Contract analysis

I. ISSUER INFORMATION The Issuer is a leading owner and operator of full-service and select-service hospitality properties across the United States and select international markets. Additional information regarding the Issuer, including its business, financial condition, and results of operations, is set forth in the Preliminary Offering Memorandum, which should be read carefully and in its entirety by prospective in

III. PRICING TERMS The following pricing terms have been determined with respect to the Notes: The Original Issue discount for U.S. federal income tax purposes will accrue over the term of the Notes on a constant yield to maturity basis. Prospective investors should consult the section entitled "Certain U.S. Federal Income Tax Considerations" in the Preliminary Offering Memorandum and their own tax advisors regarding

IV. SETTLEMENT INFORMATION It is expected that delivery of the Notes will be made against payment therefor on the Settlement Date, which is the fifth business day following the Trade Date. Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchas

V. CUSIP / ISIN NUMBERS 144A Notes: Regulation S Notes: The CUSIP and ISIN numbers set forth above are included solely for the convenience of the holders of the Notes. The Issuer makes no representation as to the correctness or accuracy of such numbers as printed on the Notes, and reliance may be placed only on the other identification numbers printed thereon.

VI. OPTIONAL REDEMPTION Make-Whole Redemption. Prior to July 1, 2027, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus a make-whole premium as described in the Preliminary Offering Memorandum, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The make-whole premium is calculate

VII. CHANGE OF CONTROL Upon the occurrence of a Change of Control Triggering Event (as defined in the Preliminary Offering Memorandum), the Issuer will be required to make an offer to repurchase all of the outstanding Notes at a purchase price equal to 101.000% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. The terms and

VIII. USE OF PROCEEDS The Issuer estimates that the net proceeds from this offering, after deducting the Initial Purchasers' discount but before deducting other estimated offering expenses, will be approximately $483,750,000. The Issuer intends to use the net proceeds from this offering as follows: The "Existing Credit Facility" refers to the Amended and Restated Credit Agreement, dated as of March 15, 2021, among Ve

IX. RATINGS The Notes have received the following credit ratings: A credit rating is not a recommendation to buy, sell, or hold securities and may be revised, suspended, or withdrawn at any time by the assigning rating agency in its sole discretion. Each rating should be evaluated independently of any other rating. The ratings reflect only the views of the applicable rating agencies, and any desired explanation of th

X. INITIAL PURCHASERS The Notes are being offered by the Initial Purchasers named below. The following table sets forth the names of the Initial Purchasers and their respective roles in this offering: The Initial Purchasers have agreed, severally and not jointly, to purchase the Notes from the Issuer pursuant to the terms and conditions of the Purchase Agreement dated June 17, 2024, among the Issuer, the Guarantors,

XI. TRUSTEE, REGISTRAR, PAYING AGENT, AND TRANSFER AGENT

XII. GOVERNING LAW The Indenture under which the Notes will be issued and the Notes themselves will be governed by, and construed in accordance with, the laws of the State of New York.

XIV. KEY INDENTURE PROVISIONS (SUMMARY REFERENCE) The following is a summary of certain covenants and provisions to be contained in the Indenture governing the Notes. This summary is not complete and is qualified in its entirety by reference to the full text of the Indenture and the description of the Notes contained in the Preliminary Offering Memorandum under the heading "Description of the Notes." Prospective inve

XV. REGISTRATION RIGHTS (SUMMARY REFERENCE) In connection with the issuance and sale of the Notes, the Issuer and the Guarantors will enter into a Registration Rights Agreement with the Initial Purchasers. The following is a summary of certain key terms of the Registration Rights Agreement: The foregoing summary of the Registration Rights Agreement is provided for convenience of reference only and is qualified in its

XVI. DISCLAIMERS AND ADDITIONAL INFORMATION The Issuer has provided a Preliminary Offering Memorandum dated June 3, 2024 with respect to this offering. Before you invest, you should read the Preliminary Offering Memorandum and the other documents the Issuer has provided to you for more complete information about the Issuer and this offering. This Pricing Term Sheet is qualified in its entirety by reference to the Pre