Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize and analyze the results of comprehensive lien, judgment, litigation, and bankruptcy searches conducted in connection with the proposed $700,000,000 Senior Secured Term Loan B refinancing (the "New TLB" or the "Facility") by Verimark Hospitality Group Inc. ("VHG" or the "Borrower"). Crescent Harbor Bank, N.A. will serve as Administrative Agent and Col

II. Scope of Searches A. Debtor Entities Searched The following table sets forth each debtor entity for which lien, judgment, litigation, and bankruptcy searches were conducted, together with such entity's full legal name, entity type, jurisdiction of organization, and employer identification number or state file number, as applicable: VHG is the Borrower and parent holding company of the Verimark Hospitality Group e

III. UCC Search Results A. Delaware Secretary of State

1. Filings Against Verimark Hospitality Group Inc. Two active UCC-1 financing statements were identified on file with the Delaware Secretary of State against Verimark Hospitality Group Inc., as follows: Filing No. 1: Greystone Federal Credit Corp. (Existing TLB Secured Party) UCC-1 Filing Number: 2020-0871234 Filing Date: February 14, 2020 Filing Office: Delaware Secretary of State, Division of Corporations Debtor: V

2. Filings Against Verimark Resort Properties LLC. Two active UCC-1 financing statements were identified on file with the Delaware Secretary of State against Verimark Resort Properties LLC, as follows: Filing No. 1: Greystone Federal Credit Corp. (Existing TLB Secured Party) UCC-1 Filing Number: 2020-0871247 Filing Date: February 14, 2020 Filing Office: Delaware Secretary of State, Division of Corporations Debtor: Ve

3. Filings Against VHG Management Services Inc. Two active UCC-1 financing statements were identified on file with the Delaware Secretary of State against VHG Management Services Inc., as follows: Filing No. 1: Greystone Federal Credit Corp. (Existing TLB Secured Party) UCC-1 Filing Number: 2020-0871253 Filing Date: February 14, 2020 Filing Office: Delaware Secretary of State, Division of Corporations Debtor: VHG Man

4. Filings Against Verimark Convention Holdings LLC. Two active UCC-1 financing statements were identified on file with the Delaware Secretary of State against Verimark Convention Holdings LLC, as follows: Filing No. 1: Greystone Federal Credit Corp. (Existing TLB Secured Party) UCC-1 Filing Number: 2020-0871268 Filing Date: February 14, 2020 Filing Office: Delaware Secretary of State, Division of Corporations Debtor

5. Filings Against Cascadia Hospitality Corp. Two active UCC-1 financing statements were identified on file with the Delaware Secretary of State against Cascadia Hospitality Corp., as follows: Filing No. 1: Greystone Federal Credit Corp. (Existing TLB Secured Party) UCC-1 Filing Number: 2020-0871279 Filing Date: February 14, 2020 Filing Office: Delaware Secretary of State, Division of Corporations Debtor: Cascadia Ho

1. Filings Against Palmetto Beachfront Hotels LLC. Two active UCC-1 financing statements were identified on file with the Florida Secured Transaction Registry (Florida Department of State, Division of Corporations) against Palmetto Beachfront Hotels LLC, as follows: Filing No. 1: Greystone Federal Credit Corp. (Existing TLB Secured Party) UCC-1 Filing Number: 202002141872 Filing Date: February 14, 2020 Filing Office:

IV. Federal Tax Lien Search Results A. Methodology. Federal tax lien searches were conducted with the Internal Revenue Service through the applicable filing offices. Under the Federal Tax Lien Act (26 U.S.C. Section 6323), notices of federal tax lien against personal property of a corporation, limited liability company, or other entity are filed with the designated state office in the state where the entity's princip

V. State Tax Lien Search Results A. Methodology. State tax lien searches were conducted in all four states in which lien searches were performed. In Delaware, state tax lien searches were conducted through the Delaware Secretary of State and the Delaware Department of Finance. In Florida, searches were conducted through the Florida Department of Revenue and the Florida Department of State. In New York, searches were

VI. Judgment Lien Search Results A. Methodology. Judgment lien searches were conducted in both federal and state courts across the relevant jurisdictions. Specifically, the following courts were searched: Federal Courts: • U.S. District Court for the District of Delaware • U.S. District Court for the Southern District of Florida • U.S. District Court for the Middle District of Florida • U.S. District Court for the So

VII. Litigation Search Results A. Methodology. Pending litigation searches were conducted through the PACER system for all federal courts and through state court docket search systems in Delaware, Florida, New York, and California. Searches were performed for VHG and all five Guarantor entities, using exact legal names, known trade names, abbreviations, and any known prior names. The purpose of these searches was to

VIII. Bankruptcy Search Results A. Methodology. Bankruptcy case searches were conducted through the PACER system (Public Access to Court Electronic Records) for all six debtor entities — VHG, VRP, VHG Mgmt, VCH, Palmetto, and Cascadia. Searches encompassed all U.S. Bankruptcy Courts nationwide and included both voluntary and involuntary petition filings. Search parameters included the exact legal name of each entity,

IX. Intellectual Property Lien Search Results A. Methodology. Searches were conducted of the USPTO assignment database to identify any recorded security interests in trademarks, service marks, and patents owned by VHG and the Guarantors. The search covered all registered trademarks and pending applications associated with the "Verimark" brand family, including the following principal marks: • VERIMARK (Reg. No. 4,721

X. Existing Liens to Be Terminated Upon Payoff A. Summary of Greystone Liens Upon the closing of the New TLB and the concurrent payoff and discharge of the Existing TLB on July 21, 2022, the following liens held by Greystone Federal Credit Corp. will be terminated and released: UCC-1 Financing Statements. All six UCC-1 financing statements filed by Greystone (five with the Delaware Secretary of State and one with the

XI. New Lien Filings Required The following lien filings are required to be made in connection with the closing of the New TLB on July 21, 2022: New UCC-1 Financing Statements. Six new UCC-1 financing statements are to be filed on the Closing Date naming Crescent Harbor Bank, N.A. (as Collateral Agent) as secured party, as follows: Each UCC-1 financing statement will contain a blanket lien collateral description cons

XII. Conclusions and Recommendations Based on the comprehensive lien, judgment, litigation, and bankruptcy searches summarized in this memorandum, we conclude as follows:

1. Existing Liens. The only material existing liens identified against VHG and the Guarantors are (i) the Greystone TLB liens (UCC-1 financing statements, mortgages, deeds of trust, and IP security interests) in connection with the Existing TLB, and (ii) the Crescent Harbor RCF liens (UCC-1 financing statements and mortgages) in connection with the existing $400,000,000 revolving credit facility. The Greystone TLB li

2. No Adverse Liens. No federal tax liens, state tax liens, judgment liens, or pending litigation-related liens were identified against VHG or any Guarantor in any jurisdiction searched. No bankruptcy filings were found for any debtor entity. The search results do not reveal any encumbrances or impediments that would impair the grant of first-priority security interests in favor of Crescent Harbor Bank, N.A. (as Coll

3. Recommendations. We recommend the following actions in connection with the closing of the New TLB: (a) UCC-3 Termination Statements. File UCC-3 termination statements for all six Greystone UCC-1 financing statements (five with the Delaware Secretary of State and one with the Florida Secured Transaction Registry) on or promptly following the Closing Date of July 21, 2022, upon receipt of Greystone's Lien Release an

1. Search Firms and Databases Utilized The following search firms, online databases, and jurisdictional sources were utilized in connection with the lien, judgment, litigation, and bankruptcy searches summarized in this memorandum:

2. Names and Name Variations Searched For each debtor entity, searches were conducted using the following names and name variations: Verimark Hospitality Group Inc. • Verimark Hospitality Group Inc. • Verimark Hospitality Group, Inc. • Verimark Hospitality Group • Verimark Hospitality Grp Inc • VHG Inc. • Verimark Group Inc. Verimark Resort Properties LLC • Verimark Resort Properties LLC • Verimark Resort Properties,

3. Date Range Parameters All searches were conducted without a date range limitation (i.e., searches covered the entire filing history available in each database or filing office), except as follows: • Judgment lien searches covered a minimum of the preceding ten (10) years (July 2012 through July 2022). • Litigation searches covered a minimum of the preceding ten (10) years (July 2012 through July 2022), with select

4. Filing Office Contacts The following contacts were utilized at each Secretary of State or filing office for purposes of confirming search results and resolving any discrepancies: Appendix C — Copies of Search Reports Copies of all original lien search reports, judgment search certificates, litigation search reports, bankruptcy search results, and IP lien search results are maintained in the working file under Enga