1021-00001 · Verimark Hospitality Group · Payoff & Discharge

lien-release-termination-greystone.docx DOCUMENT Finance & Banking

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GREYSTONE FEDERAL CREDIT CORP. 200 Park Avenue South, 22nd Floor New York, New York 10003

July 21, 2022

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, Florida 33433

Attention: Priya Narayanan, General Counsel & Corporate Secretary

Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006

Attention: Ian Blackwood, Partner

Sophie Tremblay, Associate

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

Attention: Theodore ("Ted") Marchetti, Managing Director, Leveraged Finance

Re: Authorization and Direction to File UCC-3 Termination Statements, Mortgage Releases, and Other Lien Releases in Connection with the Payoff and Discharge of the Term Loan B Credit Agreement, dated as of February 14, 2020 (the "Existing Credit Agreement"), among Verimark Hospitality Group Inc. (as Borrower), the Guarantors party thereto, Greystone Federal Credit Corp. (as Administrative Agent and Collateral Agent), and the Lenders party thereto — $625,000,000 Senior Secured Term Loan B Facility; CUSIP: 92347LAA0

Ladies and Gentlemen:

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 corporation ("Greystone"), in its capacity as Administrative Agent and Collateral Agent, and the several banks, financial institutions, and other entities from time to time party thereto as Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Existing Credit Agreement.

The Existing Credit Agreement provided for a senior secured Term Loan B facility in the original aggregate principal amount of Six Hundred Twenty-Five Million Dollars ($625,000,000) (the "Existing Term Loan Facility"), the proceeds of which were used by VHG for the purposes set forth in the Existing Credit Agreement. The obligations of VHG under the Existing Credit Agreement were guaranteed by the following entities (collectively, the "Guarantors"):

(a) Verimark Resort Properties LLC, a Delaware limited liability company;

(b) VHG Management Services Inc., a Delaware corporation;

(d) Palmetto Beachfront Hotels LLC, a Florida limited liability company; and

(e) Cascadia Hospitality Corp., a Delaware corporation.

The Obligations under the Existing Credit Agreement were secured by liens on and security interests in substantially all of the assets of VHG and the Guarantors, including, without limitation, real property, personal property, equity interests, intellectual property, deposit accounts, and securities accounts, as more particularly described in the Guarantee and Collateral Agreement dated as of February 14, 2020, the Pledge and Security Agreement dated as of February 14, 2020, the various mortgages, deeds of trust, assignments of leases and rents, and other security instruments executed and delivered in connection with the Existing Credit Agreement (collectively, the "Security Documents").

VHG has entered into a new Credit Agreement dated as of July 21, 2022 (the "New Credit Agreement"), among VHG, as Borrower, the Guarantors, Crescent Harbor Bank, N.A. ("Crescent Harbor"), in its capacity as Administrative Agent and Collateral Agent, and the Lenders party thereto, which provides for a new senior secured Term Loan B facility in the aggregate principal amount of Seven Hundred Million Dollars ($700,000,000) (the "New Term Loan Facility"). VHG is using a portion of the proceeds from the New Term Loan Facility to refinance in full all outstanding Obligations under the Existing Credit Agreement.

In connection with such refinancing, Greystone received a payoff letter dated July 19, 2022 (the "Payoff Letter"), setting forth the total payoff amount necessary to discharge all Obligations under the Existing Credit Agreement in full. The total payoff amount set forth in the Payoff Letter is approximately Six Hundred Twenty-Seven Million Nine Hundred Sixteen Thousand Six Hundred Sixty-Seven Dollars ($627,916,667), calculated as follows:

(i) Outstanding principal of $621,875,000, reflecting the original $625,000,000 principal amount less $3,125,000 in scheduled amortization payments made prior to the payoff date;

(ii) Accrued and unpaid interest of approximately $2,916,667, calculated through and including the payoff date of July 21, 2022; and

(iii) A prepayment premium of $3,125,000, calculated as 0.50% of the original $625,000,000 principal amount of the Existing Term Loan Facility, as required by Section 2.11(a) of the Existing Credit Agreement.

Greystone hereby confirms that it received the full payoff amount on July 21, 2022, via wire transfer in immediately available funds, in accordance with the wire instructions specified in the Payoff Letter. The wire transfer was received and confirmed by Greystone's treasury operations department at approximately 10:42 a.m. (Eastern Time) on the date hereof.

Upon receipt of the payoff amount, 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 full in cash, and the commitments of the Lenders under the Existing Credit Agreement have been irrevocably terminated. Accordingly, the Existing Credit Agreement and all related Loan Documents (including, without limitation, the Guarantee and Collateral Agreement, the Pledge and Security Agreement, the mortgages, deeds of trust, assignments of leases and rents, deposit account control agreements, securities account control agreements, and all other Security Documents) are terminated in their entirety and are of no further force or effect. No further Obligations remain outstanding under the Existing Credit Agreement or any Loan Document related thereto.

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 Termination Statement") with respect to all UCC-1 financing statements (and any continuation statements or amendments thereto) previously filed by or on behalf of Greystone, as secured party, in connection with the Existing Credit Agreement and the Security Documents.

Without limiting the generality of the foregoing authorization, the UCC-1 financing statements to be terminated include the following:

(a) Delaware Secretary of State filings. All UCC-1 financing statements filed with the Secretary of State of the State of Delaware naming the following entities as debtors:

(i) Verimark Hospitality Group Inc. (EIN: 82-3741956; Delaware File Number: 7291843);

(ii) Verimark Resort Properties LLC;

(iii) VHG Management Services Inc.;

(iv) Verimark Convention Holdings LLC; and

(v) Cascadia Hospitality Corp.;

together with any and all amendments, continuation statements, and assignments of record relating thereto.

(b) Florida Secured Transaction Registry filings. The UCC-1 financing statement filed with the Florida Secured Transaction Registry naming Palmetto Beachfront Hotels LLC as debtor, together with any and all amendments, continuation statements, and assignments of record relating thereto.

(c) Other jurisdictional filings. Any and all other UCC-1 financing statements filed in any jurisdiction (including, without limitation, any fixture filings recorded in county recording offices) naming Greystone Federal Credit Corp. as secured party and any of VHG or the Guarantors as debtor in connection with the Existing Credit Agreement or any of the Security Documents.

A complete list of the UCC-1 financing statements to be terminated, including filing numbers, filing jurisdictions, debtor names, and original filing dates, is set forth on Schedule A attached hereto and incorporated herein by reference.

Greystone hereby authorizes the filing of the UCC-3 Termination Statements without further consent, approval, instruction, or action by Greystone, any Lender, or any other person or entity under the Existing Credit Agreement. No additional documentation, authorization letter, or confirmation from Greystone shall be required in order for VHG or Calderwood & Harkness LLP to file such UCC-3 Termination Statements. Greystone acknowledges and confirms that it has obtained any and all consents from the Lenders under the Existing Credit Agreement that are required under Section 9.02 of the Existing Credit Agreement (or any other applicable provision thereof) to authorize such terminations, and that such consents were conditioned solely upon receipt by Greystone of the payoff amount in full, which condition has been satisfied as of the date hereof.

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 Greystone under the Existing Credit Agreement and the related Security Documents.

The Mortgage Instruments to be released and discharged encumber a total of forty-two (42) hotel properties owned by Verimark Resort Properties LLC, Palmetto Beachfront Hotels LLC, and other Guarantor subsidiaries, located in the following twelve (12) states:

A complete list of such properties, together with legal descriptions, recording information (including recording references, book and page numbers, or document numbers, as applicable), and the county recording offices in which each Mortgage Instrument is recorded, is set forth on Schedule B attached hereto and incorporated herein by reference.

Greystone hereby authorizes VHG and Calderwood & Harkness LLP to prepare, and Greystone agrees to promptly execute and deliver (or, in the alternative, Greystone hereby authorizes VHG and its counsel to execute on Greystone's behalf, to the extent permitted by applicable law and to the extent required), the following instruments, as applicable for each jurisdiction:

(a) Mortgage release instruments and satisfactions of mortgage for properties located in mortgage theory states (including, without limitation, New York, Florida, Georgia, Illinois, and Virginia);

(b) Full reconveyances for properties located in deed of trust states (including, without limitation, California, Texas, Colorado, Arizona, Washington, Oregon, and Nevada); and

(c) Any other instruments, certificates, or documents necessary or desirable to release and discharge of record the liens and encumbrances on such real properties arising under the Mortgage Instruments, including, without limitation, releases of assignments of leases and rents and releases of any fixtures filings recorded in connection therewith.

Greystone agrees to cooperate promptly and in good faith in the recording of such release instruments in the applicable county recording offices, clerks' offices, or registers of deeds in each state and county in which any Mortgage Instrument has been recorded. Greystone shall use commercially reasonable efforts to execute and return any required release instruments within five (5) business days of receipt thereof from VHG or Calderwood & Harkness LLP. To the extent that any title insurance company, county recorder, or other third party requires additional documentation or affidavits from Greystone in connection with the release of any Mortgage Instrument, Greystone agrees to provide such documentation or affidavits promptly upon request.

All recording costs, title company fees, transfer taxes (if any), and other fees and expenses associated with the preparation, execution, and recording of such release instruments shall be borne solely by VHG.

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 Agreement (the "Pledge Agreement").

The pledged equity interests to be released include, without limitation:

(a) One hundred percent (100%) of the issued and outstanding equity interests in each direct domestic subsidiary of VHG, including:

(i) Verimark Resort Properties LLC;

(ii) VHG Management Services Inc.;

(iii) Verimark Convention Holdings LLC;

(iv) Palmetto Beachfront Hotels LLC; and

(v) Cascadia Hospitality Corp.; and

(b) Sixty-five percent (65%) of the issued and outstanding equity interests in any first-tier foreign subsidiaries of VHG, to the extent such equity interests were pledged under the Pledge Agreement.

A complete list of the pledged equity interests, including entity names, types of interests (e.g., limited liability company membership interests, shares of common stock), certificate numbers (if applicable), and related transfer powers, is set forth on Schedule D attached hereto and incorporated herein by reference.

Greystone shall deliver, or cause to be delivered, to VHG (or to such designee as VHG may specify in writing) all stock certificates, membership interest certificates, transfer powers (whether executed in blank or otherwise), and other instruments of transfer held by Greystone in connection with such pledged equity interests. Such delivery shall be made within five (5) business days of the date hereof by overnight courier to the address specified by VHG or its counsel, or by such other means as the parties may mutually agree.

In addition to the foregoing release of pledged equity interests, Greystone hereby releases all security interests in the personal property of VHG and the Guarantors granted under the Security Documents associated with the Existing Credit Agreement, including, without limitation, security interests in:

(a) accounts and accounts receivable;

(b) inventory;

(d) intellectual property (including trademarks, service marks, trade names, patents, copyrights, and associated goodwill);

(e) general intangibles (including payment intangibles and software);

(f) instruments and chattel paper;

(g) investment property;

(h) letter-of-credit rights;

(i) commercial tort claims;

(j) deposit accounts;

(k) securities accounts;

(l) supporting obligations; and

(m) proceeds and products of any of the foregoing.

Greystone confirms that, as of the date hereof and upon receipt of the payoff amount in full, Greystone holds no continuing security interest, lien, or encumbrance in or on any personal property of VHG or any Guarantor, and any such security interest, lien, or encumbrance is hereby released and terminated in its entirety.

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 Trademark Office (the "USPTO") and the United States Copyright Office (the "Copyright Office") in favor of Greystone covering registered trademarks, trademark applications, patents, patent applications, and copyrights of VHG and the Guarantors (collectively, the "IP Lien Filings").

A complete list of the IP Lien Filings, including USPTO and Copyright Office recording references, registration numbers, and descriptions of the covered intellectual property, is set forth on Schedule C attached hereto and incorporated herein by reference.

Greystone agrees to execute any and all instruments, releases, termination statements, or other documents reasonably required to effectuate the release and termination of the IP Lien Filings. Greystone shall use commercially reasonable efforts to execute and return any such instruments within five (5) business days of receipt thereof from VHG or Calderwood & Harkness LLP. To the extent that the USPTO or the Copyright Office requires any particular form of release instrument or any additional information from Greystone, Greystone agrees to provide such forms, information, or documentation promptly upon request.

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, whether arising under the Existing Credit Agreement, the Security Documents, or otherwise, granted in favor of Greystone or the Lenders under the Existing Credit Agreement, in any jurisdiction and with respect to any collateral of VHG or any Guarantor not specifically enumerated in the foregoing sections.

Without limiting the generality of the foregoing, this authorization includes the release and termination of:

(a) all deposit account control agreements entered into by VHG or any Guarantor with any depository bank in favor of Greystone in connection with the Existing Credit Agreement;

(b) all securities account control agreements entered into by VHG or any Guarantor with any securities intermediary in favor of Greystone in connection with the Existing Credit Agreement;

(c) all landlord waivers, landlord consents, and landlord access agreements obtained by Greystone in connection with the Existing Credit Agreement;

(d) all bailee letters and warehousemen's agreements obtained by Greystone in connection with the Existing Credit Agreement;

(e) all collateral access agreements and similar agreements; and

(f) any other agreements, instruments, or documents creating, evidencing, or perfecting a lien or security interest in favor of Greystone in connection with the Existing Credit Agreement.

Greystone hereby authorizes VHG and Calderwood & Harkness LLP to deliver notices of termination to the relevant counterparties under such agreements, advising them that the agreements are terminated and that such counterparties are released from any obligations to Greystone thereunder. Greystone agrees to execute any termination letters, releases, or other instruments reasonably required by such counterparties to confirm the termination of Greystone's rights under such agreements.

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 instruments:

(a) UCC-3 termination statements and financing statement amendments;

(b) mortgage release instruments, satisfactions of mortgage, and full reconveyances;

(d) IP lien releases, terminations of security interest filings, and similar instruments to be recorded with the USPTO and the Copyright Office;

(e) termination notices and releases relating to deposit account control agreements, securities account control agreements, landlord waivers, bailee letters, and other ancillary agreements;

(f) affidavits, certifications, and other supporting documents required by any filing office, recording office, governmental authority, or third party in connection with the foregoing; and

(g) any and all other documents and instruments necessary, desirable, or appropriate to release, terminate, and discharge of record each and every lien, security interest, pledge, charge, and encumbrance granted in favor of Greystone under or in connection with the Existing Credit Agreement and the Security Documents.

This appointment as attorney-in-fact is coupled with an interest and shall be irrevocable. The power of attorney granted herein shall not be affected by the subsequent dissolution, merger, consolidation, or reorganization of Greystone or by any other event or circumstance. VHG and Calderwood & Harkness LLP are authorized to act under this power of attorney without obtaining any further consent, approval, instruction, or confirmation from Greystone, any Lender under the Existing Credit Agreement, or any other person or entity.

Greystone agrees to ratify, confirm, and adopt any and all actions taken by VHG or Calderwood & Harkness LLP in good faith pursuant to this authorization and power of attorney, and Greystone agrees that it shall not challenge, contest, or seek to invalidate any such action so taken. Greystone further agrees that any third party (including, without limitation, any filing office, recording office, title insurance company, depository bank, or securities intermediary) shall be entitled to rely on this authorization and power of attorney as conclusive evidence of the authority of VHG and Calderwood & Harkness LLP to act on Greystone's behalf as described herein.

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 full in cash. No portion of the payoff amount is subject to avoidance, recovery, disgorgement, or clawback under any applicable law, including, without limitation, any applicable bankruptcy, insolvency, or fraudulent transfer law.

(b) No Further Amounts Owing. No further amounts of any kind or nature are owing by VHG or any Guarantor to Greystone, any Lender, or any other person or entity under the Existing Credit Agreement or any related Loan Document. Without limiting the foregoing, no indemnification obligations, expense reimbursement obligations, or other contingent or unliquidated obligations remain outstanding under the Existing Credit Agreement or any related Loan Document, except as may be expressly preserved by the terms of the Existing Credit Agreement following the termination thereof (and Greystone hereby confirms that no such surviving obligations exist as of the date hereof, other than any obligations that by their terms survive the termination of the Existing Credit Agreement and that are not dependent upon the existence of any continuing lien or security interest).

(c) Termination of Credit Agreement and Loan Documents. The Existing Credit Agreement and all related Loan Documents (including, without limitation, the Guarantee and Collateral Agreement, the Pledge Agreement, each Mortgage Instrument, each deposit account control agreement, each securities account control agreement, and all other Security Documents) are terminated in their entirety and are of no further force or effect.

(d) No Continuing Interest in Collateral. Greystone has no continuing right, title, interest, lien, security interest, claim, or encumbrance in, to, or on any collateral previously securing the Obligations under the Existing Credit Agreement, whether such collateral consists of real property, personal property, equity interests, intellectual property, deposit accounts, securities accounts, or any other asset of VHG or any Guarantor.

Greystone further acknowledges that Crescent Harbor Bank, N.A., in its capacity as Collateral Agent under the New Credit Agreement, will be taking and perfecting first-priority liens and security interests on substantially the same collateral package that previously secured the Obligations under the Existing Credit Agreement. Greystone acknowledges and agrees that its prompt cooperation in effectuating the releases, terminations, and discharges described in this letter is essential to the consummation of the refinancing contemplated by the New Credit Agreement and the establishment of Crescent Harbor's first-priority liens. Greystone agrees to act promptly and in good faith in fulfilling its obligations under this letter and to cooperate with VHG, Calderwood & Harkness LLP, and Crescent Harbor in all respects reasonably necessary to effectuate the transactions contemplated herein.

Greystone confirms that it has the full corporate power and authority to grant the authorizations set forth in this letter, to make the representations and warranties set forth herein, and to perform its obligations hereunder. The execution and delivery of this letter and the performance of Greystone's obligations hereunder have been duly authorized by all necessary corporate action on the part of Greystone, including, without limitation, any required approvals by Greystone's board of directors, credit committee, or other internal governing body. No further internal approvals, consents, or authorizations are required in connection herewith.

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) (collectively, "Losses") arising out of, relating to, or in connection with:

(a) the preparation, execution, filing, recording, or delivery of the UCC-3 Termination Statements, mortgage release instruments, reconveyances, satisfactions of mortgage, IP lien releases, termination notices, and any other lien release documents authorized pursuant to this letter;

(b) any error, inaccuracy, or omission in any such lien release document (other than errors, inaccuracies, or omissions resulting from information provided by Greystone);

(c) any claim by a third party arising out of or relating to the release or termination of any lien or security interest authorized herein; or

(d) any action taken by VHG or Calderwood & Harkness LLP pursuant to the power of attorney granted in Section 7 above;

provided, however, that the foregoing indemnification obligations shall not apply to the extent that any Losses are determined by a court of competent jurisdiction, in a final non-appealable judgment, to have resulted primarily from the gross negligence, bad faith, or willful misconduct of the Indemnified Person seeking indemnification. This indemnification obligation shall be in addition to, and not in limitation of, any other indemnification or contribution rights that Greystone or any Indemnified Person may have under applicable law or any other agreement.

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, which shall apply).

Counterparts. This letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this letter by facsimile or electronic transmission (including in .pdf format) shall be effective as delivery of a manually executed counterpart of this letter.

Entire Agreement. This letter, together with the Payoff Letter dated July 19, 2022, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, with respect to such subject matter.

Survival. The authorizations, appointments, representations, warranties, acknowledgments, and indemnification obligations set forth herein shall survive the execution and delivery of this letter and shall continue in full force and effect following the filing, recording, and delivery of the lien release documents contemplated herein. Without limiting the foregoing, the power of attorney granted in Section 7 and the indemnification obligations set forth in Section 9 shall survive indefinitely.

Notices. All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be sent to the parties at the addresses set forth in the heading of this letter (or to such other address as a party may designate by notice to the other parties in accordance with this provision). Notices shall be deemed given upon (a) personal delivery, (b) one (1) business day after deposit with a nationally recognized overnight courier service, or (c) upon transmission by electronic mail (with confirmation of receipt).

Amendments. This letter may not be amended, modified, or supplemented except by a written instrument executed by Greystone and VHG.

Severability. If any provision of this letter is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision hereof, and such invalid, illegal, or unenforceable provision shall be reformed to the minimum extent necessary to make it valid, legal, and enforceable.

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, New York 10003 Telephone: (212) 555-4100

Email: mstillwell@greystonefcc.com

At Calderwood & Harkness LLP:

Sophie Tremblay, Associate Daniel Obi, Associate Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Telephone: (212) 555-8700

Email: stremblay@calderwoodharkness.com; dobi@calderwoodharkness.com

At Verimark Hospitality Group Inc.:

Priya Narayanan General Counsel & Corporate Secretary Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, Florida 33433 Telephone: (561) 555-2200

Email: pnarayanan@verimarkhg.com

We trust that the foregoing accurately reflects the authorizations and directions of Greystone Federal Credit Corp. in connection with the payoff and discharge of the Existing Credit Agreement. Please do not hesitate to contact the undersigned or Marion Stillwell at the contact information set forth above if you have any questions or require any additional information.

[Signature Pages Follow]

SIGNATURE PAGE TO LIEN RELEASE AND TERMINATION AUTHORIZATION

Very truly yours,

GREYSTONE FEDERAL CREDIT CORP. as Administrative Agent and Collateral Agent under the Existing Credit Agreement

By: ________

Name: Marion Stillwell

Title: Vice President, Agency Services

Date: July 21, 2022

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned hereby acknowledges receipt of the foregoing Lien Release and Termination Authorization and accepts the authorizations, directions, representations, and other provisions set forth therein.

VERIMARK HOSPITALITY GROUP INC.

By: ________

Name: Priya Narayanan

Title: General Counsel & Corporate Secretary

Date: July 21, 2022

SCHEDULE A

List of UCC-1 Financing Statements to Be Terminated

The following UCC-1 financing statements (and all amendments, continuation statements, and assignments of record relating thereto) are authorized to be terminated by the filing of UCC-3 termination statements pursuant to Section 2 of the Lien Release and Termination Authorization:

Note: The foregoing list is not intended to be exhaustive. To the extent that any additional UCC-1 financing statements were filed in any jurisdiction naming Greystone Federal Credit Corp. as secured party and any of VHG or the Guarantors as debtor in connection with the Existing Credit Agreement, such filing is also authorized to be terminated. VHG and Calderwood & Harkness LLP are authorized to conduct UCC searches in all relevant jurisdictions and to file UCC-3 termination statements with respect to any additional filings so identified.

SCHEDULE B

List of Mortgages / Deeds of Trust to Be Released

The following mortgages, deeds of trust, assignments of leases and rents, and other real property security instruments are authorized to be released and discharged pursuant to Section 3 of the Lien Release and Termination Authorization. A complete property-by-property listing with legal descriptions and recording information will be provided by VHG and Calderwood & Harkness LLP in connection with the preparation of the individual release instruments.

Summary by State:

Note: Detailed recording references (including document numbers, book and page numbers, instrument numbers, and recording dates) for each Mortgage Instrument at each county recording office will be set forth in the individual release instruments prepared by Calderwood & Harkness LLP. VHG and Calderwood & Harkness LLP are authorized to obtain title searches and recording information as needed to identify all Mortgage Instruments of record.

SCHEDULE C

List of IP Security Interest Filings to Be Released

The following notices of security interest and other filings recorded with the U.S. Patent and Trademark Office and the U.S. Copyright Office in favor of Greystone Federal Credit Corp. are authorized to be released and terminated pursuant to Section 5 of the Lien Release and Termination Authorization:

USPTO Filings:

U.S. Copyright Office Filings:

Note: VHG and Calderwood & Harkness LLP are authorized to conduct searches of the USPTO and Copyright Office records to identify any additional IP security interest filings and to prepare and file releases with respect thereto.

SCHEDULE D

List of Pledged Equity Interests to Be Returned

The following pledged equity interests are to be released and returned to VHG (or its designee) pursuant to Section 4 of the Lien Release and Termination Authorization:

Transfer Powers and Other Instruments Held by Greystone:

• Irrevocable Stock Power executed in blank by VHG for Certificate No. CS-001 of VHG Management Services Inc.

• Irrevocable Stock Power executed in blank by VHG for Certificate No. CS-001 of Cascadia Hospitality Corp.

• Irrevocable Membership Interest Transfer Powers executed in blank by VHG for membership interests in Verimark Resort Properties LLC, Verimark Convention Holdings LLC, and (by Verimark Resort Properties LLC) for membership interests in Palmetto Beachfront Hotels LLC.

All such certificates, transfer powers, and related instruments shall be delivered by Greystone to VHG (or its designee) in accordance with Section 4 of the Lien Release and Termination Authorization.

End of Schedules

State	Number of Properties	Property Owner(s)
Florida	12	Verimark Resort Properties LLC; 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	Cascadia Hospitality Corp.
Oregon	1	Cascadia Hospitality Corp.
Nevada	1	Verimark Resort Properties LLC
Virginia	1	Verimark Resort Properties LLC
Total	42
No.	Debtor Name	Filing Jurisdiction	Filing Office	File Number	Original Filing Date
1.	Verimark Hospitality Group Inc.	Delaware	Secretary of State	7291843	February 14, 2020
2.	Verimark Resort Properties LLC	Delaware	Secretary of State	7291851	February 14, 2020
3.	VHG Management Services Inc.	Delaware	Secretary of State	7291867	February 14, 2020
4.	Verimark Convention Holdings LLC	Delaware	Secretary of State	7291874	February 14, 2020
5.	Cascadia Hospitality Corp.	Delaware	Secretary of State	7291889	February 14, 2020
6.	Palmetto Beachfront Hotels LLC	Florida	Florida Secured Transaction Registry	202000143892	February 18, 2020
State	No. of Properties	Property Owner(s)	County Recording Offices
Florida	12	Verimark Resort Properties LLC; Palmetto Beachfront Hotels LLC	Miami-Dade, Broward, Palm Beach, Orange, Hillsborough, Duval, and other applicable FL counties
New York	6	Verimark Resort Properties LLC	New York (Manhattan), Kings (Brooklyn), Westchester, Nassau, and other applicable NY counties
California	5	Verimark Resort Properties LLC	Los Angeles, San Francisco, San Diego, Orange, and Santa Clara counties

Texas	4	Verimark Resort Properties LLC	Harris, Dallas, Bexar, and Travis counties
Georgia	3	Verimark Resort Properties LLC	Fulton, DeKalb, and Chatham counties
Colorado	3	Verimark Resort Properties LLC	Denver, Eagle, and El Paso counties
Arizona	2	Verimark Resort Properties LLC	Maricopa and Pima counties
Illinois	2	Verimark Resort Properties LLC	Cook and DuPage counties
Washington	2	Cascadia Hospitality Corp.	King and Pierce counties
Oregon	1	Cascadia Hospitality Corp.	Multnomah County
Nevada	1	Verimark Resort Properties LLC	Clark County
Virginia	1	Verimark Resort Properties LLC	Fairfax County Circuit Court
Total	42
No.	Filing Type	Reel/Frame	Recording Date	IP Owner	Description
1.	Notice of Security Interest — Trademarks	Reel 5487 / Frame 0221	February 21, 2020	Verimark Hospitality Group Inc.	Covering all registered trademarks and pending trademark applications of VHG, including the VERIMARK, VERIMARK HOSPITALITY, and VERIMARK RESORTS marks
2.	Notice of Security Interest — Trademarks	Reel 5487 / Frame 0245	February 21, 2020	VHG Management Services Inc.	Covering all registered trademarks and pending trademark applications of VHG Management Services Inc.
3.	Notice of Security Interest — Patents	Reel 5487 / Frame 0268	February 21, 2020	Verimark Hospitality Group Inc.	Covering all registered patents and pending patent applications of VHG
No.	Filing Type	Document No.	Recording Date	IP Owner	Description
1.	Notice of Security Interest — Copyrights	V8892 D437 P114	February 24, 2020	Verimark Hospitality Group Inc.	Covering all registered copyrights of VHG
No.	Entity Name	Jurisdiction of Organization	Type of Equity Interest	Percentage Pledged	Certificate No. (if applicable)	Holder/Pledgor
1.	Verimark Resort Properties LLC	Delaware	Membership Interest	100%	N/A (uncertificated)	Verimark Hospitality Group Inc.
2.	VHG Management Services Inc.	Delaware	Common Stock	100%	CS-001	Verimark Hospitality Group Inc.
3.	Verimark Convention Holdings LLC	Delaware	Membership Interest	100%	N/A (uncertificated)	Verimark Hospitality Group Inc.
4.	Palmetto Beachfront Hotels LLC	Florida	Membership Interest	100%	N/A (uncertificated)	Verimark Resort Properties LLC
5.	Cascadia Hospitality Corp.	Delaware	Common Stock	100%	CS-001	Verimark Hospitality Group Inc.

GREYSTONE FEDERAL CREDIT CORP. 200 Park Avenue South, 22nd Floor New York, New York 10003
July 21, 2022
VIA ELECTRONIC MAIL AND OVERNIGHT COURIER
Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, Florida 33433
Attention: Priya Narayanan, General Counsel & Corporate Secretary
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006
Attention: Ian Blackwood, Partner
Sophie Tremblay, Associate
Crescent Harbor Bank, N.A. (as successor Administrative Agent and Collateral Agent) 600 Lexington Avenue, 34th Floor New York, New York 10022
Attention: Theodore ("Ted") Marchetti, Managing Director, Leveraged Finance
Re: Authorization and Direction to File UCC-3 Termination Statements, Mortgage Releases, and Other Lien Releases in Connection with the Payoff and Discharge of the Term Loan B Credit Agreement, dated as of February 14, 2020 (the "Existing Credit Agreement"), among Verimark Hospitality Group Inc. (as Borrower), the Guarantors party thereto, Greystone Federal Credit Corp. (as Administrative Agent and Collateral Agent), and the Lenders party thereto — $625,000,000 Senior Secured Term Loan B Facility; CUSIP: 92347LAA0
Ladies and Gentlemen:
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 corporation ("Greystone"), in its capacity as Administrative Agent and Collateral Agent, and the several banks, financial institutions, and other entities from time to time party thereto as Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Existing Credit Agreement.
The Existing Credit Agreement provided for a senior secured Term Loan B facility in the original aggregate principal amount of Six Hundred Twenty-Five Million Dollars ($625,000,000) (the "Existing Term Loan Facility"), the proceeds of which were used by VHG for the purposes set forth in the Existing Credit Agreement. The obligations of VHG under the Existing Credit Agreement were guaranteed by the following entities (collectively, the "Guarantors"):
(a) Verimark Resort Properties LLC, a Delaware limited liability company;
(b) VHG Management Services Inc., a Delaware corporation;
(c) Verimark Convention Holdings LLC, a Delaware limited liability company;
(d) Palmetto Beachfront Hotels LLC, a Florida limited liability company; and
(e) Cascadia Hospitality Corp., a Delaware corporation.
The Obligations under the Existing Credit Agreement were secured by liens on and security interests in substantially all of the assets of VHG and the Guarantors, including, without limitation, real property, personal property, equity interests, intellectual property, deposit accounts, and securities accounts, as more particularly described in the Guarantee and Collateral Agreement dated as of February 14, 2020, the Pledge and Security Agreement dated as of February 14, 2020, the various mortgages, deeds of trust, assignments of leases and rents, and other security instruments executed and delivered in connection with the Existing Credit Agreement (collectively, the "Security Documents").
VHG has entered into a new Credit Agreement dated as of July 21, 2022 (the "New Credit Agreement"), among VHG, as Borrower, the Guarantors, Crescent Harbor Bank, N.A. ("Crescent Harbor"), in its capacity as Administrative Agent and Collateral Agent, and the Lenders party thereto, which provides for a new senior secured Term Loan B facility in the aggregate principal amount of Seven Hundred Million Dollars ($700,000,000) (the "New Term Loan Facility"). VHG is using a portion of the proceeds from the New Term Loan Facility to refinance in full all outstanding Obligations under the Existing Credit Agreement.
In connection with such refinancing, Greystone received a payoff letter dated July 19, 2022 (the "Payoff Letter"), setting forth the total payoff amount necessary to discharge all Obligations under the Existing Credit Agreement in full. The total payoff amount set forth in the Payoff Letter is approximately Six Hundred Twenty-Seven Million Nine Hundred Sixteen Thousand Six Hundred Sixty-Seven Dollars ($627,916,667), calculated as follows:
(i) Outstanding principal of $621,875,000, reflecting the original $625,000,000 principal amount less $3,125,000 in scheduled amortization payments made prior to the payoff date;
(ii) Accrued and unpaid interest of approximately $2,916,667, calculated through and including the payoff date of July 21, 2022; and
(iii) A prepayment premium of $3,125,000, calculated as 0.50% of the original $625,000,000 principal amount of the Existing Term Loan Facility, as required by Section 2.11(a) of the Existing Credit Agreement.
Greystone hereby confirms that it received the full payoff amount on July 21, 2022, via wire transfer in immediately available funds, in accordance with the wire instructions specified in the Payoff Letter. The wire transfer was received and confirmed by Greystone's treasury operations department at approximately 10:42 a.m. (Eastern Time) on the date hereof.
Upon receipt of the payoff amount, 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 full in cash, and the commitments of the Lenders under the Existing Credit Agreement have been irrevocably terminated. Accordingly, the Existing Credit Agreement and all related Loan Documents (including, without limitation, the Guarantee and Collateral Agreement, the Pledge and Security Agreement, the mortgages, deeds of trust, assignments of leases and rents, deposit account control agreements, securities account control agreements, and all other Security Documents) are terminated in their entirety and are of no further force or effect. No further Obligations remain outstanding under the Existing Credit Agreement or any Loan Document related thereto.
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 Termination Statement") with respect to all UCC-1 financing statements (and any continuation statements or amendments thereto) previously filed by or on behalf of Greystone, as secured party, in connection with the Existing Credit Agreement and the Security Documents.
Without limiting the generality of the foregoing authorization, the UCC-1 financing statements to be terminated include the following:
(a) Delaware Secretary of State filings. All UCC-1 financing statements filed with the Secretary of State of the State of Delaware naming the following entities as debtors:
(i) Verimark Hospitality Group Inc. (EIN: 82-3741956; Delaware File Number: 7291843);
(ii) Verimark Resort Properties LLC;
(iii) VHG Management Services Inc.;
(iv) Verimark Convention Holdings LLC; and
(v) Cascadia Hospitality Corp.;
together with any and all amendments, continuation statements, and assignments of record relating thereto.
(b) Florida Secured Transaction Registry filings. The UCC-1 financing statement filed with the Florida Secured Transaction Registry naming Palmetto Beachfront Hotels LLC as debtor, together with any and all amendments, continuation statements, and assignments of record relating thereto.
(c) Other jurisdictional filings. Any and all other UCC-1 financing statements filed in any jurisdiction (including, without limitation, any fixture filings recorded in county recording offices) naming Greystone Federal Credit Corp. as secured party and any of VHG or the Guarantors as debtor in connection with the Existing Credit Agreement or any of the Security Documents.
A complete list of the UCC-1 financing statements to be terminated, including filing numbers, filing jurisdictions, debtor names, and original filing dates, is set forth on Schedule A attached hereto and incorporated herein by reference.
Greystone hereby authorizes the filing of the UCC-3 Termination Statements without further consent, approval, instruction, or action by Greystone, any Lender, or any other person or entity under the Existing Credit Agreement. No additional documentation, authorization letter, or confirmation from Greystone shall be required in order for VHG or Calderwood & Harkness LLP to file such UCC-3 Termination Statements. Greystone acknowledges and confirms that it has obtained any and all consents from the Lenders under the Existing Credit Agreement that are required under Section 9.02 of the Existing Credit Agreement (or any other applicable provision thereof) to authorize such terminations, and that such consents were conditioned solely upon receipt by Greystone of the payoff amount in full, which condition has been satisfied as of the date hereof.
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 Greystone under the Existing Credit Agreement and the related Security Documents.
The Mortgage Instruments to be released and discharged encumber a total of forty-two (42) hotel properties owned by Verimark Resort Properties LLC, Palmetto Beachfront Hotels LLC, and other Guarantor subsidiaries, located in the following twelve (12) states:
A complete list of such properties, together with legal descriptions, recording information (including recording references, book and page numbers, or document numbers, as applicable), and the county recording offices in which each Mortgage Instrument is recorded, is set forth on Schedule B attached hereto and incorporated herein by reference.
Greystone hereby authorizes VHG and Calderwood & Harkness LLP to prepare, and Greystone agrees to promptly execute and deliver (or, in the alternative, Greystone hereby authorizes VHG and its counsel to execute on Greystone's behalf, to the extent permitted by applicable law and to the extent required), the following instruments, as applicable for each jurisdiction:
(a) Mortgage release instruments and satisfactions of mortgage for properties located in mortgage theory states (including, without limitation, New York, Florida, Georgia, Illinois, and Virginia);
(b) Full reconveyances for properties located in deed of trust states (including, without limitation, California, Texas, Colorado, Arizona, Washington, Oregon, and Nevada); and
(c) Any other instruments, certificates, or documents necessary or desirable to release and discharge of record the liens and encumbrances on such real properties arising under the Mortgage Instruments, including, without limitation, releases of assignments of leases and rents and releases of any fixtures filings recorded in connection therewith.
Greystone agrees to cooperate promptly and in good faith in the recording of such release instruments in the applicable county recording offices, clerks' offices, or registers of deeds in each state and county in which any Mortgage Instrument has been recorded. Greystone shall use commercially reasonable efforts to execute and return any required release instruments within five (5) business days of receipt thereof from VHG or Calderwood & Harkness LLP. To the extent that any title insurance company, county recorder, or other third party requires additional documentation or affidavits from Greystone in connection with the release of any Mortgage Instrument, Greystone agrees to provide such documentation or affidavits promptly upon request.
All recording costs, title company fees, transfer taxes (if any), and other fees and expenses associated with the preparation, execution, and recording of such release instruments shall be borne solely by VHG.
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 Agreement (the "Pledge Agreement").
The pledged equity interests to be released include, without limitation:
(a) One hundred percent (100%) of the issued and outstanding equity interests in each direct domestic subsidiary of VHG, including:
(i) Verimark Resort Properties LLC;
(ii) VHG Management Services Inc.;
(iii) Verimark Convention Holdings LLC;
(iv) Palmetto Beachfront Hotels LLC; and
(v) Cascadia Hospitality Corp.; and
(b) Sixty-five percent (65%) of the issued and outstanding equity interests in any first-tier foreign subsidiaries of VHG, to the extent such equity interests were pledged under the Pledge Agreement.
A complete list of the pledged equity interests, including entity names, types of interests (e.g., limited liability company membership interests, shares of common stock), certificate numbers (if applicable), and related transfer powers, is set forth on Schedule D attached hereto and incorporated herein by reference.
Greystone shall deliver, or cause to be delivered, to VHG (or to such designee as VHG may specify in writing) all stock certificates, membership interest certificates, transfer powers (whether executed in blank or otherwise), and other instruments of transfer held by Greystone in connection with such pledged equity interests. Such delivery shall be made within five (5) business days of the date hereof by overnight courier to the address specified by VHG or its counsel, or by such other means as the parties may mutually agree.
In addition to the foregoing release of pledged equity interests, Greystone hereby releases all security interests in the personal property of VHG and the Guarantors granted under the Security Documents associated with the Existing Credit Agreement, including, without limitation, security interests in:
(a) accounts and accounts receivable;
(b) inventory;
(c) equipment;
(d) intellectual property (including trademarks, service marks, trade names, patents, copyrights, and associated goodwill);
(e) general intangibles (including payment intangibles and software);
(f) instruments and chattel paper;
(g) investment property;
(h) letter-of-credit rights;
(i) commercial tort claims;
(j) deposit accounts;
(k) securities accounts;
(l) supporting obligations; and
(m) proceeds and products of any of the foregoing.
Greystone confirms that, as of the date hereof and upon receipt of the payoff amount in full, Greystone holds no continuing security interest, lien, or encumbrance in or on any personal property of VHG or any Guarantor, and any such security interest, lien, or encumbrance is hereby released and terminated in its entirety.
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 Trademark Office (the "USPTO") and the United States Copyright Office (the "Copyright Office") in favor of Greystone covering registered trademarks, trademark applications, patents, patent applications, and copyrights of VHG and the Guarantors (collectively, the "IP Lien Filings").
A complete list of the IP Lien Filings, including USPTO and Copyright Office recording references, registration numbers, and descriptions of the covered intellectual property, is set forth on Schedule C attached hereto and incorporated herein by reference.
Greystone agrees to execute any and all instruments, releases, termination statements, or other documents reasonably required to effectuate the release and termination of the IP Lien Filings. Greystone shall use commercially reasonable efforts to execute and return any such instruments within five (5) business days of receipt thereof from VHG or Calderwood & Harkness LLP. To the extent that the USPTO or the Copyright Office requires any particular form of release instrument or any additional information from Greystone, Greystone agrees to provide such forms, information, or documentation promptly upon request.
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, whether arising under the Existing Credit Agreement, the Security Documents, or otherwise, granted in favor of Greystone or the Lenders under the Existing Credit Agreement, in any jurisdiction and with respect to any collateral of VHG or any Guarantor not specifically enumerated in the foregoing sections.
Without limiting the generality of the foregoing, this authorization includes the release and termination of:
(a) all deposit account control agreements entered into by VHG or any Guarantor with any depository bank in favor of Greystone in connection with the Existing Credit Agreement;
(b) all securities account control agreements entered into by VHG or any Guarantor with any securities intermediary in favor of Greystone in connection with the Existing Credit Agreement;
(c) all landlord waivers, landlord consents, and landlord access agreements obtained by Greystone in connection with the Existing Credit Agreement;
(d) all bailee letters and warehousemen's agreements obtained by Greystone in connection with the Existing Credit Agreement;
(e) all collateral access agreements and similar agreements; and
(f) any other agreements, instruments, or documents creating, evidencing, or perfecting a lien or security interest in favor of Greystone in connection with the Existing Credit Agreement.
Greystone hereby authorizes VHG and Calderwood & Harkness LLP to deliver notices of termination to the relevant counterparties under such agreements, advising them that the agreements are terminated and that such counterparties are released from any obligations to Greystone thereunder. Greystone agrees to execute any termination letters, releases, or other instruments reasonably required by such counterparties to confirm the termination of Greystone's rights under such agreements.
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 instruments:
(a) UCC-3 termination statements and financing statement amendments;
(b) mortgage release instruments, satisfactions of mortgage, and full reconveyances;
(c) releases of assignments of leases and rents;
(d) IP lien releases, terminations of security interest filings, and similar instruments to be recorded with the USPTO and the Copyright Office;
(e) termination notices and releases relating to deposit account control agreements, securities account control agreements, landlord waivers, bailee letters, and other ancillary agreements;
(f) affidavits, certifications, and other supporting documents required by any filing office, recording office, governmental authority, or third party in connection with the foregoing; and
(g) any and all other documents and instruments necessary, desirable, or appropriate to release, terminate, and discharge of record each and every lien, security interest, pledge, charge, and encumbrance granted in favor of Greystone under or in connection with the Existing Credit Agreement and the Security Documents.
This appointment as attorney-in-fact is coupled with an interest and shall be irrevocable. The power of attorney granted herein shall not be affected by the subsequent dissolution, merger, consolidation, or reorganization of Greystone or by any other event or circumstance. VHG and Calderwood & Harkness LLP are authorized to act under this power of attorney without obtaining any further consent, approval, instruction, or confirmation from Greystone, any Lender under the Existing Credit Agreement, or any other person or entity.
Greystone agrees to ratify, confirm, and adopt any and all actions taken by VHG or Calderwood & Harkness LLP in good faith pursuant to this authorization and power of attorney, and Greystone agrees that it shall not challenge, contest, or seek to invalidate any such action so taken. Greystone further agrees that any third party (including, without limitation, any filing office, recording office, title insurance company, depository bank, or securities intermediary) shall be entitled to rely on this authorization and power of attorney as conclusive evidence of the authority of VHG and Calderwood & Harkness LLP to act on Greystone's behalf as described herein.
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 full in cash. No portion of the payoff amount is subject to avoidance, recovery, disgorgement, or clawback under any applicable law, including, without limitation, any applicable bankruptcy, insolvency, or fraudulent transfer law.
(b) No Further Amounts Owing. No further amounts of any kind or nature are owing by VHG or any Guarantor to Greystone, any Lender, or any other person or entity under the Existing Credit Agreement or any related Loan Document. Without limiting the foregoing, no indemnification obligations, expense reimbursement obligations, or other contingent or unliquidated obligations remain outstanding under the Existing Credit Agreement or any related Loan Document, except as may be expressly preserved by the terms of the Existing Credit Agreement following the termination thereof (and Greystone hereby confirms that no such surviving obligations exist as of the date hereof, other than any obligations that by their terms survive the termination of the Existing Credit Agreement and that are not dependent upon the existence of any continuing lien or security interest).
(c) Termination of Credit Agreement and Loan Documents. The Existing Credit Agreement and all related Loan Documents (including, without limitation, the Guarantee and Collateral Agreement, the Pledge Agreement, each Mortgage Instrument, each deposit account control agreement, each securities account control agreement, and all other Security Documents) are terminated in their entirety and are of no further force or effect.
(d) No Continuing Interest in Collateral. Greystone has no continuing right, title, interest, lien, security interest, claim, or encumbrance in, to, or on any collateral previously securing the Obligations under the Existing Credit Agreement, whether such collateral consists of real property, personal property, equity interests, intellectual property, deposit accounts, securities accounts, or any other asset of VHG or any Guarantor.
Greystone further acknowledges that Crescent Harbor Bank, N.A., in its capacity as Collateral Agent under the New Credit Agreement, will be taking and perfecting first-priority liens and security interests on substantially the same collateral package that previously secured the Obligations under the Existing Credit Agreement. Greystone acknowledges and agrees that its prompt cooperation in effectuating the releases, terminations, and discharges described in this letter is essential to the consummation of the refinancing contemplated by the New Credit Agreement and the establishment of Crescent Harbor's first-priority liens. Greystone agrees to act promptly and in good faith in fulfilling its obligations under this letter and to cooperate with VHG, Calderwood & Harkness LLP, and Crescent Harbor in all respects reasonably necessary to effectuate the transactions contemplated herein.
Greystone confirms that it has the full corporate power and authority to grant the authorizations set forth in this letter, to make the representations and warranties set forth herein, and to perform its obligations hereunder. The execution and delivery of this letter and the performance of Greystone's obligations hereunder have been duly authorized by all necessary corporate action on the part of Greystone, including, without limitation, any required approvals by Greystone's board of directors, credit committee, or other internal governing body. No further internal approvals, consents, or authorizations are required in connection herewith.
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) (collectively, "Losses") arising out of, relating to, or in connection with:
(a) the preparation, execution, filing, recording, or delivery of the UCC-3 Termination Statements, mortgage release instruments, reconveyances, satisfactions of mortgage, IP lien releases, termination notices, and any other lien release documents authorized pursuant to this letter;
(b) any error, inaccuracy, or omission in any such lien release document (other than errors, inaccuracies, or omissions resulting from information provided by Greystone);
(c) any claim by a third party arising out of or relating to the release or termination of any lien or security interest authorized herein; or
(d) any action taken by VHG or Calderwood & Harkness LLP pursuant to the power of attorney granted in Section 7 above;
provided, however, that the foregoing indemnification obligations shall not apply to the extent that any Losses are determined by a court of competent jurisdiction, in a final non-appealable judgment, to have resulted primarily from the gross negligence, bad faith, or willful misconduct of the Indemnified Person seeking indemnification. This indemnification obligation shall be in addition to, and not in limitation of, any other indemnification or contribution rights that Greystone or any Indemnified Person may have under applicable law or any other agreement.
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, which shall apply).
Counterparts. This letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this letter by facsimile or electronic transmission (including in .pdf format) shall be effective as delivery of a manually executed counterpart of this letter.
Entire Agreement. This letter, together with the Payoff Letter dated July 19, 2022, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, with respect to such subject matter.
Survival. The authorizations, appointments, representations, warranties, acknowledgments, and indemnification obligations set forth herein shall survive the execution and delivery of this letter and shall continue in full force and effect following the filing, recording, and delivery of the lien release documents contemplated herein. Without limiting the foregoing, the power of attorney granted in Section 7 and the indemnification obligations set forth in Section 9 shall survive indefinitely.
Notices. All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be sent to the parties at the addresses set forth in the heading of this letter (or to such other address as a party may designate by notice to the other parties in accordance with this provision). Notices shall be deemed given upon (a) personal delivery, (b) one (1) business day after deposit with a nationally recognized overnight courier service, or (c) upon transmission by electronic mail (with confirmation of receipt).
Amendments. This letter may not be amended, modified, or supplemented except by a written instrument executed by Greystone and VHG.
Severability. If any provision of this letter is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision hereof, and such invalid, illegal, or unenforceable provision shall be reformed to the minimum extent necessary to make it valid, legal, and enforceable.
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, New York 10003 Telephone: (212) 555-4100
Email: mstillwell@greystonefcc.com
At Calderwood & Harkness LLP:
Sophie Tremblay, Associate Daniel Obi, Associate Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Telephone: (212) 555-8700
Email: stremblay@calderwoodharkness.com; dobi@calderwoodharkness.com
At Verimark Hospitality Group Inc.:
Priya Narayanan General Counsel & Corporate Secretary Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, Florida 33433 Telephone: (561) 555-2200
Email: pnarayanan@verimarkhg.com
We trust that the foregoing accurately reflects the authorizations and directions of Greystone Federal Credit Corp. in connection with the payoff and discharge of the Existing Credit Agreement. Please do not hesitate to contact the undersigned or Marion Stillwell at the contact information set forth above if you have any questions or require any additional information.
[Signature Pages Follow]
SIGNATURE PAGE TO LIEN RELEASE AND TERMINATION AUTHORIZATION
Very truly yours,
GREYSTONE FEDERAL CREDIT CORP. as Administrative Agent and Collateral Agent under the Existing Credit Agreement
By: ________
Name: Marion Stillwell
Title: Vice President, Agency Services
Date: July 21, 2022
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned hereby acknowledges receipt of the foregoing Lien Release and Termination Authorization and accepts the authorizations, directions, representations, and other provisions set forth therein.
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: Priya Narayanan
Title: General Counsel & Corporate Secretary
Date: July 21, 2022
SCHEDULE A
List of UCC-1 Financing Statements to Be Terminated
The following UCC-1 financing statements (and all amendments, continuation statements, and assignments of record relating thereto) are authorized to be terminated by the filing of UCC-3 termination statements pursuant to Section 2 of the Lien Release and Termination Authorization:
Note: The foregoing list is not intended to be exhaustive. To the extent that any additional UCC-1 financing statements were filed in any jurisdiction naming Greystone Federal Credit Corp. as secured party and any of VHG or the Guarantors as debtor in connection with the Existing Credit Agreement, such filing is also authorized to be terminated. VHG and Calderwood & Harkness LLP are authorized to conduct UCC searches in all relevant jurisdictions and to file UCC-3 termination statements with respect to any additional filings so identified.
SCHEDULE B
List of Mortgages / Deeds of Trust to Be Released
The following mortgages, deeds of trust, assignments of leases and rents, and other real property security instruments are authorized to be released and discharged pursuant to Section 3 of the Lien Release and Termination Authorization. A complete property-by-property listing with legal descriptions and recording information will be provided by VHG and Calderwood & Harkness LLP in connection with the preparation of the individual release instruments.
Summary by State:
Note: Detailed recording references (including document numbers, book and page numbers, instrument numbers, and recording dates) for each Mortgage Instrument at each county recording office will be set forth in the individual release instruments prepared by Calderwood & Harkness LLP. VHG and Calderwood & Harkness LLP are authorized to obtain title searches and recording information as needed to identify all Mortgage Instruments of record.
SCHEDULE C
List of IP Security Interest Filings to Be Released
The following notices of security interest and other filings recorded with the U.S. Patent and Trademark Office and the U.S. Copyright Office in favor of Greystone Federal Credit Corp. are authorized to be released and terminated pursuant to Section 5 of the Lien Release and Termination Authorization:
USPTO Filings:
U.S. Copyright Office Filings:
Note: VHG and Calderwood & Harkness LLP are authorized to conduct searches of the USPTO and Copyright Office records to identify any additional IP security interest filings and to prepare and file releases with respect thereto.
SCHEDULE D
List of Pledged Equity Interests to Be Returned
The following pledged equity interests are to be released and returned to VHG (or its designee) pursuant to Section 4 of the Lien Release and Termination Authorization:
Transfer Powers and Other Instruments Held by Greystone:
•  Irrevocable Stock Power executed in blank by VHG for Certificate No. CS-001 of VHG Management Services Inc.
•  Irrevocable Stock Power executed in blank by VHG for Certificate No. CS-001 of Cascadia Hospitality Corp.
•  Irrevocable Membership Interest Transfer Powers executed in blank by VHG for membership interests in Verimark Resort Properties LLC, Verimark Convention Holdings LLC, and (by Verimark Resort Properties LLC) for membership interests in Palmetto Beachfront Hotels LLC.
All such certificates, transfer powers, and related instruments shall be delivered by Greystone to VHG (or its designee) in accordance with Section 4 of the Lien Release and Termination Authorization.
End of Schedules
State | Number of Properties | Property Owner(s)
Florida | 12 | Verimark Resort Properties LLC; 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 | Cascadia Hospitality Corp.
Oregon | 1 | Cascadia Hospitality Corp.
Nevada | 1 | Verimark Resort Properties LLC
Virginia | 1 | Verimark Resort Properties LLC
Total | 42
No. | Debtor Name | Filing Jurisdiction | Filing Office | File Number | Original Filing Date
1. | Verimark Hospitality Group Inc. | Delaware | Secretary of State | 7291843 | February 14, 2020
2. | Verimark Resort Properties LLC | Delaware | Secretary of State | 7291851 | February 14, 2020
3. | VHG Management Services Inc. | Delaware | Secretary of State | 7291867 | February 14, 2020
4. | Verimark Convention Holdings LLC | Delaware | Secretary of State | 7291874 | February 14, 2020
5. | Cascadia Hospitality Corp. | Delaware | Secretary of State | 7291889 | February 14, 2020
6. | Palmetto Beachfront Hotels LLC | Florida | Florida Secured Transaction Registry | 202000143892 | February 18, 2020
State | No. of Properties | Property Owner(s) | County Recording Offices
Florida | 12 | Verimark Resort Properties LLC; Palmetto Beachfront Hotels LLC | Miami-Dade, Broward, Palm Beach, Orange, Hillsborough, Duval, and other applicable FL counties
New York | 6 | Verimark Resort Properties LLC | New York (Manhattan), Kings (Brooklyn), Westchester, Nassau, and other applicable NY counties
California | 5 | Verimark Resort Properties LLC | Los Angeles, San Francisco, San Diego, Orange, and Santa Clara counties
Texas | 4 | Verimark Resort Properties LLC | Harris, Dallas, Bexar, and Travis counties
Georgia | 3 | Verimark Resort Properties LLC | Fulton, DeKalb, and Chatham counties
Colorado | 3 | Verimark Resort Properties LLC | Denver, Eagle, and El Paso counties
Arizona | 2 | Verimark Resort Properties LLC | Maricopa and Pima counties
Illinois | 2 | Verimark Resort Properties LLC | Cook and DuPage counties
Washington | 2 | Cascadia Hospitality Corp. | King and Pierce counties
Oregon | 1 | Cascadia Hospitality Corp. | Multnomah County
Nevada | 1 | Verimark Resort Properties LLC | Clark County
Virginia | 1 | Verimark Resort Properties LLC | Fairfax County Circuit Court
Total | 42
No. | Filing Type | Reel/Frame | Recording Date | IP Owner | Description
1. | Notice of Security Interest — Trademarks | Reel 5487 / Frame 0221 | February 21, 2020 | Verimark Hospitality Group Inc. | Covering all registered trademarks and pending trademark applications of VHG, including the VERIMARK, VERIMARK HOSPITALITY, and VERIMARK RESORTS marks
2. | Notice of Security Interest — Trademarks | Reel 5487 / Frame 0245 | February 21, 2020 | VHG Management Services Inc. | Covering all registered trademarks and pending trademark applications of VHG Management Services Inc.
3. | Notice of Security Interest — Patents | Reel 5487 / Frame 0268 | February 21, 2020 | Verimark Hospitality Group Inc. | Covering all registered patents and pending patent applications of VHG
No. | Filing Type | Document No. | Recording Date | IP Owner | Description
1. | Notice of Security Interest — Copyrights | V8892 D437 P114 | February 24, 2020 | Verimark Hospitality Group Inc. | Covering all registered copyrights of VHG
No. | Entity Name | Jurisdiction of Organization | Type of Equity Interest | Percentage Pledged | Certificate No. (if applicable) | Holder/Pledgor
1. | Verimark Resort Properties LLC | Delaware | Membership Interest | 100% | N/A (uncertificated) | Verimark Hospitality Group Inc.
2. | VHG Management Services Inc. | Delaware | Common Stock | 100% | CS-001 | Verimark Hospitality Group Inc.
3. | Verimark Convention Holdings LLC | Delaware | Membership Interest | 100% | N/A (uncertificated) | Verimark Hospitality Group Inc.
4. | Palmetto Beachfront Hotels LLC | Florida | Membership Interest | 100% | N/A (uncertificated) | Verimark Resort Properties LLC
5. | Cascadia Hospitality Corp. | Delaware | Common Stock | 100% | CS-001 | Verimark Hospitality Group Inc.

GREYSTONE FEDERAL CREDIT CORP. 200 Park Avenue South, 22nd Floor New York, New York 10003

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

SIGNATURE PAGE TO LIEN RELEASE AND TERMINATION AUTHORIZATION

ACKNOWLEDGMENT AND ACCEPTANCE

VERIMARK HOSPITALITY GROUP INC.

SCHEDULE A

SCHEDULE B

SCHEDULE C

SCHEDULE D

Record

Parties

Dates

Amounts