Contract analysis

1. Recitals and Background Reference is hereby made to the Term Loan B Credit Agreement, dated as of February 14, 2020 (as amended, restated, supplemented, or otherwise modified prior to the date hereof, the "Existing Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower" or "VHG"), the Guarantors party thereto (as defined below), Greystone Federal Credit Corp., a New York c

2. Authorization and Direction — UCC-3 Termination Statements Greystone, in its capacity as Collateral Agent under the Existing Credit Agreement, hereby authorizes and directs VHG and its counsel, Calderwood & Harkness LLP, to prepare, execute (to the extent that Greystone's execution is required under applicable law), and file UCC-3 financing statement amendments in the form of termination statements (each, a "UCC-3

3. Authorization and Direction — Mortgage Releases and Discharges Greystone, in its capacity as Collateral Agent under the Existing Credit Agreement, hereby authorizes and directs the release and discharge of all mortgages, deeds of trust, assignments of leases and rents, and other real property security instruments (each, a "Mortgage Instrument" and, collectively, the "Mortgage Instruments") granted in favor of Grey

4. Authorization and Direction — Release of Pledged Equity Interests and Personal Property Greystone, in its capacity as Collateral Agent under the Existing Credit Agreement, hereby authorizes and directs the release of all pledged equity interests previously delivered to and held by Greystone under the Pledge and Security Agreement dated as of February 14, 2020, entered into in connection with the Existing Credit Ag

5. Authorization and Direction — IP Lien Releases Greystone, in its capacity as Collateral Agent under the Existing Credit Agreement, hereby authorizes VHG and Calderwood & Harkness LLP to prepare and file releases, terminations, or other appropriate instruments with respect to any and all notices of security interest, memoranda of security interest, or other filings recorded with the United States Patent and Tradema

6. Authorization and Direction — Other Lien Releases In addition to the specific authorizations set forth in Sections 2 through 5 above, Greystone, in its capacity as Collateral Agent under the Existing Credit Agreement, hereby authorizes and directs the release and termination of any and all other liens, security interests, pledges, charges, hypothecations, assignments, and encumbrances of every kind and nature, whe

7. Appointment of VHG and Calderwood & Harkness LLP as Authorized Agents Greystone hereby irrevocably appoints VHG and Calderwood & Harkness LLP (and their respective authorized officers, partners, associates, and representatives) as Greystone's true and lawful attorneys-in-fact, with full power and authority to execute, deliver, file, and record on Greystone's behalf any and all of the following documents and instru

8. Representations and Acknowledgments of Greystone Greystone hereby represents, warrants, and acknowledges as follows: (a) Payment in Full. Upon receipt of the payoff amount in full in immediately available funds on the date hereof, all Obligations (as defined in the Existing Credit Agreement) of VHG and the Guarantors under the Existing Credit Agreement and all related Loan Documents have been indefeasibly paid in

9. Indemnification VHG agrees to indemnify, defend, and hold harmless Greystone and its officers, directors, employees, agents, representatives, and affiliates (each, an "Indemnified Person") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements and costs of investigation

10. Miscellaneous Provisions Governing Law. This letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would require the application of the laws of any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, wh

11. Contact Information for Coordination All questions, coordination, and communications regarding the execution, preparation, filing, and recording of the lien release documents contemplated by this letter should be directed to the following contact persons: At Greystone Federal Credit Corp.: Marion Stillwell Vice President, Agency Services Greystone Federal Credit Corp. 200 Park Avenue South, 22nd Floor New York, N