Contract analysis

1. Request for Borrowing The Borrower hereby irrevocably requests a Borrowing of Term Loans under the Term Loan B Facility established pursuant to the Credit Agreement, on the following terms: (a) Type of Borrowing. Term Loan B under the Term Loan B Facility. (b) Aggregate Principal Amount Requested. $700,000,000 (Seven Hundred Million Dollars and 00/100), which represents the full and entire commitment amount availa

2. Proposed Borrowing Date The proposed Borrowing Date for the Term Loans requested hereby is July 21, 2022 (the "Borrowing Date"). The Borrowing Date constitutes the Closing Date under the Credit Agreement. The Borrower, the Administrative Agent, and the Lenders have agreed that the Credit Agreement shall be executed and delivered on a simultaneous sign-and-close basis, with the initial funding of the Term Loans occ

3. Interest Rate Election The Borrower hereby makes the following interest rate election with respect to the Term Loans requested hereby: (a) Type of Term Loan. Adjusted Term SOFR Loan. (b) Interest Period. One (1) month, commencing on the Borrowing Date (July 21, 2022) and ending on August 21, 2022 (or, if such date is not a Business Day, the next succeeding Business Day, unless such Business Day falls in the next c

4. Funds Flow / Disbursement Instructions The Borrower hereby directs the Administrative Agent to disburse the net proceeds of the Borrowing ($693,000,000, representing the aggregate principal amount of $700,000,000 less the OID of $7,000,000) in the following manner and in the following order of priority: (a) Payoff of Existing Term Loan B — Greystone Federal Credit Corp. Approximately $627,916,667 shall be remitted

5. Borrower Account Information The Borrower hereby directs that the remaining net proceeds of the Borrowing (approximately $60,483,333, subject to final reconciliation as described in Section 4 above) be credited by wire transfer of immediately available funds to the following account: The Borrower represents and warrants that the foregoing account is maintained in the name of the Borrower at a depository institutio

6. Representations and Certifications The Borrower hereby certifies, represents, and warrants to the Administrative Agent and each Lender that, as of the date hereof and as of the proposed Borrowing Date (July 21, 2022), each of the following statements is true and correct: (a) Representations and Warranties. Each of the representations and warranties made by the Borrower and each Guarantor in Article III of the Cred

7. Guarantors The Borrower hereby confirms that, as of the Borrowing Date, each of the following entities (collectively, the "Guarantors") has executed and delivered a Guaranty Agreement or joinder thereto in favor of the Administrative Agent for the benefit of the Secured Parties, and that each such guaranty is in full force and effect: Each of the foregoing Guarantors has unconditionally guaranteed the prompt and c

8. Post-Closing Items Acknowledgment The Borrower acknowledges and agrees that, as of the date hereof, certain post-closing deliverables remain outstanding and are to be delivered by the Borrower and the Guarantors to the Administrative Agent and the Collateral Agent on or before August 5, 2022 (or such later date as the Administrative Agent may agree in writing), in each case pursuant to and in accordance with the t

9. Execution; Authorized Officer This Borrowing Request has been duly authorized, executed, and delivered by the undersigned, who is an authorized officer of the Borrower duly empowered to execute and deliver this Borrowing Request on behalf of the Borrower pursuant to the resolutions of the Board of Directors of the Borrower adopted on June 28, 2022, copies of which have been delivered to the Administrative Agent as

10. Notice Information In accordance with Section 9.01 of the Credit Agreement, all notices, requests, demands, consents, and other communications relating to this Borrowing Request or the matters contemplated hereby shall be delivered as follows: If to the Borrower: Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, FL 33433 Attention: Glenn Fischbach, Treasurer Telephone: (561) 414

1. Exhibit A — Funds Flow Memorandum. Funds Flow Memorandum dated July 20, 2022, prepared by Calderwood & Harkness LLP on behalf of the Borrower, setting forth detailed disbursement instructions, wire instructions for each payee, and the allocation of proceeds of the Term Loans among the various recipients identified in Section 4 of this Borrowing Request. The Funds Flow Memorandum has been reviewed and approved by t

2. Exhibit B — Wire Instructions. Detailed wire transfer instructions for each payee identified in the Funds Flow Memorandum, including (a) Greystone Federal Credit Corp. (payoff of Existing Term Loan B), (b) Crescent Harbor Bank, N.A. (arrangement fee), (c) Meridian Strauss Advisory LLC (advisory fee), (d) Calderwood & Harkness LLP and other professional service providers (legal and closing costs), and (e) Verimark