances of any kind, except for (a) the security interest and lien created by this Agreement in favor of the Collateral Agent for the benefit of the

Section 3.02 — Validity and Perfection (a) The security interest granted by each Grantor hereunder constitutes a valid and enforceable security interest under the UCC in all right, title, and interest of such Grantor in and to the Collateral, securing the payment and performance of the Obligations. (b) Upon the filing of UCC-1 financing statements with the Delaware Secretary of State (with respect to Verimark Hospita

Section 3.03 — Organizational Information Each Grantor's organizational information is accurately set forth in the Perfection Certificate dated as of July 21, 2022, as delivered to the Collateral Agent on the date hereof, including, without limitation, the following: (a) Verimark Hospitality Group Inc.: A corporation duly organized and validly existing under the laws of the State of Delaware; Delaware Secretary of St

Section 3.04 — Pledged Equity (a) Schedule I hereto accurately sets forth, as of the date hereof, one hundred percent (100%) of the Equity Interests in each Domestic Subsidiary that is directly owned by each Grantor, including the issuer name, the type of Equity Interest, the certificate number (if certificated), the number of shares or percentage of membership interests, and the percentage of total outstanding Equit

Section 3.05 — Intellectual Property (a) Schedule II hereto accurately lists all material registered patents, patent applications, trademarks, trademark applications, service marks, service mark applications, copyrights, and copyright applications of each Grantor as of the date hereof, including the applicable registration or application number, the filing or registration date, and a brief description thereof. (b) To

Section 3.06 — Commercial Tort Claims Schedule IV hereto accurately lists all commercial tort claims of each Grantor known to such Grantor as of the date hereof that have a value (or potential value) exceeding $1,000,000, including a brief description of the nature and basis of each such claim and the parties thereto. Each Grantor agrees to supplement Schedule IV from time to time in accordance with Section 4.07 here

Section 3.07 — Deposit Accounts and Securities Accounts Schedule III hereto accurately lists, as of the date hereof, all deposit accounts and securities accounts of each Grantor (other than Excluded Accounts), including the name of the financial institution at which each such account is maintained, the account number, the type of account, and whether such account is subject to an Account Control Agreement in favor of

Section 3.08 — No Conflicts The execution, delivery, and performance by each Grantor of this Agreement and the grant of the security interest hereunder do not and will not (a) violate or conflict with any provision of such Grantor's certificate of incorporation, certificate of formation, bylaws, operating agreement, or other organizational documents, (b) violate or conflict with, result in a breach of, or constitute

Section 3.09 — Existing Liens (a) Except for (i) the security interest and lien created by this Agreement and the other Loan Documents in favor of the Collateral Agent for the benefit of the Secured Parties, (ii) the pari passu security interest and lien securing the RCF, and (iii) Permitted Liens, no Grantor has granted or suffered to exist any security interest in, lien upon, or encumbrance against any of the Colla

ARTICLE IV — COVENANTS Each Grantor covenants and agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

Section 4.01 — Delivery of Pledged Equity Certificates (a) Each Grantor shall deliver, or cause to be delivered, to the Collateral Agent on or prior to the closing date (July 21, 2022) all certificates, if any, representing the Pledged Equity owned by such Grantor as of such date, together with undated stock powers or transfer instruments duly executed in blank by such Grantor (or by the registered holder thereof, if

Section 4.02 — Further Assurances Each Grantor shall, at its own cost and expense, execute and deliver to the Collateral Agent, or cause to be executed and delivered to the Collateral Agent, from time to time, such additional instruments, documents, certificates, agreements, and other writings as the Collateral Agent may reasonably request to perfect, protect, continue, or enforce the security interest granted hereun

Section 4.03 — Maintenance of Collateral (a) Each Grantor shall maintain and preserve all Collateral in good working order and condition (ordinary wear and tear excepted), and shall not permit any waste, impairment, or deterioration of the Collateral (other than ordinary depreciation in the normal course of business). (b) Each Grantor shall maintain insurance on and with respect to the Collateral in accordance with t

Section 4.04 — Use and Disposition of Collateral No Grantor shall sell, lease, license, exchange, assign, convey, transfer, or otherwise dispose of, or grant any option with respect to, any of the Collateral, or create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Collateral, except (a) dispositions permitted under the Credit Agreement (including dis

Section 4.05 — Changes in Name, Location, or Structure No Grantor shall (a) change its legal name, (b) change its jurisdiction of organization, (c) change its organizational identification number (or acquire an organizational identification number if it does not currently have one), (d) change the location of its chief executive office or principal place of business, or (e) merge with or into, or consolidate with, an

Section 4.06 — After-Acquired Property (a) The security interest granted hereunder shall extend to, and shall automatically attach to, all after-acquired Collateral of each Grantor without any further action by any party, to the same extent as if such after-acquired Collateral were owned by such Grantor and described herein as of the date hereof. (b) Each Grantor shall promptly (and in any event within ten (10) Busin

Section 4.07 — Commercial Tort Claims Each Grantor shall promptly (and in any event within fifteen (15) Business Days) notify the Collateral Agent in writing of the existence of any new commercial tort claim of such Grantor that has a value (or potential value) exceeding $1,000,000, and shall deliver to the Collateral Agent an amendment to Schedule IV hereto describing such commercial tort claim in reasonable detail,

Section 4.08 — Intellectual Property (a) Each Grantor shall use commercially reasonable efforts to maintain and preserve the validity and enforceability of all material intellectual property owned by such Grantor, including by (i) timely filing all necessary renewal applications, affidavits of use, maintenance fees, and other documents required to maintain registrations in full force and effect, (ii) diligently prose

Section 4.09 — Voting Rights; Dividends (a) So long as no Event of Default shall have occurred and be continuing: (i) each Grantor shall be entitled to exercise all voting, consent, and other consensual rights pertaining to the Pledged Equity owned by such Grantor for any purpose not inconsistent with the terms of this Agreement, the Credit Agreement, or the other Loan Documents; and (ii) each Grantor shall be entitl

ARTICLE V — RIGHTS OF THE COLLATERAL AGENT

Section 5.01 — Attorney-in-Fact (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent (and any officer, employee, or agent thereof designated by the Collateral Agent) as such Grantor's true and lawful attorney-in-fact, with full power of substitution and subrogation, coupled with an interest, to exercise, upon the occurrence and during the continuance of an Event of Default (unless otherwi

Section 5.02 — Collateral Agent's Duties (a) The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall have no obligation to preserve rights against prior parties, collect or realize upon any Collateral, or take any other action with

Section 6.01 — Remedies Upon Event of Default Upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement), the Collateral Agent shall have, in addition to all other rights and remedies granted to it hereunder, under any other Loan Document, or by applicable law, the following rights and remedies: (a) UCC Remedies. The Collateral Agent may exercise all rights and remedies