1021-00001 · Verimark Hospitality Group · Payoff & Discharge

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WIRE TRANSFER INSTRUCTIONS

PAYOFF OF EXISTING TERM LOAN B

Date: July 21, 2022

Reference: $700,000,000 Senior Secured Term Loan B Credit Agreement dated as of July 21, 2022 (the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation ("VHG" or the "Borrower"), the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A. ("Crescent Harbor"), in its capacity as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto.

Crescent Harbor Internal Loan Number: CHB-LF-2022-07814

Calderwood & Harkness LLP Engagement Number: 1016-00009

Prepared by: Sophie Tremblay, Lead Associate, Banking & Finance, Calderwood & Harkness LLP, One Liberty Plaza, 52nd Floor, New York, NY 10006

Delivered in connection with: The payoff and discharge of the existing $625,000,000 Term Loan B (CUSIP: 92347LAA0) outstanding under that certain Credit Agreement dated as of February 14, 2020 (the "Existing Credit Agreement"), among Verimark Hospitality Group Inc., the guarantors party thereto, Greystone Federal Credit Corp. ("Greystone"), as administrative agent (in such capacity, the "Existing Agent"), and the lenders from time to time party thereto.

1. Purpose and Background

These wire transfer instructions (these "Wire Transfer Instructions") are delivered in connection with the closing of the Credit Agreement on July 21, 2022 (the "Closing Date"), pursuant to which Crescent Harbor Bank, N.A., as Administrative Agent, and the Lenders party to the Credit Agreement will make available to VHG a new senior secured term loan B facility in an aggregate principal amount of $700,000,000 (the "New TLB"). The closing of the Credit Agreement is structured as a simultaneous sign-and-close, with the initial borrowing under the New TLB occurring on the Closing Date.

The primary purpose of this wire transfer is to effect the full and final payoff and discharge of VHG's existing $625,000,000 senior secured term loan B facility (the "Existing TLB") under the Existing Credit Agreement, which was originally closed on February 14, 2020 and has been administered since that date by Greystone Federal Credit Corp., in its capacity as Existing Agent.

As of the Closing Date, the outstanding principal balance of the Existing TLB is $621,875,000, reflecting aggregate scheduled amortization payments of $3,125,000 that have been made by VHG since origination of the Existing TLB (calculated as the original principal amount of $625,000,000 less $3,125,000 in cumulative scheduled principal amortization payments). No voluntary or mandatory prepayments of principal have been made prior to the date hereof.

The payoff amount set forth in Section 2 below has been confirmed pursuant to the Payoff Letter dated July 19, 2022 (the "Payoff Letter"), issued by Greystone Federal Credit Corp. in its capacity as Existing Agent. The primary contact at Greystone with respect to the Payoff Letter and the matters described herein is Marion Stillwell, Vice President, Agency Services. The Payoff Letter sets forth the definitive payoff amount, the per diem interest accrual rate, the good-through date, and the wire transfer instructions for remittance of the payoff funds.

Upon receipt and application of the payoff funds by the Existing Agent in accordance with the Payoff Letter, Greystone Federal Credit Corp. will (a) release all liens and security interests granted in favor of the Existing Agent and the lenders under the Existing Credit Agreement, (b) authorize the filing of UCC-3 termination statements with respect to all financing statements filed in connection with the Existing Credit Agreement, and (c) authorize the preparation, execution, and recording of mortgage releases, reconveyances, and other instruments of discharge with respect to all real property liens securing the Existing TLB.

The payoff funds will be wired from Crescent Harbor Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, from the proceeds of the initial drawdown of the New TLB. The gross proceeds of the New TLB are $700,000,000; however, net funding proceeds available for disbursement on the Closing Date are $693,000,000, reflecting an original issue discount ("OID") of $7,000,000 (representing 1.00% of the aggregate principal amount). From such net funding proceeds, the payoff amount described herein will be remitted to Greystone in accordance with the wire instructions set forth in Section 3 below.

2. Payoff Amount Summary

The following table sets forth the components of the total payoff amount required to effect the full and final payoff and discharge of the Existing TLB, as confirmed by the Payoff Letter dated July 19, 2022:

Accrued and Unpaid Interest. The accrued and unpaid interest figure set forth above is an estimate calculated through and including July 21, 2022 based on the applicable interest rate under the Existing Credit Agreement as of the most recent interest period. The definitive per diem interest accrual amount is set forth in the Payoff Letter and shall be used to calculate the final interest component of the payoff amount as of the actual date of receipt of the payoff wire by Greystone. As of the date of the Payoff Letter, the per diem interest accrual on the outstanding principal balance of the Existing TLB is approximately $170,139 per day.

Prepayment Premium. The Existing Credit Agreement provides that any voluntary prepayment of the Existing TLB made on or prior to the second anniversary of the closing date of the Existing Credit Agreement (i.e., on or prior to February 14, 2022) is subject to a prepayment premium of 1.00% of the principal amount prepaid, and any voluntary prepayment made after the second anniversary but on or prior to the third anniversary (i.e., on or prior to February 14, 2023) is subject to a prepayment premium of 0.50% of the principal amount prepaid. Because the payoff is being effected on July 21, 2022, which falls within the soft-call period between the second and third anniversaries, the applicable prepayment premium is 0.50% of the original principal amount of $625,000,000, yielding a prepayment premium of $3,125,000.00.

Note Regarding Per Diem Adjustments. The payoff amount set forth above is calculated through and including July 21, 2022. In the event that the closing of the Credit Agreement and the remittance of the payoff wire are delayed beyond July 21, 2022, additional per diem interest will continue to accrue on the outstanding principal balance of the Existing TLB at the rate set forth in the Payoff Letter, and the total payoff amount will be adjusted accordingly. In such event, a revised payoff statement must be obtained from Greystone Federal Credit Corp. (Marion Stillwell, Vice President, Agency Services) prior to the initiation of the payoff wire, and the wire amount must be adjusted to reflect the revised payoff figure.

Reference. For the definitive payoff figures and the good-through date applicable thereto, reference is made to the Payoff Letter dated July 19, 2022, a copy of which is attached hereto as Appendix A. In the event of any discrepancy between the amounts set forth in this Section 2 and those set forth in the Payoff Letter, the Payoff Letter shall control.

3. Wire Transfer Instructions — Greystone Federal Credit Corp. (Payoff Recipient)

The following wire transfer instructions shall be used for the remittance of the payoff funds to Greystone Federal Credit Corp., as Existing Agent, on the Closing Date. These wire instructions have been extracted from, and are consistent with, the wire instructions set forth in the Payoff Letter dated July 19, 2022.

Important Notes Regarding Wire Instructions:

(a) The ABA routing number and account number set forth above are as specified in the Payoff Letter dated July 19, 2022. Crescent Harbor Bank, N.A., as Administrative Agent, and VHG should independently verify such routing and account numbers with Greystone Federal Credit Corp. prior to the initiation of the payoff wire. Neither Calderwood & Harkness LLP nor Whitfield Gage & Partridge LLP assumes any responsibility for the accuracy of such wire transfer details.

(b) The reference line / OBI field information must be included in the wire transfer in order to facilitate prompt identification and application of the payoff funds by Greystone's Agency Services department. Failure to include the correct reference information may result in delays in the posting and confirmation of the payoff.

(c) In the event of any discrepancy between the wire transfer instructions set forth in this Section 3 and those set forth in the Payoff Letter, the Payoff Letter shall control in all respects.

(d) These wire instructions are for domestic Fedwire transfer only. No international or cross-border transfer is contemplated with respect to the payoff of the Existing TLB.

4. Wire Originator Information — Crescent Harbor Bank, N.A.

The payoff wire will be originated by Crescent Harbor Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement dated as of July 21, 2022. The following information identifies the originating institution and account from which the payoff funds will be disbursed.

Authorized Contacts at Crescent Harbor Bank, N.A.:

• Theodore "Ted" Marchetti, Managing Director, Leveraged Finance — authorized to approve and initiate the payoff wire and to confirm the disbursement of funds from the Leveraged Finance Agency Disbursement Account.

• Anika Holm, Director, Loan Syndications — authorized to coordinate wire timing and to receive confirmation of wire receipt from Greystone Federal Credit Corp.

• Contact telephone numbers and email addresses for Mr. Marchetti and Ms. Holm will be provided under separate cover to the relevant parties and are on file with Calderwood & Harkness LLP.

The Leveraged Finance Agency Disbursement Account identified above is the account into which the net funding proceeds of the initial drawdown under the New TLB ($693,000,000, net of $7,000,000 OID) will be deposited by the Lenders on the Closing Date, and from which all Closing Date disbursements (including the payoff wire described herein) will be made.

5. Timing and Settlement Instructions

The following timing and settlement instructions apply to the payoff wire described herein:

Wire Date. The payoff wire must be initiated and received by Greystone Federal Credit Corp. on July 21, 2022 (the Closing Date and Funding Date under the Credit Agreement). The payoff of the Existing TLB is a condition to the effectiveness of certain post-closing deliverables under the Credit Agreement, and timely receipt of the payoff funds by Greystone is essential to the orderly completion of the refinancing transaction.

Same-Day / Immediately Available Funds. The payoff wire is to be sent on a same-day, immediately available funds basis via the Federal Reserve's Fedwire Funds Service. No alternative settlement mechanism (including, without limitation, ACH transfer, check, or CHIPS settlement) is authorized for the remittance of the payoff funds.

Conditions Precedent to Wire Initiation. Crescent Harbor Bank, N.A., as Administrative Agent, shall initiate the payoff wire promptly upon confirmation that all conditions precedent to the initial borrowing under the Credit Agreement (as set forth in Article IV thereof) have been satisfied or waived in accordance with the terms of the Credit Agreement. Such conditions precedent include, without limitation, the delivery of executed loan documents, the delivery of legal opinions, the delivery of officer's certificates, the completion of lien searches, the receipt of evidence of insurance, and the satisfaction of all "know your customer" and anti-money laundering requirements.

Estimated Wire Initiation Time. The payoff wire is expected to be initiated during the morning of July 21, 2022, with the precise time to be coordinated among Calderwood & Harkness LLP, Whitfield Gage & Partridge LLP, Crescent Harbor Bank, N.A., and VHG in connection with the closing mechanics for the Credit Agreement. All parties should be prepared to facilitate wire initiation as early as 9:00 a.m. (Eastern Time) on the Closing Date, subject to the satisfaction of the conditions precedent described above.

Good-Through Date. The payoff amount set forth in Section 2 above is calculated as of, and good through, July 21, 2022, as specified in the Payoff Letter. If, for any reason, the payoff funds are not received by Greystone Federal Credit Corp. on or before July 21, 2022, per diem interest will continue to accrue on the outstanding principal balance of the Existing TLB at the rate set forth in the Payoff Letter, and a revised payoff amount must be obtained from Greystone prior to any subsequent attempt to remit payoff funds.

Confirmation of Receipt. Upon receipt of the payoff wire, Greystone Federal Credit Corp. (Marion Stillwell, Vice President, Agency Services) shall confirm receipt of the payoff funds via email to the following individuals:

(i) Sophie Tremblay, Lead Associate, Calderwood & Harkness LLP;

(ii) Anika Holm, Director, Loan Syndications, Crescent Harbor Bank, N.A.; and

(iii) such other persons as may be designated by VHG or Crescent Harbor in writing prior to the Closing Date.

Crescent Harbor Bank, N.A., shall retain a copy of the Fedwire confirmation or transaction reference number for inclusion in the closing binder assembled by Calderwood & Harkness LLP.

6. Confirmation and Notification Procedures

Upon receipt and confirmation of the payoff wire by Greystone Federal Credit Corp. in the full amount required by the Payoff Letter, the following post-payoff confirmation and notification procedures shall apply:

Confirmation of Payoff and Release Letter. Greystone Federal Credit Corp. shall deliver a written Confirmation of Payoff and Release Letter (the "Payoff Confirmation Letter") confirming that all amounts owing under the Existing Credit Agreement have been paid in full and that all obligations of the Borrower and the Guarantors thereunder have been discharged. The Payoff Confirmation Letter is expected to be delivered on or about July 22, 2022, i.e., the first business day following the receipt and application of the payoff funds.

UCC-3 Termination Statements. Greystone Federal Credit Corp. shall authorize the filing of UCC-3 termination statements with respect to all financing statements filed by or on behalf of the Existing Agent in connection with the Existing Credit Agreement, including, without limitation:

(a) any financing statements filed with the Secretary of State of the State of Delaware (VHG's jurisdiction of organization);

(b) any financing statements filed in other applicable jurisdictions, including, without limitation, with respect to any Guarantor organized or located in a jurisdiction other than Delaware; and

Calderwood & Harkness LLP will coordinate with Greystone (or its counsel) to obtain executed UCC-3 termination statements and will cause such statements to be filed promptly following receipt.

Release of Real Property Liens. Greystone Federal Credit Corp. shall authorize the preparation, execution, and delivery of releases, satisfactions, reconveyances, and other instruments of discharge with respect to all mortgages, deeds of trust, and other real property liens granted in favor of the Existing Agent securing the Existing TLB. Calderwood & Harkness LLP will coordinate with Greystone (or its counsel) and with local counsel, as applicable, to ensure that such instruments are recorded in the appropriate county land records offices in each jurisdiction where a mortgage or deed of trust was recorded.

Coordination with Agent's Counsel. Calderwood & Harkness LLP shall coordinate with Whitfield Gage & Partridge LLP, counsel to Crescent Harbor Bank, N.A. in its capacity as Administrative Agent under the Credit Agreement, with respect to the confirmation of payoff receipt and the post-closing lien release and termination procedures. The primary contacts at Whitfield Gage & Partridge LLP for this purpose are:

• Harrison Whitfield III, Partner; and

• Megan Yeung, Senior Associate.

Closing Binder. A copy of the confirmed wire receipt (including the Fedwire transaction reference number), the Payoff Confirmation Letter, and copies of all filed UCC-3 termination statements and recorded mortgage releases shall be retained in the closing binder assembled by Calderwood & Harkness LLP in connection with the Credit Agreement.

7. Cross-Reference to Funds Flow Memorandum

These Wire Transfer Instructions relate solely to the payoff of the Existing TLB and the remittance of the payoff funds to Greystone Federal Credit Corp. as described herein. These Wire Transfer Instructions do not address the other uses of the net funding proceeds of the New TLB.

For the complete sources and uses of the $700,000,000 New TLB proceeds (reflecting net funding of $693,000,000 after the $7,000,000 OID), including all Closing Date disbursements, reference is made to the Funds Flow Memorandum dated July 20, 2022 (the "Funds Flow Memorandum"), which sets forth the following summary of uses:

Note: The figures above are approximate and subject to final reconciliation pursuant to the Funds Flow Memorandum. The sum of uses shown above may differ slightly from the $693,000,000 net funding amount due to rounding and the treatment of certain fees netted at source. Reference is made to the Funds Flow Memorandum for definitive figures.

Wire transfer instructions for the disbursement of the arrangement fee to Crescent Harbor Bank, N.A., the advisory fee to Meridian Strauss Advisory LLC, legal and closing costs to Calderwood & Harkness LLP and Whitfield Gage & Partridge LLP (among others), and net proceeds to VHG are set forth in the Funds Flow Memorandum and are not duplicated herein. The parties should refer to the Funds Flow Memorandum for the complete wire instructions applicable to each such disbursement.

8. Disclaimers and Important Notices

Confidentiality. These Wire Transfer Instructions are confidential and are intended solely for use by Crescent Harbor Bank, N.A. (in its capacity as Administrative Agent under the Credit Agreement), Verimark Hospitality Group Inc., Calderwood & Harkness LLP, and Whitfield Gage & Partridge LLP, in each case solely in connection with the closing of the Credit Agreement and the payoff of the Existing TLB. These Wire Transfer Instructions shall not be distributed to, or relied upon by, any other person or entity without the prior written consent of Calderwood & Harkness LLP and VHG.

Verification of Wire Details. VHG and Crescent Harbor Bank, N.A. are each independently responsible for verifying the accuracy of all wire transfer routing numbers, account numbers, and other wire details set forth herein and in the Payoff Letter prior to the initiation of the payoff wire. Calderwood & Harkness LLP has prepared these Wire Transfer Instructions based on information provided by Greystone Federal Credit Corp. in the Payoff Letter and has not independently verified the accuracy of such wire details. Calderwood & Harkness LLP assumes no responsibility or liability for any errors in wire routing numbers, account numbers, or other transfer details, or for any loss or delay resulting from the misdirection or rejection of any wire transfer.

Wire Failure or Misdirection. In the event that the payoff wire is rejected, returned, or misdirected for any reason, the party initiating the wire (Crescent Harbor Bank, N.A.) must immediately notify (a) Greystone Federal Credit Corp. (Marion Stillwell, Vice President, Agency Services), (b) Calderwood & Harkness LLP (Sophie Tremblay), and (c) Whitfield Gage & Partridge LLP (Harrison Whitfield III / Megan Yeung). Crescent Harbor Bank, N.A. shall use commercially reasonable efforts to trace and recover any misdirected funds and to re-initiate the payoff wire as promptly as practicable.

Currency. All amounts set forth in these Wire Transfer Instructions are denominated in United States Dollars. No foreign currency conversion is required or contemplated in connection with the payoff of the Existing TLB.

No Legal Advice. These Wire Transfer Instructions are prepared by Calderwood & Harkness LLP in its capacity as counsel to VHG and do not constitute legal advice to Crescent Harbor Bank, N.A. or any other party. Crescent Harbor Bank, N.A. should consult its own counsel, Whitfield Gage & Partridge LLP, with respect to any questions regarding the legal effect of these Wire Transfer Instructions or the Payoff Letter.

Signature and Contact Block

[Signature Page to Wire Transfer Instructions — Payoff of Existing Term Loan B]

PREPARED AND DELIVERED BY:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Sophie Tremblay

Title: Lead Associate, Banking & Finance

Date: July 21, 2022

Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006 Engagement Number: 1016-00009

APPROVED BY:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Ian Blackwood

Title: Partner, Banking & Finance

Date: July 21, 2022

CLIENT ACKNOWLEDGMENT:

The undersigned officers of Verimark Hospitality Group Inc. hereby acknowledge receipt and review of these Wire Transfer Instructions and confirm that the payoff amount and wire transfer instructions set forth herein are consistent with the terms of the Payoff Letter dated July 19, 2022, and the Funds Flow Memorandum dated July 20, 2022.

VERIMARK HOSPITALITY GROUP INC.

By: ________

Name: Priya Narayanan

Title: General Counsel & Corporate Secretary

Date: ________

By: ________

Name: Glenn Fischbach

Title: Treasurer

Date: ________

8200 West Palmetto Park Road, Suite 1500 Boca Raton, FL 33433

ADMINISTRATIVE AGENT ACKNOWLEDGMENT:

The undersigned officer of Crescent Harbor Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, hereby acknowledges receipt and review of these Wire Transfer Instructions and confirms that Crescent Harbor Bank, N.A. will initiate the payoff wire in accordance with the terms hereof, subject to the satisfaction or waiver of all conditions precedent to funding under the Credit Agreement.

CRESCENT HARBOR BANK, N.A., as Administrative Agent

By: ________

Name: Theodore "Ted" Marchetti

Title: Managing Director, Leveraged Finance

Date: ________

600 Lexington Avenue, 34th Floor New York, NY 10022

APPENDIX A

Copy of Payoff Letter Wire Instructions

Payoff Letter dated July 19, 2022 Issued by Greystone Federal Credit Corp.

The Payoff Letter dated July 19, 2022, was issued by Greystone Federal Credit Corp., in its capacity as Administrative Agent under the Existing Credit Agreement, and provides the definitive payoff amount, per diem interest accrual, good-through date, and wire transfer instructions for the full payoff and discharge of the Existing TLB.

Issuer of Payoff Letter:

Greystone Federal Credit Corp.

Attention: Marion Stillwell, Vice President, Agency Services

200 Park Avenue South, 22nd Floor New York, NY 10003

Payoff Letter Details:

• Date of Payoff Letter: July 19, 2022

• Good-Through Date: July 21, 2022

• Loan Reference: $625,000,000 Senior Secured Term Loan B — CUSIP: 92347LAA0

• Borrower: Verimark Hospitality Group Inc.

Notation Regarding Wire Instructions.

The wire transfer instructions set forth in Section 3 of these Wire Transfer Instructions have been extracted from the Payoff Letter. A complete copy of the Payoff Letter, including the original wire transfer instructions as set forth therein, is attached to this Appendix A immediately following this page.

In the event of any discrepancy between the wire transfer instructions set forth in Section 3 of these Wire Transfer Instructions and those set forth in the original Payoff Letter, the Payoff Letter shall control in all respects.

[Payoff Letter attached on following pages]

CONFIDENTIAL — This document and all attachments hereto contain confidential information intended solely for the use of the parties identified herein. Unauthorized distribution, reproduction, or use of this document is strictly prohibited.

Component	Amount
Outstanding Principal Balance (as of July 21, 2022)	$621,875,000.00
Accrued and Unpaid Interest (through and including July 21, 2022)	$2,916,667.00 (approx.)
Prepayment Premium (0.50% of original $625,000,000 principal amount)	$3,125,000.00
Total Payoff Amount	$627,916,667.00 (approx.)
Field	Detail
Beneficiary Name	Greystone Federal Credit Corp., as Administrative Agent
Beneficiary Address	200 Park Avenue South, 22nd Floor, New York, NY 10003
Receiving Bank	Greystone Federal Credit Corp.
ABA Routing Number	021-209-417
Account Number	8830-4527-6100
Account Name	Greystone Federal Credit Corp. — Agency Services Payoff Account
Reference Line / OBI Field	"Verimark Hospitality Group Inc. — TLB Payoff — CUSIP 92347LAA0 — Loan Payoff dated July 21, 2022"
Attention	Marion Stillwell, Vice President, Agency Services
Contact Telephone	To be provided under separate cover
Contact Email	To be provided under separate cover
SWIFT Code	N/A — Domestic Fedwire Transfer
Field	Detail
Originating Bank	Crescent Harbor Bank, N.A.
Originating Bank Address	600 Lexington Avenue, 34th Floor, New York, NY 10022
Capacity	Administrative Agent under the Credit Agreement dated as of July 21, 2022
ABA Routing Number	021-307-582
Account Number	7714-0093-2200
Account Name	Crescent Harbor Bank, N.A. — Leveraged Finance Agency Disbursement Account
Use of Proceeds	Amount

Payoff of Existing Greystone TLB (as described herein)	$627,916,667.00 (approx.)
Arrangement Fee — Crescent Harbor Bank, N.A.	$3,500,000.00
Advisory Fee — Meridian Strauss Advisory LLC	$1,400,000.00
Legal and Closing Costs (estimated)	$3,200,000.00
Net Proceeds to VHG	$60,483,333.00 (approx.)
Total Uses (net of OID)	$696,500,000.00 (approx.)

WIRE TRANSFER INSTRUCTIONS
PAYOFF OF EXISTING TERM LOAN B
Date: July 21, 2022
Reference: $700,000,000 Senior Secured Term Loan B Credit Agreement dated as of July 21, 2022 (the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation ("VHG" or the "Borrower"), the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A. ("Crescent Harbor"), in its capacity as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto.
Crescent Harbor Internal Loan Number: CHB-LF-2022-07814
Calderwood & Harkness LLP Engagement Number: 1016-00009
Prepared by: Sophie Tremblay, Lead Associate, Banking & Finance, Calderwood & Harkness LLP, One Liberty Plaza, 52nd Floor, New York, NY 10006
Delivered in connection with: The payoff and discharge of the existing $625,000,000 Term Loan B (CUSIP: 92347LAA0) outstanding under that certain Credit Agreement dated as of February 14, 2020 (the "Existing Credit Agreement"), among Verimark Hospitality Group Inc., the guarantors party thereto, Greystone Federal Credit Corp. ("Greystone"), as administrative agent (in such capacity, the "Existing Agent"), and the lenders from time to time party thereto.
1. Purpose and Background
These wire transfer instructions (these "Wire Transfer Instructions") are delivered in connection with the closing of the Credit Agreement on July 21, 2022 (the "Closing Date"), pursuant to which Crescent Harbor Bank, N.A., as Administrative Agent, and the Lenders party to the Credit Agreement will make available to VHG a new senior secured term loan B facility in an aggregate principal amount of $700,000,000 (the "New TLB"). The closing of the Credit Agreement is structured as a simultaneous sign-and-close, with the initial borrowing under the New TLB occurring on the Closing Date.
The primary purpose of this wire transfer is to effect the full and final payoff and discharge of VHG's existing $625,000,000 senior secured term loan B facility (the "Existing TLB") under the Existing Credit Agreement, which was originally closed on February 14, 2020 and has been administered since that date by Greystone Federal Credit Corp., in its capacity as Existing Agent.
As of the Closing Date, the outstanding principal balance of the Existing TLB is $621,875,000, reflecting aggregate scheduled amortization payments of $3,125,000 that have been made by VHG since origination of the Existing TLB (calculated as the original principal amount of $625,000,000 less $3,125,000 in cumulative scheduled principal amortization payments). No voluntary or mandatory prepayments of principal have been made prior to the date hereof.
The payoff amount set forth in Section 2 below has been confirmed pursuant to the Payoff Letter dated July 19, 2022 (the "Payoff Letter"), issued by Greystone Federal Credit Corp. in its capacity as Existing Agent. The primary contact at Greystone with respect to the Payoff Letter and the matters described herein is Marion Stillwell, Vice President, Agency Services. The Payoff Letter sets forth the definitive payoff amount, the per diem interest accrual rate, the good-through date, and the wire transfer instructions for remittance of the payoff funds.
Upon receipt and application of the payoff funds by the Existing Agent in accordance with the Payoff Letter, Greystone Federal Credit Corp. will (a) release all liens and security interests granted in favor of the Existing Agent and the lenders under the Existing Credit Agreement, (b) authorize the filing of UCC-3 termination statements with respect to all financing statements filed in connection with the Existing Credit Agreement, and (c) authorize the preparation, execution, and recording of mortgage releases, reconveyances, and other instruments of discharge with respect to all real property liens securing the Existing TLB.
The payoff funds will be wired from Crescent Harbor Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, from the proceeds of the initial drawdown of the New TLB. The gross proceeds of the New TLB are $700,000,000; however, net funding proceeds available for disbursement on the Closing Date are $693,000,000, reflecting an original issue discount ("OID") of $7,000,000 (representing 1.00% of the aggregate principal amount). From such net funding proceeds, the payoff amount described herein will be remitted to Greystone in accordance with the wire instructions set forth in Section 3 below.
2. Payoff Amount Summary
The following table sets forth the components of the total payoff amount required to effect the full and final payoff and discharge of the Existing TLB, as confirmed by the Payoff Letter dated July 19, 2022:
Accrued and Unpaid Interest. The accrued and unpaid interest figure set forth above is an estimate calculated through and including July 21, 2022 based on the applicable interest rate under the Existing Credit Agreement as of the most recent interest period. The definitive per diem interest accrual amount is set forth in the Payoff Letter and shall be used to calculate the final interest component of the payoff amount as of the actual date of receipt of the payoff wire by Greystone. As of the date of the Payoff Letter, the per diem interest accrual on the outstanding principal balance of the Existing TLB is approximately $170,139 per day.
Prepayment Premium. The Existing Credit Agreement provides that any voluntary prepayment of the Existing TLB made on or prior to the second anniversary of the closing date of the Existing Credit Agreement (i.e., on or prior to February 14, 2022) is subject to a prepayment premium of 1.00% of the principal amount prepaid, and any voluntary prepayment made after the second anniversary but on or prior to the third anniversary (i.e., on or prior to February 14, 2023) is subject to a prepayment premium of 0.50% of the principal amount prepaid. Because the payoff is being effected on July 21, 2022, which falls within the soft-call period between the second and third anniversaries, the applicable prepayment premium is 0.50% of the original principal amount of $625,000,000, yielding a prepayment premium of $3,125,000.00.
Note Regarding Per Diem Adjustments. The payoff amount set forth above is calculated through and including July 21, 2022. In the event that the closing of the Credit Agreement and the remittance of the payoff wire are delayed beyond July 21, 2022, additional per diem interest will continue to accrue on the outstanding principal balance of the Existing TLB at the rate set forth in the Payoff Letter, and the total payoff amount will be adjusted accordingly. In such event, a revised payoff statement must be obtained from Greystone Federal Credit Corp. (Marion Stillwell, Vice President, Agency Services) prior to the initiation of the payoff wire, and the wire amount must be adjusted to reflect the revised payoff figure.
Reference. For the definitive payoff figures and the good-through date applicable thereto, reference is made to the Payoff Letter dated July 19, 2022, a copy of which is attached hereto as Appendix A. In the event of any discrepancy between the amounts set forth in this Section 2 and those set forth in the Payoff Letter, the Payoff Letter shall control.
3. Wire Transfer Instructions — Greystone Federal Credit Corp. (Payoff Recipient)
The following wire transfer instructions shall be used for the remittance of the payoff funds to Greystone Federal Credit Corp., as Existing Agent, on the Closing Date. These wire instructions have been extracted from, and are consistent with, the wire instructions set forth in the Payoff Letter dated July 19, 2022.
Important Notes Regarding Wire Instructions:
(a) The ABA routing number and account number set forth above are as specified in the Payoff Letter dated July 19, 2022. Crescent Harbor Bank, N.A., as Administrative Agent, and VHG should independently verify such routing and account numbers with Greystone Federal Credit Corp. prior to the initiation of the payoff wire. Neither Calderwood & Harkness LLP nor Whitfield Gage & Partridge LLP assumes any responsibility for the accuracy of such wire transfer details.
(b) The reference line / OBI field information must be included in the wire transfer in order to facilitate prompt identification and application of the payoff funds by Greystone's Agency Services department. Failure to include the correct reference information may result in delays in the posting and confirmation of the payoff.
(c) In the event of any discrepancy between the wire transfer instructions set forth in this Section 3 and those set forth in the Payoff Letter, the Payoff Letter shall control in all respects.
(d) These wire instructions are for domestic Fedwire transfer only. No international or cross-border transfer is contemplated with respect to the payoff of the Existing TLB.
4. Wire Originator Information — Crescent Harbor Bank, N.A.
The payoff wire will be originated by Crescent Harbor Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement dated as of July 21, 2022. The following information identifies the originating institution and account from which the payoff funds will be disbursed.
Authorized Contacts at Crescent Harbor Bank, N.A.:
•  Theodore "Ted" Marchetti, Managing Director, Leveraged Finance — authorized to approve and initiate the payoff wire and to confirm the disbursement of funds from the Leveraged Finance Agency Disbursement Account.
•  Anika Holm, Director, Loan Syndications — authorized to coordinate wire timing and to receive confirmation of wire receipt from Greystone Federal Credit Corp.
•  Contact telephone numbers and email addresses for Mr. Marchetti and Ms. Holm will be provided under separate cover to the relevant parties and are on file with Calderwood & Harkness LLP.
The Leveraged Finance Agency Disbursement Account identified above is the account into which the net funding proceeds of the initial drawdown under the New TLB ($693,000,000, net of $7,000,000 OID) will be deposited by the Lenders on the Closing Date, and from which all Closing Date disbursements (including the payoff wire described herein) will be made.
5. Timing and Settlement Instructions
The following timing and settlement instructions apply to the payoff wire described herein:
Wire Date. The payoff wire must be initiated and received by Greystone Federal Credit Corp. on July 21, 2022 (the Closing Date and Funding Date under the Credit Agreement). The payoff of the Existing TLB is a condition to the effectiveness of certain post-closing deliverables under the Credit Agreement, and timely receipt of the payoff funds by Greystone is essential to the orderly completion of the refinancing transaction.
Same-Day / Immediately Available Funds. The payoff wire is to be sent on a same-day, immediately available funds basis via the Federal Reserve's Fedwire Funds Service. No alternative settlement mechanism (including, without limitation, ACH transfer, check, or CHIPS settlement) is authorized for the remittance of the payoff funds.
Conditions Precedent to Wire Initiation. Crescent Harbor Bank, N.A., as Administrative Agent, shall initiate the payoff wire promptly upon confirmation that all conditions precedent to the initial borrowing under the Credit Agreement (as set forth in Article IV thereof) have been satisfied or waived in accordance with the terms of the Credit Agreement. Such conditions precedent include, without limitation, the delivery of executed loan documents, the delivery of legal opinions, the delivery of officer's certificates, the completion of lien searches, the receipt of evidence of insurance, and the satisfaction of all "know your customer" and anti-money laundering requirements.
Estimated Wire Initiation Time. The payoff wire is expected to be initiated during the morning of July 21, 2022, with the precise time to be coordinated among Calderwood & Harkness LLP, Whitfield Gage & Partridge LLP, Crescent Harbor Bank, N.A., and VHG in connection with the closing mechanics for the Credit Agreement. All parties should be prepared to facilitate wire initiation as early as 9:00 a.m. (Eastern Time) on the Closing Date, subject to the satisfaction of the conditions precedent described above.
Good-Through Date. The payoff amount set forth in Section 2 above is calculated as of, and good through, July 21, 2022, as specified in the Payoff Letter. If, for any reason, the payoff funds are not received by Greystone Federal Credit Corp. on or before July 21, 2022, per diem interest will continue to accrue on the outstanding principal balance of the Existing TLB at the rate set forth in the Payoff Letter, and a revised payoff amount must be obtained from Greystone prior to any subsequent attempt to remit payoff funds.
Confirmation of Receipt. Upon receipt of the payoff wire, Greystone Federal Credit Corp. (Marion Stillwell, Vice President, Agency Services) shall confirm receipt of the payoff funds via email to the following individuals:
(i) Sophie Tremblay, Lead Associate, Calderwood & Harkness LLP;
(ii) Anika Holm, Director, Loan Syndications, Crescent Harbor Bank, N.A.; and
(iii) such other persons as may be designated by VHG or Crescent Harbor in writing prior to the Closing Date.
Crescent Harbor Bank, N.A., shall retain a copy of the Fedwire confirmation or transaction reference number for inclusion in the closing binder assembled by Calderwood & Harkness LLP.
6. Confirmation and Notification Procedures
Upon receipt and confirmation of the payoff wire by Greystone Federal Credit Corp. in the full amount required by the Payoff Letter, the following post-payoff confirmation and notification procedures shall apply:
Confirmation of Payoff and Release Letter. Greystone Federal Credit Corp. shall deliver a written Confirmation of Payoff and Release Letter (the "Payoff Confirmation Letter") confirming that all amounts owing under the Existing Credit Agreement have been paid in full and that all obligations of the Borrower and the Guarantors thereunder have been discharged. The Payoff Confirmation Letter is expected to be delivered on or about July 22, 2022, i.e., the first business day following the receipt and application of the payoff funds.
UCC-3 Termination Statements. Greystone Federal Credit Corp. shall authorize the filing of UCC-3 termination statements with respect to all financing statements filed by or on behalf of the Existing Agent in connection with the Existing Credit Agreement, including, without limitation:
(a) any financing statements filed with the Secretary of State of the State of Delaware (VHG's jurisdiction of organization);
(b) any financing statements filed in other applicable jurisdictions, including, without limitation, with respect to any Guarantor organized or located in a jurisdiction other than Delaware; and
(c) any fixture filings or other financing statements filed with any county recorder or similar filing office.
Calderwood & Harkness LLP will coordinate with Greystone (or its counsel) to obtain executed UCC-3 termination statements and will cause such statements to be filed promptly following receipt.
Release of Real Property Liens. Greystone Federal Credit Corp. shall authorize the preparation, execution, and delivery of releases, satisfactions, reconveyances, and other instruments of discharge with respect to all mortgages, deeds of trust, and other real property liens granted in favor of the Existing Agent securing the Existing TLB. Calderwood & Harkness LLP will coordinate with Greystone (or its counsel) and with local counsel, as applicable, to ensure that such instruments are recorded in the appropriate county land records offices in each jurisdiction where a mortgage or deed of trust was recorded.
Coordination with Agent's Counsel. Calderwood & Harkness LLP shall coordinate with Whitfield Gage & Partridge LLP, counsel to Crescent Harbor Bank, N.A. in its capacity as Administrative Agent under the Credit Agreement, with respect to the confirmation of payoff receipt and the post-closing lien release and termination procedures. The primary contacts at Whitfield Gage & Partridge LLP for this purpose are:
•  Harrison Whitfield III, Partner; and
•  Megan Yeung, Senior Associate.
Closing Binder. A copy of the confirmed wire receipt (including the Fedwire transaction reference number), the Payoff Confirmation Letter, and copies of all filed UCC-3 termination statements and recorded mortgage releases shall be retained in the closing binder assembled by Calderwood & Harkness LLP in connection with the Credit Agreement.
7. Cross-Reference to Funds Flow Memorandum
These Wire Transfer Instructions relate solely to the payoff of the Existing TLB and the remittance of the payoff funds to Greystone Federal Credit Corp. as described herein. These Wire Transfer Instructions do not address the other uses of the net funding proceeds of the New TLB.
For the complete sources and uses of the $700,000,000 New TLB proceeds (reflecting net funding of $693,000,000 after the $7,000,000 OID), including all Closing Date disbursements, reference is made to the Funds Flow Memorandum dated July 20, 2022 (the "Funds Flow Memorandum"), which sets forth the following summary of uses:
Note: The figures above are approximate and subject to final reconciliation pursuant to the Funds Flow Memorandum. The sum of uses shown above may differ slightly from the $693,000,000 net funding amount due to rounding and the treatment of certain fees netted at source. Reference is made to the Funds Flow Memorandum for definitive figures.
Wire transfer instructions for the disbursement of the arrangement fee to Crescent Harbor Bank, N.A., the advisory fee to Meridian Strauss Advisory LLC, legal and closing costs to Calderwood & Harkness LLP and Whitfield Gage & Partridge LLP (among others), and net proceeds to VHG are set forth in the Funds Flow Memorandum and are not duplicated herein. The parties should refer to the Funds Flow Memorandum for the complete wire instructions applicable to each such disbursement.
8. Disclaimers and Important Notices
Confidentiality. These Wire Transfer Instructions are confidential and are intended solely for use by Crescent Harbor Bank, N.A. (in its capacity as Administrative Agent under the Credit Agreement), Verimark Hospitality Group Inc., Calderwood & Harkness LLP, and Whitfield Gage & Partridge LLP, in each case solely in connection with the closing of the Credit Agreement and the payoff of the Existing TLB. These Wire Transfer Instructions shall not be distributed to, or relied upon by, any other person or entity without the prior written consent of Calderwood & Harkness LLP and VHG.
Verification of Wire Details. VHG and Crescent Harbor Bank, N.A. are each independently responsible for verifying the accuracy of all wire transfer routing numbers, account numbers, and other wire details set forth herein and in the Payoff Letter prior to the initiation of the payoff wire. Calderwood & Harkness LLP has prepared these Wire Transfer Instructions based on information provided by Greystone Federal Credit Corp. in the Payoff Letter and has not independently verified the accuracy of such wire details. Calderwood & Harkness LLP assumes no responsibility or liability for any errors in wire routing numbers, account numbers, or other transfer details, or for any loss or delay resulting from the misdirection or rejection of any wire transfer.
Wire Failure or Misdirection. In the event that the payoff wire is rejected, returned, or misdirected for any reason, the party initiating the wire (Crescent Harbor Bank, N.A.) must immediately notify (a) Greystone Federal Credit Corp. (Marion Stillwell, Vice President, Agency Services), (b) Calderwood & Harkness LLP (Sophie Tremblay), and (c) Whitfield Gage & Partridge LLP (Harrison Whitfield III / Megan Yeung). Crescent Harbor Bank, N.A. shall use commercially reasonable efforts to trace and recover any misdirected funds and to re-initiate the payoff wire as promptly as practicable.
Currency. All amounts set forth in these Wire Transfer Instructions are denominated in United States Dollars. No foreign currency conversion is required or contemplated in connection with the payoff of the Existing TLB.
No Legal Advice. These Wire Transfer Instructions are prepared by Calderwood & Harkness LLP in its capacity as counsel to VHG and do not constitute legal advice to Crescent Harbor Bank, N.A. or any other party. Crescent Harbor Bank, N.A. should consult its own counsel, Whitfield Gage & Partridge LLP, with respect to any questions regarding the legal effect of these Wire Transfer Instructions or the Payoff Letter.
Signature and Contact Block
[Signature Page to Wire Transfer Instructions — Payoff of Existing Term Loan B]
PREPARED AND DELIVERED BY:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sophie Tremblay
Title: Lead Associate, Banking & Finance
Date: July 21, 2022
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006 Engagement Number: 1016-00009
APPROVED BY:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Ian Blackwood
Title: Partner, Banking & Finance
Date: July 21, 2022
CLIENT ACKNOWLEDGMENT:
The undersigned officers of Verimark Hospitality Group Inc. hereby acknowledge receipt and review of these Wire Transfer Instructions and confirm that the payoff amount and wire transfer instructions set forth herein are consistent with the terms of the Payoff Letter dated July 19, 2022, and the Funds Flow Memorandum dated July 20, 2022.
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: Priya Narayanan
Title: General Counsel & Corporate Secretary
Date: ________
By: ________
Name: Glenn Fischbach
Title: Treasurer
Date: ________
8200 West Palmetto Park Road, Suite 1500 Boca Raton, FL 33433
ADMINISTRATIVE AGENT ACKNOWLEDGMENT:
The undersigned officer of Crescent Harbor Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, hereby acknowledges receipt and review of these Wire Transfer Instructions and confirms that Crescent Harbor Bank, N.A. will initiate the payoff wire in accordance with the terms hereof, subject to the satisfaction or waiver of all conditions precedent to funding under the Credit Agreement.
CRESCENT HARBOR BANK, N.A., as Administrative Agent
By: ________
Name: Theodore "Ted" Marchetti
Title: Managing Director, Leveraged Finance
Date: ________
600 Lexington Avenue, 34th Floor New York, NY 10022
APPENDIX A
Copy of Payoff Letter Wire Instructions
Payoff Letter dated July 19, 2022 Issued by Greystone Federal Credit Corp.
The Payoff Letter dated July 19, 2022, was issued by Greystone Federal Credit Corp., in its capacity as Administrative Agent under the Existing Credit Agreement, and provides the definitive payoff amount, per diem interest accrual, good-through date, and wire transfer instructions for the full payoff and discharge of the Existing TLB.
Issuer of Payoff Letter:
Greystone Federal Credit Corp.
Attention: Marion Stillwell, Vice President, Agency Services
200 Park Avenue South, 22nd Floor New York, NY 10003
Payoff Letter Details:
•  Date of Payoff Letter: July 19, 2022
•  Good-Through Date: July 21, 2022
•  Loan Reference: $625,000,000 Senior Secured Term Loan B — CUSIP: 92347LAA0
•  Borrower: Verimark Hospitality Group Inc.
Notation Regarding Wire Instructions.
The wire transfer instructions set forth in Section 3 of these Wire Transfer Instructions have been extracted from the Payoff Letter. A complete copy of the Payoff Letter, including the original wire transfer instructions as set forth therein, is attached to this Appendix A immediately following this page.
In the event of any discrepancy between the wire transfer instructions set forth in Section 3 of these Wire Transfer Instructions and those set forth in the original Payoff Letter, the Payoff Letter shall control in all respects.
[Payoff Letter attached on following pages]
CONFIDENTIAL — This document and all attachments hereto contain confidential information intended solely for the use of the parties identified herein. Unauthorized distribution, reproduction, or use of this document is strictly prohibited.
Component | Amount
Outstanding Principal Balance (as of July 21, 2022) | $621,875,000.00
Accrued and Unpaid Interest (through and including July 21, 2022) | $2,916,667.00 (approx.)
Prepayment Premium (0.50% of original $625,000,000 principal amount) | $3,125,000.00
Total Payoff Amount | $627,916,667.00 (approx.)
Field | Detail
Beneficiary Name | Greystone Federal Credit Corp., as Administrative Agent
Beneficiary Address | 200 Park Avenue South, 22nd Floor, New York, NY 10003
Receiving Bank | Greystone Federal Credit Corp.
ABA Routing Number | 021-209-417
Account Number | 8830-4527-6100
Account Name | Greystone Federal Credit Corp. — Agency Services Payoff Account
Reference Line / OBI Field | "Verimark Hospitality Group Inc. — TLB Payoff — CUSIP 92347LAA0 — Loan Payoff dated July 21, 2022"
Attention | Marion Stillwell, Vice President, Agency Services
Contact Telephone | To be provided under separate cover
Contact Email | To be provided under separate cover
SWIFT Code | N/A — Domestic Fedwire Transfer
Field | Detail
Originating Bank | Crescent Harbor Bank, N.A.
Originating Bank Address | 600 Lexington Avenue, 34th Floor, New York, NY 10022
Capacity | Administrative Agent under the Credit Agreement dated as of July 21, 2022
ABA Routing Number | 021-307-582
Account Number | 7714-0093-2200
Account Name | Crescent Harbor Bank, N.A. — Leveraged Finance Agency Disbursement Account
Use of Proceeds | Amount
Payoff of Existing Greystone TLB (as described herein) | $627,916,667.00 (approx.)
Arrangement Fee — Crescent Harbor Bank, N.A. | $3,500,000.00
Advisory Fee — Meridian Strauss Advisory LLC | $1,400,000.00
Legal and Closing Costs (estimated) | $3,200,000.00
Net Proceeds to VHG | $60,483,333.00 (approx.)
Total Uses (net of OID) | $696,500,000.00 (approx.)

WIRE TRANSFER INSTRUCTIONS

PAYOFF OF EXISTING TERM LOAN B

PREPARED AND DELIVERED BY:

CALDERWOOD & HARKNESS LLP

APPROVED BY:

CALDERWOOD & HARKNESS LLP

CLIENT ACKNOWLEDGMENT:

VERIMARK HOSPITALITY GROUP INC.

ADMINISTRATIVE AGENT ACKNOWLEDGMENT:

APPENDIX A

Record

Parties

Dates

Amounts