1021-00001 · Verimark Hospitality Group · Syndication

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FORM OF NON-RELIANCE LETTER

(Big Boy Letter)

Prepared by: Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006

Date of Form: June 6, 2022

Reference: Prepared in connection with the syndication of the $700,000,000 Senior Secured Term Loan B Credit Facility of Verimark Hospitality Group Inc.

Engagement Reference: 1016-00009

THIS IS A FORM DOCUMENT — TO BE COMPLETED BY EACH SYNDICATE LENDER PRIOR TO PARTICIPATION IN THE SYNDICATION PROCESS

INTRODUCTORY INSTRUCTIONS / USAGE GUIDANCE

This form of Non-Reliance Letter (commonly referred to as a "Big Boy Letter") is to be executed by each prospective syndicate lender prior to receiving the Confidential Information Memorandum dated June 2022 (the "CIM") and prior to participating in the lender presentations currently scheduled for June 13–17, 2022, in connection with the syndication of the $700,000,000 Senior Secured Term Loan B Credit Facility (the "Facility") of Verimark Hospitality Group Inc. (the "Borrower"). No prospective lender will be granted access to the CIM, the virtual data room, the financial model, or any lender presentation materials until an executed copy of this letter has been received and acknowledged by Crescent Harbor Bank, N.A., as Lead Arranger.

Each prospective lender should complete this letter by filling in all bracketed fields (indicated by "[ ]") with the lender's full legal name, jurisdiction of organization, notice address, commitment amount, and authorized signatory information. Bracketed fields that contain illustrative language (e.g., "[Insert description: CLO fund / credit fund / insurance company investment arm / bank / asset manager]") should be completed with the specific information applicable to the executing lender. All illustrative language within brackets should be deleted and replaced with the lender's own information prior to execution. Prospective lenders are encouraged to consult with their own legal counsel before executing this letter.

Executed copies of this letter (in PDF or original ink-signed form) should be returned to:

Crescent Harbor Bank, N.A. (as Lead Arranger)

Attention: Anika Holm, Director, Loan Syndications

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

Email: anika.holm@crescentharbor.com

with a copy to:

Calderwood & Harkness LLP

Attention: Sophie Tremblay

One Liberty Plaza, 52nd Floor New York, NY 10006

Email: stremblay@calderwoodharkness.com

Delivery of an executed counterpart by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart.

NON-RELIANCE LETTER

[Date]

To:

Crescent Harbor Bank, National Association as Administrative Agent and Lead Arranger 600 Lexington Avenue, 34th Floor New York, NY 10022

Attention: [Insert contact name / e.g., Syndication Desk]

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

Attention: [Insert contact name / e.g., General Counsel or Treasurer]

Re: Senior Secured Term Loan B Credit Facility in the aggregate principal amount of $[Insert amount — $700,000,000] (the "Facility") — Non-Reliance Letter

Ladies and Gentlemen:

Section 1. Recitals and Background.

Reference is made to the proposed senior secured Term Loan B credit facility (the "Facility") in the aggregate principal amount of $700,000,000, to be entered into by and among Verimark Hospitality Group Inc., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), and Crescent Harbor Bank, National Association, in its capacity as Administrative Agent, Collateral Agent, Lead Arranger, and Sole Bookrunner (in each such capacity, together with its successors and assigns, the "Agent"), and the several lenders from time to time party thereto (each, a "Lender" and collectively, the "Lenders"), pursuant to a Credit Agreement expected to be dated on or about June 30, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement").

The undersigned lender, [Insert full legal name of lender] (the "Lender"), is considering participating in the syndication of the Facility and, in connection therewith, desires to receive and review certain confidential information relating to the Borrower and its direct and indirect subsidiaries (collectively, the "Verimark Group"). In connection with the Lender's evaluation of a potential participation in the Facility, the Lender may receive, or may have already received, a Confidential Information Memorandum dated June 2022 (the "CIM"), together with lender presentation materials, management presentations, financial projections, industry analyses, the preliminary term sheet, the draft Credit Agreement, and such other documents, data, and information (whether delivered in written, electronic, or oral form) as may be provided to the Lender by or on behalf of the Agent or the Borrower in connection with the proposed syndication (collectively, together with the CIM, the "Syndication Materials").

The Lender acknowledges that the Syndication Materials have been prepared by or on behalf of the Borrower and the Agent for informational purposes only in connection with the proposed syndication of the Facility and are being furnished to the Lender solely to assist the Lender in making its own independent evaluation of the desirability of participating in the Facility. The Syndication Materials do not constitute an offer to sell, or a solicitation of an offer to buy, any security or other financial instrument, nor do they constitute a commitment or undertaking by the Agent or any of its affiliates to provide financing or to participate in any transaction.

Section 2. Independent Credit Analysis and Investigation.

The Lender hereby acknowledges and confirms that it has made, and will continue to make throughout the term of the Facility, its own independent investigation, analysis, and evaluation of the creditworthiness and financial condition of the Borrower and each of its subsidiaries (including, without limitation, each entity that may become a guarantor under the Credit Agreement (collectively, the "Guarantors")), the terms and conditions of the Facility (including the collateral package, intercreditor arrangements, and any applicable subordination provisions), the industry in which the Verimark Group operates, and the merits and risks of participating in the Facility. The Lender has made its own assessment of the risks associated with the hospitality sector generally and the specific business risks applicable to the Borrower and the Verimark Group, including, without limitation, risks related to macroeconomic conditions, travel and tourism demand, real property valuations, environmental liabilities, regulatory compliance, and labor markets.

The Lender represents and warrants that it is experienced and knowledgeable in the evaluation of credit facilities of the type contemplated by the Facility. The Lender has such knowledge and experience in financial and business matters, and in the evaluation of leveraged credit transactions and syndicated lending facilities in particular, as to be capable of evaluating the merits and risks of an investment in the Facility. The Lender is not relying, and will not rely, on any advice, counsel, recommendation, opinion, or judgment of the Agent, the Borrower, or any of their respective counsel, financial advisors, accountants, consultants, or other agents or representatives in making its investment decision with respect to the Facility.

The Lender confirms that it has access to, and has reviewed or will review prior to making any commitment, such financial statements, documents, contracts, reports, and other information as it has deemed or shall deem appropriate for purposes of making its own credit analysis and investment decision, including, without limitation, publicly available information regarding the Borrower and its subsidiaries (including, to the extent applicable, the Borrower's filings with the U.S. Securities and Exchange Commission (the "SEC") made pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and available through the SEC's EDGAR database). The Lender acknowledges that it has had the opportunity to conduct its own due diligence with respect to the Borrower and the Verimark Group and that it is solely responsible for the sufficiency and adequacy of such investigation.

For purposes of this letter, the Lender confirms that it is the following type of institutional investor: [Insert description: CLO fund / credit fund / insurance company investment arm / bank / asset manager / other (specify)].

Section 3. Non-Reliance.

The Lender confirms that in making its decision to participate in the Facility and to commit $[Insert commitment amount] (the "Commitment"), it has not relied, and will not rely, on any statement, representation, warranty, assurance, opinion, projection, estimate, or information (whether written, oral, electronic, or otherwise communicated), and whether made or furnished before, on, or after the date hereof, by any of the following persons or entities:

(a) Crescent Harbor Bank, National Association (the "Agent"), whether acting in its capacity as Administrative Agent, Collateral Agent, Lead Arranger, Sole Bookrunner, or in any other capacity, or any of its affiliates, subsidiaries, directors, officers, employees, representatives, or agents;

(b) Verimark Hospitality Group Inc. (the "Borrower"), or any of its affiliates, subsidiaries (including any Guarantor), directors, officers, employees, representatives, or agents;

(c) any counsel to the Agent, including, without limitation, Whitfield Gage & Partridge LLP, or any counsel to the Borrower, including, without limitation, Calderwood & Harkness LLP, in each case acting in their capacity as legal advisors in connection with the Facility or the syndication thereof;

(d) any financial advisor to the Borrower, including, without limitation, Meridian Strauss Advisory LLC, or any financial advisor to the Agent, in each case acting in their capacity as financial advisors in connection with the Facility or the syndication thereof;

(e) any rating agency that has been engaged to provide, or has provided, a rating of the Facility or the Borrower, including, without limitation, Kellaway Ratings Group and Pinnacle Credit Services; or

(f) any other lender, co-lender, participant, or prospective participant in the Facility, or any of their respective affiliates, directors, officers, employees, representatives, or agents.

The Lender further confirms that no such person or entity identified in clauses (a) through (f) above has made any representation or warranty, express or implied, to the Lender with respect to the accuracy, completeness, adequacy, reliability, or timeliness of the Syndication Materials or any other information (whether written, oral, or otherwise communicated) furnished or made available in connection with the Facility, the syndication thereof, or the transactions contemplated thereby. Without limiting the generality of the foregoing, the Lender acknowledges that no representation or warranty has been made to the Lender regarding the enforceability, sufficiency, or perfection of the collateral securing the Facility, the financial condition or prospects of the Borrower or any Guarantor, or the expected performance of the Facility.

The Lender acknowledges and agrees that the Agent and the Borrower each disclaim, and each of the persons and entities identified in clauses (a) through (f) above disclaims, any and all liability, whether in contract, tort, equity, or otherwise, for any losses, damages, costs, expenses, or claims (including, without limitation, consequential, incidental, special, punitive, or indirect damages) arising from or in connection with the Lender's use of, or reliance on, the Syndication Materials or any other information furnished in connection with the Facility, except to the extent (and only to the extent) that a court of competent jurisdiction determines in a final, non-appealable judgment that such losses or damages resulted directly from the gross negligence, willful misconduct, or fraud of the applicable person.

Section 4. Acknowledgment Regarding Syndication Materials.

The Lender acknowledges and agrees that:

(a) The CIM and the related Syndication Materials were prepared by the Agent and/or the Borrower for informational purposes only in connection with the proposed syndication of the Facility, and the Syndication Materials may contain projections, estimates, budgets, pro forma financial information, and forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act) that are inherently uncertain, are based on assumptions and estimates that may not be realized, and are subject to significant business, economic, competitive, regulatory, and other risks and uncertainties that could cause actual results to differ materially from those expressed or implied therein. The Lender acknowledges that such projections, estimates, and forward-looking statements are not guarantees of future performance and that neither the Agent nor the Borrower makes any representation or warranty as to the accuracy or attainability of any such projection, estimate, or forward-looking statement.

(b) The Syndication Materials may contain material non-public information regarding the Borrower and the Verimark Group, and the Lender confirms that it has established and maintains appropriate internal information barriers, ethical walls, and compliance procedures to prevent the improper dissemination or misuse of such information, including measures designed to prevent trading in the securities of the Borrower (NYSE: VMRK) or any of its affiliates while in possession of material non-public information. The Lender assumes full responsibility for compliance with all applicable laws and regulations regarding the receipt and use of such information.

(c) No representation or warranty, express or implied, is made by the Agent, the Borrower, or any other person as to the accuracy, completeness, timeliness, or adequacy of any information contained in the Syndication Materials, including, without limitation, any financial statements, projections, market data, industry information, or estimates included therein. The Syndication Materials may contain information that has been obtained from third-party sources that are believed to be reliable but that have not been independently verified by the Agent or the Borrower, and neither the Agent nor the Borrower assumes any responsibility for the accuracy of such third-party information.

(d) The CIM and all Syndication Materials are provided on an "as-is" and "as-available" basis, without warranty of any kind, whether express, implied, or statutory, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Neither the Agent nor the Borrower has any obligation to update, supplement, revise, or correct any information contained in the Syndication Materials at any time after delivery thereof, whether as a result of new information, changed circumstances, future events, or otherwise, except to the extent expressly required by the terms of the Credit Agreement after the closing of the Facility.

The Lender confirms that it has had, and will continue to have, the opportunity to ask questions of, and receive answers from, authorized representatives of the Agent and the Borrower concerning the terms and conditions of the Facility, the business and operations of the Verimark Group, and the Syndication Materials, and that it has been able to obtain, or will be able to obtain prior to making any commitment, such additional information as it has deemed or shall deem necessary to verify the accuracy of, or to supplement, the information contained in the Syndication Materials. The Lender acknowledges that neither the Agent nor the Borrower is under any obligation to provide the Lender with any information beyond that contained in the Syndication Materials, except to the extent expressly provided in the Credit Agreement following the closing of the Facility.

Section 5. Confidentiality.

The Lender agrees that the Syndication Materials, this letter, and all information received by the Lender in connection with the proposed Facility (whether received before, on, or after the date hereof) constitute "Confidential Information" for all purposes. The Lender agrees that it will treat all such Confidential Information in strict accordance with the confidentiality provisions set forth in the separate confidentiality agreement, click-through confidentiality undertaking, or non-disclosure agreement (as applicable) executed by the Lender in connection with the syndication process [Insert reference to applicable Confidentiality Agreement or NDA, if separately executed — e.g., "that certain Confidentiality Agreement dated [ ], 2022, between the Lender and Crescent Harbor Bank, N.A."], the terms and conditions of which are hereby incorporated by reference as if set forth herein in their entirety.

Without limiting the foregoing, the Lender agrees that it will not, without the prior written consent of the Agent and the Borrower, disclose any Confidential Information to any person other than (i) the Lender's directors, officers, employees, advisors, counsel, and accountants who have a need to know such information in connection with the Lender's evaluation of the Facility and who are bound by obligations of confidentiality no less restrictive than those set forth herein, and (ii) as may be required by applicable law, regulation, or legal process, subject to the notice and other procedural requirements set forth in the applicable confidentiality agreement.

Section 6. Material Non-Public Information (MNPI) Acknowledgment.

The Lender acknowledges that some or all of the information provided in connection with the syndication of the Facility may constitute material non-public information ("MNPI") with respect to the Borrower, whose common stock is listed on the New York Stock Exchange under the ticker symbol "VMRK," and/or with respect to any other publicly traded entity within the Verimark Group. The Lender is aware of the restrictions imposed by the federal securities laws of the United States, including, without limitation, Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 promulgated thereunder, regarding trading in securities while in possession of MNPI and regarding the communication of MNPI to any other person.

The Lender represents and warrants that it has implemented, and will maintain throughout the period during which it is in possession of MNPI, effective policies, procedures, and controls (including, as applicable, information barriers, ethical walls, restricted trading lists, watch lists, and compliance monitoring systems) designed to prevent the misuse of MNPI by the Lender, its affiliates, and their respective directors, officers, employees, and agents. The Lender agrees that it will comply fully with all applicable federal and state securities laws and regulations in connection with its receipt and use of any MNPI provided in connection with the Facility.

The Lender further confirms its election with respect to the receipt of MNPI by checking the applicable box below:

The Lender wishes to receive MNPI in connection with the syndication of the Facility and acknowledges that receipt of MNPI may restrict the Lender's ability to trade in the publicly traded securities of the Borrower and its affiliates.

The Lender does NOT wish to receive MNPI in connection with the syndication of the Facility and requests that, to the extent practicable, the Agent and the Borrower limit the information provided to the Lender to information that does not constitute MNPI. The Lender acknowledges that, notwithstanding this election, certain information provided in connection with the Facility may inadvertently constitute MNPI and that the Lender assumes all responsibility for its own compliance with applicable securities laws.

Section 7. No Fiduciary Relationship.

The Lender acknowledges and agrees that neither the Agent, the Borrower, nor any of their respective affiliates, counsel, financial advisors, accountants, consultants, or other agents or representatives owes any fiduciary duty, advisory obligation, or agency relationship to the Lender in connection with the syndication of the Facility, the negotiation or execution of the Credit Agreement, or any of the transactions contemplated thereby. The relationship between the Agent and the Lender in connection with the syndication of the Facility is solely that of an arranger and a prospective lender, and nothing contained in this letter, the Syndication Materials, or any other communication shall be construed to create any fiduciary, advisory, or agency relationship between the Agent and the Lender.

The Agent is acting solely in its capacity as arranger, administrative agent, collateral agent, and bookrunner in connection with the Facility, and not as a financial advisor, investment advisor, or fiduciary to the Lender. The Borrower is acting solely in its capacity as borrower under the Facility and not as an advisor or fiduciary to the Lender. The Lender is acting solely in its own interest as a sophisticated institutional investor, and has made and will make its own independent judgment regarding its participation in the Facility, with the advice of its own legal, financial, tax, and other advisors as it has deemed appropriate.

Any fees, pricing, or economics reflected in the Syndication Materials or otherwise communicated to the Lender in connection with the Facility, including, without limitation, the applicable interest rate margin of [Insert — e.g., 375] basis points over the applicable benchmark rate (as defined in the Credit Agreement), any original issue discount, any upfront fees, any commitment fees, and any other fees, pricing, or economics, have been established by arm's-length negotiation between the Borrower and the Agent and do not reflect, and shall not be construed to reflect, any recommendation, opinion, or advice by the Agent (or any other person) to the Lender regarding the terms on which the Lender should participate in the Facility. The Lender has independently evaluated the adequacy and appropriateness of such fees, pricing, and economics in light of its own investment criteria, risk tolerance, and return objectives.

Section 8. Representations of the Lender.

The Lender hereby represents and warrants to the Agent and the Borrower as follows, each of which representations and warranties shall be true and correct as of the date hereof and as of the date of the Lender's entry into the Credit Agreement:

(a) Organization and Good Standing. The Lender is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, being [Insert jurisdiction — e.g., the State of Delaware / the Cayman Islands / the State of New York / England and Wales], and has all requisite organizational power and authority to own its properties, conduct its business, and enter into and perform its obligations under this letter and the Credit Agreement.

(b) Power and Authority. The Lender has all requisite power and authority (corporate, partnership, limited liability company, or otherwise, as applicable) to execute and deliver this letter, to perform its obligations hereunder, and to participate in the Facility as contemplated hereby and by the Credit Agreement.

(c) Due Authorization. The execution and delivery of this letter by the Lender, and the Lender's participation in the Facility, have been duly authorized by all necessary action (corporate, partnership, limited liability company, or otherwise, as applicable) on the part of the Lender, including, to the extent required, approval by the Lender's board of directors, investment committee, or other governing body, and this letter constitutes a legal, valid, and binding obligation of the Lender, enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(d) Accredited Investor / Qualified Institutional Buyer Status. The Lender is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and/or a "qualified institutional buyer" as defined in Rule 144A under the Securities Act, and/or a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended.

(e) Independent Tax Advice. The Lender is not relying, and will not rely, on any tax advice from the Agent, the Borrower, or any of their respective advisors, and the Lender has obtained (or will obtain prior to entry into the Credit Agreement) its own independent tax advice regarding the U.S. federal, state, local, and non-U.S. tax consequences of its participation in the Facility, including, without limitation, any withholding tax obligations, FATCA compliance requirements, and the tax treatment of interest, fees, and original issue discount.

(f) Ongoing Independent Evaluation. The Lender will continue to independently evaluate the creditworthiness and financial condition of the Borrower and its subsidiaries (including the Guarantors) throughout the term of the Facility, without reliance on the Agent or any other lender, and will make its own independent decisions regarding any future actions under the Credit Agreement (including, without limitation, decisions regarding waivers, amendments, consents, the exercise of remedies, and the purchase or sale of loan participations or assignments).

Section 9. Governing Law; Jurisdiction.

This letter and any claim, controversy, dispute, or cause of action (whether in contract, tort, equity, or otherwise) based upon, arising out of, or relating to this letter or the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction.

Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, for the purposes of any suit, action, or proceeding arising out of or relating to this letter, and agrees not to commence any such suit, action, or proceeding except in such courts. Each party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such suit, action, or proceeding in any such court, and irrevocably waives any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 10. Miscellaneous.

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

Binding Effect. This letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, and legal representatives.

Amendment and Waiver. This letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by each of the parties hereto (or, in the case of a waiver, by the party granting such waiver). No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Severability. If any provision of this letter is held to be illegal, invalid, or unenforceable in any jurisdiction, the legality, validity, and enforceability of the remaining provisions hereof shall not be affected or impaired thereby, and such provision shall be deemed modified to the minimum extent necessary to make it legal, valid, and enforceable in such jurisdiction. If such provision cannot be so modified, it shall be severed from this letter, and the remaining provisions shall continue in full force and effect. The illegality, invalidity, or unenforceability of any provision of this letter in any jurisdiction shall not affect the legality, validity, or enforceability of such provision in any other jurisdiction.

Entire Agreement. This letter, together with the confidentiality agreement referenced in Section 5 hereof, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, between the parties with respect to such subject matter.

Headings. The section headings contained in this letter are for reference purposes only and shall not affect the meaning or interpretation of this letter.

[Signature Pages Follow]

SIGNATURE BLOCK — LENDER

IN WITNESS WHEREOF, the undersigned has executed this Non-Reliance Letter as of the date first set forth above.

[INSERT FULL LEGAL NAME OF LENDER]

By: ________

Name: [Insert name of authorized signatory]

Title: [Insert title]

Date: [Insert date]

Address for Notices: [Insert address] [Insert city, state/country, zip/postal code]

Attention: [Insert contact name]

Email: [Insert email address]

Telephone: [Insert telephone number]

Commitment Amount: $[Insert amount]

Type of Institutional Investor: [Insert description — e.g., CLO fund / credit fund / insurance company investment arm / bank / asset manager]

ACKNOWLEDGED AND AGREED

(Optional Counter-Signature — to be completed at the direction of the Lead Arranger)

The undersigned hereby acknowledges receipt of the foregoing Non-Reliance Letter and confirms that the Lender identified above has been approved to receive the Syndication Materials in connection with the syndication of the Facility, subject to the terms and conditions set forth herein and in the applicable confidentiality agreement.

CRESCENT HARBOR BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lead Arranger

By: ________

Name: [Insert name of authorized signatory]

Title: [Insert title]

Date: [Insert date]

EXHIBIT A

LIST OF SYNDICATION MATERIALS TO BE PROVIDED

The following documents and materials are expected to be made available to the Lender following execution and delivery of this Non-Reliance Letter, subject to the terms of the applicable confidentiality agreement:

1. Confidential Information Memorandum dated June 2022 (the "CIM"), prepared by Crescent Harbor Bank, N.A. in connection with the syndication of the Facility.

2. Lender Presentation Materials — slide deck prepared for the lender presentations scheduled for June 13–17, 2022.

3. Preliminary Summary of Terms and Conditions (the "Term Sheet") dated May 2022.

4. Financial Model — Base case, upside case, and downside case financial projections for the Borrower and its consolidated subsidiaries for fiscal years 2022–2027, prepared by the Borrower with the assistance of Meridian Strauss Advisory LLC.

5. Historical Audited Financial Statements — Consolidated audited financial statements of the Borrower for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, together with the related reports of the Borrower's independent registered public accounting firm.

6. Unaudited Interim Financial Statements — Consolidated unaudited financial statements of the Borrower for the quarter ended March 31, 2022.

7. Collateral Overview — Summary description of the collateral package, including a preliminary collateral allocation analysis.

8. Industry Overview — Summary of the hospitality and lodging industry, including market data, competitive landscape, and key trends.

9. Draft Credit Agreement — Preliminary draft of the Credit Agreement (subject to ongoing negotiation and revision).

10. Organizational Chart — Simplified corporate structure chart for the Borrower and its material subsidiaries.

11. Such other documents, reports, and information as the Agent and the Borrower may, in their sole discretion, elect to make available to prospective lenders in connection with the syndication process.

The foregoing list is provided for informational purposes only and is subject to change without notice. Neither the Agent nor the Borrower is under any obligation to provide all or any of the foregoing materials to any prospective lender, and the Agent and the Borrower reserve the right to add, remove, or modify the Syndication Materials at any time prior to the closing of the Facility.

EXHIBIT B

FORM OF CONFIDENTIALITY AGREEMENT / NDA REFERENCE

The confidentiality obligations of the Lender with respect to the Syndication Materials and all other Confidential Information received in connection with the Facility are governed by the following agreement, which has been or will be separately executed by the Lender:

[Check one, as applicable:]

Click-Through Confidentiality Undertaking. The Lender has executed the click-through confidentiality undertaking made available through the Crescent Harbor Bank, N.A. syndication portal at [insert URL], dated as of [insert date].

Bilateral Confidentiality Agreement. The Lender has executed that certain Confidentiality Agreement dated as of [insert date], 2022, by and between the Lender and Crescent Harbor Bank, National Association, as Lead Arranger, a copy of which is on file with the Agent.

Other. The Lender's confidentiality obligations are governed by the following agreement: [Insert description and date of applicable confidentiality agreement or NDA].

To the extent the Lender has not yet executed a confidentiality agreement, the Lender acknowledges and agrees that it must do so prior to receiving any Syndication Materials and that the confidentiality provisions of this Non-Reliance Letter (including Section 5 hereof) shall govern in the interim.

NOTICE: This form of Non-Reliance Letter has been prepared by Calderwood & Harkness LLP in connection with the syndication of the Facility. Calderwood & Harkness LLP represents the Borrower in connection with the Facility and does not represent, and has no attorney-client relationship with, any prospective lender. Prospective lenders are encouraged to consult with their own legal counsel prior to executing this letter. The distribution of this form does not constitute legal advice to any prospective lender.

1016-00009

FORM OF NON-RELIANCE LETTER
(Big Boy Letter)
Prepared by: Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Date of Form: June 6, 2022
Reference: Prepared in connection with the syndication of the $700,000,000 Senior Secured Term Loan B Credit Facility of Verimark Hospitality Group Inc.
Engagement Reference: 1016-00009
THIS IS A FORM DOCUMENT — TO BE COMPLETED BY EACH SYNDICATE LENDER PRIOR TO PARTICIPATION IN THE SYNDICATION PROCESS
INTRODUCTORY INSTRUCTIONS / USAGE GUIDANCE
This form of Non-Reliance Letter (commonly referred to as a "Big Boy Letter") is to be executed by each prospective syndicate lender prior to receiving the Confidential Information Memorandum dated June 2022 (the "CIM") and prior to participating in the lender presentations currently scheduled for June 13–17, 2022, in connection with the syndication of the $700,000,000 Senior Secured Term Loan B Credit Facility (the "Facility") of Verimark Hospitality Group Inc. (the "Borrower"). No prospective lender will be granted access to the CIM, the virtual data room, the financial model, or any lender presentation materials until an executed copy of this letter has been received and acknowledged by Crescent Harbor Bank, N.A., as Lead Arranger.
Each prospective lender should complete this letter by filling in all bracketed fields (indicated by "[  ]") with the lender's full legal name, jurisdiction of organization, notice address, commitment amount, and authorized signatory information. Bracketed fields that contain illustrative language (e.g., "[Insert description: CLO fund / credit fund / insurance company investment arm / bank / asset manager]") should be completed with the specific information applicable to the executing lender. All illustrative language within brackets should be deleted and replaced with the lender's own information prior to execution. Prospective lenders are encouraged to consult with their own legal counsel before executing this letter.
Executed copies of this letter (in PDF or original ink-signed form) should be returned to:
Crescent Harbor Bank, N.A. (as Lead Arranger)
Attention: Anika Holm, Director, Loan Syndications
600 Lexington Avenue, 34th Floor New York, NY 10022
Email: anika.holm@crescentharbor.com
with a copy to:
Calderwood & Harkness LLP
Attention: Sophie Tremblay
One Liberty Plaza, 52nd Floor New York, NY 10006
Email: stremblay@calderwoodharkness.com
Delivery of an executed counterpart by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart.
NON-RELIANCE LETTER
[Date]
To:
Crescent Harbor Bank, National Association as Administrative Agent and Lead Arranger 600 Lexington Avenue, 34th Floor New York, NY 10022
Attention: [Insert contact name / e.g., Syndication Desk]
Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, FL 33433
Attention: [Insert contact name / e.g., General Counsel or Treasurer]
Re: Senior Secured Term Loan B Credit Facility in the aggregate principal amount of $[Insert amount — $700,000,000] (the "Facility") — Non-Reliance Letter
Ladies and Gentlemen:
Section 1. Recitals and Background.
Reference is made to the proposed senior secured Term Loan B credit facility (the "Facility") in the aggregate principal amount of $700,000,000, to be entered into by and among Verimark Hospitality Group Inc., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), and Crescent Harbor Bank, National Association, in its capacity as Administrative Agent, Collateral Agent, Lead Arranger, and Sole Bookrunner (in each such capacity, together with its successors and assigns, the "Agent"), and the several lenders from time to time party thereto (each, a "Lender" and collectively, the "Lenders"), pursuant to a Credit Agreement expected to be dated on or about June 30, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement").
The undersigned lender, [Insert full legal name of lender] (the "Lender"), is considering participating in the syndication of the Facility and, in connection therewith, desires to receive and review certain confidential information relating to the Borrower and its direct and indirect subsidiaries (collectively, the "Verimark Group"). In connection with the Lender's evaluation of a potential participation in the Facility, the Lender may receive, or may have already received, a Confidential Information Memorandum dated June 2022 (the "CIM"), together with lender presentation materials, management presentations, financial projections, industry analyses, the preliminary term sheet, the draft Credit Agreement, and such other documents, data, and information (whether delivered in written, electronic, or oral form) as may be provided to the Lender by or on behalf of the Agent or the Borrower in connection with the proposed syndication (collectively, together with the CIM, the "Syndication Materials").
The Lender acknowledges that the Syndication Materials have been prepared by or on behalf of the Borrower and the Agent for informational purposes only in connection with the proposed syndication of the Facility and are being furnished to the Lender solely to assist the Lender in making its own independent evaluation of the desirability of participating in the Facility. The Syndication Materials do not constitute an offer to sell, or a solicitation of an offer to buy, any security or other financial instrument, nor do they constitute a commitment or undertaking by the Agent or any of its affiliates to provide financing or to participate in any transaction.
Section 2. Independent Credit Analysis and Investigation.
The Lender hereby acknowledges and confirms that it has made, and will continue to make throughout the term of the Facility, its own independent investigation, analysis, and evaluation of the creditworthiness and financial condition of the Borrower and each of its subsidiaries (including, without limitation, each entity that may become a guarantor under the Credit Agreement (collectively, the "Guarantors")), the terms and conditions of the Facility (including the collateral package, intercreditor arrangements, and any applicable subordination provisions), the industry in which the Verimark Group operates, and the merits and risks of participating in the Facility. The Lender has made its own assessment of the risks associated with the hospitality sector generally and the specific business risks applicable to the Borrower and the Verimark Group, including, without limitation, risks related to macroeconomic conditions, travel and tourism demand, real property valuations, environmental liabilities, regulatory compliance, and labor markets.
The Lender represents and warrants that it is experienced and knowledgeable in the evaluation of credit facilities of the type contemplated by the Facility. The Lender has such knowledge and experience in financial and business matters, and in the evaluation of leveraged credit transactions and syndicated lending facilities in particular, as to be capable of evaluating the merits and risks of an investment in the Facility. The Lender is not relying, and will not rely, on any advice, counsel, recommendation, opinion, or judgment of the Agent, the Borrower, or any of their respective counsel, financial advisors, accountants, consultants, or other agents or representatives in making its investment decision with respect to the Facility.
The Lender confirms that it has access to, and has reviewed or will review prior to making any commitment, such financial statements, documents, contracts, reports, and other information as it has deemed or shall deem appropriate for purposes of making its own credit analysis and investment decision, including, without limitation, publicly available information regarding the Borrower and its subsidiaries (including, to the extent applicable, the Borrower's filings with the U.S. Securities and Exchange Commission (the "SEC") made pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and available through the SEC's EDGAR database). The Lender acknowledges that it has had the opportunity to conduct its own due diligence with respect to the Borrower and the Verimark Group and that it is solely responsible for the sufficiency and adequacy of such investigation.
For purposes of this letter, the Lender confirms that it is the following type of institutional investor: [Insert description: CLO fund / credit fund / insurance company investment arm / bank / asset manager / other (specify)].
Section 3. Non-Reliance.
The Lender confirms that in making its decision to participate in the Facility and to commit $[Insert commitment amount] (the "Commitment"), it has not relied, and will not rely, on any statement, representation, warranty, assurance, opinion, projection, estimate, or information (whether written, oral, electronic, or otherwise communicated), and whether made or furnished before, on, or after the date hereof, by any of the following persons or entities:
(a) Crescent Harbor Bank, National Association (the "Agent"), whether acting in its capacity as Administrative Agent, Collateral Agent, Lead Arranger, Sole Bookrunner, or in any other capacity, or any of its affiliates, subsidiaries, directors, officers, employees, representatives, or agents;
(b) Verimark Hospitality Group Inc. (the "Borrower"), or any of its affiliates, subsidiaries (including any Guarantor), directors, officers, employees, representatives, or agents;
(c) any counsel to the Agent, including, without limitation, Whitfield Gage & Partridge LLP, or any counsel to the Borrower, including, without limitation, Calderwood & Harkness LLP, in each case acting in their capacity as legal advisors in connection with the Facility or the syndication thereof;
(d) any financial advisor to the Borrower, including, without limitation, Meridian Strauss Advisory LLC, or any financial advisor to the Agent, in each case acting in their capacity as financial advisors in connection with the Facility or the syndication thereof;
(e) any rating agency that has been engaged to provide, or has provided, a rating of the Facility or the Borrower, including, without limitation, Kellaway Ratings Group and Pinnacle Credit Services; or
(f) any other lender, co-lender, participant, or prospective participant in the Facility, or any of their respective affiliates, directors, officers, employees, representatives, or agents.
The Lender further confirms that no such person or entity identified in clauses (a) through (f) above has made any representation or warranty, express or implied, to the Lender with respect to the accuracy, completeness, adequacy, reliability, or timeliness of the Syndication Materials or any other information (whether written, oral, or otherwise communicated) furnished or made available in connection with the Facility, the syndication thereof, or the transactions contemplated thereby. Without limiting the generality of the foregoing, the Lender acknowledges that no representation or warranty has been made to the Lender regarding the enforceability, sufficiency, or perfection of the collateral securing the Facility, the financial condition or prospects of the Borrower or any Guarantor, or the expected performance of the Facility.
The Lender acknowledges and agrees that the Agent and the Borrower each disclaim, and each of the persons and entities identified in clauses (a) through (f) above disclaims, any and all liability, whether in contract, tort, equity, or otherwise, for any losses, damages, costs, expenses, or claims (including, without limitation, consequential, incidental, special, punitive, or indirect damages) arising from or in connection with the Lender's use of, or reliance on, the Syndication Materials or any other information furnished in connection with the Facility, except to the extent (and only to the extent) that a court of competent jurisdiction determines in a final, non-appealable judgment that such losses or damages resulted directly from the gross negligence, willful misconduct, or fraud of the applicable person.
Section 4. Acknowledgment Regarding Syndication Materials.
The Lender acknowledges and agrees that:
(a) The CIM and the related Syndication Materials were prepared by the Agent and/or the Borrower for informational purposes only in connection with the proposed syndication of the Facility, and the Syndication Materials may contain projections, estimates, budgets, pro forma financial information, and forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act) that are inherently uncertain, are based on assumptions and estimates that may not be realized, and are subject to significant business, economic, competitive, regulatory, and other risks and uncertainties that could cause actual results to differ materially from those expressed or implied therein. The Lender acknowledges that such projections, estimates, and forward-looking statements are not guarantees of future performance and that neither the Agent nor the Borrower makes any representation or warranty as to the accuracy or attainability of any such projection, estimate, or forward-looking statement.
(b) The Syndication Materials may contain material non-public information regarding the Borrower and the Verimark Group, and the Lender confirms that it has established and maintains appropriate internal information barriers, ethical walls, and compliance procedures to prevent the improper dissemination or misuse of such information, including measures designed to prevent trading in the securities of the Borrower (NYSE: VMRK) or any of its affiliates while in possession of material non-public information. The Lender assumes full responsibility for compliance with all applicable laws and regulations regarding the receipt and use of such information.
(c) No representation or warranty, express or implied, is made by the Agent, the Borrower, or any other person as to the accuracy, completeness, timeliness, or adequacy of any information contained in the Syndication Materials, including, without limitation, any financial statements, projections, market data, industry information, or estimates included therein. The Syndication Materials may contain information that has been obtained from third-party sources that are believed to be reliable but that have not been independently verified by the Agent or the Borrower, and neither the Agent nor the Borrower assumes any responsibility for the accuracy of such third-party information.
(d) The CIM and all Syndication Materials are provided on an "as-is" and "as-available" basis, without warranty of any kind, whether express, implied, or statutory, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Neither the Agent nor the Borrower has any obligation to update, supplement, revise, or correct any information contained in the Syndication Materials at any time after delivery thereof, whether as a result of new information, changed circumstances, future events, or otherwise, except to the extent expressly required by the terms of the Credit Agreement after the closing of the Facility.
The Lender confirms that it has had, and will continue to have, the opportunity to ask questions of, and receive answers from, authorized representatives of the Agent and the Borrower concerning the terms and conditions of the Facility, the business and operations of the Verimark Group, and the Syndication Materials, and that it has been able to obtain, or will be able to obtain prior to making any commitment, such additional information as it has deemed or shall deem necessary to verify the accuracy of, or to supplement, the information contained in the Syndication Materials. The Lender acknowledges that neither the Agent nor the Borrower is under any obligation to provide the Lender with any information beyond that contained in the Syndication Materials, except to the extent expressly provided in the Credit Agreement following the closing of the Facility.
Section 5. Confidentiality.
The Lender agrees that the Syndication Materials, this letter, and all information received by the Lender in connection with the proposed Facility (whether received before, on, or after the date hereof) constitute "Confidential Information" for all purposes. The Lender agrees that it will treat all such Confidential Information in strict accordance with the confidentiality provisions set forth in the separate confidentiality agreement, click-through confidentiality undertaking, or non-disclosure agreement (as applicable) executed by the Lender in connection with the syndication process [Insert reference to applicable Confidentiality Agreement or NDA, if separately executed — e.g., "that certain Confidentiality Agreement dated [      ], 2022, between the Lender and Crescent Harbor Bank, N.A."], the terms and conditions of which are hereby incorporated by reference as if set forth herein in their entirety.
Without limiting the foregoing, the Lender agrees that it will not, without the prior written consent of the Agent and the Borrower, disclose any Confidential Information to any person other than (i) the Lender's directors, officers, employees, advisors, counsel, and accountants who have a need to know such information in connection with the Lender's evaluation of the Facility and who are bound by obligations of confidentiality no less restrictive than those set forth herein, and (ii) as may be required by applicable law, regulation, or legal process, subject to the notice and other procedural requirements set forth in the applicable confidentiality agreement.
Section 6. Material Non-Public Information (MNPI) Acknowledgment.
The Lender acknowledges that some or all of the information provided in connection with the syndication of the Facility may constitute material non-public information ("MNPI") with respect to the Borrower, whose common stock is listed on the New York Stock Exchange under the ticker symbol "VMRK," and/or with respect to any other publicly traded entity within the Verimark Group. The Lender is aware of the restrictions imposed by the federal securities laws of the United States, including, without limitation, Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 promulgated thereunder, regarding trading in securities while in possession of MNPI and regarding the communication of MNPI to any other person.
The Lender represents and warrants that it has implemented, and will maintain throughout the period during which it is in possession of MNPI, effective policies, procedures, and controls (including, as applicable, information barriers, ethical walls, restricted trading lists, watch lists, and compliance monitoring systems) designed to prevent the misuse of MNPI by the Lender, its affiliates, and their respective directors, officers, employees, and agents. The Lender agrees that it will comply fully with all applicable federal and state securities laws and regulations in connection with its receipt and use of any MNPI provided in connection with the Facility.
The Lender further confirms its election with respect to the receipt of MNPI by checking the applicable box below:
The Lender wishes to receive MNPI in connection with the syndication of the Facility and acknowledges that receipt of MNPI may restrict the Lender's ability to trade in the publicly traded securities of the Borrower and its affiliates.
The Lender does NOT wish to receive MNPI in connection with the syndication of the Facility and requests that, to the extent practicable, the Agent and the Borrower limit the information provided to the Lender to information that does not constitute MNPI. The Lender acknowledges that, notwithstanding this election, certain information provided in connection with the Facility may inadvertently constitute MNPI and that the Lender assumes all responsibility for its own compliance with applicable securities laws.
Section 7. No Fiduciary Relationship.
The Lender acknowledges and agrees that neither the Agent, the Borrower, nor any of their respective affiliates, counsel, financial advisors, accountants, consultants, or other agents or representatives owes any fiduciary duty, advisory obligation, or agency relationship to the Lender in connection with the syndication of the Facility, the negotiation or execution of the Credit Agreement, or any of the transactions contemplated thereby. The relationship between the Agent and the Lender in connection with the syndication of the Facility is solely that of an arranger and a prospective lender, and nothing contained in this letter, the Syndication Materials, or any other communication shall be construed to create any fiduciary, advisory, or agency relationship between the Agent and the Lender.
The Agent is acting solely in its capacity as arranger, administrative agent, collateral agent, and bookrunner in connection with the Facility, and not as a financial advisor, investment advisor, or fiduciary to the Lender. The Borrower is acting solely in its capacity as borrower under the Facility and not as an advisor or fiduciary to the Lender. The Lender is acting solely in its own interest as a sophisticated institutional investor, and has made and will make its own independent judgment regarding its participation in the Facility, with the advice of its own legal, financial, tax, and other advisors as it has deemed appropriate.
Any fees, pricing, or economics reflected in the Syndication Materials or otherwise communicated to the Lender in connection with the Facility, including, without limitation, the applicable interest rate margin of [Insert — e.g., 375] basis points over the applicable benchmark rate (as defined in the Credit Agreement), any original issue discount, any upfront fees, any commitment fees, and any other fees, pricing, or economics, have been established by arm's-length negotiation between the Borrower and the Agent and do not reflect, and shall not be construed to reflect, any recommendation, opinion, or advice by the Agent (or any other person) to the Lender regarding the terms on which the Lender should participate in the Facility. The Lender has independently evaluated the adequacy and appropriateness of such fees, pricing, and economics in light of its own investment criteria, risk tolerance, and return objectives.
Section 8. Representations of the Lender.
The Lender hereby represents and warrants to the Agent and the Borrower as follows, each of which representations and warranties shall be true and correct as of the date hereof and as of the date of the Lender's entry into the Credit Agreement:
(a) Organization and Good Standing. The Lender is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, being [Insert jurisdiction — e.g., the State of Delaware / the Cayman Islands / the State of New York / England and Wales], and has all requisite organizational power and authority to own its properties, conduct its business, and enter into and perform its obligations under this letter and the Credit Agreement.
(b) Power and Authority. The Lender has all requisite power and authority (corporate, partnership, limited liability company, or otherwise, as applicable) to execute and deliver this letter, to perform its obligations hereunder, and to participate in the Facility as contemplated hereby and by the Credit Agreement.
(c) Due Authorization. The execution and delivery of this letter by the Lender, and the Lender's participation in the Facility, have been duly authorized by all necessary action (corporate, partnership, limited liability company, or otherwise, as applicable) on the part of the Lender, including, to the extent required, approval by the Lender's board of directors, investment committee, or other governing body, and this letter constitutes a legal, valid, and binding obligation of the Lender, enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(d) Accredited Investor / Qualified Institutional Buyer Status. The Lender is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and/or a "qualified institutional buyer" as defined in Rule 144A under the Securities Act, and/or a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended.
(e) Independent Tax Advice. The Lender is not relying, and will not rely, on any tax advice from the Agent, the Borrower, or any of their respective advisors, and the Lender has obtained (or will obtain prior to entry into the Credit Agreement) its own independent tax advice regarding the U.S. federal, state, local, and non-U.S. tax consequences of its participation in the Facility, including, without limitation, any withholding tax obligations, FATCA compliance requirements, and the tax treatment of interest, fees, and original issue discount.
(f) Ongoing Independent Evaluation. The Lender will continue to independently evaluate the creditworthiness and financial condition of the Borrower and its subsidiaries (including the Guarantors) throughout the term of the Facility, without reliance on the Agent or any other lender, and will make its own independent decisions regarding any future actions under the Credit Agreement (including, without limitation, decisions regarding waivers, amendments, consents, the exercise of remedies, and the purchase or sale of loan participations or assignments).
Section 9. Governing Law; Jurisdiction.
This letter and any claim, controversy, dispute, or cause of action (whether in contract, tort, equity, or otherwise) based upon, arising out of, or relating to this letter or the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction.
Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, for the purposes of any suit, action, or proceeding arising out of or relating to this letter, and agrees not to commence any such suit, action, or proceeding except in such courts. Each party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such suit, action, or proceeding in any such court, and irrevocably waives any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 10. Miscellaneous.
Counterparts. This letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this letter by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this letter.
Binding Effect. This letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, and legal representatives.
Amendment and Waiver. This letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by each of the parties hereto (or, in the case of a waiver, by the party granting such waiver). No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Severability. If any provision of this letter is held to be illegal, invalid, or unenforceable in any jurisdiction, the legality, validity, and enforceability of the remaining provisions hereof shall not be affected or impaired thereby, and such provision shall be deemed modified to the minimum extent necessary to make it legal, valid, and enforceable in such jurisdiction. If such provision cannot be so modified, it shall be severed from this letter, and the remaining provisions shall continue in full force and effect. The illegality, invalidity, or unenforceability of any provision of this letter in any jurisdiction shall not affect the legality, validity, or enforceability of such provision in any other jurisdiction.
Entire Agreement. This letter, together with the confidentiality agreement referenced in Section 5 hereof, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, between the parties with respect to such subject matter.
Headings. The section headings contained in this letter are for reference purposes only and shall not affect the meaning or interpretation of this letter.
[Signature Pages Follow]
SIGNATURE BLOCK — LENDER
IN WITNESS WHEREOF, the undersigned has executed this Non-Reliance Letter as of the date first set forth above.
[INSERT FULL LEGAL NAME OF LENDER]
By: ________
Name: [Insert name of authorized signatory]
Title: [Insert title]
Date: [Insert date]
Address for Notices: [Insert address] [Insert city, state/country, zip/postal code]
Attention: [Insert contact name]
Email: [Insert email address]
Telephone: [Insert telephone number]
Commitment Amount: $[Insert amount]
Type of Institutional Investor: [Insert description — e.g., CLO fund / credit fund / insurance company investment arm / bank / asset manager]
ACKNOWLEDGED AND AGREED
(Optional Counter-Signature — to be completed at the direction of the Lead Arranger)
The undersigned hereby acknowledges receipt of the foregoing Non-Reliance Letter and confirms that the Lender identified above has been approved to receive the Syndication Materials in connection with the syndication of the Facility, subject to the terms and conditions set forth herein and in the applicable confidentiality agreement.
CRESCENT HARBOR BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lead Arranger
By: ________
Name: [Insert name of authorized signatory]
Title: [Insert title]
Date: [Insert date]
EXHIBIT A
LIST OF SYNDICATION MATERIALS TO BE PROVIDED
The following documents and materials are expected to be made available to the Lender following execution and delivery of this Non-Reliance Letter, subject to the terms of the applicable confidentiality agreement:
1.  Confidential Information Memorandum dated June 2022 (the "CIM"), prepared by Crescent Harbor Bank, N.A. in connection with the syndication of the Facility.
2.  Lender Presentation Materials — slide deck prepared for the lender presentations scheduled for June 13–17, 2022.
3.  Preliminary Summary of Terms and Conditions (the "Term Sheet") dated May 2022.
4.  Financial Model — Base case, upside case, and downside case financial projections for the Borrower and its consolidated subsidiaries for fiscal years 2022–2027, prepared by the Borrower with the assistance of Meridian Strauss Advisory LLC.
5.  Historical Audited Financial Statements — Consolidated audited financial statements of the Borrower for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, together with the related reports of the Borrower's independent registered public accounting firm.
6.  Unaudited Interim Financial Statements — Consolidated unaudited financial statements of the Borrower for the quarter ended March 31, 2022.
7.  Collateral Overview — Summary description of the collateral package, including a preliminary collateral allocation analysis.
8.  Industry Overview — Summary of the hospitality and lodging industry, including market data, competitive landscape, and key trends.
9.  Draft Credit Agreement — Preliminary draft of the Credit Agreement (subject to ongoing negotiation and revision).
10.  Organizational Chart — Simplified corporate structure chart for the Borrower and its material subsidiaries.
11.  Such other documents, reports, and information as the Agent and the Borrower may, in their sole discretion, elect to make available to prospective lenders in connection with the syndication process.
The foregoing list is provided for informational purposes only and is subject to change without notice. Neither the Agent nor the Borrower is under any obligation to provide all or any of the foregoing materials to any prospective lender, and the Agent and the Borrower reserve the right to add, remove, or modify the Syndication Materials at any time prior to the closing of the Facility.
EXHIBIT B
FORM OF CONFIDENTIALITY AGREEMENT / NDA REFERENCE
The confidentiality obligations of the Lender with respect to the Syndication Materials and all other Confidential Information received in connection with the Facility are governed by the following agreement, which has been or will be separately executed by the Lender:
[Check one, as applicable:]
Click-Through Confidentiality Undertaking. The Lender has executed the click-through confidentiality undertaking made available through the Crescent Harbor Bank, N.A. syndication portal at [insert URL], dated as of [insert date].
Bilateral Confidentiality Agreement. The Lender has executed that certain Confidentiality Agreement dated as of [insert date], 2022, by and between the Lender and Crescent Harbor Bank, National Association, as Lead Arranger, a copy of which is on file with the Agent.
Other. The Lender's confidentiality obligations are governed by the following agreement: [Insert description and date of applicable confidentiality agreement or NDA].
To the extent the Lender has not yet executed a confidentiality agreement, the Lender acknowledges and agrees that it must do so prior to receiving any Syndication Materials and that the confidentiality provisions of this Non-Reliance Letter (including Section 5 hereof) shall govern in the interim.
NOTICE: This form of Non-Reliance Letter has been prepared by Calderwood & Harkness LLP in connection with the syndication of the Facility. Calderwood & Harkness LLP represents the Borrower in connection with the Facility and does not represent, and has no attorney-client relationship with, any prospective lender. Prospective lenders are encouraged to consult with their own legal counsel prior to executing this letter. The distribution of this form does not constitute legal advice to any prospective lender.
1016-00009

FORM OF NON-RELIANCE LETTER

INTRODUCTORY INSTRUCTIONS / USAGE GUIDANCE

NON-RELIANCE LETTER

ACKNOWLEDGED AND AGREED

EXHIBIT A

LIST OF SYNDICATION MATERIALS TO BE PROVIDED

EXHIBIT B

FORM OF CONFIDENTIALITY AGREEMENT / NDA REFERENCE

Record

Parties

Dates

Amounts