Contract analysis

1. Introduction and Purpose of Notice Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), hereby delivers this notice (this "Termination Notice") to Greystone National Bank, N.A., in its capacity as Administrative Agent (the "Administrative Agent"), pursuant to, and in accordance with, the terms and conditions of the Amended and Restated Credit Agreement dated as of March 15, 2021 (as amended, r

2. Repayment in Full of All Obligations The Borrower hereby certifies that, concurrently with the delivery of this Termination Notice, the Borrower is making payment in full of all Obligations outstanding under the Credit Agreement, including, without limitation, all principal, accrued and unpaid interest, fees, premiums, expenses, and all other amounts owing by the Borrower to the Administrative Agent and the Lender

3. Termination of All Commitments Effective simultaneously upon receipt by the Administrative Agent of the Aggregate Payoff Amount referenced in Section 2 above, the Borrower hereby: (a) irrevocably terminates in their entirety all unused Revolving Credit Commitments under the Credit Agreement, which as of the date hereof are in the aggregate amount of One Hundred Fifty Million Dollars ($150,000,000), and directs tha

4. Termination of the Credit Agreement and Loan Documents Upon the indefeasible payment in full of all Obligations and the termination of all Commitments as described in Sections 2 and 3 above, the Borrower hereby provides notice that the Credit Agreement and all Loan Documents (as such term is defined in Section 1.01 of the Credit Agreement), including, without limitation, the Security Agreement, the Pledge Agreemen

5. Release of Security Interests and Liens In connection with the payment in full of the Obligations and the termination of the Credit Agreement and the Loan Documents as described herein, and in accordance with the terms and conditions of the Payoff Letter, the Borrower hereby requests that the Administrative Agent, promptly following its receipt and confirmation of the Aggregate Payoff Amount in immediately availab

6. Syndicate Lenders The Borrower acknowledges that the Lenders party to the Credit Agreement as of the date hereof include the following institutions: (a) Greystone National Bank, N.A.; (b) Harborview Lending Group; (c) Cascade Federal Bank; and (d) Meriden Commercial Finance LLC. The Borrower respectfully requests that the Administrative Agent promptly distribute a copy of this Termination Notice to each of the for

7. Source of Repayment Funds For informational purposes, the Borrower notes that the repayment in full of the Obligations under the Credit Agreement is being funded from the net cash proceeds received by the Borrower from the issuance and sale of Five Hundred Million Dollars ($500,000,000) aggregate principal amount of the Borrower's 8.250% Senior Notes due 2031 (the "Notes"). The Notes were issued on the date hereof

8. Representations and Warranties In connection with the delivery of this Termination Notice, the Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows: (a) Due Authorization. The execution, delivery, and performance of this Termination Notice and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Borrower, inclu

9. Miscellaneous Provisions This Termination Notice shall be governed by, and construed 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 another jurisdiction, consistent with the governing law provisions set forth in Section 10.09 of the Credit Agreement. This Termination Notice is irrevocable upon delivery to the Ad

1. Copy of Payoff Letter dated June 21, 2024, delivered by the Administrative Agent

2. Copy of Lien Release and Termination Request Letter dated June 24, 2024, delivered by the Borrower to the Administrative Agent Drafted by Calderwood & Harkness LLP Component | Amount Outstanding principal — Term Loan A | $280,142,819.16 Outstanding principal — Term Loan B | $187,200,000.00 Total outstanding principal | $467,342,819.16 Accrued and unpaid interest (estimated through June 25, 2024) | $4,207,180.84 Pr