Contract analysis

Section 1 — Introductory Recital Date: [DATE] This Compliance Certificate (this "Certificate") is delivered pursuant to Section [●] of the Credit Agreement. The undersigned, a Responsible Officer of the Borrower (which, for purposes of this Certificate and the Credit Agreement, is defined to include the Chief Executive Officer, Chief Financial Officer, Treasurer, or General Counsel of the Borrower), hereby certifies

Section 2 — Certification of Representations and Warranties The undersigned Responsible Officer hereby certifies that, as of the date hereof, the representations and warranties of the Borrower and each Guarantor contained in Article [●] of the Credit Agreement and in each other Loan Document (including, without limitation, the Guarantee Agreement, the Pledge and Security Agreement, and each Mortgage and related ancil

Section 3 — Certification of No Default The undersigned hereby certifies that, as of the date hereof, no Default or Event of Default (each as defined in Article [●] of the Credit Agreement) has occurred and is continuing under the Credit Agreement or any other Loan Document. [except as set forth on Schedule 2 hereto] In the event that a Default or Event of Default exists as of the date hereof, the following informati

Section 4 — Financial Covenant Compliance 4(a) — Springing Financial Covenant Testing Threshold The financial maintenance covenant set forth in Section [●] of the Credit Agreement (the "Financial Covenant") requires the Borrower to maintain a Maximum Total Net Leverage Ratio of not greater than 4.50 to 1.00 as of the last day of each fiscal quarter. The Financial Covenant is a springing covenant and is tested only wh

Section 5 — Prepayment / Excess Cash Flow (If Applicable) [To be completed for the fiscal year-end Compliance Certificate only, if applicable.] If this Certificate is being delivered in connection with the annual financial statements for the Borrower's fiscal year, and to the extent the Credit Agreement requires mandatory prepayments from Excess Cash Flow pursuant to Section [●] thereof, the following calculation is

Section 6 — List of Subsidiaries / Material Changes The undersigned hereby certifies that the list of Subsidiaries attached as Schedule [●] to the Credit Agreement (as most recently updated and delivered to the Administrative Agent) is accurate and complete in all material respects as of the date hereof, except as set forth below: (a) New Subsidiaries formed, acquired, or otherwise established during the period cover

Section 7 — Insurance Confirmation The undersigned hereby certifies that the Borrower and each of its Subsidiaries maintain insurance with financially sound and reputable insurance companies or underwriters in such amounts, covering such risks, and with such deductibles and self-insured retentions as are consistent with the requirements of Section [●] of the Credit Agreement and as are customary for companies of simi

Section 8 — Attachments The following schedules and annexes are attached hereto and incorporated herein by reference: Schedule 1: Exceptions to Representations and Warranties (if any) — [None] Schedule 2: Defaults or Events of Default (if any) — [None] Annex A: Detailed financial calculations supporting the Total Net Leverage Ratio computation set forth in Section 4(b) hereof, including supporting work papers and app

Section 1 — Officer Identification and Authority The undersigned, Renata Haines, Chief Financial Officer of Verimark Hospitality Group Inc., a Delaware corporation (NYSE: VMRK), hereby certifies, in her capacity as a Responsible Officer of the Borrower, and not in her individual capacity, in connection with the initial borrowing under the Credit Agreement on the Closing Date (July 21, 2022), as follows: The Borrower'

Section 2 — Certification of Representations and Warranties As of the Closing Date, July 21, 2022, the representations and warranties of the Borrower and each of the following Guarantors: (a) Verimark Resort Properties LLC, a Delaware limited liability company; (b) VHG Management Services Inc., a Delaware corporation; (c) Verimark Convention Holdings LLC, a Delaware limited liability company; (d) Palmetto Beachfront

Section 3 — Certification of No Default As of the Closing Date, July 21, 2022, no Default or Event of Default has occurred and is continuing, or would result from: (i) the initial borrowing under the Credit Agreement, including the funding of the $700,000,000 Term Loan B; (ii) the execution and delivery of the Credit Agreement and the other Loan Documents; or (iii) the application of proceeds thereof, including, with

Section 4 — Pro Forma Financial Covenant Compliance at Closing 4(a) — Springing Covenant Testing Threshold at Closing The Financial Covenant set forth in Section [●] of the Credit Agreement is a springing covenant that is tested only when aggregate revolving credit exposure under the Revolving Credit Facility exceeds 35% of total revolving commitments as of the last day of the applicable fiscal quarter. As of the Clo

Section 5 — Interest Rate Confirmation The undersigned hereby confirms the following interest rate terms applicable to the Term Loan B as of the Closing Date: Interest Savings Analysis: The all-in interest rate of 6.14% per annum represents an estimated annual interest savings of approximately $3,500,000 versus the existing Term Loan B with Greystone Federal Credit Corp. (which bore interest at LIBOR + 4.25% (425 bps

Section 6 — Amortization Schedule Confirmation The undersigned hereby confirms the following amortization schedule applicable to the Term Loan B under the Credit Agreement: The foregoing amortization schedule is subject to reduction on account of any voluntary or mandatory prepayments applied in accordance with the terms of the Credit Agreement. Mandatory prepayments may include, without limitation, Excess Cash Flow

Section 7 — Repricing Protection and MFN Acknowledgment The undersigned acknowledges and confirms the following repricing protection and most favored nation provisions applicable to the Term Loan B: Repricing Protection (Soft Call): A repricing premium equal to 1.00% of the outstanding principal amount of the Term Loan B that is repriced or refinanced shall be payable in the event that, prior to January 21, 2023 (the

Section 8 — Guarantor Confirmation The undersigned hereby certifies that each of the following Guarantors (i) is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, (ii) is in compliance in all material respects with its obligations under the Guarantee Agreement dated as of July 21, 2022, and the Pledge and Security Agreement dated as of July 21, 2022, and (iii)

Section 9 — Post-Closing Items Acknowledgment The undersigned acknowledges that certain post-closing deliverables remain outstanding as of the Closing Date and are subject to delivery by August 5, 2022 (fifteen (15) calendar days after the Closing Date), pursuant to the Post-Closing Letter Agreement dated July 21, 2022, entered into between the Borrower, the Guarantors, and the Administrative Agent. Such post-closing

Section 10 — No Material Adverse Change The undersigned hereby certifies that no Material Adverse Effect (as defined in the Credit Agreement) has occurred since December 31, 2021, the date of the most recent audited consolidated financial statements of the Borrower and its Restricted Subsidiaries delivered to the Administrative Agent. For the avoidance of doubt, the financial condition, operations, business, properti