1021-00001 · Verimark Hospitality Group · Board & Corporate Authorization

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OMNIBUS SECRETARY'S CERTIFICATE

Verimark Hospitality Group Inc. and the Guarantor Subsidiaries Listed Herein

Delivered pursuant to Section 4.01(a)(vi) of the Credit Agreement, dated as of July 21, 2022 (the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the Lenders party thereto

$700,000,000 Senior Secured Term Loan B

July 21, 2022

RECITALS AND INTRODUCTION

The undersigned, Priya Narayanan, in her capacity as General Counsel and Corporate Secretary of Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware ("VHG" or the "Borrower"), and as an authorized representative of each of the Guarantors listed below (each, a "Guarantor" and, collectively, the "Guarantors"), hereby certifies to Crescent Harbor Bank, National Association, in its capacity as Administrative Agent and Collateral Agent (the "Administrative Agent"), and to each of the Lenders party to the Credit Agreement (the "Lenders"), as follows in connection with the closing of the Credit Agreement on the date hereof.

Capitalized terms used but not otherwise defined in this Omnibus Secretary's Certificate (this "Certificate") shall have the meanings ascribed to such terms in the Credit Agreement, dated as of July 21, 2022, among VHG, as Borrower, the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the Lenders party thereto (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement").

This Certificate is delivered as a condition precedent to the initial borrowing under the Credit Agreement, as required by Section 4.01(a)(vi) thereof, and constitutes a "Closing Certificate" within the meaning of the Credit Agreement and the other Loan Documents. The Administrative Agent and the Lenders are entitled to rely conclusively on the certifications, representations, and statements set forth herein in connection with the funding of the initial Loans under the Credit Agreement.

This Certificate covers the following entities (collectively, the "Covered Entities"):

(a) Verimark Hospitality Group Inc., a corporation organized under the laws of the State of Delaware (the "Borrower" or "VHG");

(b) Verimark Resort Properties LLC, a limited liability company organized under the laws of the State of Delaware ("VRP");

(d) Verimark Convention Holdings LLC, a limited liability company organized under the laws of the State of Delaware ("VCH");

(e) Palmetto Beachfront Hotels LLC, a limited liability company organized under the laws of the State of Florida ("Palmetto"); and

(f) Cascadia Hospitality Corp., a corporation organized under the laws of the State of Delaware ("Cascadia").

Each of VRP, VHG Management, VCH, Palmetto, and Cascadia is a wholly owned direct or indirect subsidiary of VHG and is a Guarantor under the Credit Agreement and the Guarantee Agreement.

SECTION 1: CERTIFICATION AS TO ORGANIZATIONAL DOCUMENTS

The undersigned hereby certifies, with respect to the organizational documents of each Covered Entity, as follows:

1.1 Verimark Hospitality Group Inc.

(a) Attached hereto as Exhibit A-1 is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Verimark Hospitality Group Inc., as filed with the Secretary of State of the State of Delaware, in effect as of the date hereof and at all times since its most recent amendment. Such Amended and Restated Certificate of Incorporation has not been further amended, supplemented, restated, or otherwise modified since the date of filing thereof, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.

(b) Attached hereto as Exhibit A-2 is a true, correct, and complete copy of the Amended and Restated Bylaws of Verimark Hospitality Group Inc., as adopted by the Board of Directors of VHG and in full force and effect as of the date hereof. Such Amended and Restated Bylaws have not been further amended, supplemented, restated, or otherwise modified since the date of their adoption, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.

1.2 Verimark Resort Properties LLC

(a) Attached hereto as Exhibit B-1 is a true, correct, and complete copy of the Certificate of Formation of Verimark Resort Properties LLC, as filed with the Secretary of State of the State of Delaware, together with any and all amendments thereto, in effect as of the date hereof. Such Certificate of Formation has not been further amended, supplemented, restated, or otherwise modified since the date of the most recent filing thereof with the Delaware Secretary of State, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.

(b) Attached hereto as Exhibit B-2 is a true, correct, and complete copy of the Limited Liability Company Agreement of Verimark Resort Properties LLC (as amended and/or restated to date), in full force and effect as of the date hereof. Such Limited Liability Company Agreement has not been further amended, supplemented, restated, or otherwise modified since the date of its most recent execution and delivery, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.

1.3 VHG Management Services Inc.

(a) Attached hereto as Exhibit C-1 is a true, correct, and complete copy of the Certificate of Incorporation of VHG Management Services Inc., as filed with the Secretary of State of the State of Delaware, together with any and all amendments thereto, in effect as of the date hereof. Such Certificate of Incorporation has not been further amended, supplemented, restated, or otherwise modified since the date of the most recent filing thereof with the Delaware Secretary of State, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.

(b) Attached hereto as Exhibit C-2 is a true, correct, and complete copy of the Bylaws of VHG Management Services Inc., in full force and effect as of the date hereof. Such Bylaws have not been further amended, supplemented, restated, or otherwise modified since the date of their adoption, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.

(c) VHG Management Services Inc. is a corporation organized under the laws of the State of Delaware and serves as the hotel management subsidiary of VHG, providing centralized management, administrative, and operational services to the hotel properties owned by VHG and its subsidiaries pursuant to one or more management agreements.

1.4 Verimark Convention Holdings LLC

(a) Attached hereto as Exhibit D-1 is a true, correct, and complete copy of the Certificate of Formation of Verimark Convention Holdings LLC, as filed with the Secretary of State of the State of Delaware, together with any and all amendments thereto, in effect as of the date hereof. Such Certificate of Formation has not been further amended, supplemented, restated, or otherwise modified since the date of the most recent filing thereof with the Delaware Secretary of State, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.

(b) Attached hereto as Exhibit D-2 is a true, correct, and complete copy of the Limited Liability Company Agreement of Verimark Convention Holdings LLC (as amended and/or restated to date), in full force and effect as of the date hereof. Such Limited Liability Company Agreement has not been further amended, supplemented, restated, or otherwise modified since the date of its most recent execution and delivery, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.

(c) Verimark Convention Holdings LLC is a limited liability company organized under the laws of the State of Delaware and serves as VHG's convention center and event space subsidiary, owning and operating convention center, ballroom, and large-format event facilities associated with or adjacent to VHG's hotel properties.

1.5 Palmetto Beachfront Hotels LLC

(a) Attached hereto as Exhibit E-1 is a true, correct, and complete copy of the Articles of Organization of Palmetto Beachfront Hotels LLC, as filed with the Florida Department of State, Division of Corporations, together with any and all amendments thereto, in effect as of the date hereof. Such Articles of Organization have not been further amended, supplemented, restated, or otherwise modified since the date of the most recent filing thereof with the Florida Department of State, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.

(b) Attached hereto as Exhibit E-2 is a true, correct, and complete copy of the Operating Agreement of Palmetto Beachfront Hotels LLC (as amended and/or restated to date), in full force and effect as of the date hereof. Such Operating Agreement has not been further amended, supplemented, restated, or otherwise modified since the date of its most recent execution and delivery, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.

(c) Palmetto Beachfront Hotels LLC is a limited liability company organized under the laws of the State of Florida. Palmetto owns twelve (12) Florida coastal resort properties located along the Atlantic and Gulf coasts of the State of Florida.

1.6 Cascadia Hospitality Corp.

(a) Attached hereto as Exhibit F-1 is a true, correct, and complete copy of the Certificate of Incorporation of Cascadia Hospitality Corp., as filed with the Secretary of State of the State of Delaware, together with any and all amendments thereto, in effect as of the date hereof. Such Certificate of Incorporation has not been further amended, supplemented, restated, or otherwise modified since the date of the most recent filing thereof with the Delaware Secretary of State, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.

(b) Attached hereto as Exhibit F-2 is a true, correct, and complete copy of the Bylaws of Cascadia Hospitality Corp., in full force and effect as of the date hereof. Such Bylaws have not been further amended, supplemented, restated, or otherwise modified since the date of their adoption, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.

(c) Cascadia Hospitality Corp. is a corporation organized under the laws of the State of Delaware. Cascadia owns and operates a portfolio of eight (8) hotel properties located in the Pacific Northwest region of the United States, including properties in the States of Washington and Oregon.

SECTION 2: GOOD STANDING

The undersigned hereby certifies that attached hereto as Exhibit G are certificates of good standing (or equivalent certificates of existence, status, or authorization, as applicable) for each of the following entities, issued by the applicable governmental authority in the jurisdiction indicated, each dated within ten (10) business days of July 21, 2022:

(a) Verimark Hospitality Group Inc. — Certificate of Good Standing issued by the Secretary of State of the State of Delaware;

(b) Verimark Hospitality Group Inc. — Certificate of Authorization/Good Standing issued by the Florida Department of State, Division of Corporations (evidencing VHG's qualification to do business as a foreign corporation in the State of Florida);

(c) Verimark Resort Properties LLC — Certificate of Good Standing issued by the Secretary of State of the State of Delaware;

(d) VHG Management Services Inc. — Certificate of Good Standing issued by the Secretary of State of the State of Delaware;

(e) Verimark Convention Holdings LLC — Certificate of Good Standing issued by the Secretary of State of the State of Delaware;

(f) Palmetto Beachfront Hotels LLC — Certificate of Good Standing issued by the Florida Department of State, Division of Corporations; and

(g) Cascadia Hospitality Corp. — Certificate of Good Standing issued by the Secretary of State of the State of Delaware.

The undersigned further certifies that each of the Covered Entities is, as of the date hereof, validly existing and in good standing (or its equivalent) under the laws of its jurisdiction of organization. Each Covered Entity is duly qualified to do business and is in good standing as a foreign corporation or foreign limited liability company, as applicable, in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 3: CERTIFICATION AS TO RESOLUTIONS AND AUTHORIZING ACTIONS

The undersigned hereby certifies, with respect to the corporate or limited liability company authorizations, as applicable, for each Covered Entity, as follows:

3.1 Verimark Hospitality Group Inc. — Board Resolutions

(a) Attached hereto as Exhibit H-1 is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of Verimark Hospitality Group Inc. at a meeting duly called and held on May 12, 2022, at which a quorum was present and acting throughout (the "VHG Board Resolutions"). The VHG Board Resolutions authorize VHG to, among other things:

(i) enter into the Credit Agreement providing for a $700,000,000 Senior Secured Term Loan B facility with Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto;

(ii) execute and deliver the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the Amended and Restated Intercreditor Agreement dated as of July 21, 2022, among VHG, Crescent Harbor Bank, National Association (in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement), and Greystone Federal Credit Corp. (in its capacity as administrative agent under the Revolving Credit Facility), and all other related Loan Documents, certificates, instruments, agreements, and notices contemplated thereby or necessary or desirable in connection therewith;

(iii) repay in full the existing $625,000,000 Term Loan B with Greystone Federal Credit Corp., as administrative agent (original closing date: February 14, 2020), including the payment of approximately $627,916,667 as the total payoff amount (inclusive of principal, accrued and unpaid interest through the anticipated closing date, and any applicable prepayment premiums or fees);

(iv) borrow the full $700,000,000 in aggregate principal amount of Term Loans on the Closing Date in a single drawing; and

(v) authorize the officers of VHG, including the Chief Executive Officer, the Chief Financial Officer, the General Counsel and Corporate Secretary, and the Treasurer, acting singly or jointly, to execute and deliver, on behalf of VHG, all documents, instruments, agreements, certificates, and notices, and to take all actions, as any such officer may deem necessary, advisable, or desirable in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, including the refinancing of the existing indebtedness described in clause (iii) above.

(b) The VHG Board Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of VHG that would conflict with, limit, or otherwise restrict the authority granted by the VHG Board Resolutions.

3.2 Verimark Resort Properties LLC — Member Consent

(a) Attached hereto as Exhibit H-2 is a true, correct, and complete copy of the written consent of Verimark Hospitality Group Inc., as the sole member of Verimark Resort Properties LLC, authorizing VRP to:

(i) enter into and become a party to the Guarantee Agreement;

(ii) enter into and become a party to the Pledge and Security Agreement;

(iii) execute, deliver, and grant mortgage instruments, deeds of trust, and related real property security documents covering the forty-two (42) hotel properties owned by VRP, in favor of the Administrative Agent, for the benefit of the Secured Parties;

(iv) execute and deliver all other Loan Documents, certificates, instruments, agreements, and notices to which VRP is or is required to be a party in connection with the Credit Agreement; and

(v) take all actions necessary or desirable to perform VRP's obligations under the foregoing documents and agreements.

(b) Such written consent has not been amended, modified, rescinded, revoked, or superseded in any respect and remains in full force and effect as of the date hereof.

3.3 VHG Management Services Inc. — Board Resolutions

(a) Attached hereto as Exhibit H-3 is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of VHG Management Services Inc. (whether by unanimous written consent or at a meeting duly called and held at which a quorum was present and acting throughout), authorizing VHG Management to:

(i) enter into and become a party to the Guarantee Agreement;

(ii) enter into and become a party to the Pledge and Security Agreement;

(iii) execute and deliver all other Loan Documents, certificates, instruments, agreements, and notices to which VHG Management is or is required to be a party in connection with the Credit Agreement; and

(iv) take all actions necessary or desirable to perform VHG Management's obligations under the foregoing documents and agreements.

(b) Such resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof.

3.4 Verimark Convention Holdings LLC — Member Consent

(a) Attached hereto as Exhibit H-4 is a true, correct, and complete copy of the written consent of Verimark Hospitality Group Inc., as the sole member of Verimark Convention Holdings LLC, authorizing VCH to:

(i) enter into and become a party to the Guarantee Agreement;

(ii) enter into and become a party to the Pledge and Security Agreement;

(iii) execute and deliver all other Loan Documents, certificates, instruments, agreements, and notices to which VCH is or is required to be a party in connection with the Credit Agreement; and

(iv) take all actions necessary or desirable to perform VCH's obligations under the foregoing documents and agreements.

(b) Such written consent has not been amended, modified, rescinded, revoked, or superseded in any respect and remains in full force and effect as of the date hereof.

3.5 Palmetto Beachfront Hotels LLC — Member Consent

(a) Attached hereto as Exhibit H-5 is a true, correct, and complete copy of the written consent of Verimark Hospitality Group Inc. (or its applicable parent entity), as the sole member of Palmetto Beachfront Hotels LLC, authorizing Palmetto to:

(i) enter into and become a party to the Guarantee Agreement;

(ii) enter into and become a party to the Pledge and Security Agreement;

(iii) execute, deliver, and grant mortgage instruments, deeds of trust, and related real property security documents covering the twelve (12) Florida coastal resort properties owned by Palmetto, in favor of the Administrative Agent, for the benefit of the Secured Parties;

(iv) execute and deliver all other Loan Documents, certificates, instruments, agreements, and notices to which Palmetto is or is required to be a party in connection with the Credit Agreement; and

(v) take all actions necessary or desirable to perform Palmetto's obligations under the foregoing documents and agreements.

(b) Such written consent has not been amended, modified, rescinded, revoked, or superseded in any respect and remains in full force and effect as of the date hereof.

3.6 Cascadia Hospitality Corp. — Board Resolutions

(a) Attached hereto as Exhibit H-6 is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of Cascadia Hospitality Corp. (whether by unanimous written consent or at a meeting duly called and held at which a quorum was present and acting throughout), authorizing Cascadia to:

(i) enter into and become a party to the Guarantee Agreement;

(ii) enter into and become a party to the Pledge and Security Agreement;

(iii) execute and deliver all other Loan Documents, certificates, instruments, agreements, and notices to which Cascadia is or is required to be a party in connection with the Credit Agreement; and

(iv) take all actions necessary or desirable to perform Cascadia's obligations under the foregoing documents and agreements.

(b) Such resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof.

SECTION 4: INCUMBENCY OF OFFICERS — VERIMARK HOSPITALITY GROUP INC.

The undersigned hereby certifies that the following persons are the duly elected or appointed officers of Verimark Hospitality Group Inc. holding the offices indicated opposite their respective names below, that each such officer has been duly authorized to execute and deliver the Credit Agreement and each of the other Loan Documents on behalf of VHG to which VHG is or is to be a party, and that the signatures set forth opposite their respective names below are their true and genuine signatures:

Each of the foregoing officers holds such office as of the date hereof, and no proceedings are pending or, to the knowledge of the undersigned, contemplated for the removal or replacement of any such officer. The authority of each such officer to act on behalf of VHG in connection with the Credit Agreement and the other Loan Documents has not been revoked, limited, or otherwise modified.

SECTION 5: INCUMBENCY / AUTHORIZED SIGNATORIES — GUARANTOR SUBSIDIARIES

The undersigned hereby certifies that the following persons are the duly authorized signatories for each of the Guarantor Subsidiaries identified below, acting in the capacities indicated, and that the signatures set forth opposite their respective names below are their true and genuine signatures. Each such person is authorized to execute and deliver the Guarantee Agreement, the Pledge and Security Agreement, and each of the other Loan Documents to which the applicable Guarantor Subsidiary is or is to be a party.

5.1 Verimark Resort Properties LLC

5.2 VHG Management Services Inc.

5.3 Verimark Convention Holdings LLC

5.4 Palmetto Beachfront Hotels LLC

5.5 Cascadia Hospitality Corp.

SECTION 6: NO AMENDMENTS OR MODIFICATIONS

The undersigned hereby certifies as follows:

(a) None of the organizational documents of VHG or any Guarantor Subsidiary attached to this Certificate as Exhibits A-1 through F-2, inclusive, have been amended, supplemented, restated, or otherwise modified since the respective dates of the copies so attached, and no proceedings for the amendment, supplementation, restatement, or other modification thereof are pending or, to the knowledge of the undersigned, contemplated as of the date hereof.

(b) No proceeding for the dissolution, liquidation, winding up, merger, consolidation, conversion, domestication, or continuance of VHG or any Guarantor Subsidiary has been commenced, is pending, or, to the knowledge of the undersigned, is contemplated as of the date hereof.

(c) No event has occurred, and no condition exists, that would cause any of the organizational documents attached hereto to be inaccurate, incomplete, or misleading in any material respect.

SECTION 7: NO CONFLICTS

The undersigned hereby certifies that the execution, delivery, and performance by VHG and each Guarantor Subsidiary of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the Amended and Restated Intercreditor Agreement, and each of the other Loan Documents to which VHG or such Guarantor Subsidiary is or is to be a party, and the consummation of the transactions contemplated thereby (including, without limitation, the borrowing of the full $700,000,000 in aggregate principal amount of Term Loans, the granting of the security interests and liens contemplated by the Pledge and Security Agreement and the mortgage instruments, and the repayment of the existing indebtedness described in Section 3.1(a)(iii) hereof), do not and will not:

(i) conflict with, result in a breach or violation of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, the Certificate of Formation, the Limited Liability Company Agreement, the Certificate of Incorporation, the Bylaws, the Articles of Organization, or the Operating Agreement, as applicable, of VHG or any Guarantor Subsidiary; or

(ii) result in the creation or imposition of any Lien upon any property or assets of VHG or any Guarantor Subsidiary (other than Liens created pursuant to the Loan Documents in favor of the Administrative Agent for the benefit of the Secured Parties).

SECTION 8: DELIVERY IN CONNECTION WITH THE CREDIT AGREEMENT

This Certificate is delivered to the Administrative Agent and the Lenders in connection with the closing, on July 21, 2022, of the Credit Agreement and the initial funding of the $700,000,000 Senior Secured Term Loan B contemplated thereby. The Administrative Agent and the Lenders are entitled to rely on the certifications, representations, and statements contained herein, and this Certificate shall be deemed to be a "Closing Certificate" and a condition precedent deliverable under Section 4.01(a)(vi) of the Credit Agreement.

This Certificate, together with the Exhibits attached hereto, shall be retained by the Administrative Agent (with copies to each Lender that requests the same) and shall remain effective and in force unless and until superseded by a subsequent certificate delivered pursuant to the terms of the Credit Agreement. Nothing in this Certificate shall limit or modify any obligation of VHG or any Guarantor to deliver updated organizational documents, resolutions, incumbency certificates, or good standing certificates as and when required under the Credit Agreement or any other Loan Document.

The undersigned has carefully reviewed the organizational documents, resolutions, consents, and good standing certificates attached hereto and has made such further investigation as she has deemed necessary to assure the accuracy and completeness of the certifications set forth in this Certificate.

[Remainder of page intentionally left blank; signature page follows.]

SIGNATURE PAGE TO OMNIBUS SECRETARY'S CERTIFICATE

IN WITNESS WHEREOF, the undersigned has executed this Omnibus Secretary's Certificate as of July 21, 2022.

VERIMARK HOSPITALITY GROUP INC. (on behalf of the Borrower and each Guarantor Subsidiary)

By: ________

Name: Priya Narayanan

Title: General Counsel and Corporate Secretary

Date: July 21, 2022

COUNTER-CERTIFICATION

The undersigned, Marcus Delvecchio, Chief Executive Officer and a member of the Board of Directors of Verimark Hospitality Group Inc., hereby confirms and certifies to the Administrative Agent and the Lenders that (a) Priya Narayanan is the duly appointed General Counsel and Corporate Secretary of Verimark Hospitality Group Inc., (b) she holds such office as of the date hereof, (c) she is authorized to execute and deliver the foregoing Omnibus Secretary's Certificate on behalf of VHG and each of the Guarantor Subsidiaries identified therein, and (d) the signature appearing above is her true and genuine signature.

VERIMARK HOSPITALITY GROUP INC.

By: ________

Name: Marcus Delvecchio

Title: Chief Executive Officer

Date: July 21, 2022

EXHIBIT INDEX

The following Exhibits are attached to and form a part of this Omnibus Secretary's Certificate:

Each Exhibit listed above is incorporated herein by reference and attached hereto as a separate document. In the event of any conflict between this Exhibit Index and the body of this Certificate, the body of this Certificate shall control.

Item	Detail
Entity Type	Corporation
Jurisdiction of Organization	State of Delaware
Delaware File Number	7291843
Federal Employer Identification Number (EIN)	82-3741956
Principal Office Address	8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
Registered Agent (Delaware)	National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
Stock Exchange Listing	New York Stock Exchange (NYSE)
Ticker Symbol	VMRK
Item	Detail
Entity Type	Limited Liability Company
Jurisdiction of Organization	State of Delaware
Sole Member	Verimark Hospitality Group Inc.
Principal Business Activity	Ownership and operation of hotel real property assets
Property Portfolio	42 of VHG's 74 hotel properties, with an aggregate appraised value of approximately $2.18 billion as of the most recent independent appraisal
Name	Title	Signature
Marcus Delvecchio	Chief Executive Officer	/s/ Marcus Delvecchio
Renata Haines	Chief Financial Officer	/s/ Renata Haines
Priya Narayanan	General Counsel and Corporate Secretary	/s/ Priya Narayanan
Glenn Fischbach	Treasurer	/s/ Glenn Fischbach
Name	Title / Capacity	Signature
Marcus Delvecchio	Authorized Manager (acting in his capacity as Chief Executive Officer of VHG, as sole member of VRP)	/s/ Marcus Delvecchio
Renata Haines	Authorized Officer (acting in her capacity as Chief Financial Officer of VHG, as sole member of VRP)	/s/ Renata Haines
Name	Title / Capacity	Signature
Marcus Delvecchio	President and Director	/s/ Marcus Delvecchio

Renata Haines	Vice President and Treasurer	/s/ Renata Haines
Name	Title / Capacity	Signature
Marcus Delvecchio	Authorized Manager (acting in his capacity as Chief Executive Officer of VHG, as sole member of VCH)	/s/ Marcus Delvecchio
Glenn Fischbach	Authorized Officer (acting in his capacity as Treasurer of VHG, as sole member of VCH)	/s/ Glenn Fischbach
Name	Title / Capacity	Signature
Marcus Delvecchio	Authorized Manager (acting in his capacity as Chief Executive Officer of VHG, as sole member of Palmetto)	/s/ Marcus Delvecchio
Renata Haines	Authorized Officer (acting in her capacity as Chief Financial Officer of VHG, as sole member of Palmetto)	/s/ Renata Haines
Name	Title / Capacity	Signature
Marcus Delvecchio	President and Director	/s/ Marcus Delvecchio
Priya Narayanan	Secretary	/s/ Priya Narayanan
Exhibit	Description
Exhibit A-1	Amended and Restated Certificate of Incorporation — Verimark Hospitality Group Inc.
Exhibit A-2	Amended and Restated Bylaws — Verimark Hospitality Group Inc.
Exhibit B-1	Certificate of Formation — Verimark Resort Properties LLC
Exhibit B-2	Limited Liability Company Agreement — Verimark Resort Properties LLC
Exhibit C-1	Certificate of Incorporation — VHG Management Services Inc.
Exhibit C-2	Bylaws — VHG Management Services Inc.
Exhibit D-1	Certificate of Formation — Verimark Convention Holdings LLC
Exhibit D-2	Limited Liability Company Agreement — Verimark Convention Holdings LLC
Exhibit E-1	Articles of Organization — Palmetto Beachfront Hotels LLC
Exhibit E-2	Operating Agreement — Palmetto Beachfront Hotels LLC
Exhibit F-1	Certificate of Incorporation — Cascadia Hospitality Corp.
Exhibit F-2	Bylaws — Cascadia Hospitality Corp.
Exhibit G	Certificates of Good Standing (Delaware Secretary of State and Florida Department of State, as applicable)
Exhibit H-1	Board Resolutions — Verimark Hospitality Group Inc. (adopted May 12, 2022)

Exhibit H-2	Member Consent — Verimark Resort Properties LLC
Exhibit H-3	Board Resolutions — VHG Management Services Inc.
Exhibit H-4	Member Consent — Verimark Convention Holdings LLC
Exhibit H-5	Member Consent — Palmetto Beachfront Hotels LLC
Exhibit H-6	Board Resolutions — Cascadia Hospitality Corp.

OMNIBUS SECRETARY'S CERTIFICATE
of
Verimark Hospitality Group Inc. and the Guarantor Subsidiaries Listed Herein
Delivered pursuant to Section 4.01(a)(vi) of the Credit Agreement, dated as of July 21, 2022 (the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the Lenders party thereto
$700,000,000 Senior Secured Term Loan B
July 21, 2022
RECITALS AND INTRODUCTION
The undersigned, Priya Narayanan, in her capacity as General Counsel and Corporate Secretary of Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware ("VHG" or the "Borrower"), and as an authorized representative of each of the Guarantors listed below (each, a "Guarantor" and, collectively, the "Guarantors"), hereby certifies to Crescent Harbor Bank, National Association, in its capacity as Administrative Agent and Collateral Agent (the "Administrative Agent"), and to each of the Lenders party to the Credit Agreement (the "Lenders"), as follows in connection with the closing of the Credit Agreement on the date hereof.
Capitalized terms used but not otherwise defined in this Omnibus Secretary's Certificate (this "Certificate") shall have the meanings ascribed to such terms in the Credit Agreement, dated as of July 21, 2022, among VHG, as Borrower, the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the Lenders party thereto (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement").
This Certificate is delivered as a condition precedent to the initial borrowing under the Credit Agreement, as required by Section 4.01(a)(vi) thereof, and constitutes a "Closing Certificate" within the meaning of the Credit Agreement and the other Loan Documents. The Administrative Agent and the Lenders are entitled to rely conclusively on the certifications, representations, and statements set forth herein in connection with the funding of the initial Loans under the Credit Agreement.
This Certificate covers the following entities (collectively, the "Covered Entities"):
(a) Verimark Hospitality Group Inc., a corporation organized under the laws of the State of Delaware (the "Borrower" or "VHG");
(b) Verimark Resort Properties LLC, a limited liability company organized under the laws of the State of Delaware ("VRP");
(c) VHG Management Services Inc., a corporation organized under the laws of the State of Delaware ("VHG Management");
(d) Verimark Convention Holdings LLC, a limited liability company organized under the laws of the State of Delaware ("VCH");
(e) Palmetto Beachfront Hotels LLC, a limited liability company organized under the laws of the State of Florida ("Palmetto"); and
(f) Cascadia Hospitality Corp., a corporation organized under the laws of the State of Delaware ("Cascadia").
Each of VRP, VHG Management, VCH, Palmetto, and Cascadia is a wholly owned direct or indirect subsidiary of VHG and is a Guarantor under the Credit Agreement and the Guarantee Agreement.
SECTION 1: CERTIFICATION AS TO ORGANIZATIONAL DOCUMENTS
The undersigned hereby certifies, with respect to the organizational documents of each Covered Entity, as follows:
1.1 Verimark Hospitality Group Inc.
(a) Attached hereto as Exhibit A-1 is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Verimark Hospitality Group Inc., as filed with the Secretary of State of the State of Delaware, in effect as of the date hereof and at all times since its most recent amendment. Such Amended and Restated Certificate of Incorporation has not been further amended, supplemented, restated, or otherwise modified since the date of filing thereof, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.
(b) Attached hereto as Exhibit A-2 is a true, correct, and complete copy of the Amended and Restated Bylaws of Verimark Hospitality Group Inc., as adopted by the Board of Directors of VHG and in full force and effect as of the date hereof. Such Amended and Restated Bylaws have not been further amended, supplemented, restated, or otherwise modified since the date of their adoption, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.
(c) The following additional information is provided with respect to VHG:
1.2 Verimark Resort Properties LLC
(a) Attached hereto as Exhibit B-1 is a true, correct, and complete copy of the Certificate of Formation of Verimark Resort Properties LLC, as filed with the Secretary of State of the State of Delaware, together with any and all amendments thereto, in effect as of the date hereof. Such Certificate of Formation has not been further amended, supplemented, restated, or otherwise modified since the date of the most recent filing thereof with the Delaware Secretary of State, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.
(b) Attached hereto as Exhibit B-2 is a true, correct, and complete copy of the Limited Liability Company Agreement of Verimark Resort Properties LLC (as amended and/or restated to date), in full force and effect as of the date hereof. Such Limited Liability Company Agreement has not been further amended, supplemented, restated, or otherwise modified since the date of its most recent execution and delivery, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.
(c) The following additional information is provided with respect to VRP:
1.3 VHG Management Services Inc.
(a) Attached hereto as Exhibit C-1 is a true, correct, and complete copy of the Certificate of Incorporation of VHG Management Services Inc., as filed with the Secretary of State of the State of Delaware, together with any and all amendments thereto, in effect as of the date hereof. Such Certificate of Incorporation has not been further amended, supplemented, restated, or otherwise modified since the date of the most recent filing thereof with the Delaware Secretary of State, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.
(b) Attached hereto as Exhibit C-2 is a true, correct, and complete copy of the Bylaws of VHG Management Services Inc., in full force and effect as of the date hereof. Such Bylaws have not been further amended, supplemented, restated, or otherwise modified since the date of their adoption, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.
(c) VHG Management Services Inc. is a corporation organized under the laws of the State of Delaware and serves as the hotel management subsidiary of VHG, providing centralized management, administrative, and operational services to the hotel properties owned by VHG and its subsidiaries pursuant to one or more management agreements.
1.4 Verimark Convention Holdings LLC
(a) Attached hereto as Exhibit D-1 is a true, correct, and complete copy of the Certificate of Formation of Verimark Convention Holdings LLC, as filed with the Secretary of State of the State of Delaware, together with any and all amendments thereto, in effect as of the date hereof. Such Certificate of Formation has not been further amended, supplemented, restated, or otherwise modified since the date of the most recent filing thereof with the Delaware Secretary of State, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.
(b) Attached hereto as Exhibit D-2 is a true, correct, and complete copy of the Limited Liability Company Agreement of Verimark Convention Holdings LLC (as amended and/or restated to date), in full force and effect as of the date hereof. Such Limited Liability Company Agreement has not been further amended, supplemented, restated, or otherwise modified since the date of its most recent execution and delivery, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.
(c) Verimark Convention Holdings LLC is a limited liability company organized under the laws of the State of Delaware and serves as VHG's convention center and event space subsidiary, owning and operating convention center, ballroom, and large-format event facilities associated with or adjacent to VHG's hotel properties.
1.5 Palmetto Beachfront Hotels LLC
(a) Attached hereto as Exhibit E-1 is a true, correct, and complete copy of the Articles of Organization of Palmetto Beachfront Hotels LLC, as filed with the Florida Department of State, Division of Corporations, together with any and all amendments thereto, in effect as of the date hereof. Such Articles of Organization have not been further amended, supplemented, restated, or otherwise modified since the date of the most recent filing thereof with the Florida Department of State, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.
(b) Attached hereto as Exhibit E-2 is a true, correct, and complete copy of the Operating Agreement of Palmetto Beachfront Hotels LLC (as amended and/or restated to date), in full force and effect as of the date hereof. Such Operating Agreement has not been further amended, supplemented, restated, or otherwise modified since the date of its most recent execution and delivery, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.
(c) Palmetto Beachfront Hotels LLC is a limited liability company organized under the laws of the State of Florida. Palmetto owns twelve (12) Florida coastal resort properties located along the Atlantic and Gulf coasts of the State of Florida.
1.6 Cascadia Hospitality Corp.
(a) Attached hereto as Exhibit F-1 is a true, correct, and complete copy of the Certificate of Incorporation of Cascadia Hospitality Corp., as filed with the Secretary of State of the State of Delaware, together with any and all amendments thereto, in effect as of the date hereof. Such Certificate of Incorporation has not been further amended, supplemented, restated, or otherwise modified since the date of the most recent filing thereof with the Delaware Secretary of State, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.
(b) Attached hereto as Exhibit F-2 is a true, correct, and complete copy of the Bylaws of Cascadia Hospitality Corp., in full force and effect as of the date hereof. Such Bylaws have not been further amended, supplemented, restated, or otherwise modified since the date of their adoption, and no action or proceeding for the amendment, restatement, or modification thereof is pending or, to the knowledge of the undersigned, contemplated.
(c) Cascadia Hospitality Corp. is a corporation organized under the laws of the State of Delaware. Cascadia owns and operates a portfolio of eight (8) hotel properties located in the Pacific Northwest region of the United States, including properties in the States of Washington and Oregon.
SECTION 2: GOOD STANDING
The undersigned hereby certifies that attached hereto as Exhibit G are certificates of good standing (or equivalent certificates of existence, status, or authorization, as applicable) for each of the following entities, issued by the applicable governmental authority in the jurisdiction indicated, each dated within ten (10) business days of July 21, 2022:
(a) Verimark Hospitality Group Inc. — Certificate of Good Standing issued by the Secretary of State of the State of Delaware;
(b) Verimark Hospitality Group Inc. — Certificate of Authorization/Good Standing issued by the Florida Department of State, Division of Corporations (evidencing VHG's qualification to do business as a foreign corporation in the State of Florida);
(c) Verimark Resort Properties LLC — Certificate of Good Standing issued by the Secretary of State of the State of Delaware;
(d) VHG Management Services Inc. — Certificate of Good Standing issued by the Secretary of State of the State of Delaware;
(e) Verimark Convention Holdings LLC — Certificate of Good Standing issued by the Secretary of State of the State of Delaware;
(f) Palmetto Beachfront Hotels LLC — Certificate of Good Standing issued by the Florida Department of State, Division of Corporations; and
(g) Cascadia Hospitality Corp. — Certificate of Good Standing issued by the Secretary of State of the State of Delaware.
The undersigned further certifies that each of the Covered Entities is, as of the date hereof, validly existing and in good standing (or its equivalent) under the laws of its jurisdiction of organization. Each Covered Entity is duly qualified to do business and is in good standing as a foreign corporation or foreign limited liability company, as applicable, in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
SECTION 3: CERTIFICATION AS TO RESOLUTIONS AND AUTHORIZING ACTIONS
The undersigned hereby certifies, with respect to the corporate or limited liability company authorizations, as applicable, for each Covered Entity, as follows:
3.1 Verimark Hospitality Group Inc. — Board Resolutions
(a) Attached hereto as Exhibit H-1 is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of Verimark Hospitality Group Inc. at a meeting duly called and held on May 12, 2022, at which a quorum was present and acting throughout (the "VHG Board Resolutions"). The VHG Board Resolutions authorize VHG to, among other things:
(i) enter into the Credit Agreement providing for a $700,000,000 Senior Secured Term Loan B facility with Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto;
(ii) execute and deliver the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the Amended and Restated Intercreditor Agreement dated as of July 21, 2022, among VHG, Crescent Harbor Bank, National Association (in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement), and Greystone Federal Credit Corp. (in its capacity as administrative agent under the Revolving Credit Facility), and all other related Loan Documents, certificates, instruments, agreements, and notices contemplated thereby or necessary or desirable in connection therewith;
(iii) repay in full the existing $625,000,000 Term Loan B with Greystone Federal Credit Corp., as administrative agent (original closing date: February 14, 2020), including the payment of approximately $627,916,667 as the total payoff amount (inclusive of principal, accrued and unpaid interest through the anticipated closing date, and any applicable prepayment premiums or fees);
(iv) borrow the full $700,000,000 in aggregate principal amount of Term Loans on the Closing Date in a single drawing; and
(v) authorize the officers of VHG, including the Chief Executive Officer, the Chief Financial Officer, the General Counsel and Corporate Secretary, and the Treasurer, acting singly or jointly, to execute and deliver, on behalf of VHG, all documents, instruments, agreements, certificates, and notices, and to take all actions, as any such officer may deem necessary, advisable, or desirable in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, including the refinancing of the existing indebtedness described in clause (iii) above.
(b) The VHG Board Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of VHG that would conflict with, limit, or otherwise restrict the authority granted by the VHG Board Resolutions.
3.2 Verimark Resort Properties LLC — Member Consent
(a) Attached hereto as Exhibit H-2 is a true, correct, and complete copy of the written consent of Verimark Hospitality Group Inc., as the sole member of Verimark Resort Properties LLC, authorizing VRP to:
(i) enter into and become a party to the Guarantee Agreement;
(ii) enter into and become a party to the Pledge and Security Agreement;
(iii) execute, deliver, and grant mortgage instruments, deeds of trust, and related real property security documents covering the forty-two (42) hotel properties owned by VRP, in favor of the Administrative Agent, for the benefit of the Secured Parties;
(iv) execute and deliver all other Loan Documents, certificates, instruments, agreements, and notices to which VRP is or is required to be a party in connection with the Credit Agreement; and
(v) take all actions necessary or desirable to perform VRP's obligations under the foregoing documents and agreements.
(b) Such written consent has not been amended, modified, rescinded, revoked, or superseded in any respect and remains in full force and effect as of the date hereof.
3.3 VHG Management Services Inc. — Board Resolutions
(a) Attached hereto as Exhibit H-3 is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of VHG Management Services Inc. (whether by unanimous written consent or at a meeting duly called and held at which a quorum was present and acting throughout), authorizing VHG Management to:
(i) enter into and become a party to the Guarantee Agreement;
(ii) enter into and become a party to the Pledge and Security Agreement;
(iii) execute and deliver all other Loan Documents, certificates, instruments, agreements, and notices to which VHG Management is or is required to be a party in connection with the Credit Agreement; and
(iv) take all actions necessary or desirable to perform VHG Management's obligations under the foregoing documents and agreements.
(b) Such resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof.
3.4 Verimark Convention Holdings LLC — Member Consent
(a) Attached hereto as Exhibit H-4 is a true, correct, and complete copy of the written consent of Verimark Hospitality Group Inc., as the sole member of Verimark Convention Holdings LLC, authorizing VCH to:
(i) enter into and become a party to the Guarantee Agreement;
(ii) enter into and become a party to the Pledge and Security Agreement;
(iii) execute and deliver all other Loan Documents, certificates, instruments, agreements, and notices to which VCH is or is required to be a party in connection with the Credit Agreement; and
(iv) take all actions necessary or desirable to perform VCH's obligations under the foregoing documents and agreements.
(b) Such written consent has not been amended, modified, rescinded, revoked, or superseded in any respect and remains in full force and effect as of the date hereof.
3.5 Palmetto Beachfront Hotels LLC — Member Consent
(a) Attached hereto as Exhibit H-5 is a true, correct, and complete copy of the written consent of Verimark Hospitality Group Inc. (or its applicable parent entity), as the sole member of Palmetto Beachfront Hotels LLC, authorizing Palmetto to:
(i) enter into and become a party to the Guarantee Agreement;
(ii) enter into and become a party to the Pledge and Security Agreement;
(iii) execute, deliver, and grant mortgage instruments, deeds of trust, and related real property security documents covering the twelve (12) Florida coastal resort properties owned by Palmetto, in favor of the Administrative Agent, for the benefit of the Secured Parties;
(iv) execute and deliver all other Loan Documents, certificates, instruments, agreements, and notices to which Palmetto is or is required to be a party in connection with the Credit Agreement; and
(v) take all actions necessary or desirable to perform Palmetto's obligations under the foregoing documents and agreements.
(b) Such written consent has not been amended, modified, rescinded, revoked, or superseded in any respect and remains in full force and effect as of the date hereof.
3.6 Cascadia Hospitality Corp. — Board Resolutions
(a) Attached hereto as Exhibit H-6 is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of Cascadia Hospitality Corp. (whether by unanimous written consent or at a meeting duly called and held at which a quorum was present and acting throughout), authorizing Cascadia to:
(i) enter into and become a party to the Guarantee Agreement;
(ii) enter into and become a party to the Pledge and Security Agreement;
(iii) execute and deliver all other Loan Documents, certificates, instruments, agreements, and notices to which Cascadia is or is required to be a party in connection with the Credit Agreement; and
(iv) take all actions necessary or desirable to perform Cascadia's obligations under the foregoing documents and agreements.
(b) Such resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof.
SECTION 4: INCUMBENCY OF OFFICERS — VERIMARK HOSPITALITY GROUP INC.
The undersigned hereby certifies that the following persons are the duly elected or appointed officers of Verimark Hospitality Group Inc. holding the offices indicated opposite their respective names below, that each such officer has been duly authorized to execute and deliver the Credit Agreement and each of the other Loan Documents on behalf of VHG to which VHG is or is to be a party, and that the signatures set forth opposite their respective names below are their true and genuine signatures:
Each of the foregoing officers holds such office as of the date hereof, and no proceedings are pending or, to the knowledge of the undersigned, contemplated for the removal or replacement of any such officer. The authority of each such officer to act on behalf of VHG in connection with the Credit Agreement and the other Loan Documents has not been revoked, limited, or otherwise modified.
SECTION 5: INCUMBENCY / AUTHORIZED SIGNATORIES — GUARANTOR SUBSIDIARIES
The undersigned hereby certifies that the following persons are the duly authorized signatories for each of the Guarantor Subsidiaries identified below, acting in the capacities indicated, and that the signatures set forth opposite their respective names below are their true and genuine signatures. Each such person is authorized to execute and deliver the Guarantee Agreement, the Pledge and Security Agreement, and each of the other Loan Documents to which the applicable Guarantor Subsidiary is or is to be a party.
5.1 Verimark Resort Properties LLC
5.2 VHG Management Services Inc.
5.3 Verimark Convention Holdings LLC
5.4 Palmetto Beachfront Hotels LLC
5.5 Cascadia Hospitality Corp.
SECTION 6: NO AMENDMENTS OR MODIFICATIONS
The undersigned hereby certifies as follows:
(a) None of the organizational documents of VHG or any Guarantor Subsidiary attached to this Certificate as Exhibits A-1 through F-2, inclusive, have been amended, supplemented, restated, or otherwise modified since the respective dates of the copies so attached, and no proceedings for the amendment, supplementation, restatement, or other modification thereof are pending or, to the knowledge of the undersigned, contemplated as of the date hereof.
(b) No proceeding for the dissolution, liquidation, winding up, merger, consolidation, conversion, domestication, or continuance of VHG or any Guarantor Subsidiary has been commenced, is pending, or, to the knowledge of the undersigned, is contemplated as of the date hereof.
(c) No event has occurred, and no condition exists, that would cause any of the organizational documents attached hereto to be inaccurate, incomplete, or misleading in any material respect.
SECTION 7: NO CONFLICTS
The undersigned hereby certifies that the execution, delivery, and performance by VHG and each Guarantor Subsidiary of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the Amended and Restated Intercreditor Agreement, and each of the other Loan Documents to which VHG or such Guarantor Subsidiary is or is to be a party, and the consummation of the transactions contemplated thereby (including, without limitation, the borrowing of the full $700,000,000 in aggregate principal amount of Term Loans, the granting of the security interests and liens contemplated by the Pledge and Security Agreement and the mortgage instruments, and the repayment of the existing indebtedness described in Section 3.1(a)(iii) hereof), do not and will not:
(i) conflict with, result in a breach or violation of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, the Certificate of Formation, the Limited Liability Company Agreement, the Certificate of Incorporation, the Bylaws, the Articles of Organization, or the Operating Agreement, as applicable, of VHG or any Guarantor Subsidiary; or
(ii) result in the creation or imposition of any Lien upon any property or assets of VHG or any Guarantor Subsidiary (other than Liens created pursuant to the Loan Documents in favor of the Administrative Agent for the benefit of the Secured Parties).
SECTION 8: DELIVERY IN CONNECTION WITH THE CREDIT AGREEMENT
This Certificate is delivered to the Administrative Agent and the Lenders in connection with the closing, on July 21, 2022, of the Credit Agreement and the initial funding of the $700,000,000 Senior Secured Term Loan B contemplated thereby. The Administrative Agent and the Lenders are entitled to rely on the certifications, representations, and statements contained herein, and this Certificate shall be deemed to be a "Closing Certificate" and a condition precedent deliverable under Section 4.01(a)(vi) of the Credit Agreement.
This Certificate, together with the Exhibits attached hereto, shall be retained by the Administrative Agent (with copies to each Lender that requests the same) and shall remain effective and in force unless and until superseded by a subsequent certificate delivered pursuant to the terms of the Credit Agreement. Nothing in this Certificate shall limit or modify any obligation of VHG or any Guarantor to deliver updated organizational documents, resolutions, incumbency certificates, or good standing certificates as and when required under the Credit Agreement or any other Loan Document.
The undersigned has carefully reviewed the organizational documents, resolutions, consents, and good standing certificates attached hereto and has made such further investigation as she has deemed necessary to assure the accuracy and completeness of the certifications set forth in this Certificate.
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SIGNATURE PAGE TO OMNIBUS SECRETARY'S CERTIFICATE
IN WITNESS WHEREOF, the undersigned has executed this Omnibus Secretary's Certificate as of July 21, 2022.
VERIMARK HOSPITALITY GROUP INC. (on behalf of the Borrower and each Guarantor Subsidiary)
By: ________
Name: Priya Narayanan
Title: General Counsel and Corporate Secretary
Date: July 21, 2022
COUNTER-CERTIFICATION
The undersigned, Marcus Delvecchio, Chief Executive Officer and a member of the Board of Directors of Verimark Hospitality Group Inc., hereby confirms and certifies to the Administrative Agent and the Lenders that (a) Priya Narayanan is the duly appointed General Counsel and Corporate Secretary of Verimark Hospitality Group Inc., (b) she holds such office as of the date hereof, (c) she is authorized to execute and deliver the foregoing Omnibus Secretary's Certificate on behalf of VHG and each of the Guarantor Subsidiaries identified therein, and (d) the signature appearing above is her true and genuine signature.
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: Marcus Delvecchio
Title: Chief Executive Officer
Date: July 21, 2022
EXHIBIT INDEX
The following Exhibits are attached to and form a part of this Omnibus Secretary's Certificate:
Each Exhibit listed above is incorporated herein by reference and attached hereto as a separate document. In the event of any conflict between this Exhibit Index and the body of this Certificate, the body of this Certificate shall control.
Item | Detail
Entity Type | Corporation
Jurisdiction of Organization | State of Delaware
Delaware File Number | 7291843
Federal Employer Identification Number (EIN) | 82-3741956
Principal Office Address | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
Registered Agent (Delaware) | National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
Stock Exchange Listing | New York Stock Exchange (NYSE)
Ticker Symbol | VMRK
Item | Detail
Entity Type | Limited Liability Company
Jurisdiction of Organization | State of Delaware
Sole Member | Verimark Hospitality Group Inc.
Principal Business Activity | Ownership and operation of hotel real property assets
Property Portfolio | 42 of VHG's 74 hotel properties, with an aggregate appraised value of approximately $2.18 billion as of the most recent independent appraisal
Name | Title | Signature
Marcus Delvecchio | Chief Executive Officer | /s/ Marcus Delvecchio
Renata Haines | Chief Financial Officer | /s/ Renata Haines
Priya Narayanan | General Counsel and Corporate Secretary | /s/ Priya Narayanan
Glenn Fischbach | Treasurer | /s/ Glenn Fischbach
Name | Title / Capacity | Signature
Marcus Delvecchio | Authorized Manager (acting in his capacity as Chief Executive Officer of VHG, as sole member of VRP) | /s/ Marcus Delvecchio
Renata Haines | Authorized Officer (acting in her capacity as Chief Financial Officer of VHG, as sole member of VRP) | /s/ Renata Haines
Name | Title / Capacity | Signature
Marcus Delvecchio | President and Director | /s/ Marcus Delvecchio
Renata Haines | Vice President and Treasurer | /s/ Renata Haines
Name | Title / Capacity | Signature
Marcus Delvecchio | Authorized Manager (acting in his capacity as Chief Executive Officer of VHG, as sole member of VCH) | /s/ Marcus Delvecchio
Glenn Fischbach | Authorized Officer (acting in his capacity as Treasurer of VHG, as sole member of VCH) | /s/ Glenn Fischbach
Name | Title / Capacity | Signature
Marcus Delvecchio | Authorized Manager (acting in his capacity as Chief Executive Officer of VHG, as sole member of Palmetto) | /s/ Marcus Delvecchio
Renata Haines | Authorized Officer (acting in her capacity as Chief Financial Officer of VHG, as sole member of Palmetto) | /s/ Renata Haines
Name | Title / Capacity | Signature
Marcus Delvecchio | President and Director | /s/ Marcus Delvecchio
Priya Narayanan | Secretary | /s/ Priya Narayanan
Exhibit | Description
Exhibit A-1 | Amended and Restated Certificate of Incorporation — Verimark Hospitality Group Inc.
Exhibit A-2 | Amended and Restated Bylaws — Verimark Hospitality Group Inc.
Exhibit B-1 | Certificate of Formation — Verimark Resort Properties LLC
Exhibit B-2 | Limited Liability Company Agreement — Verimark Resort Properties LLC
Exhibit C-1 | Certificate of Incorporation — VHG Management Services Inc.
Exhibit C-2 | Bylaws — VHG Management Services Inc.
Exhibit D-1 | Certificate of Formation — Verimark Convention Holdings LLC
Exhibit D-2 | Limited Liability Company Agreement — Verimark Convention Holdings LLC
Exhibit E-1 | Articles of Organization — Palmetto Beachfront Hotels LLC
Exhibit E-2 | Operating Agreement — Palmetto Beachfront Hotels LLC
Exhibit F-1 | Certificate of Incorporation — Cascadia Hospitality Corp.
Exhibit F-2 | Bylaws — Cascadia Hospitality Corp.
Exhibit G | Certificates of Good Standing (Delaware Secretary of State and Florida Department of State, as applicable)
Exhibit H-1 | Board Resolutions — Verimark Hospitality Group Inc. (adopted May 12, 2022)
Exhibit H-2 | Member Consent — Verimark Resort Properties LLC
Exhibit H-3 | Board Resolutions — VHG Management Services Inc.
Exhibit H-4 | Member Consent — Verimark Convention Holdings LLC
Exhibit H-5 | Member Consent — Palmetto Beachfront Hotels LLC
Exhibit H-6 | Board Resolutions — Cascadia Hospitality Corp.

OMNIBUS SECRETARY'S CERTIFICATE

RECITALS AND INTRODUCTION

SECTION 1: CERTIFICATION AS TO ORGANIZATIONAL DOCUMENTS

SECTION 2: GOOD STANDING

SECTION 3: CERTIFICATION AS TO RESOLUTIONS AND AUTHORIZING ACTIONS

SECTION 6: NO AMENDMENTS OR MODIFICATIONS

SECTION 7: NO CONFLICTS

SECTION 8: DELIVERY IN CONNECTION WITH THE CREDIT AGREEMENT

SIGNATURE PAGE TO OMNIBUS SECRETARY'S CERTIFICATE

COUNTER-CERTIFICATION

VERIMARK HOSPITALITY GROUP INC.

EXHIBIT INDEX

Record

Parties

Dates

Amounts