1021-00001 · Verimark Hospitality Group · Payoff & Discharge

payoff-letter-greystone.docx DOCUMENT Finance & Banking

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

Telephone: (212) 554-7800 Facsimile: (212) 554-7899

July 19, 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: Sophie Tremblay

Crescent Harbor Bank, N.A. (as successor administrative agent under the New Facility (as defined below)) 600 Lexington Avenue, 34th Floor New York, New York 10022

Attention: Theodore Marchetti, Managing Director, Leveraged Finance

Re: Payoff Letter — Credit Agreement dated as of February 14, 2020 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto (collectively, the "Guarantors"), Greystone Federal Credit Corp., as Administrative Agent and Collateral Agent (in such capacities, the "Existing Agent"), and the Lenders party thereto (collectively, the "Existing Lenders")

CUSIP of Existing Term Loan B: 92347LAA0

Existing Facility: $625,000,000 Senior Secured Term Loan B

Ladies and Gentlemen:

1. Recitals and Background

Reference is hereby made to that certain Credit Agreement, dated as of February 14, 2020 (as amended by that certain First Amendment to Credit Agreement, dated as of September 30, 2020, that certain Second Amendment to Credit Agreement, dated as of June 15, 2021, and as further amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), among (a) Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Borrower"), (b) the Guarantors party thereto, namely Verimark Resort Properties LLC, a Delaware limited liability company, VHG Management Services Inc., a Delaware corporation, Verimark Convention Holdings LLC, a Delaware limited liability company, Palmetto Beachfront Hotels LLC, a Florida limited liability company, and Cascadia Hospitality Corp., a Washington corporation (collectively, the "Guarantors" and, together with the Borrower, the "Loan Parties"), (c) Greystone Federal Credit Corp., in its capacity as administrative agent and collateral agent for the benefit of the Existing Lenders (in such capacities, the "Existing Agent"), and (d) the several banks, financial institutions, and other entities from time to time party thereto as lenders (collectively, the "Existing Lenders").

Pursuant to the Existing Credit Agreement, the Existing Lenders extended to the Borrower a senior secured term loan B facility in the original principal amount of Six Hundred Twenty-Five Million Dollars ($625,000,000) (the "Term Loan B"), the proceeds of which were used by the Borrower for the purposes set forth in the Existing Credit Agreement, including the refinancing of the Borrower's then-existing credit facilities and for general corporate purposes. The Term Loan B is identified by CUSIP Number 92347LAA0.

The Borrower has requested that the Existing Agent provide this payoff letter (this "Payoff Letter") setting forth a payoff quotation of all outstanding Obligations (as defined in the Existing Credit Agreement) owing by the Loan Parties under the Existing Credit Agreement and the related Loan Documents (as defined in the Existing Credit Agreement) in connection with the proposed prepayment in full of all such Obligations. The Borrower has advised the Existing Agent that it intends to refinance the existing Term Loan B facility with a new senior secured term loan B facility in an aggregate principal amount of Seven Hundred Million Dollars ($700,000,000) (the "New Facility"), to be arranged by Crescent Harbor Bank, N.A., as administrative agent (the "New Agent"). The proceeds of the New Facility, together with cash on hand of the Borrower, will be used, among other things, to prepay in full all outstanding Obligations under the Existing Credit Agreement and to pay related fees, premiums, costs, and expenses in connection therewith (the "Refinancing Transaction").

This Payoff Letter is issued at the request of the Borrower and its counsel, Calderwood & Harkness LLP, in connection with the Refinancing Transaction and sets forth the terms and conditions upon which the Existing Agent will accept payment in full satisfaction and discharge of all Obligations under the Existing Credit Agreement and will authorize the release of all Liens (as defined in the Existing Credit Agreement) and security interests granted in connection therewith.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing Credit Agreement.

2. Payoff Date

The anticipated date on which the payoff of all Obligations under the Existing Credit Agreement will be consummated is July 21, 2022 (the "Payoff Date"). All amounts set forth in this Payoff Letter have been calculated assuming receipt by the Existing Agent of all payoff funds in immediately available funds (United States dollars) no later than 2:00 p.m. (New York City time) on July 21, 2022.

If funds constituting the Total Payoff Amount (as defined below) are not received by the Existing Agent by 2:00 p.m. (New York City time) on July 21, 2022, this Payoff Letter shall automatically become null and void without any action on the part of the Existing Agent, and the Borrower shall be required to obtain a revised payoff quotation from the Existing Agent prior to making any payment in satisfaction of the Obligations. For the avoidance of doubt, no partial payment received by the Existing Agent shall be deemed to constitute a payoff of the Obligations under the Existing Credit Agreement unless and until the Existing Agent has received the full Total Payoff Amount (or such adjusted amount as may be agreed in writing by the Existing Agent) in immediately available funds.

In the event that the payoff is delayed beyond the anticipated Payoff Date of July 21, 2022, additional interest shall continue to accrue on the outstanding principal balance of the Term Loan B at the rate set forth in Section 3.2 below. The per diem interest accrual for each calendar day following July 21, 2022 is set forth in Section 3.5 below and in Exhibit A hereto. Any revised payoff quotation issued by the Existing Agent shall reflect such additional accrued interest and any other amounts that may become due and payable in respect of the intervening period.

3. Payoff Amounts

Set forth below is a detailed breakdown of all amounts required to be paid to the Existing Agent on the Payoff Date in order to fully satisfy and discharge all Obligations of the Loan Parties under the Existing Credit Agreement and the related Loan Documents. Each component of the payoff is described separately below.

3.1 Outstanding Principal

The original principal amount of the Term Loan B funded on February 14, 2020 was Six Hundred Twenty-Five Million Dollars ($625,000,000.00). Since the funding date, the Borrower has made scheduled amortization payments in accordance with Section 2.07 of the Existing Credit Agreement. The Existing Credit Agreement required quarterly amortization payments equal to 0.25% of the original principal amount of the Term Loan B (i.e., $1,562,500 per quarter), payable on the last Business Day of each March, June, September, and December, commencing March 31, 2020.

As of the Payoff Date, the Borrower has made a total of two (2) scheduled amortization payments aggregating Three Million One Hundred Twenty-Five Thousand Dollars ($3,125,000.00). Accordingly, the outstanding principal balance of the Term Loan B as of the Payoff Date, after giving effect to all scheduled amortization payments received by the Existing Agent through and including the Payoff Date, is as follows:

Original Principal Amount: $625,000,000.00

Less: Aggregate Scheduled Amortization Payments: ($3,125,000.00)

Outstanding Principal Balance as of the Payoff Date: $621,875,000.00

No voluntary or mandatory prepayments of the Term Loan B have been made prior to the date hereof, and no additional scheduled amortization payments are due and payable prior to the Payoff Date. The outstanding principal balance set forth above reflects the full and complete principal amount owing under the Term Loan B as of the Payoff Date.

3.2 Accrued and Unpaid Interest

Interest has been accruing on the outstanding principal balance of the Term Loan B at a rate per annum equal to the Adjusted LIBOR Rate (as defined in the Existing Credit Agreement) plus 425 basis points (4.25%). As of the date of this Payoff Letter, the applicable all-in interest rate on the Term Loan B is LIBOR plus 4.25%.

Accrued and unpaid interest on the outstanding principal balance of $621,875,000.00, calculated from the last Interest Payment Date through and including July 21, 2022 (the Payoff Date), is estimated to be approximately Two Million Nine Hundred Sixteen Thousand Six Hundred Sixty-Seven Dollars ($2,916,667.00).

Note: The accrued interest amount set forth above is approximate and is based on the applicable LIBOR rate in effect as of the date of this Payoff Letter and the assumption that the Payoff Date will be July 21, 2022. The exact accrued interest amount will be confirmed by the Existing Agent on the Payoff Date based on the actual applicable interest rate and the actual date on which funds are received. The Borrower acknowledges that the final wire amount may differ from the estimated amount set forth herein by a de minimis amount, and the Borrower agrees to remit any shortfall promptly upon demand by the Existing Agent (or, in the case of any overpayment, the Existing Agent shall promptly refund such overpayment to the Borrower).

3.3 Prepayment Premium

Pursuant to Section 2.08(a) of the Existing Credit Agreement, in connection with any voluntary prepayment of the Term Loan B occurring prior to the second (2nd) anniversary of the Closing Date (February 14, 2020) or, as applicable, during the period specified in the Existing Credit Agreement, a prepayment premium (the "Prepayment Premium") is payable by the Borrower to the Existing Agent for the ratable benefit of the Existing Lenders.

Based on the terms of the Existing Credit Agreement and the applicable prepayment premium schedule set forth therein, the Prepayment Premium applicable to the prepayment of the Term Loan B on the Payoff Date is equal to 0.50% of the original principal amount of the Term Loan B (i.e., $625,000,000.00). The Prepayment Premium is calculated as follows:

$625,000,000.00 × 0.50% = $3,125,000.00

The Borrower acknowledges that the Prepayment Premium is payable in connection with the refinancing and voluntary prepayment contemplated hereby and that such amount constitutes part of the Obligations under the Existing Credit Agreement required to be paid in order to effectuate a full payoff and discharge.

3.4 Other Amounts

The Existing Agent has reviewed its records and, as of the date of this Payoff Letter, confirms the following with respect to other amounts potentially owing under the Existing Credit Agreement:

(a) Administrative Agent Fees. All administrative agent fees payable to the Existing Agent under Section 2.12 of the Existing Credit Agreement have been paid in full through the Payoff Date. No additional administrative agent fees are owing as of the Payoff Date. Amount due: $0.00.

(b) Reimbursable Expenses and Indemnification Amounts. As of the date of this Payoff Letter, the Existing Agent has not submitted any outstanding invoices for reimbursable expenses (including legal fees, out-of-pocket costs, or other expenses) or indemnification claims that remain unpaid. Amount due: $0.00. Notwithstanding the foregoing, the Existing Agent reserves its rights with respect to any contingent indemnification obligations or expense reimbursement obligations that by their terms survive the termination of the Existing Credit Agreement, as further described in Section 6 below.

(c) Breakage Costs. In connection with the prepayment of the Term Loan B prior to the last day of the applicable Interest Period, breakage costs may be payable by the Borrower pursuant to Section 2.16 of the Existing Credit Agreement. Based on the current LIBOR period end dates and the anticipated Payoff Date, the Existing Agent estimates that the breakage costs, if any, will be $0.00. The Existing Agent will confirm the final breakage cost amount (if any) on or promptly following the Payoff Date. To the extent any breakage costs are determined to be owing following the Payoff Date, the Borrower shall remit such amounts to the Existing Agent promptly upon demand.

3.5 Total Payoff Amount

Based on the foregoing, the aggregate amount required to be received by the Existing Agent in order to satisfy, pay in full, and discharge all Obligations of the Loan Parties under the Existing Credit Agreement and the related Loan Documents (the "Total Payoff Amount") is set forth in the table below:

The exact accrued interest amount, and therefore the exact Total Payoff Amount, will be confirmed by the Existing Agent based on the actual Payoff Date and the applicable interest rate in effect on such date. The final wire amount may vary from the approximate amount set forth above by a de minimis amount. In the event of any shortfall between the amount actually received by the Existing Agent and the Total Payoff Amount, the Borrower shall remit such shortfall to the Existing Agent promptly upon demand, and the release and discharge described in Sections 5 and 6 hereof shall not be effective until such shortfall has been received in full.

Per Diem Interest. In the event that the payoff is not consummated on July 21, 2022, additional interest shall accrue on the outstanding principal balance of $621,875,000.00 at the applicable interest rate under the Existing Credit Agreement. Based on the current applicable rate, the per diem interest accrual is approximately $85,185.19 per calendar day (calculated as $621,875,000.00 × (LIBOR + 4.25%) / 360, based on the current all-in rate). The per diem amount is subject to adjustment based on changes to the applicable LIBOR rate. A detailed per diem calculation is set forth in Exhibit A hereto.

4. Wire Transfer Instructions

All payoff funds constituting the Total Payoff Amount shall be remitted by wire transfer of immediately available funds (United States dollars) to the following account maintained by the Existing Agent:

Bank Name: Greystone Federal Credit Corp.

ABA Routing Number: 021-207-614

Account Name: Greystone Federal Credit Corp. — Agency Services Payoff Account

Account Number: 8847-2031-5590

Reference: Verimark Hospitality Group Inc. — Payoff of Term Loan B / CUSIP 92347LAA0

Attention: Marion Stillwell, Vice President, Agency Services

The Borrower (or Crescent Harbor Bank, N.A., on behalf of the Borrower) shall send a pre-advice notification of the wire transfer to Marion Stillwell at the Existing Agent no later than one (1) Business Day prior to the Payoff Date. Such pre-advice notification shall include the anticipated wire amount, the date of the wire, and the Fedwire reference number (to the extent available). Pre-advice and wire confirmation should be directed to:

Marion Stillwell, Vice President, Agency Services Greystone Federal Credit Corp. 200 Park Avenue South, 22nd Floor New York, New York 10003 Telephone: (212) 554-7856

Email: mstillwell@greystonefcc.com

Complete wire transfer instructions are also set forth in Exhibit B hereto for the convenience of the parties. In the event of any discrepancy between the wire instructions set forth in this Section 4 and those set forth in Exhibit B, the wire instructions in this Section 4 shall control.

5. Release of Liens and Security Interests

Upon receipt by the Existing Agent of the Total Payoff Amount in full, in immediately available funds, on the Payoff Date (or such later date as may be agreed in writing by the Existing Agent), the following shall occur:

(a) Satisfaction and Discharge. All Obligations of the Borrower and the Guarantors under the Existing Credit Agreement and the related Loan Documents (including, without limitation, the Security Agreement, the Pledge Agreement, the Mortgages, the IP Security Agreements, and all other collateral documents executed in connection therewith) shall be deemed fully and finally satisfied, paid in full, and discharged, other than those contingent indemnification obligations, expense reimbursement obligations, and confidentiality obligations that by their express terms survive the termination of the Existing Credit Agreement (collectively, the "Surviving Obligations").

(b) Authorization to File UCC Termination Statements. The Existing Agent shall, and hereby irrevocably authorizes the Borrower and its counsel, Calderwood & Harkness LLP, to prepare, execute (to the extent required), and file UCC-3 termination statements with respect to all UCC-1 financing statements (and any continuation statements filed in connection therewith) filed by or on behalf of the Existing Agent naming the Borrower or any Guarantor as debtor in any filing jurisdiction, including without limitation:

(i) the Delaware Secretary of State (with respect to filings against Verimark Hospitality Group Inc., Verimark Resort Properties LLC, VHG Management Services Inc., and Verimark Convention Holdings LLC);

(ii) the Florida Secured Transaction Registry (with respect to filings against Palmetto Beachfront Hotels LLC); and

(iii) the Washington Secretary of State (with respect to filings against Cascadia Hospitality Corp.).

(c) Release of Real Property Security Interests. The Existing Agent shall, and hereby irrevocably authorizes the Borrower and its counsel to prepare, execute, and file or record releases, satisfactions, reconveyances, or terminations of all mortgages, deeds of trust, assignments of leases and rents, and any and all other real property security instruments recorded in connection with the Existing Credit Agreement across all applicable recording jurisdictions, including without limitation the following states: Florida, New York, California, Texas, Georgia, Colorado, Arizona, Illinois, Washington, Oregon, Nevada, and Virginia.

(d) Release of Pledged Equity Interests. The Existing Agent shall release all pledges of equity interests in the Guarantors and any other Subsidiaries of the Borrower that were pledged as Collateral (as defined in the Existing Credit Agreement) under the Pledge Agreement, including without limitation one hundred percent (100%) of the issued and outstanding equity interests in each domestic Subsidiary and sixty-five percent (65%) of the issued and outstanding equity interests in each first-tier foreign Subsidiary, and shall deliver (or cause to be delivered) to the Borrower any original stock certificates, membership interest certificates, or other instruments evidencing such pledged equity interests, together with any related stock powers or transfer instruments, that are held in the possession or control of the Existing Agent.

(e) Termination of IP Security Agreements. The Existing Agent shall, and hereby irrevocably authorizes the Borrower and its counsel to prepare, execute, and file terminations or releases of any intellectual property security agreements recorded with the United States Patent and Trademark Office and the United States Copyright Office in connection with the Existing Credit Agreement and the related Loan Documents.

(f) Other Actions. The Existing Agent shall, and hereby irrevocably authorizes the Borrower and its counsel to, take any and all other actions necessary, appropriate, or desirable to evidence the release and termination of all Liens and security interests granted by the Loan Parties under the Existing Credit Agreement and the related Loan Documents, including without limitation the delivery of lien releases, the return of Collateral in the possession of the Existing Agent, the release of deposit account control agreements, securities account control agreements, and any other control agreements, and the termination of any landlord waivers, bailee letters, or similar instruments.

The Existing Agent agrees to execute and deliver, at the Borrower's sole cost and expense, any and all instruments, documents, certificates, or filings reasonably requested by the Borrower or its counsel, Calderwood & Harkness LLP, to effectuate the foregoing releases, terminations, and discharges, in each case in form and substance reasonably satisfactory to the Existing Agent. The Borrower's counsel is hereby authorized to prepare and file all such releases, terminations, and instruments on behalf of the Existing Agent without further consent, instruction, approval, or signature of the Existing Agent, except to the extent that the manual signature or wet-ink execution of the Existing Agent is expressly required by applicable law or by the applicable filing or recording office.

6. Confirmation of Discharge; No Further Obligations

Upon receipt of the Total Payoff Amount in full, the Existing Agent shall promptly (and in any event within two (2) Business Days following the Payoff Date) deliver a written confirmation to the Borrower and its counsel, Calderwood & Harkness LLP (with a copy to Crescent Harbor Bank, N.A., as the New Agent), confirming (a) receipt of funds constituting the Total Payoff Amount, and (b) the full and final satisfaction, payment, and discharge of all Obligations under the Existing Credit Agreement (other than Surviving Obligations).

Following the receipt of the Total Payoff Amount and the discharge of the Obligations as contemplated hereby:

(i) all commitments and obligations of the Existing Lenders to make any further loans, advances, or extensions of credit under the Existing Credit Agreement shall be irrevocably and permanently terminated;

(ii) the Existing Credit Agreement shall be of no further force or effect, except with respect to those provisions that by their express terms survive the termination thereof, including without limitation provisions relating to indemnification (Section 10.04), expense reimbursement (Section 10.04), tax gross-up (Section 2.17), confidentiality (Section 10.08), and any other provisions expressly stated to survive; and

(iii) the Existing Agent shall promptly notify all Existing Lenders under the existing syndicate of the receipt of the Total Payoff Amount and the payoff and discharge of all Obligations under the Existing Credit Agreement, and shall provide such Existing Lenders with such information and documentation as may be reasonably necessary to enable such Existing Lenders to update their books and records accordingly.

7. Direction to Existing Lenders

The Existing Agent, acting in its capacity as administrative agent and collateral agent under the Existing Credit Agreement and pursuant to the authority granted to it thereunder, hereby directs that all payoff proceeds received by the Existing Agent on the Payoff Date shall be applied to the Obligations of the Borrower under the Existing Credit Agreement in accordance with the waterfall provisions set forth in Section 2.18 of the Existing Credit Agreement, as follows:

First, to accrued and unpaid interest on the outstanding principal balance of the Term Loan B through and including the Payoff Date;

Second, to the Prepayment Premium payable in connection with the voluntary prepayment of the Term Loan B;

Third, to the outstanding principal balance of the Term Loan B; and

Fourth, to any remaining fees, expenses, breakage costs, or other Obligations owing under the Existing Credit Agreement or the related Loan Documents.

The Existing Agent shall distribute the payoff proceeds to the Existing Lenders in accordance with their respective pro rata shares (as determined in accordance with the Existing Credit Agreement) promptly following receipt of the Total Payoff Amount, and in any event within the time period required by the Existing Credit Agreement.

8. Representations and Reservations

The Existing Agent hereby represents and confirms that, to the best of its knowledge and based on its books and records as of the date hereof, the amounts set forth in this Payoff Letter (subject to confirmation of the exact accrued interest amount on the Payoff Date as described herein) constitute all amounts necessary to satisfy in full all Obligations of the Borrower and the Guarantors under the Existing Credit Agreement and the related Loan Documents (other than Surviving Obligations). The Existing Agent further represents that it has not received any notice from any Existing Lender asserting the existence of any additional amounts owing under the Existing Credit Agreement that are not reflected in this Payoff Letter.

Reservation of Rights. Notwithstanding anything to the contrary herein, this Payoff Letter does not constitute a waiver, release, or relinquishment of (a) any rights of the Existing Agent or the Existing Lenders that have accrued prior to the Payoff Date with respect to any matters arising under the Existing Credit Agreement or the related Loan Documents (including, without limitation, any indemnification obligations, expense reimbursement obligations, or tax gross-up obligations that by their express terms survive the termination of the Existing Credit Agreement), or (b) any claims or causes of action that the Existing Agent or any Existing Lender may have against any Loan Party arising out of or relating to any breach of any representation, warranty, or covenant under the Existing Credit Agreement that occurred prior to the Payoff Date and that is not cured or satisfied by the payment of the Total Payoff Amount. The Surviving Obligations shall remain in full force and effect in accordance with their terms notwithstanding the payoff and discharge of the other Obligations contemplated hereby.

Expiration. This Payoff Letter is valid solely for purposes of a payoff consummated on the Payoff Date of July 21, 2022. If the payoff is not consummated on such date by the time set forth in Section 2 above, this Payoff Letter shall automatically expire and be of no further force or effect, and the Borrower must obtain a new payoff letter from the Existing Agent reflecting updated payoff amounts.

9. Governing Law

This Payoff Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to any conflicts of law principles that would require or permit the application of the laws of any other jurisdiction. Each party hereto consents to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City and State of New York, for any action or proceeding arising out of or relating to this Payoff Letter, and each party hereby irrevocably waives any objection to venue in such courts.

10. Counterparts and Delivery

This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile transmission or by electronic transmission in portable document format (PDF) or other electronic imaging means shall be effective as delivery of a manually executed counterpart hereof. The words "execution," "signed," "signature," and words of similar import in this Payoff Letter shall be deemed to include electronic signatures, which shall be of the same legal effect, validity, or enforceability as a manually executed signature, to the extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York Electronic Signatures and Records Act, and any other applicable state laws based on the Uniform Electronic Transactions Act.

[Signature Pages Follow]

SIGNATURE PAGE TO PAYOFF LETTER

IN WITNESS WHEREOF, the undersigned has executed this Payoff Letter as of the date first written above.

GREYSTONE FEDERAL CREDIT CORP., as Existing Administrative Agent and Collateral Agent

By: ________

Name: Marion Stillwell

Title: Vice President, Agency Services

Address:

200 Park Avenue South, 22nd Floor New York, New York 10003 Telephone: (212) 554-7856

Email: mstillwell@greystonefcc.com

ACKNOWLEDGMENT AND AGREEMENT

The undersigned Borrower hereby acknowledges receipt of this Payoff Letter, confirms the accuracy of the Obligations and amounts set forth herein, agrees to the terms and conditions set forth herein (including the payment of the Total Payoff Amount on the Payoff Date), and authorizes the application of funds and the release of Liens and security interests as described herein.

VERIMARK HOSPITALITY GROUP INC., as Borrower

By: ________

Name: Glenn Fischbach

Title: Treasurer

Address:

8200 West Palmetto Park Road, Suite 1500 Boca Raton, Florida 33433 Telephone: (561) 988-4200

Email: gfischbach@verimarkhospitality.com

EXHIBIT A

PAYOFF AMOUNT SCHEDULE

The following table sets forth a summary of all components of the Total Payoff Amount required to be remitted to the Existing Agent on the Payoff Date in order to satisfy, pay in full, and discharge all Obligations of the Loan Parties under the Existing Credit Agreement and the related Loan Documents:

Per Diem Interest Calculation:

In the event that the payoff is not consummated on July 21, 2022, additional interest shall accrue on the outstanding principal balance at the applicable rate under the Existing Credit Agreement. The per diem interest accrual is calculated as follows:

Outstanding Principal: $621,875,000.00

Applicable Interest Rate: LIBOR + 4.25% (current all-in rate approximately 5.00%, subject to adjustment)

Day Count Convention: Actual/360

Per Diem Interest: approximately $85,185.19 per calendar day

(Calculated as: $621,875,000.00 × 5.00% / 360 ≈ $86,371.53; or, if the current all-in rate is approximately 4.935%, $621,875,000.00 × 4.935% / 360 ≈ $85,185.19)

Note: The per diem interest amount set forth above is approximate and is based on the applicable LIBOR rate as of the date of this Payoff Letter. The actual per diem amount will vary depending on the applicable LIBOR rate in effect on each day following July 21, 2022. The Borrower should contact the Existing Agent for an updated per diem calculation if the payoff is delayed beyond the Payoff Date. The exact accrued interest amount and Total Payoff Amount will be confirmed by the Existing Agent on the actual date of payoff.

EXHIBIT B

WIRE TRANSFER INSTRUCTIONS

All payoff funds constituting the Total Payoff Amount shall be remitted by wire transfer of immediately available funds (United States dollars) to the account specified below. This Exhibit B is provided for the operational convenience of the parties and their respective treasury and wire-transfer personnel.

Wire Transfer Details:

Pre-Advice and Confirmation Contact:

Marion Stillwell Vice President, Agency Services Greystone Federal Credit Corp. 200 Park Avenue South, 22nd Floor New York, New York 10003

Telephone: (212) 554-7856 Facsimile: (212) 554-7899

Email: mstillwell@greystonefcc.com

Instructions to Wire Originator:

1. A pre-advice notification of the wire transfer must be sent to Marion Stillwell at the telephone number and email address set forth above no later than one (1) Business Day prior to the anticipated Payoff Date. The pre-advice should include the anticipated wire amount, the date of the wire, and the Fedwire reference number or IMAD number, if available.

2. Upon initiation of the wire transfer, the wire originator should promptly confirm such initiation by telephone to Marion Stillwell at (212) 554-7856 and by email to mstillwell@greystonefcc.com, providing the Fedwire reference number, the exact wire amount, and the date and time of initiation.

3. All wire transfers must be sent as Fedwire transfers denominated in United States Dollars. ACH transfers, check payments, and other non-Fedwire payment methods will not be accepted.

4. The wire reference field (OBI field) should clearly identify the transaction as: "Verimark Hospitality Group Inc. / CUSIP 92347LAA0 / Payoff — July 21, 2022."

5. In the event of any difficulty in initiating or completing the wire transfer, the wire originator should contact Marion Stillwell immediately at the telephone number set forth above.

IMPORTANT: The wire transfer instructions set forth in this Exhibit B are subject to the terms and conditions of the Payoff Letter to which this Exhibit B is attached. In the event of any discrepancy between the wire transfer instructions in Section 4 of the Payoff Letter and this Exhibit B, the instructions in Section 4 of the Payoff Letter shall control. The Existing Agent shall not be responsible for any delay, loss, or misdirection of funds resulting from the use of incorrect wire instructions by the Borrower or any third party.

Component	Amount
Outstanding Principal	$621,875,000.00
Accrued and Unpaid Interest (through July 21, 2022)	$2,916,667.00 (approximate)
Prepayment Premium (0.50% × $625,000,000)	$3,125,000.00
Other Amounts (agent fees, expenses, breakage)	$0.00
Total Payoff Amount	$627,916,667.00 (approximate)
Component	Amount
Outstanding Principal (as of July 21, 2022)	$621,875,000.00
Accrued and Unpaid Interest (through July 21, 2022)	$2,916,667.00 (approximate)
Prepayment Premium (0.50% × $625,000,000.00)	$3,125,000.00
Administrative Agent Fees	$0.00
Reimbursable Expenses / Indemnification	$0.00
Breakage Costs (estimated)	$0.00
Total Payoff Amount	$627,916,667.00 (approximate)
Field	Information
Beneficiary Bank Name	Greystone Federal Credit Corp.
ABA Routing Number (Fedwire)	021-207-614
Account Name	Greystone Federal Credit Corp. — Agency Services Payoff Account
Account Number	8847-2031-5590
Reference / OBI Field	Verimark Hospitality Group Inc. / CUSIP 92347LAA0 / Payoff — July 21, 2022
Attention	Marion Stillwell, Vice President, Agency Services

GREYSTONE FEDERAL CREDIT CORP. 200 Park Avenue South, 22nd Floor New York, New York 10003
Telephone: (212) 554-7800 Facsimile: (212) 554-7899
July 19, 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: Sophie Tremblay
Crescent Harbor Bank, N.A. (as successor administrative agent under the New Facility (as defined below)) 600 Lexington Avenue, 34th Floor New York, New York 10022
Attention: Theodore Marchetti, Managing Director, Leveraged Finance
Re: Payoff Letter — Credit Agreement dated as of February 14, 2020 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto (collectively, the "Guarantors"), Greystone Federal Credit Corp., as Administrative Agent and Collateral Agent (in such capacities, the "Existing Agent"), and the Lenders party thereto (collectively, the "Existing Lenders")
CUSIP of Existing Term Loan B: 92347LAA0
Existing Facility: $625,000,000 Senior Secured Term Loan B
Ladies and Gentlemen:
1. Recitals and Background
Reference is hereby made to that certain Credit Agreement, dated as of February 14, 2020 (as amended by that certain First Amendment to Credit Agreement, dated as of September 30, 2020, that certain Second Amendment to Credit Agreement, dated as of June 15, 2021, and as further amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), among (a) Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Borrower"), (b) the Guarantors party thereto, namely Verimark Resort Properties LLC, a Delaware limited liability company, VHG Management Services Inc., a Delaware corporation, Verimark Convention Holdings LLC, a Delaware limited liability company, Palmetto Beachfront Hotels LLC, a Florida limited liability company, and Cascadia Hospitality Corp., a Washington corporation (collectively, the "Guarantors" and, together with the Borrower, the "Loan Parties"), (c) Greystone Federal Credit Corp., in its capacity as administrative agent and collateral agent for the benefit of the Existing Lenders (in such capacities, the "Existing Agent"), and (d) the several banks, financial institutions, and other entities from time to time party thereto as lenders (collectively, the "Existing Lenders").
Pursuant to the Existing Credit Agreement, the Existing Lenders extended to the Borrower a senior secured term loan B facility in the original principal amount of Six Hundred Twenty-Five Million Dollars ($625,000,000) (the "Term Loan B"), the proceeds of which were used by the Borrower for the purposes set forth in the Existing Credit Agreement, including the refinancing of the Borrower's then-existing credit facilities and for general corporate purposes. The Term Loan B is identified by CUSIP Number 92347LAA0.
The Borrower has requested that the Existing Agent provide this payoff letter (this "Payoff Letter") setting forth a payoff quotation of all outstanding Obligations (as defined in the Existing Credit Agreement) owing by the Loan Parties under the Existing Credit Agreement and the related Loan Documents (as defined in the Existing Credit Agreement) in connection with the proposed prepayment in full of all such Obligations. The Borrower has advised the Existing Agent that it intends to refinance the existing Term Loan B facility with a new senior secured term loan B facility in an aggregate principal amount of Seven Hundred Million Dollars ($700,000,000) (the "New Facility"), to be arranged by Crescent Harbor Bank, N.A., as administrative agent (the "New Agent"). The proceeds of the New Facility, together with cash on hand of the Borrower, will be used, among other things, to prepay in full all outstanding Obligations under the Existing Credit Agreement and to pay related fees, premiums, costs, and expenses in connection therewith (the "Refinancing Transaction").
This Payoff Letter is issued at the request of the Borrower and its counsel, Calderwood & Harkness LLP, in connection with the Refinancing Transaction and sets forth the terms and conditions upon which the Existing Agent will accept payment in full satisfaction and discharge of all Obligations under the Existing Credit Agreement and will authorize the release of all Liens (as defined in the Existing Credit Agreement) and security interests granted in connection therewith.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing Credit Agreement.
2. Payoff Date
The anticipated date on which the payoff of all Obligations under the Existing Credit Agreement will be consummated is July 21, 2022 (the "Payoff Date"). All amounts set forth in this Payoff Letter have been calculated assuming receipt by the Existing Agent of all payoff funds in immediately available funds (United States dollars) no later than 2:00 p.m. (New York City time) on July 21, 2022.
If funds constituting the Total Payoff Amount (as defined below) are not received by the Existing Agent by 2:00 p.m. (New York City time) on July 21, 2022, this Payoff Letter shall automatically become null and void without any action on the part of the Existing Agent, and the Borrower shall be required to obtain a revised payoff quotation from the Existing Agent prior to making any payment in satisfaction of the Obligations. For the avoidance of doubt, no partial payment received by the Existing Agent shall be deemed to constitute a payoff of the Obligations under the Existing Credit Agreement unless and until the Existing Agent has received the full Total Payoff Amount (or such adjusted amount as may be agreed in writing by the Existing Agent) in immediately available funds.
In the event that the payoff is delayed beyond the anticipated Payoff Date of July 21, 2022, additional interest shall continue to accrue on the outstanding principal balance of the Term Loan B at the rate set forth in Section 3.2 below. The per diem interest accrual for each calendar day following July 21, 2022 is set forth in Section 3.5 below and in Exhibit A hereto. Any revised payoff quotation issued by the Existing Agent shall reflect such additional accrued interest and any other amounts that may become due and payable in respect of the intervening period.
3. Payoff Amounts
Set forth below is a detailed breakdown of all amounts required to be paid to the Existing Agent on the Payoff Date in order to fully satisfy and discharge all Obligations of the Loan Parties under the Existing Credit Agreement and the related Loan Documents. Each component of the payoff is described separately below.
3.1 Outstanding Principal
The original principal amount of the Term Loan B funded on February 14, 2020 was Six Hundred Twenty-Five Million Dollars ($625,000,000.00). Since the funding date, the Borrower has made scheduled amortization payments in accordance with Section 2.07 of the Existing Credit Agreement. The Existing Credit Agreement required quarterly amortization payments equal to 0.25% of the original principal amount of the Term Loan B (i.e., $1,562,500 per quarter), payable on the last Business Day of each March, June, September, and December, commencing March 31, 2020.
As of the Payoff Date, the Borrower has made a total of two (2) scheduled amortization payments aggregating Three Million One Hundred Twenty-Five Thousand Dollars ($3,125,000.00). Accordingly, the outstanding principal balance of the Term Loan B as of the Payoff Date, after giving effect to all scheduled amortization payments received by the Existing Agent through and including the Payoff Date, is as follows:
Original Principal Amount: $625,000,000.00
Less: Aggregate Scheduled Amortization Payments: ($3,125,000.00)
Outstanding Principal Balance as of the Payoff Date: $621,875,000.00
No voluntary or mandatory prepayments of the Term Loan B have been made prior to the date hereof, and no additional scheduled amortization payments are due and payable prior to the Payoff Date. The outstanding principal balance set forth above reflects the full and complete principal amount owing under the Term Loan B as of the Payoff Date.
3.2 Accrued and Unpaid Interest
Interest has been accruing on the outstanding principal balance of the Term Loan B at a rate per annum equal to the Adjusted LIBOR Rate (as defined in the Existing Credit Agreement) plus 425 basis points (4.25%). As of the date of this Payoff Letter, the applicable all-in interest rate on the Term Loan B is LIBOR plus 4.25%.
Accrued and unpaid interest on the outstanding principal balance of $621,875,000.00, calculated from the last Interest Payment Date through and including July 21, 2022 (the Payoff Date), is estimated to be approximately Two Million Nine Hundred Sixteen Thousand Six Hundred Sixty-Seven Dollars ($2,916,667.00).
Note: The accrued interest amount set forth above is approximate and is based on the applicable LIBOR rate in effect as of the date of this Payoff Letter and the assumption that the Payoff Date will be July 21, 2022. The exact accrued interest amount will be confirmed by the Existing Agent on the Payoff Date based on the actual applicable interest rate and the actual date on which funds are received. The Borrower acknowledges that the final wire amount may differ from the estimated amount set forth herein by a de minimis amount, and the Borrower agrees to remit any shortfall promptly upon demand by the Existing Agent (or, in the case of any overpayment, the Existing Agent shall promptly refund such overpayment to the Borrower).
3.3 Prepayment Premium
Pursuant to Section 2.08(a) of the Existing Credit Agreement, in connection with any voluntary prepayment of the Term Loan B occurring prior to the second (2nd) anniversary of the Closing Date (February 14, 2020) or, as applicable, during the period specified in the Existing Credit Agreement, a prepayment premium (the "Prepayment Premium") is payable by the Borrower to the Existing Agent for the ratable benefit of the Existing Lenders.
Based on the terms of the Existing Credit Agreement and the applicable prepayment premium schedule set forth therein, the Prepayment Premium applicable to the prepayment of the Term Loan B on the Payoff Date is equal to 0.50% of the original principal amount of the Term Loan B (i.e., $625,000,000.00). The Prepayment Premium is calculated as follows:
$625,000,000.00 × 0.50% = $3,125,000.00
The Borrower acknowledges that the Prepayment Premium is payable in connection with the refinancing and voluntary prepayment contemplated hereby and that such amount constitutes part of the Obligations under the Existing Credit Agreement required to be paid in order to effectuate a full payoff and discharge.
3.4 Other Amounts
The Existing Agent has reviewed its records and, as of the date of this Payoff Letter, confirms the following with respect to other amounts potentially owing under the Existing Credit Agreement:
(a) Administrative Agent Fees. All administrative agent fees payable to the Existing Agent under Section 2.12 of the Existing Credit Agreement have been paid in full through the Payoff Date. No additional administrative agent fees are owing as of the Payoff Date. Amount due: $0.00.
(b) Reimbursable Expenses and Indemnification Amounts. As of the date of this Payoff Letter, the Existing Agent has not submitted any outstanding invoices for reimbursable expenses (including legal fees, out-of-pocket costs, or other expenses) or indemnification claims that remain unpaid. Amount due: $0.00. Notwithstanding the foregoing, the Existing Agent reserves its rights with respect to any contingent indemnification obligations or expense reimbursement obligations that by their terms survive the termination of the Existing Credit Agreement, as further described in Section 6 below.
(c) Breakage Costs. In connection with the prepayment of the Term Loan B prior to the last day of the applicable Interest Period, breakage costs may be payable by the Borrower pursuant to Section 2.16 of the Existing Credit Agreement. Based on the current LIBOR period end dates and the anticipated Payoff Date, the Existing Agent estimates that the breakage costs, if any, will be $0.00. The Existing Agent will confirm the final breakage cost amount (if any) on or promptly following the Payoff Date. To the extent any breakage costs are determined to be owing following the Payoff Date, the Borrower shall remit such amounts to the Existing Agent promptly upon demand.
3.5 Total Payoff Amount
Based on the foregoing, the aggregate amount required to be received by the Existing Agent in order to satisfy, pay in full, and discharge all Obligations of the Loan Parties under the Existing Credit Agreement and the related Loan Documents (the "Total Payoff Amount") is set forth in the table below:
The exact accrued interest amount, and therefore the exact Total Payoff Amount, will be confirmed by the Existing Agent based on the actual Payoff Date and the applicable interest rate in effect on such date. The final wire amount may vary from the approximate amount set forth above by a de minimis amount. In the event of any shortfall between the amount actually received by the Existing Agent and the Total Payoff Amount, the Borrower shall remit such shortfall to the Existing Agent promptly upon demand, and the release and discharge described in Sections 5 and 6 hereof shall not be effective until such shortfall has been received in full.
Per Diem Interest. In the event that the payoff is not consummated on July 21, 2022, additional interest shall accrue on the outstanding principal balance of $621,875,000.00 at the applicable interest rate under the Existing Credit Agreement. Based on the current applicable rate, the per diem interest accrual is approximately $85,185.19 per calendar day (calculated as $621,875,000.00 × (LIBOR + 4.25%) / 360, based on the current all-in rate). The per diem amount is subject to adjustment based on changes to the applicable LIBOR rate. A detailed per diem calculation is set forth in Exhibit A hereto.
4. Wire Transfer Instructions
All payoff funds constituting the Total Payoff Amount shall be remitted by wire transfer of immediately available funds (United States dollars) to the following account maintained by the Existing Agent:
Bank Name: Greystone Federal Credit Corp.
ABA Routing Number: 021-207-614
Account Name: Greystone Federal Credit Corp. — Agency Services Payoff Account
Account Number: 8847-2031-5590
Reference: Verimark Hospitality Group Inc. — Payoff of Term Loan B / CUSIP 92347LAA0
Attention: Marion Stillwell, Vice President, Agency Services
The Borrower (or Crescent Harbor Bank, N.A., on behalf of the Borrower) shall send a pre-advice notification of the wire transfer to Marion Stillwell at the Existing Agent no later than one (1) Business Day prior to the Payoff Date. Such pre-advice notification shall include the anticipated wire amount, the date of the wire, and the Fedwire reference number (to the extent available). Pre-advice and wire confirmation should be directed to:
Marion Stillwell, Vice President, Agency Services Greystone Federal Credit Corp. 200 Park Avenue South, 22nd Floor New York, New York 10003 Telephone: (212) 554-7856
Email: mstillwell@greystonefcc.com
Complete wire transfer instructions are also set forth in Exhibit B hereto for the convenience of the parties. In the event of any discrepancy between the wire instructions set forth in this Section 4 and those set forth in Exhibit B, the wire instructions in this Section 4 shall control.
5. Release of Liens and Security Interests
Upon receipt by the Existing Agent of the Total Payoff Amount in full, in immediately available funds, on the Payoff Date (or such later date as may be agreed in writing by the Existing Agent), the following shall occur:
(a) Satisfaction and Discharge. All Obligations of the Borrower and the Guarantors under the Existing Credit Agreement and the related Loan Documents (including, without limitation, the Security Agreement, the Pledge Agreement, the Mortgages, the IP Security Agreements, and all other collateral documents executed in connection therewith) shall be deemed fully and finally satisfied, paid in full, and discharged, other than those contingent indemnification obligations, expense reimbursement obligations, and confidentiality obligations that by their express terms survive the termination of the Existing Credit Agreement (collectively, the "Surviving Obligations").
(b) Authorization to File UCC Termination Statements. The Existing Agent shall, and hereby irrevocably authorizes the Borrower and its counsel, Calderwood & Harkness LLP, to prepare, execute (to the extent required), and file UCC-3 termination statements with respect to all UCC-1 financing statements (and any continuation statements filed in connection therewith) filed by or on behalf of the Existing Agent naming the Borrower or any Guarantor as debtor in any filing jurisdiction, including without limitation:
(i) the Delaware Secretary of State (with respect to filings against Verimark Hospitality Group Inc., Verimark Resort Properties LLC, VHG Management Services Inc., and Verimark Convention Holdings LLC);
(ii) the Florida Secured Transaction Registry (with respect to filings against Palmetto Beachfront Hotels LLC); and
(iii) the Washington Secretary of State (with respect to filings against Cascadia Hospitality Corp.).
(c) Release of Real Property Security Interests. The Existing Agent shall, and hereby irrevocably authorizes the Borrower and its counsel to prepare, execute, and file or record releases, satisfactions, reconveyances, or terminations of all mortgages, deeds of trust, assignments of leases and rents, and any and all other real property security instruments recorded in connection with the Existing Credit Agreement across all applicable recording jurisdictions, including without limitation the following states: Florida, New York, California, Texas, Georgia, Colorado, Arizona, Illinois, Washington, Oregon, Nevada, and Virginia.
(d) Release of Pledged Equity Interests. The Existing Agent shall release all pledges of equity interests in the Guarantors and any other Subsidiaries of the Borrower that were pledged as Collateral (as defined in the Existing Credit Agreement) under the Pledge Agreement, including without limitation one hundred percent (100%) of the issued and outstanding equity interests in each domestic Subsidiary and sixty-five percent (65%) of the issued and outstanding equity interests in each first-tier foreign Subsidiary, and shall deliver (or cause to be delivered) to the Borrower any original stock certificates, membership interest certificates, or other instruments evidencing such pledged equity interests, together with any related stock powers or transfer instruments, that are held in the possession or control of the Existing Agent.
(e) Termination of IP Security Agreements. The Existing Agent shall, and hereby irrevocably authorizes the Borrower and its counsel to prepare, execute, and file terminations or releases of any intellectual property security agreements recorded with the United States Patent and Trademark Office and the United States Copyright Office in connection with the Existing Credit Agreement and the related Loan Documents.
(f) Other Actions. The Existing Agent shall, and hereby irrevocably authorizes the Borrower and its counsel to, take any and all other actions necessary, appropriate, or desirable to evidence the release and termination of all Liens and security interests granted by the Loan Parties under the Existing Credit Agreement and the related Loan Documents, including without limitation the delivery of lien releases, the return of Collateral in the possession of the Existing Agent, the release of deposit account control agreements, securities account control agreements, and any other control agreements, and the termination of any landlord waivers, bailee letters, or similar instruments.
The Existing Agent agrees to execute and deliver, at the Borrower's sole cost and expense, any and all instruments, documents, certificates, or filings reasonably requested by the Borrower or its counsel, Calderwood & Harkness LLP, to effectuate the foregoing releases, terminations, and discharges, in each case in form and substance reasonably satisfactory to the Existing Agent. The Borrower's counsel is hereby authorized to prepare and file all such releases, terminations, and instruments on behalf of the Existing Agent without further consent, instruction, approval, or signature of the Existing Agent, except to the extent that the manual signature or wet-ink execution of the Existing Agent is expressly required by applicable law or by the applicable filing or recording office.
6. Confirmation of Discharge; No Further Obligations
Upon receipt of the Total Payoff Amount in full, the Existing Agent shall promptly (and in any event within two (2) Business Days following the Payoff Date) deliver a written confirmation to the Borrower and its counsel, Calderwood & Harkness LLP (with a copy to Crescent Harbor Bank, N.A., as the New Agent), confirming (a) receipt of funds constituting the Total Payoff Amount, and (b) the full and final satisfaction, payment, and discharge of all Obligations under the Existing Credit Agreement (other than Surviving Obligations).
Following the receipt of the Total Payoff Amount and the discharge of the Obligations as contemplated hereby:
(i) all commitments and obligations of the Existing Lenders to make any further loans, advances, or extensions of credit under the Existing Credit Agreement shall be irrevocably and permanently terminated;
(ii) the Existing Credit Agreement shall be of no further force or effect, except with respect to those provisions that by their express terms survive the termination thereof, including without limitation provisions relating to indemnification (Section 10.04), expense reimbursement (Section 10.04), tax gross-up (Section 2.17), confidentiality (Section 10.08), and any other provisions expressly stated to survive; and
(iii) the Existing Agent shall promptly notify all Existing Lenders under the existing syndicate of the receipt of the Total Payoff Amount and the payoff and discharge of all Obligations under the Existing Credit Agreement, and shall provide such Existing Lenders with such information and documentation as may be reasonably necessary to enable such Existing Lenders to update their books and records accordingly.
7. Direction to Existing Lenders
The Existing Agent, acting in its capacity as administrative agent and collateral agent under the Existing Credit Agreement and pursuant to the authority granted to it thereunder, hereby directs that all payoff proceeds received by the Existing Agent on the Payoff Date shall be applied to the Obligations of the Borrower under the Existing Credit Agreement in accordance with the waterfall provisions set forth in Section 2.18 of the Existing Credit Agreement, as follows:
First, to accrued and unpaid interest on the outstanding principal balance of the Term Loan B through and including the Payoff Date;
Second, to the Prepayment Premium payable in connection with the voluntary prepayment of the Term Loan B;
Third, to the outstanding principal balance of the Term Loan B; and
Fourth, to any remaining fees, expenses, breakage costs, or other Obligations owing under the Existing Credit Agreement or the related Loan Documents.
The Existing Agent shall distribute the payoff proceeds to the Existing Lenders in accordance with their respective pro rata shares (as determined in accordance with the Existing Credit Agreement) promptly following receipt of the Total Payoff Amount, and in any event within the time period required by the Existing Credit Agreement.
8. Representations and Reservations
The Existing Agent hereby represents and confirms that, to the best of its knowledge and based on its books and records as of the date hereof, the amounts set forth in this Payoff Letter (subject to confirmation of the exact accrued interest amount on the Payoff Date as described herein) constitute all amounts necessary to satisfy in full all Obligations of the Borrower and the Guarantors under the Existing Credit Agreement and the related Loan Documents (other than Surviving Obligations). The Existing Agent further represents that it has not received any notice from any Existing Lender asserting the existence of any additional amounts owing under the Existing Credit Agreement that are not reflected in this Payoff Letter.
Reservation of Rights. Notwithstanding anything to the contrary herein, this Payoff Letter does not constitute a waiver, release, or relinquishment of (a) any rights of the Existing Agent or the Existing Lenders that have accrued prior to the Payoff Date with respect to any matters arising under the Existing Credit Agreement or the related Loan Documents (including, without limitation, any indemnification obligations, expense reimbursement obligations, or tax gross-up obligations that by their express terms survive the termination of the Existing Credit Agreement), or (b) any claims or causes of action that the Existing Agent or any Existing Lender may have against any Loan Party arising out of or relating to any breach of any representation, warranty, or covenant under the Existing Credit Agreement that occurred prior to the Payoff Date and that is not cured or satisfied by the payment of the Total Payoff Amount. The Surviving Obligations shall remain in full force and effect in accordance with their terms notwithstanding the payoff and discharge of the other Obligations contemplated hereby.
Expiration. This Payoff Letter is valid solely for purposes of a payoff consummated on the Payoff Date of July 21, 2022. If the payoff is not consummated on such date by the time set forth in Section 2 above, this Payoff Letter shall automatically expire and be of no further force or effect, and the Borrower must obtain a new payoff letter from the Existing Agent reflecting updated payoff amounts.
9. Governing Law
This Payoff Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to any conflicts of law principles that would require or permit the application of the laws of any other jurisdiction. Each party hereto consents to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City and State of New York, for any action or proceeding arising out of or relating to this Payoff Letter, and each party hereby irrevocably waives any objection to venue in such courts.
10. Counterparts and Delivery
This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile transmission or by electronic transmission in portable document format (PDF) or other electronic imaging means shall be effective as delivery of a manually executed counterpart hereof. The words "execution," "signed," "signature," and words of similar import in this Payoff Letter shall be deemed to include electronic signatures, which shall be of the same legal effect, validity, or enforceability as a manually executed signature, to the extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York Electronic Signatures and Records Act, and any other applicable state laws based on the Uniform Electronic Transactions Act.
[Signature Pages Follow]
SIGNATURE PAGE TO PAYOFF LETTER
IN WITNESS WHEREOF, the undersigned has executed this Payoff Letter as of the date first written above.
GREYSTONE FEDERAL CREDIT CORP., as Existing Administrative Agent and Collateral Agent
By: ________
Name: Marion Stillwell
Title: Vice President, Agency Services
Address:
200 Park Avenue South, 22nd Floor New York, New York 10003 Telephone: (212) 554-7856
Email: mstillwell@greystonefcc.com
ACKNOWLEDGMENT AND AGREEMENT
The undersigned Borrower hereby acknowledges receipt of this Payoff Letter, confirms the accuracy of the Obligations and amounts set forth herein, agrees to the terms and conditions set forth herein (including the payment of the Total Payoff Amount on the Payoff Date), and authorizes the application of funds and the release of Liens and security interests as described herein.
VERIMARK HOSPITALITY GROUP INC., as Borrower
By: ________
Name: Glenn Fischbach
Title: Treasurer
Address:
8200 West Palmetto Park Road, Suite 1500 Boca Raton, Florida 33433 Telephone: (561) 988-4200
Email: gfischbach@verimarkhospitality.com
EXHIBIT A
PAYOFF AMOUNT SCHEDULE
The following table sets forth a summary of all components of the Total Payoff Amount required to be remitted to the Existing Agent on the Payoff Date in order to satisfy, pay in full, and discharge all Obligations of the Loan Parties under the Existing Credit Agreement and the related Loan Documents:
Per Diem Interest Calculation:
In the event that the payoff is not consummated on July 21, 2022, additional interest shall accrue on the outstanding principal balance at the applicable rate under the Existing Credit Agreement. The per diem interest accrual is calculated as follows:
Outstanding Principal: $621,875,000.00
Applicable Interest Rate: LIBOR + 4.25% (current all-in rate approximately 5.00%, subject to adjustment)
Day Count Convention: Actual/360
Per Diem Interest: approximately $85,185.19 per calendar day
(Calculated as: $621,875,000.00 × 5.00% / 360 ≈ $86,371.53; or, if the current all-in rate is approximately 4.935%, $621,875,000.00 × 4.935% / 360 ≈ $85,185.19)
Note: The per diem interest amount set forth above is approximate and is based on the applicable LIBOR rate as of the date of this Payoff Letter. The actual per diem amount will vary depending on the applicable LIBOR rate in effect on each day following July 21, 2022. The Borrower should contact the Existing Agent for an updated per diem calculation if the payoff is delayed beyond the Payoff Date. The exact accrued interest amount and Total Payoff Amount will be confirmed by the Existing Agent on the actual date of payoff.
EXHIBIT B
WIRE TRANSFER INSTRUCTIONS
All payoff funds constituting the Total Payoff Amount shall be remitted by wire transfer of immediately available funds (United States dollars) to the account specified below. This Exhibit B is provided for the operational convenience of the parties and their respective treasury and wire-transfer personnel.
Wire Transfer Details:
Pre-Advice and Confirmation Contact:
Marion Stillwell Vice President, Agency Services Greystone Federal Credit Corp. 200 Park Avenue South, 22nd Floor New York, New York 10003
Telephone: (212) 554-7856 Facsimile: (212) 554-7899
Email: mstillwell@greystonefcc.com
Instructions to Wire Originator:
1.  A pre-advice notification of the wire transfer must be sent to Marion Stillwell at the telephone number and email address set forth above no later than one (1) Business Day prior to the anticipated Payoff Date. The pre-advice should include the anticipated wire amount, the date of the wire, and the Fedwire reference number or IMAD number, if available.
2.  Upon initiation of the wire transfer, the wire originator should promptly confirm such initiation by telephone to Marion Stillwell at (212) 554-7856 and by email to mstillwell@greystonefcc.com, providing the Fedwire reference number, the exact wire amount, and the date and time of initiation.
3.  All wire transfers must be sent as Fedwire transfers denominated in United States Dollars. ACH transfers, check payments, and other non-Fedwire payment methods will not be accepted.
4.  The wire reference field (OBI field) should clearly identify the transaction as: "Verimark Hospitality Group Inc. / CUSIP 92347LAA0 / Payoff — July 21, 2022."
5.  In the event of any difficulty in initiating or completing the wire transfer, the wire originator should contact Marion Stillwell immediately at the telephone number set forth above.
IMPORTANT: The wire transfer instructions set forth in this Exhibit B are subject to the terms and conditions of the Payoff Letter to which this Exhibit B is attached. In the event of any discrepancy between the wire transfer instructions in Section 4 of the Payoff Letter and this Exhibit B, the instructions in Section 4 of the Payoff Letter shall control. The Existing Agent shall not be responsible for any delay, loss, or misdirection of funds resulting from the use of incorrect wire instructions by the Borrower or any third party.
Component | Amount
Outstanding Principal | $621,875,000.00
Accrued and Unpaid Interest (through July 21, 2022) | $2,916,667.00 (approximate)
Prepayment Premium (0.50% × $625,000,000) | $3,125,000.00
Other Amounts (agent fees, expenses, breakage) | $0.00
Total Payoff Amount | $627,916,667.00 (approximate)
Component | Amount
Outstanding Principal (as of July 21, 2022) | $621,875,000.00
Accrued and Unpaid Interest (through July 21, 2022) | $2,916,667.00 (approximate)
Prepayment Premium (0.50% × $625,000,000.00) | $3,125,000.00
Administrative Agent Fees | $0.00
Reimbursable Expenses / Indemnification | $0.00
Breakage Costs (estimated) | $0.00
Total Payoff Amount | $627,916,667.00 (approximate)
Field | Information
Beneficiary Bank Name | Greystone Federal Credit Corp.
ABA Routing Number (Fedwire) | 021-207-614
Account Name | Greystone Federal Credit Corp. — Agency Services Payoff Account
Account Number | 8847-2031-5590
Reference / OBI Field | Verimark Hospitality Group Inc. / CUSIP 92347LAA0 / Payoff — July 21, 2022
Attention | Marion Stillwell, Vice President, Agency Services

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

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

SIGNATURE PAGE TO PAYOFF LETTER

ACKNOWLEDGMENT AND AGREEMENT

EXHIBIT A

PAYOFF AMOUNT SCHEDULE

EXHIBIT B

WIRE TRANSFER INSTRUCTIONS

Record

Parties

Dates

Amounts