1021-00001 · Verimark Hospitality Group · Transaction Documents

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CONFIDENTIAL

VERIMARK HOSPITALITY GROUP INC. 8200 West Palmetto Park Road Suite 1500 Boca Raton, FL 33433

July 21, 2022

Crescent Harbor Bank, National Association, as Administrative Agent

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

and Anika Holm, Director, Loan Syndications

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

Re: Borrowing Request pursuant to Section 2.03 of the Credit Agreement dated as of July 21, 2022 (the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent (the "Administrative Agent"), and the Lenders from time to time party thereto

$700,000,000 Senior Secured Term Loan B Facility

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

CUSIP: 92347LAB8

Ladies and Gentlemen:

This Borrowing Request (this "Borrowing Request") is delivered to Crescent Harbor Bank, National Association, in its capacity as Administrative Agent, pursuant to Section 2.03 of that certain Credit Agreement dated as of July 21, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (EIN: 82-3741956; Delaware Secretary of State File Number: 7291843) (the "Borrower"), the Guarantors from time to time party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

This Borrowing Request constitutes the initial Borrowing Request delivered by the Borrower under the Credit Agreement. The Credit Agreement was entered into as of July 21, 2022, among the parties identified above, and provides for, among other things, a senior secured term loan B facility in an aggregate principal amount of $700,000,000 (the "Term Loan B Facility"). The Borrower hereby requests that the Administrative Agent and the Lenders make Term Loans available to the Borrower on the terms and subject to the conditions set forth herein and in the Credit Agreement.

1. Request for Borrowing

The Borrower hereby irrevocably requests a Borrowing of Term Loans under the Term Loan B Facility established pursuant to the Credit Agreement, on the following terms:

(a) Type of Borrowing. Term Loan B under the Term Loan B Facility.

(b) Aggregate Principal Amount Requested. $700,000,000 (Seven Hundred Million Dollars and 00/100), which represents the full and entire commitment amount available under the Term Loan B Facility as set forth in Schedule 2.01 of the Credit Agreement.

(c) Net Funding Amount. The net funding amount to be disbursed to or for the account of the Borrower, after application of the original issue discount of 1.00% (the "OID"), shall be $693,000,000 (Six Hundred Ninety-Three Million Dollars and 00/100). The OID of $7,000,000 (Seven Million Dollars and 00/100) represents the difference between the aggregate principal amount of the Term Loans ($700,000,000) and the net proceeds to be received by the Borrower on the Borrowing Date.

(d) Full Draw. This Borrowing Request constitutes a request for the full amount of the commitments under the Term Loan B Facility. Upon the funding of this Borrowing, the entire commitment under the Term Loan B Facility shall be deemed fully drawn and no further Borrowings shall be available thereunder.

2. Proposed Borrowing Date

The proposed Borrowing Date for the Term Loans requested hereby is July 21, 2022 (the "Borrowing Date"). The Borrowing Date constitutes the Closing Date under the Credit Agreement. The Borrower, the Administrative Agent, and the Lenders have agreed that the Credit Agreement shall be executed and delivered on a simultaneous sign-and-close basis, with the initial funding of the Term Loans occurring contemporaneously with the execution and delivery of the Credit Agreement and the satisfaction or waiver of each of the conditions precedent set forth in Article IV thereof.

3. Interest Rate Election

The Borrower hereby makes the following interest rate election with respect to the Term Loans requested hereby:

(a) Type of Term Loan. Adjusted Term SOFR Loan.

(b) Interest Period. One (1) month, commencing on the Borrowing Date (July 21, 2022) and ending on August 21, 2022 (or, if such date is not a Business Day, the next succeeding Business Day, unless such Business Day falls in the next calendar month, in which case the immediately preceding Business Day, all as set forth in Section 2.07 of the Credit Agreement).

(d) SOFR Floor. The Term SOFR Rate applicable to the Term Loans shall be subject to a floor of 0.50% per annum, as set forth in the definition of "Adjusted Term SOFR Rate" in Section 1.01 of the Credit Agreement. In the event that the one-month Term SOFR Rate on any Interest Rate Determination Date is less than 0.50% per annum, the Term SOFR Rate shall be deemed to be 0.50% per annum for purposes of calculating the interest rate applicable to the Term Loans.

(e) Credit Spread Adjustment. Pursuant to the definition of "Adjusted Term SOFR Rate" in the Credit Agreement, the applicable Credit Spread Adjustment for a one-month Interest Period is 0.10% (10 basis points) per annum.

(f) Illustrative All-In Rate Calculation. Based on the one-month Term SOFR Rate as published by the CME Group Benchmark Administration Limited (or a successor administrator) at approximately 5:00 a.m. (Chicago time) on July 21, 2022, the illustrative all-in interest rate applicable to the Term Loans for the initial Interest Period is calculated as follows:

The foregoing illustrative calculation is provided for informational purposes only and is based on the one-month Term SOFR Rate in effect as of the date hereof. The actual interest rate applicable to the Term Loans shall be determined by the Administrative Agent in accordance with the terms of the Credit Agreement on each applicable Interest Rate Determination Date.

(g) Default Rate (for reference only). The Default Rate, if applicable, would be the rate otherwise applicable to the Term Loans plus 200 basis points (2.00%) per annum, as set forth in Section 2.06(d) of the Credit Agreement. The Borrower confirms that, as of the date hereof and the Borrowing Date, no Default or Event of Default has occurred and is continuing, and accordingly the Default Rate is not applicable.

4. Funds Flow / Disbursement Instructions

The Borrower hereby directs the Administrative Agent to disburse the net proceeds of the Borrowing ($693,000,000, representing the aggregate principal amount of $700,000,000 less the OID of $7,000,000) in the following manner and in the following order of priority:

(a) Payoff of Existing Term Loan B — Greystone Federal Credit Corp.

Approximately $627,916,667 shall be remitted by wire transfer of immediately available funds to Greystone Federal Credit Corp. (in its capacity as administrative agent under the Existing Credit Agreement, as defined below) in full satisfaction and payoff of all outstanding obligations under that certain Credit Agreement dated as of March 15, 2019 (as amended, the "Existing Credit Agreement"), among the Borrower, Greystone Federal Credit Corp., as administrative agent, and the lenders party thereto, providing for a $625,000,000 senior secured term loan B facility (CUSIP: 92347LAA0) (the "Existing Term Loan B"). The aggregate payoff amount is comprised of the following components:

The wire instructions for the payoff of the Existing Term Loan B are set forth in the Payoff Letter dated July 19, 2022, issued by Greystone Federal Credit Corp. (prepared by Marion Stillwell, Vice President, Agency Services), with offices located at 200 Park Avenue South, 22nd Floor, New York, NY 10003, a copy of which has been delivered to the Administrative Agent. The Borrower hereby directs the Administrative Agent to remit such amount in strict accordance with the wire instructions set forth in such Payoff Letter. Upon receipt of the payoff amount, Greystone Federal Credit Corp. shall deliver UCC-3 termination statements, mortgage releases, intellectual property lien releases, and such other discharge and release documentation as contemplated by the Payoff Letter and the Credit Agreement.

(b) Arrangement Fee — Crescent Harbor Bank, N.A.

$3,500,000 shall be retained by or remitted to Crescent Harbor Bank, National Association, in its capacity as Lead Arranger under the Credit Agreement, in satisfaction of the arrangement fee equal to 0.50% of the aggregate principal amount of the Term Loan B Facility ($700,000,000), as set forth in the Fee Letter dated June 30, 2022, between the Borrower and Crescent Harbor Bank, National Association. The Administrative Agent is hereby authorized and directed to deduct such amount from the gross proceeds of the Borrowing prior to any disbursement to third parties or to the Borrower.

$1,400,000 shall be remitted by wire transfer of immediately available funds to Meridian Strauss Advisory LLC, in satisfaction of the advisory fee equal to 0.20% of the aggregate principal amount of the Term Loan B Facility ($700,000,000), as set forth in the Engagement Letter dated May 12, 2022, between the Borrower and Meridian Strauss Advisory LLC. The address of Meridian Strauss Advisory LLC is 299 Park Avenue, 16th Floor, New York, NY 10171. Wire instructions for such payment are set forth in the Funds Flow Memorandum referenced below.

(d) Estimated Legal and Closing Costs

Approximately $3,200,000 shall be disbursed in satisfaction of the estimated legal fees, closing costs, title insurance premiums, recording fees, search fees, and related transaction expenses incurred in connection with the negotiation, execution, and delivery of the Credit Agreement and the other Loan Documents and the consummation of the transactions contemplated thereby. The specific payees, amounts, and wire instructions for such disbursements are set forth in detail in the Funds Flow Memorandum dated July 20, 2022 (the "Funds Flow Memorandum"), which has been prepared by the Borrower's counsel, Calderwood & Harkness LLP, and which has been delivered to the Administrative Agent under separate cover. Such legal and closing costs include, without limitation, fees and expenses payable to Calderwood & Harkness LLP (counsel to the Borrower), Whitfield & Bauer LLP (counsel to the Administrative Agent), the title company, and various state and local recording offices.

(e) Remaining Net Proceeds to the Borrower

The remaining net proceeds of approximately $60,483,333 (representing the net funding amount of $693,000,000 less the aggregate of the disbursements described in clauses (a) through (d) above) shall be credited to the Borrower's designated operating account as specified in Section 5 below. Such remaining net proceeds shall be applied by the Borrower for permitted acquisitions and general corporate purposes in accordance with the terms of the Credit Agreement.

Summary of Funds Flow

Note: The Remaining Net Proceeds figure set forth in the table above reflects the arithmetic of the components listed. The approximate figure of $60,483,333 referenced in the body of this Borrowing Request is subject to final reconciliation of accrued interest, closing costs, and other adjustments as set forth in the Funds Flow Memorandum. Any variance between the estimated and actual disbursement amounts shall be reconciled within five (5) Business Days following the Closing Date, and any excess or shortfall shall be credited or debited, as applicable, to the Borrower's designated account.

Reference: The Funds Flow Memorandum dated July 20, 2022, which is attached hereto as Exhibit A (or, if not physically attached, has been delivered to the Administrative Agent under separate cover on or prior to the date hereof), sets forth the detailed wire instructions for each of the disbursements described above. The Administrative Agent is hereby authorized and directed to disburse the net proceeds of the Borrowing in strict accordance with the wire instructions set forth in the Funds Flow Memorandum.

5. Borrower Account Information

The Borrower hereby directs that the remaining net proceeds of the Borrowing (approximately $60,483,333, subject to final reconciliation as described in Section 4 above) be credited by wire transfer of immediately available funds to the following account:

The Borrower represents and warrants that the foregoing account is maintained in the name of the Borrower at a depository institution organized under the laws of the United States or any state thereof, that the Borrower is the sole owner of such account, and that such account has been identified in the Perfection Certificate delivered on the date hereof as a Deposit Account of the Borrower subject to a Deposit Account Control Agreement in favor of the Collateral Agent.

6. Representations and Certifications

The Borrower hereby certifies, represents, and warrants to the Administrative Agent and each Lender that, as of the date hereof and as of the proposed Borrowing Date (July 21, 2022), each of the following statements is true and correct:

(a) Representations and Warranties. Each of the representations and warranties made by the Borrower and each Guarantor in Article III of the Credit Agreement and in each of the other Loan Documents is true and correct in all material respects on and as of the date hereof and the Borrowing Date with the same effect as though made on and as of such date; provided, however, that (i) any such representation or warranty that is qualified by materiality, Material Adverse Effect, or similar qualifier is true and correct in all respects on and as of such date, and (ii) to the extent that any such representation or warranty specifically relates to an earlier date, such representation or warranty is true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date. Without limiting the generality of the foregoing, the representations and warranties set forth in Sections 3.01 (Organization; Powers), 3.02 (Authorization), 3.03 (Enforceability), 3.04 (Governmental Approvals; No Conflicts), 3.06 (Litigation), 3.08 (Compliance with Laws), 3.10 (Taxes), 3.13 (Subsidiaries), 3.14 (Solvency), 3.17 (Accuracy of Information), 3.19 (Security Interest in Collateral), and 3.20 (Anti-Corruption Laws; Sanctions) of the Credit Agreement are each true and correct in all material respects as of the date hereof and the Borrowing Date.

(b) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof or as of the Borrowing Date, and no Default or Event of Default would result from the making of the Borrowing requested hereby or from the application of the proceeds thereof in the manner described in Section 4 above and as otherwise contemplated by the Credit Agreement and the Funds Flow Memorandum. The Borrower has reviewed the events and conditions specified in Article VII of the Credit Agreement (Events of Default) and confirms that no such event or condition exists or would exist after giving effect to the Borrowing.

(c) Conditions Precedent. All conditions precedent to the obligation of the Lenders to make the Term Loans on the Closing Date, as set forth in Sections 4.01 and 4.02 of the Credit Agreement, have been satisfied in full or, to the extent expressly permitted by the Credit Agreement or the Post-Closing Letter Agreement referenced in Section 8 below, have been waived by the Administrative Agent (acting at the direction of the Required Lenders). Without limiting the foregoing, the Borrower confirms that the following conditions, among others, have been satisfied: (i) execution and delivery of the Credit Agreement and each of the other Loan Documents required to be delivered on the Closing Date; (ii) delivery of a customary legal opinion of Calderwood & Harkness LLP, counsel to the Borrower and the Guarantors; (iii) delivery of good standing certificates, organizational documents, board resolutions, and incumbency certificates for the Borrower and each Guarantor; (iv) delivery of the Solvency Certificate; (v) delivery of the Payoff Letter with respect to the Existing Term Loan B; and (vi) completion of "know your customer" and anti-money laundering due diligence, including delivery of IRS Form W-9 for the Borrower and each Guarantor.

(d) Solvency. The Borrower and its Restricted Subsidiaries, on a consolidated basis and after giving pro forma effect to the Borrowing, the application of the proceeds thereof (including the payoff of the Existing Term Loan B), and the consummation of the other transactions contemplated by the Credit Agreement and the other Loan Documents, are Solvent, as such term is defined in the Credit Agreement. In support of the foregoing, the Borrower has caused Renata Haines, Chief Financial Officer of the Borrower, to execute and deliver on the date hereof a Solvency Certificate in the form of Exhibit F to the Credit Agreement, certifying that (i) the fair value of the assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis, exceeds their total liabilities (including contingent, subordinated, and unliquidated liabilities); (ii) the present fair saleable value of the assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liabilities of the Borrower and its Restricted Subsidiaries on their debts and other obligations as such debts and obligations become absolute and matured; (iii) the Borrower and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and other obligations as such obligations mature in the ordinary course of business; and (iv) the Borrower and its Restricted Subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct their business.

(e) Material Adverse Change. Since December 31, 2021, which is the date of the most recent audited consolidated financial statements of the Borrower and its Subsidiaries delivered to the Administrative Agent (audited by Clearmont & Wharton LLP, the Borrower's independent registered public accounting firm, and included in the Borrower's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022), there has been no event, circumstance, development, change, or effect that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect (as defined in Section 1.01 of the Credit Agreement). The Borrower's business operations, financial condition, and results of operations have continued in the ordinary course consistent with past practice during the period from December 31, 2021 through the date hereof, and no event or condition has occurred that would constitute a Material Adverse Change.

(f) Use of Proceeds. The proceeds of the Term Loans will be used solely for the purposes expressly permitted under Section 5.08 of the Credit Agreement, which are as follows:

(i) to refinance in full the outstanding Indebtedness under the Existing Term Loan B, consisting of outstanding principal of $621,875,000 (together with accrued and unpaid interest and the prepayment premium), which Existing Term Loan B was incurred pursuant to the Existing Credit Agreement among the Borrower, Greystone Federal Credit Corp., as administrative agent, and the lenders party thereto;

(ii) to pay the fees, costs, premiums, and expenses incurred by the Borrower in connection with the refinancing and the negotiation, execution, delivery, and syndication of the Credit Agreement and the other Loan Documents (including the arrangement fee, the advisory fee, and legal and closing costs described in Section 4 above); and

(iii) with respect to the remaining net proceeds of approximately $60,483,333 (after payment of the foregoing amounts), for Permitted Acquisitions and general corporate purposes of the Borrower and its Restricted Subsidiaries, in each case as and to the extent permitted by the terms of the Credit Agreement.

No portion of the proceeds of the Term Loans will be used, directly or indirectly, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, or for any purpose that would violate any applicable Anti-Corruption Laws or Sanctions (as such terms are defined in the Credit Agreement).

(g) Pro Forma Compliance with Financial Covenant. After giving pro forma effect to the Borrowing and the application of the proceeds thereof (including the refinancing of the Existing Term Loan B and the payment of fees, costs, and expenses), the Borrower is in compliance with the financial covenant set forth in Section 6.12 of the Credit Agreement. Specifically, the Maximum Total Net Leverage Ratio permitted under the Credit Agreement as of the Closing Date is 4.50 to 1.00 (the "Covenant Level"). The Borrower's pro forma Total Net Leverage Ratio as of the Closing Date, calculated in accordance with the definitions and methodology set forth in the Credit Agreement, is 2.52 to 1.00, which is within the Covenant Level. The calculation of the pro forma Total Net Leverage Ratio is set forth below:

The foregoing pro forma calculation is based on the financial information most recently delivered to the Administrative Agent, including the Borrower's unaudited consolidated financial statements for the fiscal quarter ended June 30, 2022, and gives effect to the transactions contemplated by the Credit Agreement as if such transactions had occurred on the first day of the relevant test period.

7. Guarantors

The Borrower hereby confirms that, as of the Borrowing Date, each of the following entities (collectively, the "Guarantors") has executed and delivered a Guaranty Agreement or joinder thereto in favor of the Administrative Agent for the benefit of the Secured Parties, and that each such guaranty is in full force and effect:

Each of the foregoing Guarantors has unconditionally guaranteed the prompt and complete payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents, in accordance with the terms and conditions of the Guaranty Agreement. The Borrower confirms that no Guarantor has been released from its obligations under the Guaranty Agreement and that no event or condition has occurred that would impair, limit, or otherwise affect the enforceability of any such guaranty.

The Borrower further confirms that each Guarantor listed above constitutes a "Significant Subsidiary" (as defined in the Credit Agreement) and that, together, the Guarantors represent not less than 95% of the total assets and 95% of the total revenues of the Borrower and its Restricted Subsidiaries on a consolidated basis (excluding the Borrower).

8. Post-Closing Items Acknowledgment

The Borrower acknowledges and agrees that, as of the date hereof, certain post-closing deliverables remain outstanding and are to be delivered by the Borrower and the Guarantors to the Administrative Agent and the Collateral Agent on or before August 5, 2022 (or such later date as the Administrative Agent may agree in writing), in each case pursuant to and in accordance with the terms and conditions of the Post-Closing Letter Agreement dated as of July 21, 2022 (the "Post-Closing Letter Agreement"), by and among the Borrower, the Guarantors, and the Administrative Agent. The outstanding post-closing deliverables include, without limitation:

(a) Mortgage instruments (or amendments and restatements of existing mortgages, deeds of trust, or deeds to secure debt, as applicable) covering the forty-two (42) hotel properties owned or leased by the Borrower and its Restricted Subsidiaries and located across twelve (12) states, in each case in form and substance reasonably satisfactory to the Collateral Agent and its counsel;

(b) ALTA lender's title insurance policies (or endorsements to existing policies) with respect to each of the forty-two (42) mortgaged hotel properties, issued by a nationally recognized title insurance company acceptable to the Collateral Agent, in amounts and with endorsements satisfactory to the Collateral Agent; and

(c) Such related deliverables as are customary for mortgage financings in the applicable jurisdictions, including ALTA/NSPS surveys (or survey affidavits), flood zone determinations and, where applicable, flood insurance policies, environmental reports, and local counsel legal opinions.

This Borrowing Request is being delivered, and the Borrowing requested hereby is being made, notwithstanding that certain of the post-closing items described above remain outstanding as of the date hereof. The Administrative Agent and the Required Lenders have consented to the deferral of such post-closing deliverables to the date specified in the Post-Closing Letter Agreement, as expressly permitted under Section 4.01(k) of the Credit Agreement. The failure to deliver any such post-closing item on or before the date specified in the Post-Closing Letter Agreement shall, unless waived in writing by the Administrative Agent (acting at the direction of the Required Lenders), constitute an Event of Default under the Credit Agreement.

9. Execution; Authorized Officer

This Borrowing Request has been duly authorized, executed, and delivered by the undersigned, who is an authorized officer of the Borrower duly empowered to execute and deliver this Borrowing Request on behalf of the Borrower pursuant to the resolutions of the Board of Directors of the Borrower adopted on June 28, 2022, copies of which have been delivered to the Administrative Agent as part of the closing deliverables under the Credit Agreement.

The Borrower hereby confirms that this Borrowing Request is irrevocable and that the Borrower shall be bound to accept and borrow the Term Loans in accordance with the terms hereof and the Credit Agreement, subject only to the satisfaction or waiver of the conditions set forth in Article IV of the Credit Agreement.

[Signature Page Follows]

SIGNATURE PAGE TO BORROWING REQUEST

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

VERIMARK HOSPITALITY GROUP INC.

By: ________

Name: Glenn Fischbach

Title: Treasurer

Date: July 21, 2022

Contact Information for Authorized Officer:

Glenn Fischbach, Treasurer Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, FL 33433 Telephone: (561) 414-8700

Email: gfischbach@verimarkhg.com

10. Notice Information

In accordance with Section 9.01 of the Credit Agreement, all notices, requests, demands, consents, and other communications relating to this Borrowing Request or the matters contemplated hereby shall be delivered as follows:

If to the Borrower:

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

Attention: Glenn Fischbach, Treasurer

Telephone: (561) 414-8700

Email: gfischbach@verimarkhg.com

with a copy (which shall not constitute notice) to:

Priya Narayanan, General Counsel & Corporate Secretary Telephone: (561) 414-8722

Email: pnarayanan@verimarkhg.com

With a copy to Borrower's Counsel:

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

Attention: Ian Blackwood, Partner

Telephone: (212) 558-4000

Email: iblackwood@calderwoodharkness.com

and

Sophie Tremblay, Associate Telephone: (212) 558-4127

Email: stremblay@calderwoodharkness.com

Engagement Number: 1016-00009

If to the Administrative Agent:

Crescent Harbor Bank, National Association 600 Lexington Avenue, 34th Floor New York, NY 10022

Attention: Theodore Marchetti, Managing Director, Leveraged Finance

Telephone: (212) 909-3400

Email: tmarchetti@crescentharbor.com

and

Anika Holm, Director, Loan Syndications Telephone: (212) 909-3455

Email: aholm@crescentharbor.com

Exhibits and Attachments

The following documents are attached hereto or have been delivered to the Administrative Agent under separate cover on or prior to the date hereof, and are incorporated herein by reference:

1. Exhibit A — Funds Flow Memorandum. Funds Flow Memorandum dated July 20, 2022, prepared by Calderwood & Harkness LLP on behalf of the Borrower, setting forth detailed disbursement instructions, wire instructions for each payee, and the allocation of proceeds of the Term Loans among the various recipients identified in Section 4 of this Borrowing Request. The Funds Flow Memorandum has been reviewed and approved by the Borrower, the Administrative Agent, and their respective counsel.

2. Exhibit B — Wire Instructions. Detailed wire transfer instructions for each payee identified in the Funds Flow Memorandum, including (a) Greystone Federal Credit Corp. (payoff of Existing Term Loan B), (b) Crescent Harbor Bank, N.A. (arrangement fee), (c) Meridian Strauss Advisory LLC (advisory fee), (d) Calderwood & Harkness LLP and other professional service providers (legal and closing costs), and (e) Verimark Hospitality Group Inc. (remaining net proceeds to Borrower's operating account), in each case as set forth in the Funds Flow Memorandum.

This Borrowing Request, together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement of the parties with respect to the subject matter hereof. This Borrowing Request shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction).

Component	Rate
1-Month Term SOFR (as of July 21, 2022)	2.29%
Credit Spread Adjustment (1-month)	0.10%
Applicable Margin	3.75%
All-In Rate	6.14%
Component	Amount
Outstanding Principal	$621,875,000
Accrued and Unpaid Interest (through July 21, 2022)	$2,916,667 (approximately)
Prepayment Premium (0.50% of outstanding principal)	$3,125,000
Total Payoff Amount	$627,916,667 (approximately)
Disbursement	Amount
Gross Borrowing Amount	$700,000,000
Less: Original Issue discount (1.00%)	($7,000,000)
Net Funding Amount	$693,000,000
Less: Payoff of Existing Term Loan B (Greystone)	($627,916,667)
Less: Arrangement Fee (Crescent Harbor)	($3,500,000)
Less: Advisory Fee (Meridian Strauss)	($1,400,000)
Less: Estimated Legal and Closing Costs	($3,200,000)
Remaining Net Proceeds to Borrower	$56,983,333
Field	Detail
Bank Name:	Greaves Bancorp
ABA Routing Number:	021000021
Account Number:	783-029164
Account Name:	Verimark Hospitality Group Inc. — Operating Account
Reference:	CHB-LF-2022-07814 / TLB Initial Drawdown

SWIFT Code (if applicable):	CHASUS33
Component	Amount / Ratio
Total Funded Debt (pro forma, after giving effect to the Borrowing and the payoff of the Existing Term Loan B)	$920,000,000
Less: Unrestricted Cash and Cash Equivalents	($62,000,000)
Total Net Debt	$858,000,000
LTM Adjusted EBITDA (for the four fiscal quarters ending June 30, 2022)	$341,000,000
Pro Forma Total Net Leverage Ratio	2.52x
Maximum Permitted Total Net Leverage Ratio (Covenant Level)	4.50x
Headroom	1.98x
Guarantor	Jurisdiction of Organization	Entity Type
Verimark Resort Properties LLC	Delaware	Limited Liability Company
VHG Management Services Inc.	Delaware	Corporation
Verimark Convention Holdings LLC	Delaware	Limited Liability Company
Palmetto Beachfront Hotels LLC	Florida	Limited Liability Company
Cascadia Hospitality Corp.	Delaware	Corporation

CONFIDENTIAL
VERIMARK HOSPITALITY GROUP INC. 8200 West Palmetto Park Road Suite 1500 Boca Raton, FL 33433
July 21, 2022
Crescent Harbor Bank, National Association, as Administrative Agent
Attention: Theodore "Ted" Marchetti, Managing Director, Leveraged Finance
and Anika Holm, Director, Loan Syndications
600 Lexington Avenue, 34th Floor New York, NY 10022
Re: Borrowing Request pursuant to Section 2.03 of the Credit Agreement dated as of July 21, 2022 (the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent (the "Administrative Agent"), and the Lenders from time to time party thereto
$700,000,000 Senior Secured Term Loan B Facility
Crescent Harbor Internal Loan Number: CHB-LF-2022-07814
CUSIP: 92347LAB8
Ladies and Gentlemen:
This Borrowing Request (this "Borrowing Request") is delivered to Crescent Harbor Bank, National Association, in its capacity as Administrative Agent, pursuant to Section 2.03 of that certain Credit Agreement dated as of July 21, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (EIN: 82-3741956; Delaware Secretary of State File Number: 7291843) (the "Borrower"), the Guarantors from time to time party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
This Borrowing Request constitutes the initial Borrowing Request delivered by the Borrower under the Credit Agreement. The Credit Agreement was entered into as of July 21, 2022, among the parties identified above, and provides for, among other things, a senior secured term loan B facility in an aggregate principal amount of $700,000,000 (the "Term Loan B Facility"). The Borrower hereby requests that the Administrative Agent and the Lenders make Term Loans available to the Borrower on the terms and subject to the conditions set forth herein and in the Credit Agreement.
1. Request for Borrowing
The Borrower hereby irrevocably requests a Borrowing of Term Loans under the Term Loan B Facility established pursuant to the Credit Agreement, on the following terms:
(a) Type of Borrowing. Term Loan B under the Term Loan B Facility.
(b) Aggregate Principal Amount Requested. $700,000,000 (Seven Hundred Million Dollars and 00/100), which represents the full and entire commitment amount available under the Term Loan B Facility as set forth in Schedule 2.01 of the Credit Agreement.
(c) Net Funding Amount. The net funding amount to be disbursed to or for the account of the Borrower, after application of the original issue discount of 1.00% (the "OID"), shall be $693,000,000 (Six Hundred Ninety-Three Million Dollars and 00/100). The OID of $7,000,000 (Seven Million Dollars and 00/100) represents the difference between the aggregate principal amount of the Term Loans ($700,000,000) and the net proceeds to be received by the Borrower on the Borrowing Date.
(d) Full Draw. This Borrowing Request constitutes a request for the full amount of the commitments under the Term Loan B Facility. Upon the funding of this Borrowing, the entire commitment under the Term Loan B Facility shall be deemed fully drawn and no further Borrowings shall be available thereunder.
2. Proposed Borrowing Date
The proposed Borrowing Date for the Term Loans requested hereby is July 21, 2022 (the "Borrowing Date"). The Borrowing Date constitutes the Closing Date under the Credit Agreement. The Borrower, the Administrative Agent, and the Lenders have agreed that the Credit Agreement shall be executed and delivered on a simultaneous sign-and-close basis, with the initial funding of the Term Loans occurring contemporaneously with the execution and delivery of the Credit Agreement and the satisfaction or waiver of each of the conditions precedent set forth in Article IV thereof.
3. Interest Rate Election
The Borrower hereby makes the following interest rate election with respect to the Term Loans requested hereby:
(a) Type of Term Loan. Adjusted Term SOFR Loan.
(b) Interest Period. One (1) month, commencing on the Borrowing Date (July 21, 2022) and ending on August 21, 2022 (or, if such date is not a Business Day, the next succeeding Business Day, unless such Business Day falls in the next calendar month, in which case the immediately preceding Business Day, all as set forth in Section 2.07 of the Credit Agreement).
(c) Applicable Margin. 375 basis points (3.75%) per annum, as set forth in Section 2.06(a) of the Credit Agreement.
(d) SOFR Floor. The Term SOFR Rate applicable to the Term Loans shall be subject to a floor of 0.50% per annum, as set forth in the definition of "Adjusted Term SOFR Rate" in Section 1.01 of the Credit Agreement. In the event that the one-month Term SOFR Rate on any Interest Rate Determination Date is less than 0.50% per annum, the Term SOFR Rate shall be deemed to be 0.50% per annum for purposes of calculating the interest rate applicable to the Term Loans.
(e) Credit Spread Adjustment. Pursuant to the definition of "Adjusted Term SOFR Rate" in the Credit Agreement, the applicable Credit Spread Adjustment for a one-month Interest Period is 0.10% (10 basis points) per annum.
(f) Illustrative All-In Rate Calculation. Based on the one-month Term SOFR Rate as published by the CME Group Benchmark Administration Limited (or a successor administrator) at approximately 5:00 a.m. (Chicago time) on July 21, 2022, the illustrative all-in interest rate applicable to the Term Loans for the initial Interest Period is calculated as follows:
The foregoing illustrative calculation is provided for informational purposes only and is based on the one-month Term SOFR Rate in effect as of the date hereof. The actual interest rate applicable to the Term Loans shall be determined by the Administrative Agent in accordance with the terms of the Credit Agreement on each applicable Interest Rate Determination Date.
(g) Default Rate (for reference only). The Default Rate, if applicable, would be the rate otherwise applicable to the Term Loans plus 200 basis points (2.00%) per annum, as set forth in Section 2.06(d) of the Credit Agreement. The Borrower confirms that, as of the date hereof and the Borrowing Date, no Default or Event of Default has occurred and is continuing, and accordingly the Default Rate is not applicable.
4. Funds Flow / Disbursement Instructions
The Borrower hereby directs the Administrative Agent to disburse the net proceeds of the Borrowing ($693,000,000, representing the aggregate principal amount of $700,000,000 less the OID of $7,000,000) in the following manner and in the following order of priority:
(a) Payoff of Existing Term Loan B — Greystone Federal Credit Corp.
Approximately $627,916,667 shall be remitted by wire transfer of immediately available funds to Greystone Federal Credit Corp. (in its capacity as administrative agent under the Existing Credit Agreement, as defined below) in full satisfaction and payoff of all outstanding obligations under that certain Credit Agreement dated as of March 15, 2019 (as amended, the "Existing Credit Agreement"), among the Borrower, Greystone Federal Credit Corp., as administrative agent, and the lenders party thereto, providing for a $625,000,000 senior secured term loan B facility (CUSIP: 92347LAA0) (the "Existing Term Loan B"). The aggregate payoff amount is comprised of the following components:
The wire instructions for the payoff of the Existing Term Loan B are set forth in the Payoff Letter dated July 19, 2022, issued by Greystone Federal Credit Corp. (prepared by Marion Stillwell, Vice President, Agency Services), with offices located at 200 Park Avenue South, 22nd Floor, New York, NY 10003, a copy of which has been delivered to the Administrative Agent. The Borrower hereby directs the Administrative Agent to remit such amount in strict accordance with the wire instructions set forth in such Payoff Letter. Upon receipt of the payoff amount, Greystone Federal Credit Corp. shall deliver UCC-3 termination statements, mortgage releases, intellectual property lien releases, and such other discharge and release documentation as contemplated by the Payoff Letter and the Credit Agreement.
(b) Arrangement Fee — Crescent Harbor Bank, N.A.
$3,500,000 shall be retained by or remitted to Crescent Harbor Bank, National Association, in its capacity as Lead Arranger under the Credit Agreement, in satisfaction of the arrangement fee equal to 0.50% of the aggregate principal amount of the Term Loan B Facility ($700,000,000), as set forth in the Fee Letter dated June 30, 2022, between the Borrower and Crescent Harbor Bank, National Association. The Administrative Agent is hereby authorized and directed to deduct such amount from the gross proceeds of the Borrowing prior to any disbursement to third parties or to the Borrower.
(c) Advisory Fee — Meridian Strauss Advisory LLC
$1,400,000 shall be remitted by wire transfer of immediately available funds to Meridian Strauss Advisory LLC, in satisfaction of the advisory fee equal to 0.20% of the aggregate principal amount of the Term Loan B Facility ($700,000,000), as set forth in the Engagement Letter dated May 12, 2022, between the Borrower and Meridian Strauss Advisory LLC. The address of Meridian Strauss Advisory LLC is 299 Park Avenue, 16th Floor, New York, NY 10171. Wire instructions for such payment are set forth in the Funds Flow Memorandum referenced below.
(d) Estimated Legal and Closing Costs
Approximately $3,200,000 shall be disbursed in satisfaction of the estimated legal fees, closing costs, title insurance premiums, recording fees, search fees, and related transaction expenses incurred in connection with the negotiation, execution, and delivery of the Credit Agreement and the other Loan Documents and the consummation of the transactions contemplated thereby. The specific payees, amounts, and wire instructions for such disbursements are set forth in detail in the Funds Flow Memorandum dated July 20, 2022 (the "Funds Flow Memorandum"), which has been prepared by the Borrower's counsel, Calderwood & Harkness LLP, and which has been delivered to the Administrative Agent under separate cover. Such legal and closing costs include, without limitation, fees and expenses payable to Calderwood & Harkness LLP (counsel to the Borrower), Whitfield & Bauer LLP (counsel to the Administrative Agent), the title company, and various state and local recording offices.
(e) Remaining Net Proceeds to the Borrower
The remaining net proceeds of approximately $60,483,333 (representing the net funding amount of $693,000,000 less the aggregate of the disbursements described in clauses (a) through (d) above) shall be credited to the Borrower's designated operating account as specified in Section 5 below. Such remaining net proceeds shall be applied by the Borrower for permitted acquisitions and general corporate purposes in accordance with the terms of the Credit Agreement.
Summary of Funds Flow
Note: The Remaining Net Proceeds figure set forth in the table above reflects the arithmetic of the components listed. The approximate figure of $60,483,333 referenced in the body of this Borrowing Request is subject to final reconciliation of accrued interest, closing costs, and other adjustments as set forth in the Funds Flow Memorandum. Any variance between the estimated and actual disbursement amounts shall be reconciled within five (5) Business Days following the Closing Date, and any excess or shortfall shall be credited or debited, as applicable, to the Borrower's designated account.
Reference: The Funds Flow Memorandum dated July 20, 2022, which is attached hereto as Exhibit A (or, if not physically attached, has been delivered to the Administrative Agent under separate cover on or prior to the date hereof), sets forth the detailed wire instructions for each of the disbursements described above. The Administrative Agent is hereby authorized and directed to disburse the net proceeds of the Borrowing in strict accordance with the wire instructions set forth in the Funds Flow Memorandum.
5. Borrower Account Information
The Borrower hereby directs that the remaining net proceeds of the Borrowing (approximately $60,483,333, subject to final reconciliation as described in Section 4 above) be credited by wire transfer of immediately available funds to the following account:
The Borrower represents and warrants that the foregoing account is maintained in the name of the Borrower at a depository institution organized under the laws of the United States or any state thereof, that the Borrower is the sole owner of such account, and that such account has been identified in the Perfection Certificate delivered on the date hereof as a Deposit Account of the Borrower subject to a Deposit Account Control Agreement in favor of the Collateral Agent.
6. Representations and Certifications
The Borrower hereby certifies, represents, and warrants to the Administrative Agent and each Lender that, as of the date hereof and as of the proposed Borrowing Date (July 21, 2022), each of the following statements is true and correct:
(a) Representations and Warranties. Each of the representations and warranties made by the Borrower and each Guarantor in Article III of the Credit Agreement and in each of the other Loan Documents is true and correct in all material respects on and as of the date hereof and the Borrowing Date with the same effect as though made on and as of such date; provided, however, that (i) any such representation or warranty that is qualified by materiality, Material Adverse Effect, or similar qualifier is true and correct in all respects on and as of such date, and (ii) to the extent that any such representation or warranty specifically relates to an earlier date, such representation or warranty is true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date. Without limiting the generality of the foregoing, the representations and warranties set forth in Sections 3.01 (Organization; Powers), 3.02 (Authorization), 3.03 (Enforceability), 3.04 (Governmental Approvals; No Conflicts), 3.06 (Litigation), 3.08 (Compliance with Laws), 3.10 (Taxes), 3.13 (Subsidiaries), 3.14 (Solvency), 3.17 (Accuracy of Information), 3.19 (Security Interest in Collateral), and 3.20 (Anti-Corruption Laws; Sanctions) of the Credit Agreement are each true and correct in all material respects as of the date hereof and the Borrowing Date.
(b) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof or as of the Borrowing Date, and no Default or Event of Default would result from the making of the Borrowing requested hereby or from the application of the proceeds thereof in the manner described in Section 4 above and as otherwise contemplated by the Credit Agreement and the Funds Flow Memorandum. The Borrower has reviewed the events and conditions specified in Article VII of the Credit Agreement (Events of Default) and confirms that no such event or condition exists or would exist after giving effect to the Borrowing.
(c) Conditions Precedent. All conditions precedent to the obligation of the Lenders to make the Term Loans on the Closing Date, as set forth in Sections 4.01 and 4.02 of the Credit Agreement, have been satisfied in full or, to the extent expressly permitted by the Credit Agreement or the Post-Closing Letter Agreement referenced in Section 8 below, have been waived by the Administrative Agent (acting at the direction of the Required Lenders). Without limiting the foregoing, the Borrower confirms that the following conditions, among others, have been satisfied: (i) execution and delivery of the Credit Agreement and each of the other Loan Documents required to be delivered on the Closing Date; (ii) delivery of a customary legal opinion of Calderwood & Harkness LLP, counsel to the Borrower and the Guarantors; (iii) delivery of good standing certificates, organizational documents, board resolutions, and incumbency certificates for the Borrower and each Guarantor; (iv) delivery of the Solvency Certificate; (v) delivery of the Payoff Letter with respect to the Existing Term Loan B; and (vi) completion of "know your customer" and anti-money laundering due diligence, including delivery of IRS Form W-9 for the Borrower and each Guarantor.
(d) Solvency. The Borrower and its Restricted Subsidiaries, on a consolidated basis and after giving pro forma effect to the Borrowing, the application of the proceeds thereof (including the payoff of the Existing Term Loan B), and the consummation of the other transactions contemplated by the Credit Agreement and the other Loan Documents, are Solvent, as such term is defined in the Credit Agreement. In support of the foregoing, the Borrower has caused Renata Haines, Chief Financial Officer of the Borrower, to execute and deliver on the date hereof a Solvency Certificate in the form of Exhibit F to the Credit Agreement, certifying that (i) the fair value of the assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis, exceeds their total liabilities (including contingent, subordinated, and unliquidated liabilities); (ii) the present fair saleable value of the assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liabilities of the Borrower and its Restricted Subsidiaries on their debts and other obligations as such debts and obligations become absolute and matured; (iii) the Borrower and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and other obligations as such obligations mature in the ordinary course of business; and (iv) the Borrower and its Restricted Subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct their business.
(e) Material Adverse Change. Since December 31, 2021, which is the date of the most recent audited consolidated financial statements of the Borrower and its Subsidiaries delivered to the Administrative Agent (audited by Clearmont & Wharton LLP, the Borrower's independent registered public accounting firm, and included in the Borrower's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022), there has been no event, circumstance, development, change, or effect that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect (as defined in Section 1.01 of the Credit Agreement). The Borrower's business operations, financial condition, and results of operations have continued in the ordinary course consistent with past practice during the period from December 31, 2021 through the date hereof, and no event or condition has occurred that would constitute a Material Adverse Change.
(f) Use of Proceeds. The proceeds of the Term Loans will be used solely for the purposes expressly permitted under Section 5.08 of the Credit Agreement, which are as follows:
(i) to refinance in full the outstanding Indebtedness under the Existing Term Loan B, consisting of outstanding principal of $621,875,000 (together with accrued and unpaid interest and the prepayment premium), which Existing Term Loan B was incurred pursuant to the Existing Credit Agreement among the Borrower, Greystone Federal Credit Corp., as administrative agent, and the lenders party thereto;
(ii) to pay the fees, costs, premiums, and expenses incurred by the Borrower in connection with the refinancing and the negotiation, execution, delivery, and syndication of the Credit Agreement and the other Loan Documents (including the arrangement fee, the advisory fee, and legal and closing costs described in Section 4 above); and
(iii) with respect to the remaining net proceeds of approximately $60,483,333 (after payment of the foregoing amounts), for Permitted Acquisitions and general corporate purposes of the Borrower and its Restricted Subsidiaries, in each case as and to the extent permitted by the terms of the Credit Agreement.
No portion of the proceeds of the Term Loans will be used, directly or indirectly, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, or for any purpose that would violate any applicable Anti-Corruption Laws or Sanctions (as such terms are defined in the Credit Agreement).
(g) Pro Forma Compliance with Financial Covenant. After giving pro forma effect to the Borrowing and the application of the proceeds thereof (including the refinancing of the Existing Term Loan B and the payment of fees, costs, and expenses), the Borrower is in compliance with the financial covenant set forth in Section 6.12 of the Credit Agreement. Specifically, the Maximum Total Net Leverage Ratio permitted under the Credit Agreement as of the Closing Date is 4.50 to 1.00 (the "Covenant Level"). The Borrower's pro forma Total Net Leverage Ratio as of the Closing Date, calculated in accordance with the definitions and methodology set forth in the Credit Agreement, is 2.52 to 1.00, which is within the Covenant Level. The calculation of the pro forma Total Net Leverage Ratio is set forth below:
The foregoing pro forma calculation is based on the financial information most recently delivered to the Administrative Agent, including the Borrower's unaudited consolidated financial statements for the fiscal quarter ended June 30, 2022, and gives effect to the transactions contemplated by the Credit Agreement as if such transactions had occurred on the first day of the relevant test period.
7. Guarantors
The Borrower hereby confirms that, as of the Borrowing Date, each of the following entities (collectively, the "Guarantors") has executed and delivered a Guaranty Agreement or joinder thereto in favor of the Administrative Agent for the benefit of the Secured Parties, and that each such guaranty is in full force and effect:
Each of the foregoing Guarantors has unconditionally guaranteed the prompt and complete payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents, in accordance with the terms and conditions of the Guaranty Agreement. The Borrower confirms that no Guarantor has been released from its obligations under the Guaranty Agreement and that no event or condition has occurred that would impair, limit, or otherwise affect the enforceability of any such guaranty.
The Borrower further confirms that each Guarantor listed above constitutes a "Significant Subsidiary" (as defined in the Credit Agreement) and that, together, the Guarantors represent not less than 95% of the total assets and 95% of the total revenues of the Borrower and its Restricted Subsidiaries on a consolidated basis (excluding the Borrower).
8. Post-Closing Items Acknowledgment
The Borrower acknowledges and agrees that, as of the date hereof, certain post-closing deliverables remain outstanding and are to be delivered by the Borrower and the Guarantors to the Administrative Agent and the Collateral Agent on or before August 5, 2022 (or such later date as the Administrative Agent may agree in writing), in each case pursuant to and in accordance with the terms and conditions of the Post-Closing Letter Agreement dated as of July 21, 2022 (the "Post-Closing Letter Agreement"), by and among the Borrower, the Guarantors, and the Administrative Agent. The outstanding post-closing deliverables include, without limitation:
(a) Mortgage instruments (or amendments and restatements of existing mortgages, deeds of trust, or deeds to secure debt, as applicable) covering the forty-two (42) hotel properties owned or leased by the Borrower and its Restricted Subsidiaries and located across twelve (12) states, in each case in form and substance reasonably satisfactory to the Collateral Agent and its counsel;
(b) ALTA lender's title insurance policies (or endorsements to existing policies) with respect to each of the forty-two (42) mortgaged hotel properties, issued by a nationally recognized title insurance company acceptable to the Collateral Agent, in amounts and with endorsements satisfactory to the Collateral Agent; and
(c) Such related deliverables as are customary for mortgage financings in the applicable jurisdictions, including ALTA/NSPS surveys (or survey affidavits), flood zone determinations and, where applicable, flood insurance policies, environmental reports, and local counsel legal opinions.
This Borrowing Request is being delivered, and the Borrowing requested hereby is being made, notwithstanding that certain of the post-closing items described above remain outstanding as of the date hereof. The Administrative Agent and the Required Lenders have consented to the deferral of such post-closing deliverables to the date specified in the Post-Closing Letter Agreement, as expressly permitted under Section 4.01(k) of the Credit Agreement. The failure to deliver any such post-closing item on or before the date specified in the Post-Closing Letter Agreement shall, unless waived in writing by the Administrative Agent (acting at the direction of the Required Lenders), constitute an Event of Default under the Credit Agreement.
9. Execution; Authorized Officer
This Borrowing Request has been duly authorized, executed, and delivered by the undersigned, who is an authorized officer of the Borrower duly empowered to execute and deliver this Borrowing Request on behalf of the Borrower pursuant to the resolutions of the Board of Directors of the Borrower adopted on June 28, 2022, copies of which have been delivered to the Administrative Agent as part of the closing deliverables under the Credit Agreement.
The Borrower hereby confirms that this Borrowing Request is irrevocable and that the Borrower shall be bound to accept and borrow the Term Loans in accordance with the terms hereof and the Credit Agreement, subject only to the satisfaction or waiver of the conditions set forth in Article IV of the Credit Agreement.
[Signature Page Follows]
SIGNATURE PAGE TO BORROWING REQUEST
IN WITNESS WHEREOF, the undersigned has executed this Borrowing Request as of the date first written above.
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: Glenn Fischbach
Title: Treasurer
Date: July 21, 2022
Contact Information for Authorized Officer:
Glenn Fischbach, Treasurer Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, FL 33433 Telephone: (561) 414-8700
Email: gfischbach@verimarkhg.com
10. Notice Information
In accordance with Section 9.01 of the Credit Agreement, all notices, requests, demands, consents, and other communications relating to this Borrowing Request or the matters contemplated hereby shall be delivered as follows:
If to the Borrower:
Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, FL 33433
Attention: Glenn Fischbach, Treasurer
Telephone: (561) 414-8700
Email: gfischbach@verimarkhg.com
with a copy (which shall not constitute notice) to:
Priya Narayanan, General Counsel & Corporate Secretary Telephone: (561) 414-8722
Email: pnarayanan@verimarkhg.com
With a copy to Borrower's Counsel:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Attention: Ian Blackwood, Partner
Telephone: (212) 558-4000
Email: iblackwood@calderwoodharkness.com
and
Sophie Tremblay, Associate Telephone: (212) 558-4127
Email: stremblay@calderwoodharkness.com
Engagement Number: 1016-00009
If to the Administrative Agent:
Crescent Harbor Bank, National Association 600 Lexington Avenue, 34th Floor New York, NY 10022
Attention: Theodore Marchetti, Managing Director, Leveraged Finance
Telephone: (212) 909-3400
Email: tmarchetti@crescentharbor.com
and
Anika Holm, Director, Loan Syndications Telephone: (212) 909-3455
Email: aholm@crescentharbor.com
Exhibits and Attachments
The following documents are attached hereto or have been delivered to the Administrative Agent under separate cover on or prior to the date hereof, and are incorporated herein by reference:
1.  Exhibit A — Funds Flow Memorandum. Funds Flow Memorandum dated July 20, 2022, prepared by Calderwood & Harkness LLP on behalf of the Borrower, setting forth detailed disbursement instructions, wire instructions for each payee, and the allocation of proceeds of the Term Loans among the various recipients identified in Section 4 of this Borrowing Request. The Funds Flow Memorandum has been reviewed and approved by the Borrower, the Administrative Agent, and their respective counsel.
2.  Exhibit B — Wire Instructions. Detailed wire transfer instructions for each payee identified in the Funds Flow Memorandum, including (a) Greystone Federal Credit Corp. (payoff of Existing Term Loan B), (b) Crescent Harbor Bank, N.A. (arrangement fee), (c) Meridian Strauss Advisory LLC (advisory fee), (d) Calderwood & Harkness LLP and other professional service providers (legal and closing costs), and (e) Verimark Hospitality Group Inc. (remaining net proceeds to Borrower's operating account), in each case as set forth in the Funds Flow Memorandum.
This Borrowing Request, together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement of the parties with respect to the subject matter hereof. This Borrowing Request shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction).
Component | Rate
1-Month Term SOFR (as of July 21, 2022) | 2.29%
Credit Spread Adjustment (1-month) | 0.10%
Applicable Margin | 3.75%
All-In Rate | 6.14%
Component | Amount
Outstanding Principal | $621,875,000
Accrued and Unpaid Interest (through July 21, 2022) | $2,916,667 (approximately)
Prepayment Premium (0.50% of outstanding principal) | $3,125,000
Total Payoff Amount | $627,916,667 (approximately)
Disbursement | Amount
Gross Borrowing Amount | $700,000,000
Less: Original Issue discount (1.00%) | ($7,000,000)
Net Funding Amount | $693,000,000
Less: Payoff of Existing Term Loan B (Greystone) | ($627,916,667)
Less: Arrangement Fee (Crescent Harbor) | ($3,500,000)
Less: Advisory Fee (Meridian Strauss) | ($1,400,000)
Less: Estimated Legal and Closing Costs | ($3,200,000)
Remaining Net Proceeds to Borrower | $56,983,333
Field | Detail
Bank Name: | Greaves Bancorp
ABA Routing Number: | 021000021
Account Number: | 783-029164
Account Name: | Verimark Hospitality Group Inc. — Operating Account
Reference: | CHB-LF-2022-07814 / TLB Initial Drawdown
SWIFT Code (if applicable): | CHASUS33
Component | Amount / Ratio
Total Funded Debt (pro forma, after giving effect to the Borrowing and the payoff of the Existing Term Loan B) | $920,000,000
Less: Unrestricted Cash and Cash Equivalents | ($62,000,000)
Total Net Debt | $858,000,000
LTM Adjusted EBITDA (for the four fiscal quarters ending June 30, 2022) | $341,000,000
Pro Forma Total Net Leverage Ratio | 2.52x
Maximum Permitted Total Net Leverage Ratio (Covenant Level) | 4.50x
Headroom | 1.98x
Guarantor | Jurisdiction of Organization | Entity Type
Verimark Resort Properties LLC | Delaware | Limited Liability Company
VHG Management Services Inc. | Delaware | Corporation
Verimark Convention Holdings LLC | Delaware | Limited Liability Company
Palmetto Beachfront Hotels LLC | Florida | Limited Liability Company
Cascadia Hospitality Corp. | Delaware | Corporation

CONFIDENTIAL

CUSIP: 92347LAB8

SIGNATURE PAGE TO BORROWING REQUEST

VERIMARK HOSPITALITY GROUP INC.

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