Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture or, if not defined in the Indenture, the Final Offering Memorandum. "144A Notes" means the Notes offered and sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act, be

ARTICLE II — PURCHASE AND SALE

Section 2.01 — Agreement to Purchase and Sell Subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to issue and sell to the several Initial Purchasers, and each of the Initial Purchasers, severally and not jointly, hereby agrees to purchase from the Company, the respective principal amounts of Notes set forth opposite such Initial Purchaser's name on Schedule II hereto, at a purc

Section 2.02 — Closing The closing of the purchase and sale of the Notes (the "Closing") shall take place at 10:00 a.m., New York City time, on June 25, 2024 (the "Closing Date"), at the offices of Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, NY 10006, or at such other place, date, and time as may be mutually agreed upon in writing by the Company and the Representative. At the Closing, delivery

Section 2.03 — Use of Proceeds The Company covenants and agrees that it shall apply the Net Proceeds received from the sale of the Notes as follows: The aggregate payoff amount required to repay in full all obligations under the Existing Credit Facility (inclusive of principal, accrued interest, and prepayment premium) is $473,886,714.10. The Company represents that the amounts set forth above accurately reflect the

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GUARANTORS Each of the Company and each Guarantor, jointly and severally, represents and warrants to each of the Initial Purchasers, as of the date hereof and as of the Closing Date (except where a representation or warranty is made as of a specific date, in which case as of such date), as follows:

Section 3.01 — Organization and Good Standing (a) The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as described in the Offering Memoranda. The Company is duly qualified to

Section 3.02 — Authorization; Enforceability (a) The Company has full corporate power and authority to execute, deliver, and perform its obligations under each Transaction Document to which it is or will be a party, and to issue and sell the Notes as contemplated hereby. Each Guarantor has full corporate or limited liability company power and authority to execute, deliver, and perform its obligations under each Trans

Section 3.03 — No Conflicts Neither the execution and delivery of this Agreement or any other Transaction Document by the Company or any Guarantor, nor the consummation of the transactions contemplated hereby or thereby (including the issuance and sale of the Notes and the Guarantees, the application of the Net Proceeds as described in Section 2.03, and the repayment of the Existing Credit Facility), will: (a) violat

Section 3.04 — Offering Memoranda (a) The Preliminary Offering Memorandum, as of its date (June 3, 2024), did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company and the Guarantors make no representation or warranty with re

Section 3.05 — Financial Statements (a) The audited consolidated financial statements (including the related notes thereto and schedules) of the Company and its consolidated subsidiaries included in the Offering Memoranda, which have been audited by Palladian & Howe LLP (engagement partner: Kenneth W. Sturgis), an independent registered public accounting firm, present fairly in all material respects the consolidated

Section 3.06 — No Material Adverse Effect Since March 31, 2024 (the date of the most recent financial statements included in the Offering Memoranda), there has been no Material Adverse Effect, and no event or development has occurred that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the Offering Memoranda, since March 31, 2024, the Comp

Section 3.07 — Capitalization and Indebtedness (a) The authorized, issued, and outstanding capitalization and indebtedness of the Company and its consolidated subsidiaries, on a historical and pro forma basis, are as described in the Offering Memoranda under the captions "Capitalization" and "Description of Other Indebtedness." As of April 1, 2024, the Company's existing indebtedness under the Existing Credit Facilit

Section 3.08 — Compliance with Indenture Covenants (Pro Forma) On a pro forma basis, after giving effect to the Offering and the application of the Net Proceeds as described in Section 2.03 and the Offering Memoranda, the Company satisfies the incurrence-based Fixed Charge Coverage Ratio test of not less than 2.00 to 1.00 as set forth in Article 4 of the Indenture, and the Company would be permitted to incur the inde

Section 3.09 — Existing Credit Facility (a) The Existing Credit Facility is the Amended and Restated Credit Agreement dated as of March 15, 2021 (Loan No. GNB-SYN-2021-04417), among the Company, as borrower, the lenders from time to time party thereto (including Greystone National Bank, N.A.; Harborview Lending Group; Cascade Federal Bank; and Meriden Commercial Finance LLC, each as a lender), and Greystone National

Section 3.10 — No Registration Required Assuming the accuracy of the representations and warranties of the Initial Purchasers set forth in Article IV hereof and the compliance by the Initial Purchasers with the agreements set forth in Article VI hereof, no registration of the Notes under the Securities Act, and no qualification of the Indenture under the Trust Indenture Act of 1939, as amended, is required for the of

Section 3.11 — Investment Company Act The Company is not, and after giving effect to the Offering and the application of the Net Proceeds as described in Section 2.03 and the Offering Memoranda will not be, an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The Company has been advised by its counsel of the basis for the C

Section 3.12 — Tax Matters (a) The Company and each of its subsidiaries have timely filed all material federal, state, local, and foreign tax returns required to be filed by any of them and have paid all material taxes, assessments, fees, and other governmental charges due and payable (including any interest or penalties thereon), except for taxes that are being contested in good faith by appropriate proceedings and

Section 3.13 — Properties and Assets (a) The Company and its subsidiaries own or lease 47 full-service hotels and 12 resort properties located across 19 U.S. states and the U.S. Virgin Islands, comprising approximately 18,400 guest rooms in the aggregate. The properties, operations, and assets of the Company and its subsidiaries are as described in the Offering Memoranda. (b) The Company and its subsidiaries have goo

Section 3.14 — Litigation There is no action, suit, proceeding, arbitration, or governmental investigation pending or, to the knowledge of the Company, threatened in writing against or affecting the Company, any Guarantor, or any of their respective subsidiaries, before any court, governmental agency, body, or authority, or any arbitral tribunal, that (a) would, individually or in the aggregate, reasonably be expecte

Section 3.15 — Insurance The Company and its subsidiaries maintain, with financially sound and reputable insurance companies, insurance coverage in such amounts (including reasonable deductibles and retentions) and against such risks as is customary for companies of comparable size engaged in the hospitality and lodging industry. Without limiting the generality of the foregoing, the Company maintains directors' and o

Section 3.16 — Compliance with Laws The Company and each of its subsidiaries are in compliance in all material respects with all applicable federal, state, local, and foreign laws, statutes, regulations, rules, ordinances, codes, permits, licenses, and orders (including, without limitation, those relating to zoning, land use, building codes, fire safety, accessibility, employment, health and safety, liquor licensing,

Section 3.17 — Environmental Matters (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) the Company and its subsidiaries are in compliance with all applicable Environmental Laws (as defined below); (ii) the Company and its subsidiaries have obtained and are in compliance with all environmental permits, licenses, and authorizations required for the

Section 3.18 — ERISA Compliance (a) No ERISA Event (as defined below) has occurred or is reasonably expected to occur that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. The Company and each of its ERISA Affiliates (as defined below) are in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974,

Section 3.19 — Anti-Corruption; Sanctions (a) Neither the Company nor any of its subsidiaries, nor any of their respective directors, officers, employees, or, to the knowledge of the Company, agents or other persons acting on behalf of the Company or any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (

Section 3.20 — Intellectual Property The Company and its subsidiaries own, or have adequate and enforceable rights to use, all patents, patent applications, trademarks, trademark registrations and applications, service marks, service mark registrations and applications, trade names, domain names, copyrights, copyright registrations and applications, trade secrets, licenses, know-how, proprietary technology, and other

Section 3.21 — Internal Controls; Sarbanes-Oxley (a) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (i

Section 3.22 — Independent Auditors Palladian & Howe LLP, which has audited and reported on the consolidated financial statements of the Company and its consolidated subsidiaries included in the Offering Memoranda, is an independent registered public accounting firm with respect to the Company and its consolidated subsidiaries within the meaning of the Securities Act and the applicable rules and regulations adopted b

Section 3.23 — Rating Agencies (a) As of the date hereof, the Notes have been rated B1 with a stable outlook by Crestline Ratings Group and B+ with a stable outlook by Broadmark Rating Services Inc. (b) The Company has not been informed, and has no reason to believe, that either Crestline Ratings Group or Broadmark Rating Services Inc. has placed the Notes on "CreditWatch" or any similar credit watch list for a possi

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE INITIAL PURCHASERS Each Initial Purchaser, severally and not jointly, represents and warrants to the Company and the Guarantors as follows:

Section 4.01 — Qualified Institutional Buyers; Regulation S (a) Each Initial Purchaser represents and warrants that it is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) and has and will offer and sell the 144A Notes only to persons that it reasonably believes are "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act, and in connection with each

Section 4.02 — No General Solicitation Each Initial Purchaser represents and warrants that neither it nor any person acting on its behalf has offered or sold, or will offer or sell, the Notes by means of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the Securities Act, including (a) any advertisement, article, notice, or other communication published in any newspa

Section 4.03 — Authorization The Representative represents and warrants that it has full power and authority to execute and deliver this Agreement on behalf of the several Initial Purchasers and to take all actions required to be taken by the Representative hereunder. This Agreement has been duly authorized, executed, and delivered by the Representative, and constitutes a valid and binding obligation of the Represent

ARTICLE V — COVENANTS OF THE COMPANY AND THE GUARANTORS Each of the Company and each Guarantor covenants and agrees with the Initial Purchasers as follows:

Section 5.01 — Delivery of Offering Memoranda (a) The Company shall deliver or cause to be delivered, without charge, to each of the Initial Purchasers and to counsel for the Initial Purchasers, as many copies of the Final Offering Memorandum (and any amendments or supplements thereto) as the Initial Purchasers may reasonably request for the purposes contemplated by this Agreement. (b) The Company shall not amend or

Section 5.02 — Notification of Material Events The Company shall promptly notify the Representative, in writing, of (a) any event occurring, or condition existing, at any time prior to the Closing Date that would cause any representation or warranty of the Company or any Guarantor contained in this Agreement to be untrue or inaccurate in any material respect, (b) any event occurring, or condition existing, at any tim

Section 5.03 — Blue Sky Compliance The Company shall cooperate with the Initial Purchasers and counsel for the Initial Purchasers in connection with the qualification or registration of the Notes for offer and sale under the securities or "Blue Sky" laws of such jurisdictions as the Representative may reasonably request, and shall continue such qualification in effect for as long as may be necessary to complete the r

Section 5.04 — DTC Eligibility The Company shall use commercially reasonable efforts to cooperate with DTC and the Trustee so as to permit the Notes to be eligible for clearance and settlement through the facilities of DTC, including the book-entry transfer facilities thereof, and to that end, the Company shall execute and deliver, or cause to be executed and delivered, such documents, instruments, and agreements (in

Section 5.05 — Use of Proceeds The Company shall apply the Net Proceeds from the sale of the Notes solely in the manner described in Section 2.03 hereof and as described in the Offering Memoranda under the heading "Use of Proceeds." Without limiting the generality of the foregoing, the Company shall not, and shall not permit any of its subsidiaries to, use the Net Proceeds, directly or indirectly, (a) for the purpose

Section 5.06 — No Stabilization Neither the Company nor any of its affiliates shall take, directly or indirectly, any action designed to, or that has constituted or that would reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company or its subsidiaries to facilitate the sale or resale of the Notes, in violation of applicable law.

Section 5.07 — Execution and Delivery of Transaction Documents The Company and each Guarantor shall execute and deliver, or cause to be executed and delivered, on or prior to the Closing Date, each of the following Transaction Documents to which it is or is required to be a party: (a) the Indenture; (b) the Notes; (c) the Guarantor Joinder Agreements (to be executed by each Guarantor); (d) the Registration Rights Agr

Section 5.08 — Registration Rights The Company shall perf