1021-00001 · Verimark Hospitality Group · Post-Closing

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POST-CLOSING COMPLETION CERTIFICATE

August 5, 2022

Delivered pursuant to Section 5.14 of the Post-Closing Letter Agreement dated July 21, 2022 (the "Post-Closing Letter Agreement"), between Verimark Hospitality Group Inc., a Delaware corporation ("VHG" or the "Borrower"), having its principal offices at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433, and Crescent Harbor Bank, N.A., a national banking association ("Crescent Harbor"), in its capacity as Administrative Agent and Collateral Agent, having its offices at 600 Lexington Avenue, 34th Floor, New York, NY 10022.

Reference is made to that certain Credit Agreement dated as of July 21, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Verimark Hospitality Group Inc. (as Borrower), the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent), and the Lenders party thereto from time to time, providing for, among other things, a $700,000,000 Senior Secured Term Loan B Facility (the "Term Loan B Facility").

Addressed to:

Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent) 600 Lexington Avenue, 34th Floor New York, NY 10022

and

The Lenders party to the Credit Agreement

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement or the Post-Closing Letter Agreement, as applicable. In the event of any conflict between the definitions set forth in the Credit Agreement and those set forth in the Post-Closing Letter Agreement, the definitions in the Credit Agreement shall control.

Section 1. Recitals

WHEREAS, the Credit Agreement was entered into as of July 21, 2022, among VHG (as Borrower), the Guarantors party thereto, Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent for the benefit of the Secured Parties), and the Lenders party thereto, pursuant to which the Lenders agreed to extend credit to VHG in the form of the Term Loan B Facility in an aggregate principal amount of $700,000,000;

WHEREAS, the $700,000,000 Term Loan B was funded in full on the Closing Date (July 21, 2022) in accordance with the terms and conditions of the Credit Agreement, and the proceeds thereof were made available to VHG on such date;

WHEREAS, simultaneously with the funding of the Term Loan B Facility on the Closing Date, a portion of the proceeds was used to refinance in full the existing $625,000,000 Term Loan B facility (the "Prior Facility") for which Greystone Federal Credit Corp. served as administrative agent, which Prior Facility was originally closed on February 14, 2020. As of the Closing Date, the outstanding principal balance under the Prior Facility was $621,875,000, and after giving effect to accrued and unpaid interest through the payoff date and the applicable prepayment premium, the total payoff amount was approximately $627,916,667, all of which was paid in full on July 21, 2022 in accordance with the Payoff Letter dated July 19, 2022 delivered by Greystone Federal Credit Corp.;

WHEREAS, in connection with the closing of the Term Loan B Facility, VHG and Crescent Harbor entered into the Post-Closing Letter Agreement dated July 21, 2022, which required the delivery of certain post-closing items, including recorded mortgages, title insurance policies, updated surveys, flood certifications, lien releases, local counsel opinions, and other deliverables, on or before August 5, 2022 (the "Post-Closing Deadline"); and

WHEREAS, VHG is delivering this Post-Closing Completion Certificate (this "Certificate") to confirm the timely completion and delivery of all post-closing items required under the Post-Closing Letter Agreement on or before the Post-Closing Deadline, and to provide the certifications, representations, and warranties set forth herein.

Section 2. Certification of Completion

The undersigned, Priya Narayanan, in her capacity as General Counsel & Corporate Secretary of Verimark Hospitality Group Inc., hereby certifies, on behalf of VHG and each Guarantor party to the Credit Agreement and the related Loan Documents, that all post-closing deliverables required under the Post-Closing Letter Agreement have been delivered to the Administrative Agent (or to its counsel, Whitfield Gage & Partridge LLP, on behalf of the Administrative Agent) on or before August 5, 2022, the Post-Closing Deadline.

Each item listed in Schedule A attached hereto (which Schedule A is incorporated herein by reference and made a part hereof) has been delivered in form and substance satisfactory to the Administrative Agent (or its counsel, Whitfield Gage & Partridge LLP, 383 Madison Avenue, 28th Floor, New York, NY 10179). The Administrative Agent (through its counsel) has confirmed receipt of each such item and has not raised any objection with respect to the form or substance of any such deliverable as of the date hereof.

No post-closing items remain outstanding as of the date of this Certificate, and VHG is not aware of any deficiency or omission with respect to any item required to be delivered under the Post-Closing Letter Agreement.

Section 3. Certification Regarding Recorded Mortgages

VHG hereby certifies and confirms as follows with respect to the recorded mortgage instruments constituting part of the Collateral securing the obligations under the Credit Agreement:

(a) Execution, Delivery, and Recording. Mortgages, deeds of trust, assignments of leases and rents, and security agreements (collectively, the "Mortgage Instruments") have been duly executed by the applicable Loan Parties, delivered to the Administrative Agent, and recorded (or, where applicable, filed) in the appropriate county recording offices in all twelve (12) states in which the forty-two (42) mortgaged hotel properties (collectively, the "Mortgaged Properties") are located. The Mortgaged Properties are distributed among such states as follows:

(b) Key Mortgage Instruments. Without limiting the generality of the foregoing, VHG specifically confirms the recording of the following key Mortgage Instruments:

(i) Florida Coastal Resort Properties. That certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, executed by Palmetto Beachfront Hotels LLC, a Delaware limited liability company and wholly-owned subsidiary of VHG, in favor of Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties), covering the twelve (12) Florida coastal resort properties owned by Palmetto Beachfront Hotels LLC, recorded in the official records of the applicable counties in the State of Florida, including Palm Beach County, Broward County, Miami-Dade County, Lee County, Collier County, Pinellas County, and Volusia County, as applicable;

(ii) New York Hotel Properties. That certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, executed by Verimark Resort Properties LLC, a Delaware limited liability company and wholly-owned subsidiary of VHG, in favor of Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties), covering the six (6) New York hotel properties owned by Verimark Resort Properties LLC, recorded in the applicable county clerk's offices in the State of New York, including the New York County Clerk's Office, the Kings County Clerk's Office, and the Westchester County Clerk's Office, as applicable;

(iii) California Hotel Properties. That certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, executed by Verimark Resort Properties LLC, as trustor, in favor of Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties), as beneficiary, in deed of trust form as required under the laws of the State of California, covering the five (5) California hotel properties owned by Verimark Resort Properties LLC, recorded in the official records of the applicable counties in the State of California, including Los Angeles County, San Francisco County, San Diego County, and Orange County, as applicable; and

(iv) Remaining Properties. Mortgages, deeds of trust, assignments of leases and rents, security agreements, and fixture filings (in the form required under the laws of each applicable jurisdiction) covering the remaining nineteen (19) hotel properties located in Texas (4 properties), Georgia (3 properties), Colorado (3 properties), Arizona (2 properties), Illinois (2 properties), Washington (2 properties), Oregon (1 property), Nevada (1 property), and Virginia (1 property), each executed by Verimark Resort Properties LLC in favor of Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties), and recorded in the applicable county recording offices in each such state.

(c) First-Priority Lien Status. All Mortgage Instruments described above grant Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties) a first-priority lien on the respective Mortgaged Properties, pari passu with the liens securing the existing $400,000,000 revolving credit facility (the "Revolving Credit Facility") pursuant to the terms of the Amended and Restated Intercreditor Agreement dated as of July 21, 2022, by and among Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent under the Credit Agreement), Crescent Harbor Bank, N.A. (as Administrative Agent under the Revolving Credit Facility), and the Loan Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time. The liens created by the Mortgage Instruments are subject only to Permitted Encumbrances (as defined in the Credit Agreement).

(d) Aggregate Appraised Value. The aggregate appraised value of the forty-two (42) Mortgaged Properties is approximately $2,180,000,000, based on the appraisals delivered to the Administrative Agent in connection with the closing of the Term Loan B Facility, each of which was prepared by qualified, independent MAI-certified appraisers in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Credit Agreement.

(e) Recording Confirmation Letters. Recording confirmation letters have been received from each applicable county recording office confirming the recording of each Mortgage Instrument, together with copies of the recorded instruments bearing the applicable recording stamps, document numbers, and recording dates. Copies of all such recording confirmation letters are included in the deliverables set forth on Schedule A.

Section 4. Certification Regarding Title Insurance Policies

VHG hereby certifies and confirms as follows with respect to the title insurance policies delivered in connection with the Mortgaged Properties:

(a) Issuance of Policies. Mortgagee title insurance policies (the "Title Policies") and all required endorsements thereto have been issued by Continental Fidelity Title Company (1221 Brickell Avenue, Suite 900, Miami, FL 33131) for each of the forty-two (42) Mortgaged Properties. Each Title Policy has been issued in the applicable amount required under the Credit Agreement and the Post-Closing Letter Agreement.

(b) Named Insured. Each Title Policy names Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties) as the insured party thereunder.

(c) First-Priority Lien Confirmation. Each Title Policy confirms the first-priority lien status of the applicable Mortgage Instrument encumbering the applicable Mortgaged Property, subject only to Permitted Encumbrances as defined in the Credit Agreement. No Title Policy contains any exception to title coverage that is not a Permitted Encumbrance, and no Title Policy has been qualified, limited, or conditioned in a manner inconsistent with the requirements of the Credit Agreement.

(d) Required Endorsements. All required endorsements have been issued in connection with each Title Policy, including, as applicable to the jurisdiction and property type: (i) zoning endorsements (ALTA 3.1 or equivalent); (ii) survey endorsements (ALTA 25 or equivalent); (iii) access endorsements (ALTA 17 or equivalent); (iv) contiguity endorsements (ALTA 19 or equivalent); (v) creditors' rights endorsements; (vi) comprehensive endorsements; (vii) tax parcel endorsements; (viii) environmental protection lien endorsements; and (ix) such other endorsements as were specified in the title insurance endorsement instructions delivered to Continental Fidelity Title Company in July 2022 by counsel to the Administrative Agent. All such endorsements have been issued in form and substance satisfactory to the Administrative Agent and its counsel.

Section 5. Certification Regarding Updated Surveys

VHG hereby certifies and confirms as follows with respect to the surveys delivered in connection with the Mortgaged Properties:

(a) Delivery of Surveys. Updated ALTA/NSPS land title surveys (the "Surveys") have been prepared and delivered for each of the forty-two (42) Mortgaged Properties in accordance with the requirements of the Credit Agreement and the Post-Closing Letter Agreement.

(b) Certifications. Each Survey has been certified to: (i) Verimark Hospitality Group Inc.; (ii) the applicable Loan Party that owns the Mortgaged Property; (iii) Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent for the benefit of the Secured Parties); (iv) Continental Fidelity Title Company; and (v) Calderwood & Harkness LLP, as counsel to the Borrower.

(c) Compliance with Standards. Each Survey complies with the 2021 ALTA/NSPS Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, as adopted and last amended by the American Land Title Association and the National Society of Professional Surveyors, and includes all optional Table A items required under the Credit Agreement and the Post-Closing Letter Agreement.

(d) No Material Exceptions or Encroachments. No material survey exceptions or encroachments have been identified by any Survey that are not reflected in the applicable Title Policy as Permitted Encumbrances. Each Survey has been reviewed by counsel to the Administrative Agent, and no objections or exceptions have been raised with respect to any matters shown thereon.

Section 6. Certification Regarding Flood Certifications

VHG hereby certifies and confirms as follows with respect to flood zone determinations and related insurance:

(a) Flood Zone Determinations. Flood zone determinations and certifications (the "Flood Certifications") have been obtained and delivered for each of the forty-two (42) Mortgaged Properties, in accordance with the requirements of the Credit Agreement, the National Flood Insurance Act of 1968 (as amended), the Flood Disaster Protection Act of 1973 (as amended), and the Biggert-Waters Flood Insurance Reform Act of 2012 (as amended). Each Flood Certification has been prepared by a qualified flood determination company and identifies the applicable flood zone designation for each Mortgaged Property as established by the Federal Emergency Management Agency (FEMA).

(b) Flood Insurance. For any Mortgaged Property located in a special flood hazard area (Zone A or Zone V, or any subzone thereof, as designated on the applicable FEMA Flood Insurance Rate Map), flood insurance has been obtained in the amounts and on the terms required under the Credit Agreement, including compliance with the insurance requirements set forth in Section 6.07 of the Credit Agreement. All such flood insurance policies name Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties) as loss payee, as its interest may appear, and evidence of such insurance has been delivered to the Administrative Agent.

Section 7. Certification Regarding Lien Releases on Former Greystone Collateral

VHG hereby certifies and confirms as follows with respect to the release of liens and security interests previously granted in favor of Greystone Federal Credit Corp. and its agents in connection with the Prior Facility:

(a) Release of Greystone Mortgages. In connection with the payoff and discharge of the Prior Facility on July 21, 2022, all existing mortgages, deeds of trust, assignments of leases and rents, and security agreements previously granted in favor of Greystone Federal Credit Corp. (as administrative agent under the Prior Facility) encumbering the Mortgaged Properties have been released in full, and satisfaction and discharge documents (including, as applicable, satisfactions of mortgage, reconveyances of deeds of trust, releases, and discharges) have been duly executed by Greystone Federal Credit Corp. and recorded in each applicable county recording office. Copies of the recorded release documents, together with recording confirmation letters from the applicable county recording offices, have been delivered to the Administrative Agent.

(b) UCC-3 Termination Statements. UCC-3 termination statements terminating all UCC-1 financing statements previously filed by or on behalf of Greystone Federal Credit Corp. in connection with the Prior Facility have been prepared and filed in each applicable jurisdiction, including the Secretaries of State of the States of Delaware, Florida, New York, California, Texas, Georgia, Colorado, Arizona, Illinois, Washington, Oregon, Nevada, and Virginia, as applicable. Such termination statements were filed pursuant to: (i) the Lien Release and Termination Authorization dated July 21, 2022, executed by Greystone Federal Credit Corp.; and (ii) the Confirmation of Payoff and Release Letter dated July 22, 2022, delivered by Marion Stillwell, Vice President, Agency Services, Greystone Federal Credit Corp. (the "Greystone Release Letter"). Copies of the filed UCC-3 termination statements and confirmation of filing have been delivered to the Administrative Agent.

(c) Clean Collateral Status. As a result of the foregoing, the Mortgaged Properties and all other Collateral previously subject to the liens and security interests of Greystone Federal Credit Corp. are now subject only to: (i) the liens and security interests in favor of Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties) under the Credit Agreement and the related Loan Documents securing the Term Loan B Facility; (ii) the liens and security interests securing the $400,000,000 Revolving Credit Facility, which liens are pari passu with the liens securing the Term Loan B Facility pursuant to the Amended and Restated Intercreditor Agreement; and (iii) Permitted Encumbrances.

Section 8. Additional Post-Closing Items Delivered

In addition to the items described in Sections 3 through 7 above, VHG certifies that the following additional post-closing items required under the Post-Closing Letter Agreement have been delivered to the Administrative Agent (or its counsel) on or before the Post-Closing Deadline:

(a) Local Counsel Opinions. Local counsel opinion letters have been delivered for each jurisdiction requiring the same in connection with the recording or enforcement of the Mortgage Instruments. Such opinion letters address, as applicable: (i) the due authorization, execution, and delivery of the Mortgage Instruments by the applicable Loan Parties; (ii) the enforceability of the Mortgage Instruments under the laws of the applicable jurisdiction; (iii) the validity of the liens created by the Mortgage Instruments; and (iv) such other matters as were required by the Administrative Agent and its counsel. Local counsel opinion letters were delivered by qualified local counsel in each of the twelve (12) states in which the Mortgaged Properties are located.

(b) Evidence of Payment of Recording Taxes and Transfer Taxes. Evidence of the payment of all mortgage recording taxes, intangible taxes, documentary stamp taxes, transfer taxes, and similar taxes, fees, and charges payable in connection with the recording of the Mortgage Instruments has been delivered to the Administrative Agent for each applicable jurisdiction. Such evidence includes receipts, cancelled checks, wire transfer confirmations, and/or recording office tax stamps, as applicable. All such taxes have been paid in full and no amounts remain outstanding.

(c) Updated Insurance Certificates. Updated certificates of insurance have been delivered to the Administrative Agent reflecting the new Mortgage Instruments and the replacement of Greystone Federal Credit Corp. with Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties) as mortgagee and loss payee on all property, casualty, and liability insurance policies required under the Credit Agreement with respect to the Mortgaged Properties. Such certificates confirm that all insurance coverages comply with the requirements of Section 6.07 of the Credit Agreement and that Crescent Harbor Bank, N.A. (as Collateral Agent) has been named as: (i) mortgagee and loss payee under all property insurance policies; and (ii) additional insured under all liability insurance policies, in each case, as its interest may appear.

Section 9. Schedule A — Itemized List of Post-Closing Deliverables

A detailed itemized list of all post-closing deliverables, organized by state and property, is set forth on Schedule A attached hereto and incorporated herein by reference. Schedule A identifies each post-closing item delivered, the date of delivery, and confirmation of receipt by the Administrative Agent or its counsel, Whitfield Gage & Partridge LLP. The categories of deliverables set forth on Schedule A are as follows:

1. Recorded Mortgages / Deeds of Trust. Forty-two (42) Mortgage Instruments recorded across twelve (12) states, together with recording reference numbers, recording dates, and the applicable county recording offices, distributed as follows: Florida — 12 instruments; New York — 6 instruments; California — 5 instruments; Texas — 4 instruments; Georgia — 3 instruments; Colorado — 3 instruments; Arizona — 2 instruments; Illinois — 2 instruments; Washington — 2 instruments; Oregon — 1 instrument; Nevada — 1 instrument; Virginia — 1 instrument.

2. Mortgagee Title Insurance Policies. Forty-two (42) mortgagee title insurance policies issued by Continental Fidelity Title Company, one for each Mortgaged Property, together with the policy number, insured amount, effective date, and confirmation of delivery.

3. Title Insurance Endorsements. All required title insurance endorsements for each Mortgaged Property, as specified per property and per jurisdiction, including zoning, survey, access, contiguity, creditors' rights, and other endorsements, with endorsement numbers and effective dates.

4. Updated ALTA/NSPS Surveys. Forty-two (42) updated ALTA/NSPS land title surveys, one for each Mortgaged Property, together with the surveyor's name, certification date, and job number.

5. Flood Zone Certifications. Forty-two (42) flood zone determination certificates, one for each Mortgaged Property, together with the flood zone designation, determination company, certificate number, and date.

6. Mortgage Recording Confirmation Letters. Recording confirmation letters received from each applicable county recording office confirming the recording of the Mortgage Instruments, with recording dates and document numbers.

7. Greystone Mortgage Releases / Satisfaction Documents. Satisfaction of mortgage, reconveyance, release, and discharge documents executed by Greystone Federal Credit Corp. and recorded in each applicable county recording office, together with recording reference numbers and recording dates, as well as copies of the Lien Release and Termination Authorization dated July 21, 2022 and the Greystone Release Letter dated July 22, 2022.

8. Local Counsel Opinions. Local counsel opinion letters delivered for each jurisdiction requiring the same, with the name and address of local counsel, the date of the opinion, and the subjects addressed.

9. Evidence of Tax Payments. Evidence of payment of all mortgage recording taxes, intangible taxes, documentary stamp taxes, transfer taxes, and similar charges in each applicable jurisdiction, including the amount paid, the payee, and the form of evidence (receipt, wire confirmation, recording stamp, etc.).

Schedule A is attached hereto as a separate exhibit and has been delivered to the Administrative Agent contemporaneously with this Certificate. The Administrative Agent and its counsel have confirmed receipt of each item listed on Schedule A.

Section 10. Representations

In connection with the delivery of this Certificate, Verimark Hospitality Group Inc. hereby represents and warrants to the Administrative Agent, the Collateral Agent, and the Lenders as follows:

(a) Compliance with Post-Closing Letter Agreement and Credit Agreement. All post-closing items have been delivered in compliance with the terms and conditions of the Post-Closing Letter Agreement and the Credit Agreement, including all applicable schedules, exhibits, and annexes thereto. No post-closing item remains undelivered, and no condition to the satisfaction of VHG's post-closing obligations under the Post-Closing Letter Agreement remains unfulfilled.

(b) No Default. No Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing under the Credit Agreement as of the date hereof, and no event or condition exists that, with the giving of notice, the lapse of time, or both, would constitute a Default or Event of Default under the Credit Agreement.

(c) Representations and Warranties. The representations and warranties of VHG and each Guarantor set forth in Article V of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects (or in all respects, as applicable) as of such earlier date.

(d) No Material Adverse Effect. No Material Adverse Effect (as defined in the Credit Agreement) has occurred since the Closing Date. Since July 21, 2022, there has been no event, circumstance, development, change, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on (i) the business, operations, assets, properties, liabilities, financial condition, or results of operations of VHG and its Subsidiaries taken as a whole, (ii) the ability of VHG or any Guarantor to perform its obligations under the Credit Agreement or any other Loan Document, or (iii) the validity or enforceability of the Credit Agreement or any other Loan Document, or the rights and remedies of the Administrative Agent, the Collateral Agent, or any Lender thereunder.

Section 11. Governing Law

This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

[Remainder of page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO POST-CLOSING COMPLETION CERTIFICATE

IN WITNESS WHEREOF, the undersigned has executed this Post-Closing Completion Certificate as of the date first written above.

VERIMARK HOSPITALITY GROUP INC.

By: ________

Name: Priya Narayanan

Title: General Counsel & Corporate Secretary

Date: August 5, 2022

DISTRIBUTION / COPY RECIPIENTS:

Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent)

Attention: Theodore "Ted" Marchetti, Managing Director, Leveraged Finance; and Anika Holm, Director, Loan Syndications

600 Lexington Avenue, 34th Floor New York, NY 10022

Whitfield Gage & Partridge LLP (Agent's Counsel)

Attention: Harrison Whitfield III; Megan Yeung

383 Madison Avenue, 28th Floor New York, NY 10179

Calderwood & Harkness LLP (Borrower's Counsel)

Attention: Ian Blackwood; Sophie Tremblay

One Liberty Plaza, 52nd Floor New York, NY 10006

Continental Fidelity Title Company 1221 Brickell Avenue, Suite 900 Miami, FL 33131

State	Number of Properties	Property Owner
Florida	12	Palmetto Beachfront Hotels LLC
New York	6	Verimark Resort Properties LLC
California	5	Verimark Resort Properties LLC
Texas	4	Verimark Resort Properties LLC
Georgia	3	Verimark Resort Properties LLC
Colorado	3	Verimark Resort Properties LLC
Arizona	2	Verimark Resort Properties LLC
Illinois	2	Verimark Resort Properties LLC
Washington	2	Verimark Resort Properties LLC
Oregon	1	Verimark Resort Properties LLC
Nevada	1	Verimark Resort Properties LLC
Virginia	1	Verimark Resort Properties LLC
Total	42

POST-CLOSING COMPLETION CERTIFICATE
August 5, 2022
Delivered pursuant to Section 5.14 of the Post-Closing Letter Agreement dated July 21, 2022 (the "Post-Closing Letter Agreement"), between Verimark Hospitality Group Inc., a Delaware corporation ("VHG" or the "Borrower"), having its principal offices at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433, and Crescent Harbor Bank, N.A., a national banking association ("Crescent Harbor"), in its capacity as Administrative Agent and Collateral Agent, having its offices at 600 Lexington Avenue, 34th Floor, New York, NY 10022.
Reference is made to that certain Credit Agreement dated as of July 21, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Verimark Hospitality Group Inc. (as Borrower), the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent), and the Lenders party thereto from time to time, providing for, among other things, a $700,000,000 Senior Secured Term Loan B Facility (the "Term Loan B Facility").
Addressed to:
Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent) 600 Lexington Avenue, 34th Floor New York, NY 10022
and
The Lenders party to the Credit Agreement
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement or the Post-Closing Letter Agreement, as applicable. In the event of any conflict between the definitions set forth in the Credit Agreement and those set forth in the Post-Closing Letter Agreement, the definitions in the Credit Agreement shall control.
Section 1. Recitals
WHEREAS, the Credit Agreement was entered into as of July 21, 2022, among VHG (as Borrower), the Guarantors party thereto, Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent for the benefit of the Secured Parties), and the Lenders party thereto, pursuant to which the Lenders agreed to extend credit to VHG in the form of the Term Loan B Facility in an aggregate principal amount of $700,000,000;
WHEREAS, the $700,000,000 Term Loan B was funded in full on the Closing Date (July 21, 2022) in accordance with the terms and conditions of the Credit Agreement, and the proceeds thereof were made available to VHG on such date;
WHEREAS, simultaneously with the funding of the Term Loan B Facility on the Closing Date, a portion of the proceeds was used to refinance in full the existing $625,000,000 Term Loan B facility (the "Prior Facility") for which Greystone Federal Credit Corp. served as administrative agent, which Prior Facility was originally closed on February 14, 2020. As of the Closing Date, the outstanding principal balance under the Prior Facility was $621,875,000, and after giving effect to accrued and unpaid interest through the payoff date and the applicable prepayment premium, the total payoff amount was approximately $627,916,667, all of which was paid in full on July 21, 2022 in accordance with the Payoff Letter dated July 19, 2022 delivered by Greystone Federal Credit Corp.;
WHEREAS, in connection with the closing of the Term Loan B Facility, VHG and Crescent Harbor entered into the Post-Closing Letter Agreement dated July 21, 2022, which required the delivery of certain post-closing items, including recorded mortgages, title insurance policies, updated surveys, flood certifications, lien releases, local counsel opinions, and other deliverables, on or before August 5, 2022 (the "Post-Closing Deadline"); and
WHEREAS, VHG is delivering this Post-Closing Completion Certificate (this "Certificate") to confirm the timely completion and delivery of all post-closing items required under the Post-Closing Letter Agreement on or before the Post-Closing Deadline, and to provide the certifications, representations, and warranties set forth herein.
Section 2. Certification of Completion
The undersigned, Priya Narayanan, in her capacity as General Counsel & Corporate Secretary of Verimark Hospitality Group Inc., hereby certifies, on behalf of VHG and each Guarantor party to the Credit Agreement and the related Loan Documents, that all post-closing deliverables required under the Post-Closing Letter Agreement have been delivered to the Administrative Agent (or to its counsel, Whitfield Gage & Partridge LLP, on behalf of the Administrative Agent) on or before August 5, 2022, the Post-Closing Deadline.
Each item listed in Schedule A attached hereto (which Schedule A is incorporated herein by reference and made a part hereof) has been delivered in form and substance satisfactory to the Administrative Agent (or its counsel, Whitfield Gage & Partridge LLP, 383 Madison Avenue, 28th Floor, New York, NY 10179). The Administrative Agent (through its counsel) has confirmed receipt of each such item and has not raised any objection with respect to the form or substance of any such deliverable as of the date hereof.
No post-closing items remain outstanding as of the date of this Certificate, and VHG is not aware of any deficiency or omission with respect to any item required to be delivered under the Post-Closing Letter Agreement.
Section 3. Certification Regarding Recorded Mortgages
VHG hereby certifies and confirms as follows with respect to the recorded mortgage instruments constituting part of the Collateral securing the obligations under the Credit Agreement:
(a) Execution, Delivery, and Recording. Mortgages, deeds of trust, assignments of leases and rents, and security agreements (collectively, the "Mortgage Instruments") have been duly executed by the applicable Loan Parties, delivered to the Administrative Agent, and recorded (or, where applicable, filed) in the appropriate county recording offices in all twelve (12) states in which the forty-two (42) mortgaged hotel properties (collectively, the "Mortgaged Properties") are located. The Mortgaged Properties are distributed among such states as follows:
(b) Key Mortgage Instruments. Without limiting the generality of the foregoing, VHG specifically confirms the recording of the following key Mortgage Instruments:
(i) Florida Coastal Resort Properties. That certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, executed by Palmetto Beachfront Hotels LLC, a Delaware limited liability company and wholly-owned subsidiary of VHG, in favor of Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties), covering the twelve (12) Florida coastal resort properties owned by Palmetto Beachfront Hotels LLC, recorded in the official records of the applicable counties in the State of Florida, including Palm Beach County, Broward County, Miami-Dade County, Lee County, Collier County, Pinellas County, and Volusia County, as applicable;
(ii) New York Hotel Properties. That certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, executed by Verimark Resort Properties LLC, a Delaware limited liability company and wholly-owned subsidiary of VHG, in favor of Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties), covering the six (6) New York hotel properties owned by Verimark Resort Properties LLC, recorded in the applicable county clerk's offices in the State of New York, including the New York County Clerk's Office, the Kings County Clerk's Office, and the Westchester County Clerk's Office, as applicable;
(iii) California Hotel Properties. That certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, executed by Verimark Resort Properties LLC, as trustor, in favor of Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties), as beneficiary, in deed of trust form as required under the laws of the State of California, covering the five (5) California hotel properties owned by Verimark Resort Properties LLC, recorded in the official records of the applicable counties in the State of California, including Los Angeles County, San Francisco County, San Diego County, and Orange County, as applicable; and
(iv) Remaining Properties. Mortgages, deeds of trust, assignments of leases and rents, security agreements, and fixture filings (in the form required under the laws of each applicable jurisdiction) covering the remaining nineteen (19) hotel properties located in Texas (4 properties), Georgia (3 properties), Colorado (3 properties), Arizona (2 properties), Illinois (2 properties), Washington (2 properties), Oregon (1 property), Nevada (1 property), and Virginia (1 property), each executed by Verimark Resort Properties LLC in favor of Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties), and recorded in the applicable county recording offices in each such state.
(c) First-Priority Lien Status. All Mortgage Instruments described above grant Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties) a first-priority lien on the respective Mortgaged Properties, pari passu with the liens securing the existing $400,000,000 revolving credit facility (the "Revolving Credit Facility") pursuant to the terms of the Amended and Restated Intercreditor Agreement dated as of July 21, 2022, by and among Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent under the Credit Agreement), Crescent Harbor Bank, N.A. (as Administrative Agent under the Revolving Credit Facility), and the Loan Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time. The liens created by the Mortgage Instruments are subject only to Permitted Encumbrances (as defined in the Credit Agreement).
(d) Aggregate Appraised Value. The aggregate appraised value of the forty-two (42) Mortgaged Properties is approximately $2,180,000,000, based on the appraisals delivered to the Administrative Agent in connection with the closing of the Term Loan B Facility, each of which was prepared by qualified, independent MAI-certified appraisers in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Credit Agreement.
(e) Recording Confirmation Letters. Recording confirmation letters have been received from each applicable county recording office confirming the recording of each Mortgage Instrument, together with copies of the recorded instruments bearing the applicable recording stamps, document numbers, and recording dates. Copies of all such recording confirmation letters are included in the deliverables set forth on Schedule A.
Section 4. Certification Regarding Title Insurance Policies
VHG hereby certifies and confirms as follows with respect to the title insurance policies delivered in connection with the Mortgaged Properties:
(a) Issuance of Policies. Mortgagee title insurance policies (the "Title Policies") and all required endorsements thereto have been issued by Continental Fidelity Title Company (1221 Brickell Avenue, Suite 900, Miami, FL 33131) for each of the forty-two (42) Mortgaged Properties. Each Title Policy has been issued in the applicable amount required under the Credit Agreement and the Post-Closing Letter Agreement.
(b) Named Insured. Each Title Policy names Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties) as the insured party thereunder.
(c) First-Priority Lien Confirmation. Each Title Policy confirms the first-priority lien status of the applicable Mortgage Instrument encumbering the applicable Mortgaged Property, subject only to Permitted Encumbrances as defined in the Credit Agreement. No Title Policy contains any exception to title coverage that is not a Permitted Encumbrance, and no Title Policy has been qualified, limited, or conditioned in a manner inconsistent with the requirements of the Credit Agreement.
(d) Required Endorsements. All required endorsements have been issued in connection with each Title Policy, including, as applicable to the jurisdiction and property type: (i) zoning endorsements (ALTA 3.1 or equivalent); (ii) survey endorsements (ALTA 25 or equivalent); (iii) access endorsements (ALTA 17 or equivalent); (iv) contiguity endorsements (ALTA 19 or equivalent); (v) creditors' rights endorsements; (vi) comprehensive endorsements; (vii) tax parcel endorsements; (viii) environmental protection lien endorsements; and (ix) such other endorsements as were specified in the title insurance endorsement instructions delivered to Continental Fidelity Title Company in July 2022 by counsel to the Administrative Agent. All such endorsements have been issued in form and substance satisfactory to the Administrative Agent and its counsel.
Section 5. Certification Regarding Updated Surveys
VHG hereby certifies and confirms as follows with respect to the surveys delivered in connection with the Mortgaged Properties:
(a) Delivery of Surveys. Updated ALTA/NSPS land title surveys (the "Surveys") have been prepared and delivered for each of the forty-two (42) Mortgaged Properties in accordance with the requirements of the Credit Agreement and the Post-Closing Letter Agreement.
(b) Certifications. Each Survey has been certified to: (i) Verimark Hospitality Group Inc.; (ii) the applicable Loan Party that owns the Mortgaged Property; (iii) Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent for the benefit of the Secured Parties); (iv) Continental Fidelity Title Company; and (v) Calderwood & Harkness LLP, as counsel to the Borrower.
(c) Compliance with Standards. Each Survey complies with the 2021 ALTA/NSPS Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, as adopted and last amended by the American Land Title Association and the National Society of Professional Surveyors, and includes all optional Table A items required under the Credit Agreement and the Post-Closing Letter Agreement.
(d) No Material Exceptions or Encroachments. No material survey exceptions or encroachments have been identified by any Survey that are not reflected in the applicable Title Policy as Permitted Encumbrances. Each Survey has been reviewed by counsel to the Administrative Agent, and no objections or exceptions have been raised with respect to any matters shown thereon.
Section 6. Certification Regarding Flood Certifications
VHG hereby certifies and confirms as follows with respect to flood zone determinations and related insurance:
(a) Flood Zone Determinations. Flood zone determinations and certifications (the "Flood Certifications") have been obtained and delivered for each of the forty-two (42) Mortgaged Properties, in accordance with the requirements of the Credit Agreement, the National Flood Insurance Act of 1968 (as amended), the Flood Disaster Protection Act of 1973 (as amended), and the Biggert-Waters Flood Insurance Reform Act of 2012 (as amended). Each Flood Certification has been prepared by a qualified flood determination company and identifies the applicable flood zone designation for each Mortgaged Property as established by the Federal Emergency Management Agency (FEMA).
(b) Flood Insurance. For any Mortgaged Property located in a special flood hazard area (Zone A or Zone V, or any subzone thereof, as designated on the applicable FEMA Flood Insurance Rate Map), flood insurance has been obtained in the amounts and on the terms required under the Credit Agreement, including compliance with the insurance requirements set forth in Section 6.07 of the Credit Agreement. All such flood insurance policies name Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties) as loss payee, as its interest may appear, and evidence of such insurance has been delivered to the Administrative Agent.
Section 7. Certification Regarding Lien Releases on Former Greystone Collateral
VHG hereby certifies and confirms as follows with respect to the release of liens and security interests previously granted in favor of Greystone Federal Credit Corp. and its agents in connection with the Prior Facility:
(a) Release of Greystone Mortgages. In connection with the payoff and discharge of the Prior Facility on July 21, 2022, all existing mortgages, deeds of trust, assignments of leases and rents, and security agreements previously granted in favor of Greystone Federal Credit Corp. (as administrative agent under the Prior Facility) encumbering the Mortgaged Properties have been released in full, and satisfaction and discharge documents (including, as applicable, satisfactions of mortgage, reconveyances of deeds of trust, releases, and discharges) have been duly executed by Greystone Federal Credit Corp. and recorded in each applicable county recording office. Copies of the recorded release documents, together with recording confirmation letters from the applicable county recording offices, have been delivered to the Administrative Agent.
(b) UCC-3 Termination Statements. UCC-3 termination statements terminating all UCC-1 financing statements previously filed by or on behalf of Greystone Federal Credit Corp. in connection with the Prior Facility have been prepared and filed in each applicable jurisdiction, including the Secretaries of State of the States of Delaware, Florida, New York, California, Texas, Georgia, Colorado, Arizona, Illinois, Washington, Oregon, Nevada, and Virginia, as applicable. Such termination statements were filed pursuant to: (i) the Lien Release and Termination Authorization dated July 21, 2022, executed by Greystone Federal Credit Corp.; and (ii) the Confirmation of Payoff and Release Letter dated July 22, 2022, delivered by Marion Stillwell, Vice President, Agency Services, Greystone Federal Credit Corp. (the "Greystone Release Letter"). Copies of the filed UCC-3 termination statements and confirmation of filing have been delivered to the Administrative Agent.
(c) Clean Collateral Status. As a result of the foregoing, the Mortgaged Properties and all other Collateral previously subject to the liens and security interests of Greystone Federal Credit Corp. are now subject only to: (i) the liens and security interests in favor of Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties) under the Credit Agreement and the related Loan Documents securing the Term Loan B Facility; (ii) the liens and security interests securing the $400,000,000 Revolving Credit Facility, which liens are pari passu with the liens securing the Term Loan B Facility pursuant to the Amended and Restated Intercreditor Agreement; and (iii) Permitted Encumbrances.
Section 8. Additional Post-Closing Items Delivered
In addition to the items described in Sections 3 through 7 above, VHG certifies that the following additional post-closing items required under the Post-Closing Letter Agreement have been delivered to the Administrative Agent (or its counsel) on or before the Post-Closing Deadline:
(a) Local Counsel Opinions. Local counsel opinion letters have been delivered for each jurisdiction requiring the same in connection with the recording or enforcement of the Mortgage Instruments. Such opinion letters address, as applicable: (i) the due authorization, execution, and delivery of the Mortgage Instruments by the applicable Loan Parties; (ii) the enforceability of the Mortgage Instruments under the laws of the applicable jurisdiction; (iii) the validity of the liens created by the Mortgage Instruments; and (iv) such other matters as were required by the Administrative Agent and its counsel. Local counsel opinion letters were delivered by qualified local counsel in each of the twelve (12) states in which the Mortgaged Properties are located.
(b) Evidence of Payment of Recording Taxes and Transfer Taxes. Evidence of the payment of all mortgage recording taxes, intangible taxes, documentary stamp taxes, transfer taxes, and similar taxes, fees, and charges payable in connection with the recording of the Mortgage Instruments has been delivered to the Administrative Agent for each applicable jurisdiction. Such evidence includes receipts, cancelled checks, wire transfer confirmations, and/or recording office tax stamps, as applicable. All such taxes have been paid in full and no amounts remain outstanding.
(c) Updated Insurance Certificates. Updated certificates of insurance have been delivered to the Administrative Agent reflecting the new Mortgage Instruments and the replacement of Greystone Federal Credit Corp. with Crescent Harbor Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties) as mortgagee and loss payee on all property, casualty, and liability insurance policies required under the Credit Agreement with respect to the Mortgaged Properties. Such certificates confirm that all insurance coverages comply with the requirements of Section 6.07 of the Credit Agreement and that Crescent Harbor Bank, N.A. (as Collateral Agent) has been named as: (i) mortgagee and loss payee under all property insurance policies; and (ii) additional insured under all liability insurance policies, in each case, as its interest may appear.
Section 9. Schedule A — Itemized List of Post-Closing Deliverables
A detailed itemized list of all post-closing deliverables, organized by state and property, is set forth on Schedule A attached hereto and incorporated herein by reference. Schedule A identifies each post-closing item delivered, the date of delivery, and confirmation of receipt by the Administrative Agent or its counsel, Whitfield Gage & Partridge LLP. The categories of deliverables set forth on Schedule A are as follows:
1. Recorded Mortgages / Deeds of Trust. Forty-two (42) Mortgage Instruments recorded across twelve (12) states, together with recording reference numbers, recording dates, and the applicable county recording offices, distributed as follows: Florida — 12 instruments; New York — 6 instruments; California — 5 instruments; Texas — 4 instruments; Georgia — 3 instruments; Colorado — 3 instruments; Arizona — 2 instruments; Illinois — 2 instruments; Washington — 2 instruments; Oregon — 1 instrument; Nevada — 1 instrument; Virginia — 1 instrument.
2. Mortgagee Title Insurance Policies. Forty-two (42) mortgagee title insurance policies issued by Continental Fidelity Title Company, one for each Mortgaged Property, together with the policy number, insured amount, effective date, and confirmation of delivery.
3. Title Insurance Endorsements. All required title insurance endorsements for each Mortgaged Property, as specified per property and per jurisdiction, including zoning, survey, access, contiguity, creditors' rights, and other endorsements, with endorsement numbers and effective dates.
4. Updated ALTA/NSPS Surveys. Forty-two (42) updated ALTA/NSPS land title surveys, one for each Mortgaged Property, together with the surveyor's name, certification date, and job number.
5. Flood Zone Certifications. Forty-two (42) flood zone determination certificates, one for each Mortgaged Property, together with the flood zone designation, determination company, certificate number, and date.
6. Mortgage Recording Confirmation Letters. Recording confirmation letters received from each applicable county recording office confirming the recording of the Mortgage Instruments, with recording dates and document numbers.
7. Greystone Mortgage Releases / Satisfaction Documents. Satisfaction of mortgage, reconveyance, release, and discharge documents executed by Greystone Federal Credit Corp. and recorded in each applicable county recording office, together with recording reference numbers and recording dates, as well as copies of the Lien Release and Termination Authorization dated July 21, 2022 and the Greystone Release Letter dated July 22, 2022.
8. Local Counsel Opinions. Local counsel opinion letters delivered for each jurisdiction requiring the same, with the name and address of local counsel, the date of the opinion, and the subjects addressed.
9. Evidence of Tax Payments. Evidence of payment of all mortgage recording taxes, intangible taxes, documentary stamp taxes, transfer taxes, and similar charges in each applicable jurisdiction, including the amount paid, the payee, and the form of evidence (receipt, wire confirmation, recording stamp, etc.).
Schedule A is attached hereto as a separate exhibit and has been delivered to the Administrative Agent contemporaneously with this Certificate. The Administrative Agent and its counsel have confirmed receipt of each item listed on Schedule A.
Section 10. Representations
In connection with the delivery of this Certificate, Verimark Hospitality Group Inc. hereby represents and warrants to the Administrative Agent, the Collateral Agent, and the Lenders as follows:
(a) Compliance with Post-Closing Letter Agreement and Credit Agreement. All post-closing items have been delivered in compliance with the terms and conditions of the Post-Closing Letter Agreement and the Credit Agreement, including all applicable schedules, exhibits, and annexes thereto. No post-closing item remains undelivered, and no condition to the satisfaction of VHG's post-closing obligations under the Post-Closing Letter Agreement remains unfulfilled.
(b) No Default. No Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing under the Credit Agreement as of the date hereof, and no event or condition exists that, with the giving of notice, the lapse of time, or both, would constitute a Default or Event of Default under the Credit Agreement.
(c) Representations and Warranties. The representations and warranties of VHG and each Guarantor set forth in Article V of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects (or in all respects, as applicable) as of such earlier date.
(d) No Material Adverse Effect. No Material Adverse Effect (as defined in the Credit Agreement) has occurred since the Closing Date. Since July 21, 2022, there has been no event, circumstance, development, change, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on (i) the business, operations, assets, properties, liabilities, financial condition, or results of operations of VHG and its Subsidiaries taken as a whole, (ii) the ability of VHG or any Guarantor to perform its obligations under the Credit Agreement or any other Loan Document, or (iii) the validity or enforceability of the Credit Agreement or any other Loan Document, or the rights and remedies of the Administrative Agent, the Collateral Agent, or any Lender thereunder.
Section 11. Governing Law
This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
[Remainder of page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO POST-CLOSING COMPLETION CERTIFICATE
IN WITNESS WHEREOF, the undersigned has executed this Post-Closing Completion Certificate as of the date first written above.
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: Priya Narayanan
Title: General Counsel & Corporate Secretary
Date: August 5, 2022
DISTRIBUTION / COPY RECIPIENTS:
Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent)
Attention: Theodore "Ted" Marchetti, Managing Director, Leveraged Finance; and Anika Holm, Director, Loan Syndications
600 Lexington Avenue, 34th Floor New York, NY 10022
Whitfield Gage & Partridge LLP (Agent's Counsel)
Attention: Harrison Whitfield III; Megan Yeung
383 Madison Avenue, 28th Floor New York, NY 10179
Calderwood & Harkness LLP (Borrower's Counsel)
Attention: Ian Blackwood; Sophie Tremblay
One Liberty Plaza, 52nd Floor New York, NY 10006
Continental Fidelity Title Company 1221 Brickell Avenue, Suite 900 Miami, FL 33131
State | Number of Properties | Property Owner
Florida | 12 | Palmetto Beachfront Hotels LLC
New York | 6 | Verimark Resort Properties LLC
California | 5 | Verimark Resort Properties LLC
Texas | 4 | Verimark Resort Properties LLC
Georgia | 3 | Verimark Resort Properties LLC
Colorado | 3 | Verimark Resort Properties LLC
Arizona | 2 | Verimark Resort Properties LLC
Illinois | 2 | Verimark Resort Properties LLC
Washington | 2 | Verimark Resort Properties LLC
Oregon | 1 | Verimark Resort Properties LLC
Nevada | 1 | Verimark Resort Properties LLC
Virginia | 1 | Verimark Resort Properties LLC
Total | 42

POST-CLOSING COMPLETION CERTIFICATE

SIGNATURE PAGE TO POST-CLOSING COMPLETION CERTIFICATE

VERIMARK HOSPITALITY GROUP INC.

DISTRIBUTION / COPY RECIPIENTS:

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