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Contract analysis / payoff-release-confirmation-letter.docx
payoff-release-confirmation-letter.docx
1021-00001 · 8 clauses
High · 3 Medium · 2 Standard · 2
1. Introductory Recitals Standard
⚑ Commercial term
1. Introductory Recitals Reference is hereby made to that certain Credit Agreement dated as of February 14, 2020 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), among Verimark Hospitality Group Inc., a corporation organized and existing under the laws of the State of Delaware ("VHG" or the "Borrower"), the Guarantors party theret
2. Confirmation of Receipt of Payoff Funds High
⚑ Indemnity / guarantee obligation
2. Confirmation of Receipt of Payoff Funds Greystone hereby confirms that on July 21, 2022 (the "Payoff Date"), Greystone received, via wire transfer of immediately available funds in United States Dollars to the accounts designated in the Payoff Letter, the aggregate payoff amount as set forth in the Payoff Letter, in full and final satisfaction of all outstanding obligations under the Existing Credit Agreement and
3. Discharge of Obligations High
⚑ Indemnity / guarantee obligation
3. Discharge of Obligations Greystone hereby confirms that, effective as of July 21, 2022, upon receipt of the payoff funds described in Section 2 above: (a) All obligations of VHG, in its capacity as Borrower under the Existing Credit Agreement, including without limitation all obligations in respect of principal, interest, fees, premiums, expenses, and other amounts payable under or in connection with the Existing
4. Release of Security Interests and Liens Medium
⚑ Assignment / subcontracting
4. Release of Security Interests and Liens Greystone, in its capacity as Collateral Agent under the Existing Credit Agreement and the related Security Documents, hereby confirms that, effective as of July 21, 2022, all security interests, liens, mortgages, deeds of trust, security deeds, pledges, assignments, hypothecations, charges, and encumbrances of any kind or nature whatsoever (collectively, "Liens") granted by
5. Authorization to File Lien Terminations Medium
⚑ Assignment / subcontracting
5. Authorization to File Lien Terminations Greystone, in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement, hereby irrevocably authorizes and directs VHG and its counsel, Calderwood & Harkness LLP, to take the following actions to evidence the release and termination of all Liens previously granted in favor of Greystone under the Existing Credit Agreement and the related Se
6. No Further Obligations High
⚑ Indemnity / guarantee obligation
6. No Further Obligations Greystone hereby confirms that, following receipt of the aggregate payoff amount on the Payoff Date and the discharge described in Section 3 above, Greystone has no further claims, demands, actions, or causes of action against VHG or any Guarantor arising under or in connection with the Existing Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, or any other Loan D
7. Return and Cancellation of Promissory Notes
7. Return and Cancellation of Promissory Notes Any and all promissory notes issued by VHG in favor of any Lender under or in connection with the Existing Credit Agreement are hereby deemed cancelled, terminated, and of no further force or effect, and shall not evidence any obligation of VHG to any Lender. Any original promissory notes that are currently in the possession or control of Greystone (as Administrative Age
8. Miscellaneous Standard
⚑ Commercial term
8. Miscellaneous This letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall apply). This letter is being delivered for the benefit of, and may be relied upon by, V