1021-00001 · Verimark Hospitality Group · Transaction Documents

form-of-assignment-and-assumption.docx DOCUMENT Finance & Banking

69 / 75 ← → ✕

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit E to the Credit Agreement

This Form of Assignment and Assumption Agreement (this "Agreement") is attached as Exhibit E to that certain Credit Agreement, dated as of July 21, 2022 (as amended, restated, amended and restated, supplemented, refinanced, or otherwise modified from time to time, the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Crescent Harbor Bank, N.A., in its capacities as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and as collateral agent for the Secured Parties (in such capacity, the "Collateral Agent").

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply to this Agreement, mutatis mutandis.

This Agreement incorporates by reference the LSTA standard terms and conditions for par/near-par term loan assignments, as referenced in Section 10.04(b) of the Credit Agreement, to the extent not inconsistent with the terms hereof or of the Credit Agreement.

ASSIGNMENT AND ASSUMPTION AGREEMENT

Dated as of ____, 20__

RECITALS

Reference is made to that certain Credit Agreement, dated as of July 21, 2022 (as amended, restated, amended and restated, supplemented, refinanced, or otherwise modified from time to time, the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors from time to time party thereto, Crescent Harbor Bank, N.A., in its capacity as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto, providing for, among other things, a $700,000,000 Senior Secured Term Loan B facility (the "Term Loan B Facility").

The parties to this Agreement are:

(i) __________ (the "Assignor");

(ii) __________ (the "Assignee");

(iii) Crescent Harbor Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, with notice address at 600 Lexington Avenue, 34th Floor, New York, NY 10022 (the "Administrative Agent"); and

(iv) Verimark Hospitality Group Inc., in its capacity as Borrower under the Credit Agreement (for consent and notice purposes where required under the Credit Agreement), with notice address at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 (the "Borrower").

WHEREAS:

A. The Assignor is a Lender under the Credit Agreement and, as of the date hereof, holds commitments and/or outstanding Term Loans under the Term Loan B Facility in the aggregate principal amount set forth on Schedule 1 attached hereto and made a part hereof;

B. The Assignor wishes to assign to the Assignee, and the Assignee wishes to assume from the Assignor, a portion (or all, as the case may be) of the Assignor's rights and obligations under the Credit Agreement and the other Loan Documents in respect of the Term Loan B Facility, in each case subject to and in accordance with the terms and conditions set forth herein and in the Credit Agreement; and

C. Section 10.04 of the Credit Agreement governs assignments and assumptions by Lenders, including minimum assignment thresholds, consent requirements, and other conditions precedent to the effectiveness of assignments.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINED TERMS

1.1 Definitions. As used in this Agreement, the following terms shall have the following meanings:

"Assigned Interest" has the meaning assigned to such term in Section 2.1 hereof.

"Effective Date" has the meaning assigned to such term in Section 5.1 hereof.

1.2 Credit Agreement Definitions. Unless the context otherwise requires, all capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings assigned to them in the Credit Agreement, and the interpretive provisions set forth in Section 1.02 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

SECTION 2. ASSIGNMENT AND ASSUMPTION

2.1 Assignment. Subject to and in accordance with the terms and conditions of this Agreement and the Credit Agreement, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, without recourse to the Assignor (except as expressly provided herein), as of the Effective Date, the interest in and to all of the Assignor's rights and obligations under the Credit Agreement and the other Loan Documents in respect of the Term Loan B Facility as set forth on Schedule 1 hereto (collectively, the "Assigned Interest"), including, without limitation, the Assignor's rights and obligations in respect of the outstanding principal amount of the Term Loans, all accrued and unpaid interest thereon (to the extent allocated to the Assignee pursuant to Section 6.2 hereof), and all related rights under the Loan Documents with respect to the Assigned Interest.

2.2 Assumption of Obligations. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent of the Assigned Interest, shall have all the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, including, without limitation, the Guarantee Agreement dated as of July 21, 2022, the Pledge and Security Agreement dated as of July 21, 2022, and the Amended and Restated Intercreditor Agreement dated as of July 21, 2022, in each case as amended, restated, supplemented, or otherwise modified from time to time, and (b) the Assignor shall, to the extent of the Assigned Interest so assigned, be released from its obligations under the Credit Agreement and the other Loan Documents (and, in the case of an assignment covering all of the Assignor's rights and obligations under the Credit Agreement and the other Loan Documents, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16, 10.03, and 10.04(c) of the Credit Agreement with respect to facts and circumstances occurring prior to the Effective Date). The Assignee agrees that, upon and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents and shall perform all obligations of a Lender thereunder in respect of the Assigned Interest, including, without limitation, the obligation to fund its pro rata share of any Term Loans to the extent required under the Credit Agreement.

2.3 Partial Assignment. If this assignment represents less than all of the Assignor's rights and obligations under the Credit Agreement and the other Loan Documents, then (a) the Assignor shall retain its remaining interest as a Lender under the Credit Agreement and the other Loan Documents in respect of the Term Loan B Facility in the amount set forth on Schedule 1 hereto, and (b) the Assignor shall continue to have all rights and obligations of a Lender under the Credit Agreement and the other Loan Documents with respect to such retained interest. For the avoidance of doubt, nothing herein shall release the Assignor from any obligation or liability arising under the Credit Agreement or any other Loan Document to the extent relating to the period prior to the Effective Date, except to the extent expressly assumed by the Assignee hereunder.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR

The Assignor represents and warrants to each of the other parties hereto as follows:

3.1 Ownership. The Assignor is the legal and beneficial owner of the Assigned Interest. The Assigned Interest is free and clear of any and all liens, encumbrances, security interests, adverse claims, charges, options, warrants, participation interests, or other encumbrances of any kind, other than those created by the Credit Agreement or any other Loan Document.

3.2 Power and Authority. The Assignor has full corporate or other organizational power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Assignor have been duly authorized by all necessary corporate or other organizational action on the part of the Assignor, and this Agreement constitutes the legal, valid, and binding obligation of the Assignor, enforceable against the Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

3.3 No Representations Regarding Loan Documents. Except as expressly set forth in Sections 3.1 and 3.2 hereof, the Assignor makes no representation or warranty and assumes no responsibility with respect to:

(a) any statements, warranties, or representations made in or in connection with the Credit Agreement, any other Loan Document, or any other instrument or document furnished pursuant thereto;

(b) the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement, any other Loan Document, or any collateral thereunder or any instrument or document furnished pursuant thereto; or

(c) the financial condition of the Borrower, any Guarantor, any Subsidiary, or any other obligor under any Loan Document, or the performance or observance by the Borrower, any Guarantor, any Subsidiary, or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto.

3.4 Value and Creditworthiness Disclaimer. The Assignor makes no representation or warranty, express or implied, regarding the value of the Assigned Interest or the creditworthiness, solvency, financial condition, or prospects of the Borrower, any Guarantor, or any other obligor under the Loan Documents, and the Assignee acknowledges and agrees that any such assessment is the sole responsibility of the Assignee.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNEE

The Assignee represents and warrants to each of the other parties hereto as follows:

4.1 Power and Authority. The Assignee has full corporate or other organizational power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Assignee have been duly authorized by all necessary corporate or other organizational action on the part of the Assignee, and this Agreement constitutes the legal, valid, and binding obligation of the Assignee, enforceable against the Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

4.2 Receipt of Information. The Assignee confirms that it has received a copy of the Credit Agreement (including all exhibits, schedules, annexes, and amendments thereto), together with copies of the most recent financial statements delivered pursuant to Section 5.01 of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to acquire the Assigned Interest on the basis hereof independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender or any of their respective Related Parties.

4.3 Independent Investigation; Non-Reliance. The Assignee acknowledges and agrees that (a) it has, independently and without reliance upon the Administrative Agent, the Assignor, any other Lender, or any of their respective Related Parties, and based upon such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition, and creditworthiness of the Borrower, the Guarantors, and their respective Subsidiaries, and made its own credit analysis and decision to acquire the Assigned Interest, and (b) it will, independently and without reliance upon the Administrative Agent, the Assignor, any other Lender, or any of their respective Related Parties, and based upon such documents and information as it shall from time to time deem appropriate, continue to make its own independent credit analysis, appraisals, and decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Document, or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition, and creditworthiness of the Borrower, the Guarantors, and their respective Subsidiaries. The Assignee further acknowledges and agrees that neither the Administrative Agent, the Assignor, any other Lender, nor any of their respective Related Parties has made any representation or warranty, express or implied, with respect to (i) the Borrower, any Guarantor, any Subsidiary, or their respective businesses, assets, operations, properties, financial condition, or prospects, (ii) the accuracy or completeness of any information or documentation provided in connection with the transactions contemplated hereby, or (iii) the perfection, priority, value, or sufficiency of any collateral securing the obligations under the Loan Documents.

4.4 Eligible Assignee. The Assignee represents and warrants that it is an "Eligible Assignee" as defined in the Credit Agreement — that is, it is not (a) a natural person (or a holding company, investment vehicle, or trust for, or owned and operated for the primary benefit of, a natural person), (b) the Borrower or any of the Borrower's affiliates (as determined in accordance with the Credit Agreement), (c) a Defaulting Lender, or (d) any other person that does not meet the eligibility requirements set forth in the Credit Agreement. The Assignee further represents that it has the financial capability, sophistication, and experience necessary to evaluate and assume the risks inherent in holding the Assigned Interest.

4.5 Tax Forms. The Assignee represents and warrants that it has delivered, or will deliver on or prior to the Effective Date, to each of the Administrative Agent and the Borrower, all tax forms, certifications, and other documentation required under Section 2.16 of the Credit Agreement, including, as applicable, duly completed and executed copies of Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals)), Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)), Form W-8ECI (Certificate of Foreign Person's Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States), or Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting), together with all required supporting documentation, as applicable to the Assignee's circumstances.

4.6 Foreign Assignee Withholding Tax Compliance. If the Assignee is organized under the laws of a jurisdiction outside the United States, the Assignee represents and warrants that it has (a) identified on Schedule 1 hereto the applicable withholding tax rate that applies with respect to payments to be made to it under the Credit Agreement, (b) complied with all applicable requirements of Section 2.16 of the Credit Agreement to establish any available exemption from, or reduction of, United States federal withholding tax, and (c) agreed to comply with all applicable obligations under the Credit Agreement and applicable law to maintain such exemption or reduction in effect for so long as the Assignee remains a Lender under the Credit Agreement. The Assignee acknowledges that, to the extent it fails to deliver the forms, certifications, and documentation required under the Credit Agreement, the Administrative Agent and the Borrower shall be entitled to withhold taxes from payments to the Assignee at the maximum applicable statutory rate.

SECTION 5. TERMS OF THE ASSIGNMENT

5.1 Effective Date. The effective date of this Assignment and Assumption (the "Effective Date") shall be the later of:

(a) the date specified in Schedule 1 hereto; and

(b) the date on which the Administrative Agent has received all of the following:

(i) a fully executed counterpart of this Agreement (which may be delivered by electronic transmission in portable document format (.pdf) or by such other electronic means as the Administrative Agent may approve);

(ii) the processing and recordation fee of $3,500 (or such other amount as may be specified in the Credit Agreement) payable to the Administrative Agent;

(iii) all consents required pursuant to Section 5.2 hereof and Section 10.04 of the Credit Agreement; and

(iv) a completed Administrative Questionnaire from the Assignee (unless the Assignee is already a Lender under the Credit Agreement).

The Administrative Agent shall promptly notify the parties hereto of the Effective Date upon determination thereof.

5.2 Consents. The following consents are required in connection with this assignment, as applicable:

(a) Consent of the Administrative Agent. The consent of Crescent Harbor Bank, N.A., as Administrative Agent, is required for any assignment to a person that is not, as of the date hereof, a Lender, an affiliate of a Lender, or an Approved Fund (as defined in the Credit Agreement). Such consent shall not be unreasonably withheld, conditioned, or delayed by the Administrative Agent.

(b) Consent of the Borrower. The consent of Verimark Hospitality Group Inc., as Borrower, is required for any assignment unless (i) an Event of Default under Section 7.01(a), (b), (h), or (i) of the Credit Agreement has occurred and is continuing at the time such consent is requested, or (ii) such assignment is to a person that is a Lender, an affiliate of a Lender, or an Approved Fund. The Borrower's consent shall not be unreasonably withheld, conditioned, or delayed. The Borrower shall be deemed to have consented to any assignment if it has not responded in writing to a written request for consent within ten (10) Business Days after receipt of such request (together with a copy of this Agreement).

5.3 Minimum Assignment Amount. Each assignment made pursuant to this Agreement shall be in an aggregate principal amount of not less than $1,000,000 (or, if less, the entire remaining aggregate principal amount of the Assignor's outstanding Term Loans under the Term Loan B Facility), unless the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower each otherwise consent in writing. Simultaneous assignments to members of the same Approved Fund shall be treated as a single assignment for purposes of determining whether the minimum assignment amount has been satisfied.

5.4 Processing and Recordation Fee. A non-refundable processing and recordation fee of $3,500 shall be payable to the Administrative Agent in connection with this assignment by the Assignor and/or the Assignee, as agreed between them and as specified in Schedule 1 hereto. Such fee shall be paid in immediately available funds in United States dollars on or prior to the Effective Date.

5.5 Register. Upon receipt of a duly completed and effective Assignment and Assumption, together with the processing and recordation fee, all required consents, and any required Administrative Questionnaire and tax forms, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register maintained by the Administrative Agent pursuant to Section 10.04(b)(iv) of the Credit Agreement. Upon such recording, the assignment shall become effective for all purposes of the Credit Agreement and the other Loan Documents, and the Assignee shall thereupon become a "Lender" under the Credit Agreement and the other Loan Documents with respect to the Assigned Interest.

SECTION 6. PAYMENT AND SETTLEMENT

6.1 Purchase Price. On the Effective Date (or such other date as may be agreed between the Assignor and the Assignee in accordance with applicable LSTA settlement conventions), the Assignee shall pay to the Assignor the purchase price for the Assigned Interest as separately agreed between the Assignor and the Assignee in a separate trade confirmation or other written agreement (and not specified herein). Settlement of the purchase price shall be made in immediately available funds in United States dollars. The parties acknowledge that settlement mechanics shall be governed by LSTA standard terms and conditions for par/near-par term loan trades, as referenced in the Credit Agreement and incorporated by reference herein, to the extent not inconsistent with this Agreement or the Credit Agreement.

6.2 Interest and Fees Allocation. All interest, fees, and other amounts accrued under the Credit Agreement with respect to the Assigned Interest to but excluding the Effective Date shall be for the account of the Assignor. From and including the Effective Date, all interest, fees, and other amounts accruing under the Credit Agreement with respect to the Assigned Interest shall be for the account of the Assignee. To the extent any payments of interest, fees, or other amounts are received by the Assignor after the Effective Date with respect to the Assigned Interest for the period from and after the Effective Date, the Assignor shall promptly remit such amounts to the Assignee. To the extent any payments of interest, fees, or other amounts are received by the Assignee with respect to the Assigned Interest for the period prior to the Effective Date, the Assignee shall promptly remit such amounts to the Assignor. The Administrative Agent shall have no obligation to determine the allocation of interest, fees, or other amounts as between the Assignor and the Assignee except as expressly set forth in the Credit Agreement.

6.3 Settlement Date Procedures. Settlement of the purchase price and the transfer of the Assigned Interest shall occur in accordance with customary LSTA settlement conventions applicable to par/near-par term loan assignments, which as of the date hereof provide for settlement on a T+7 Business Day basis (or such other period as the Assignor and the Assignee may agree). Each of the Assignor and the Assignee shall cooperate in good faith to consummate settlement on the Effective Date and shall comply with all applicable settlement procedures set forth in the LSTA standard terms incorporated by reference herein.

SECTION 7. ADMINISTRATIVE AGENT PROVISIONS

7.1 Delivery to Administrative Agent. A duly completed and executed copy of this Agreement, together with the processing and recordation fee, all required consents, and (if applicable) a completed Administrative Questionnaire and the required tax forms, shall be delivered to the Administrative Agent at the following address:

Crescent Harbor Bank, N.A.

Attention: Loan Syndications — Anika Holm, Director

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

Email: aholm@crescentharbor.com

Facsimile: (212) 555-0187

or to such other address or person as the Administrative Agent may from time to time designate by written notice to the Lenders and the Borrower.

7.2 Register Entry; Notification. Upon acceptance and recording of this Agreement in the Register in accordance with Section 5.5 hereof, the Administrative Agent shall provide written notice to the Assignor, the Assignee, and the Borrower confirming the Effective Date and the principal amount of the Assigned Interest recorded in the Register. Absent manifest error, the entries in the Register shall be conclusive and binding for all purposes, and the Borrower, the Administrative Agent, the Assignor, the Assignee, and the other Lenders shall treat each person whose name is recorded in the Register as a Lender for all purposes of the Credit Agreement.

7.3 Notices. From and after the Effective Date, all notices, requests, demands, directions, and other communications under the Credit Agreement and the other Loan Documents in respect of the Assigned Interest shall be given to the Assignee at the address, facsimile number, and email address set forth in Schedule 1 hereto (or at such other address as the Assignee may from time to time designate to the Administrative Agent in accordance with Section 10.01 of the Credit Agreement).

SECTION 8. LSTA STANDARD TERMS INCORPORATION

8.1 Incorporation by Reference. To the extent not inconsistent with the express terms and conditions of this Agreement or the Credit Agreement, the parties hereto agree that the LSTA standard terms and conditions for par/near-par term loan assignments, as published by the Loan Syndications and Trading Association and in effect on the date hereof (the "LSTA Standard Terms"), are hereby incorporated by reference into this Agreement as if fully set forth herein. Each party hereto represents that it is familiar with the LSTA Standard Terms and agrees to be bound thereby.

8.2 Conflict of Terms. In the event of any inconsistency or conflict between (a) the LSTA Standard Terms and (b) this Agreement or the Credit Agreement, the terms and conditions of the Credit Agreement shall govern and control in all respects. To the extent this Agreement conflicts with the Credit Agreement, the Credit Agreement shall govern and control. In the event of any inconsistency between the LSTA Standard Terms and this Agreement (but not the Credit Agreement), the terms of this Agreement shall govern and control.

SECTION 9. MISCELLANEOUS

9.1 Governing Law. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSIES, DISPUTES, OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

9.2 Jurisdiction; Service of Process. Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this Agreement, and each party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement against any other party in the courts of any jurisdiction. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section 9.2, and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

9.3 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, OR COUNTERCLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.3.

9.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, portable document format (.pdf), or other electronic imaging means (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301–309), the federal ESIGN Act of 2000 (15 U.S.C. §§ 7001–7006), or other applicable law) shall be effective as delivery of a manually executed counterpart of this Agreement.

9.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Assignee may not assign its rights or obligations under this Agreement without the prior written consent of the other parties hereto, except in accordance with Section 10.04 of the Credit Agreement.

9.6 Entire Agreement. This Agreement (including Schedule 1 and the Annexes hereto), together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, among the parties hereto with respect to the subject matter hereof.

9.7 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable in any jurisdiction, such illegality, invalidity, or unenforceability shall not affect any other provision of this Agreement or the validity, legality, or enforceability of such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace the illegal, invalid, or unenforceable provision with a valid provision that has an economic effect as close as possible to that of the illegal, invalid, or unenforceable provision.

9.8 Amendments. This Agreement may not be amended, modified, supplemented, waived, or otherwise changed except by an instrument in writing signed by each of the parties hereto. No failure or delay by any party hereto 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.

SECTION 10. SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed and delivered by their duly authorized officers as of the date first written above.

ASSIGNOR:

________________________________________

By: ________

Name: ________

Title: ________

Date: ________

ASSIGNEE:

________________________________________

By: ________

Name: ________

Title: ________

Date: ________

CONSENTED TO AND ACCEPTED:

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

By: ________

Name: ________

Title: ________

Date: ________

VERIMARK HOSPITALITY GROUP INC., as Borrower (to the extent consent is required under Section 10.04 of the Credit Agreement)

By: ________

Name: ________

Title: ________

Date: ________

SCHEDULE 1

TERMS OF THE ASSIGNMENT

ANNEX A

ADMINISTRATIVE QUESTIONNAIRE

The Assignee shall deliver a completed Administrative Questionnaire in the form supplied by the Administrative Agent (Crescent Harbor Bank, N.A.) to the Administrative Agent on or prior to the Effective Date, unless the Assignee is already a Lender under the Credit Agreement as of the date of this Agreement. The Administrative Questionnaire shall include, among other things, the following information:

(a) full legal name of the Assignee and any relevant affiliates;

(b) tax identification number;

(d) wire transfer instructions for payments under the Credit Agreement;

(e) address for notices under the Loan Documents;

(f) the identity of any Approved Fund or managed account relationship, if applicable; and

(g) such other information as the Administrative Agent may reasonably request in order to update the Register and facilitate the administration of the Credit Agreement.

The form of Administrative Questionnaire may be obtained by contacting the Administrative Agent at:

Crescent Harbor Bank, N.A.

Attention: Loan Syndications — Anika Holm, Director

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

Email: aholm@crescentharbor.com

Failure by the Assignee to deliver a completed Administrative Questionnaire on or prior to the Effective Date may delay the effectiveness of the assignment.

ANNEX B

TAX COMPLIANCE FORMS

In accordance with Section 2.16 of the Credit Agreement and Section 4.5 of this Agreement, the Assignee shall deliver to each of the Administrative Agent and the Borrower, on or prior to the Effective Date, all applicable Internal Revenue Service tax forms and related documentation required under the Credit Agreement, including, as applicable, the following:

(a) United States Persons. If the Assignee is a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"), a duly completed and executed copy of Internal Revenue Service Form W-9 (or any successor form).

(b) Foreign Persons — Treaty Benefits. If the Assignee is not a "United States person" and is eligible for benefits under an income tax treaty to which the United States is a party, duly completed and executed copies of Internal Revenue Service Form W-8BEN or Form W-8BEN-E (or any successor form), as applicable, claiming exemption from, or a reduced rate of, United States federal withholding tax.

(c) Foreign Persons — Effectively Connected Income. If the Assignee is not a "United States person" and the payments to be received by it under the Credit Agreement are effectively connected with its conduct of a trade or business in the United States, a duly completed and executed copy of Internal Revenue Service Form W-8ECI (or any successor form).

(d) Foreign Intermediaries. If the Assignee is not a "United States person" and is acting as an intermediary, a duly completed and executed copy of Internal Revenue Service Form W-8IMY (or any successor form), together with all required underlying documentation and attachments.

(e) Other Forms. Such other tax forms, certifications, or documentation as may be required under Section 2.16 of the Credit Agreement or applicable law to (i) establish an exemption from, or reduction of, United States federal withholding tax, (ii) enable the Administrative Agent and the Borrower to determine whether the Assignee is subject to backup withholding, or (iii) otherwise comply with applicable tax reporting and withholding obligations.

The Assignee agrees to update and re-deliver such tax forms, certifications, and documentation from time to time as required by the Credit Agreement or applicable law, including upon the obsolescence, expiration, or invalidity of any form previously delivered. The Assignee further agrees that, to the extent it fails to deliver any required tax form, the Administrative Agent and the Borrower shall be entitled to withhold from payments to the Assignee at the maximum applicable statutory rate, without any obligation to gross-up or indemnify the Assignee for any such withholding, except to the extent otherwise provided in the Credit Agreement.

CONFIDENTIAL — This document is intended solely for the use of the parties to the Credit Agreement and their authorized representatives. Any unauthorized use, reproduction, or distribution is strictly prohibited.

Field	Detail
Assignor	__________
Assignee	__________
Credit Agreement	Credit Agreement, dated as of July 21, 2022, among Verimark Hospitality Group Inc. (as Borrower), the Guarantors party thereto, Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent), and the Lenders from time to time party thereto
Facility	$700,000,000 Senior Secured Term Loan B (CUSIP: 92347LAB8)
Assigned Interest	__________
Aggregate Principal Amount of Term Loans Assigned	$__________
Percentage of Total Term Loan B Facility Assigned	__%
Principal Amount of Term Loans Retained by Assignor (after giving effect to assignment)	$__________
Trade Date	__________
Effective Date	__________
Processing and Recordation Fee	$3,500 — payable by [Assignor / Assignee / shared equally]
Assignee Notice Address	__________

Attention: __________

Telephone: __________

Facsimile: __________

Email: __________

Assignee Tax Forms Delivered

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit E to the Credit Agreement
_
This Form of Assignment and Assumption Agreement (this "Agreement") is attached as Exhibit E to that certain Credit Agreement, dated as of July 21, 2022 (as amended, restated, amended and restated, supplemented, refinanced, or otherwise modified from time to time, the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Crescent Harbor Bank, N.A., in its capacities as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and as collateral agent for the Secured Parties (in such capacity, the "Collateral Agent").
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply to this Agreement, mutatis mutandis.
This Agreement incorporates by reference the LSTA standard terms and conditions for par/near-par term loan assignments, as referenced in Section 10.04(b) of the Credit Agreement, to the extent not inconsistent with the terms hereof or of the Credit Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENT
Dated as of ____, 20__
RECITALS
Reference is made to that certain Credit Agreement, dated as of July 21, 2022 (as amended, restated, amended and restated, supplemented, refinanced, or otherwise modified from time to time, the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors from time to time party thereto, Crescent Harbor Bank, N.A., in its capacity as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto, providing for, among other things, a $700,000,000 Senior Secured Term Loan B facility (the "Term Loan B Facility").
The parties to this Agreement are:
(i) __________ (the "Assignor");
(ii) __________ (the "Assignee");
(iii) Crescent Harbor Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, with notice address at 600 Lexington Avenue, 34th Floor, New York, NY 10022 (the "Administrative Agent"); and
(iv) Verimark Hospitality Group Inc., in its capacity as Borrower under the Credit Agreement (for consent and notice purposes where required under the Credit Agreement), with notice address at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 (the "Borrower").
WHEREAS:
A. The Assignor is a Lender under the Credit Agreement and, as of the date hereof, holds commitments and/or outstanding Term Loans under the Term Loan B Facility in the aggregate principal amount set forth on Schedule 1 attached hereto and made a part hereof;
B. The Assignor wishes to assign to the Assignee, and the Assignee wishes to assume from the Assignor, a portion (or all, as the case may be) of the Assignor's rights and obligations under the Credit Agreement and the other Loan Documents in respect of the Term Loan B Facility, in each case subject to and in accordance with the terms and conditions set forth herein and in the Credit Agreement; and
C. Section 10.04 of the Credit Agreement governs assignments and assumptions by Lenders, including minimum assignment thresholds, consent requirements, and other conditions precedent to the effectiveness of assignments.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS
1.1 Definitions. As used in this Agreement, the following terms shall have the following meanings:
"Assigned Interest" has the meaning assigned to such term in Section 2.1 hereof.
"Effective Date" has the meaning assigned to such term in Section 5.1 hereof.
1.2 Credit Agreement Definitions. Unless the context otherwise requires, all capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings assigned to them in the Credit Agreement, and the interpretive provisions set forth in Section 1.02 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
SECTION 2. ASSIGNMENT AND ASSUMPTION
2.1 Assignment. Subject to and in accordance with the terms and conditions of this Agreement and the Credit Agreement, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, without recourse to the Assignor (except as expressly provided herein), as of the Effective Date, the interest in and to all of the Assignor's rights and obligations under the Credit Agreement and the other Loan Documents in respect of the Term Loan B Facility as set forth on Schedule 1 hereto (collectively, the "Assigned Interest"), including, without limitation, the Assignor's rights and obligations in respect of the outstanding principal amount of the Term Loans, all accrued and unpaid interest thereon (to the extent allocated to the Assignee pursuant to Section 6.2 hereof), and all related rights under the Loan Documents with respect to the Assigned Interest.
2.2 Assumption of Obligations. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent of the Assigned Interest, shall have all the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, including, without limitation, the Guarantee Agreement dated as of July 21, 2022, the Pledge and Security Agreement dated as of July 21, 2022, and the Amended and Restated Intercreditor Agreement dated as of July 21, 2022, in each case as amended, restated, supplemented, or otherwise modified from time to time, and (b) the Assignor shall, to the extent of the Assigned Interest so assigned, be released from its obligations under the Credit Agreement and the other Loan Documents (and, in the case of an assignment covering all of the Assignor's rights and obligations under the Credit Agreement and the other Loan Documents, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16, 10.03, and 10.04(c) of the Credit Agreement with respect to facts and circumstances occurring prior to the Effective Date). The Assignee agrees that, upon and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents and shall perform all obligations of a Lender thereunder in respect of the Assigned Interest, including, without limitation, the obligation to fund its pro rata share of any Term Loans to the extent required under the Credit Agreement.
2.3 Partial Assignment. If this assignment represents less than all of the Assignor's rights and obligations under the Credit Agreement and the other Loan Documents, then (a) the Assignor shall retain its remaining interest as a Lender under the Credit Agreement and the other Loan Documents in respect of the Term Loan B Facility in the amount set forth on Schedule 1 hereto, and (b) the Assignor shall continue to have all rights and obligations of a Lender under the Credit Agreement and the other Loan Documents with respect to such retained interest. For the avoidance of doubt, nothing herein shall release the Assignor from any obligation or liability arising under the Credit Agreement or any other Loan Document to the extent relating to the period prior to the Effective Date, except to the extent expressly assumed by the Assignee hereunder.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR
The Assignor represents and warrants to each of the other parties hereto as follows:
3.1 Ownership. The Assignor is the legal and beneficial owner of the Assigned Interest. The Assigned Interest is free and clear of any and all liens, encumbrances, security interests, adverse claims, charges, options, warrants, participation interests, or other encumbrances of any kind, other than those created by the Credit Agreement or any other Loan Document.
3.2 Power and Authority. The Assignor has full corporate or other organizational power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Assignor have been duly authorized by all necessary corporate or other organizational action on the part of the Assignor, and this Agreement constitutes the legal, valid, and binding obligation of the Assignor, enforceable against the Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
3.3 No Representations Regarding Loan Documents. Except as expressly set forth in Sections 3.1 and 3.2 hereof, the Assignor makes no representation or warranty and assumes no responsibility with respect to:
(a) any statements, warranties, or representations made in or in connection with the Credit Agreement, any other Loan Document, or any other instrument or document furnished pursuant thereto;
(b) the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement, any other Loan Document, or any collateral thereunder or any instrument or document furnished pursuant thereto; or
(c) the financial condition of the Borrower, any Guarantor, any Subsidiary, or any other obligor under any Loan Document, or the performance or observance by the Borrower, any Guarantor, any Subsidiary, or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto.
3.4 Value and Creditworthiness Disclaimer. The Assignor makes no representation or warranty, express or implied, regarding the value of the Assigned Interest or the creditworthiness, solvency, financial condition, or prospects of the Borrower, any Guarantor, or any other obligor under the Loan Documents, and the Assignee acknowledges and agrees that any such assessment is the sole responsibility of the Assignee.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNEE
The Assignee represents and warrants to each of the other parties hereto as follows:
4.1 Power and Authority. The Assignee has full corporate or other organizational power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Assignee have been duly authorized by all necessary corporate or other organizational action on the part of the Assignee, and this Agreement constitutes the legal, valid, and binding obligation of the Assignee, enforceable against the Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
4.2 Receipt of Information. The Assignee confirms that it has received a copy of the Credit Agreement (including all exhibits, schedules, annexes, and amendments thereto), together with copies of the most recent financial statements delivered pursuant to Section 5.01 of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to acquire the Assigned Interest on the basis hereof independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender or any of their respective Related Parties.
4.3 Independent Investigation; Non-Reliance. The Assignee acknowledges and agrees that (a) it has, independently and without reliance upon the Administrative Agent, the Assignor, any other Lender, or any of their respective Related Parties, and based upon such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition, and creditworthiness of the Borrower, the Guarantors, and their respective Subsidiaries, and made its own credit analysis and decision to acquire the Assigned Interest, and (b) it will, independently and without reliance upon the Administrative Agent, the Assignor, any other Lender, or any of their respective Related Parties, and based upon such documents and information as it shall from time to time deem appropriate, continue to make its own independent credit analysis, appraisals, and decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Document, or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition, and creditworthiness of the Borrower, the Guarantors, and their respective Subsidiaries. The Assignee further acknowledges and agrees that neither the Administrative Agent, the Assignor, any other Lender, nor any of their respective Related Parties has made any representation or warranty, express or implied, with respect to (i) the Borrower, any Guarantor, any Subsidiary, or their respective businesses, assets, operations, properties, financial condition, or prospects, (ii) the accuracy or completeness of any information or documentation provided in connection with the transactions contemplated hereby, or (iii) the perfection, priority, value, or sufficiency of any collateral securing the obligations under the Loan Documents.
4.4 Eligible Assignee. The Assignee represents and warrants that it is an "Eligible Assignee" as defined in the Credit Agreement — that is, it is not (a) a natural person (or a holding company, investment vehicle, or trust for, or owned and operated for the primary benefit of, a natural person), (b) the Borrower or any of the Borrower's affiliates (as determined in accordance with the Credit Agreement), (c) a Defaulting Lender, or (d) any other person that does not meet the eligibility requirements set forth in the Credit Agreement. The Assignee further represents that it has the financial capability, sophistication, and experience necessary to evaluate and assume the risks inherent in holding the Assigned Interest.
4.5 Tax Forms. The Assignee represents and warrants that it has delivered, or will deliver on or prior to the Effective Date, to each of the Administrative Agent and the Borrower, all tax forms, certifications, and other documentation required under Section 2.16 of the Credit Agreement, including, as applicable, duly completed and executed copies of Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals)), Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)), Form W-8ECI (Certificate of Foreign Person's Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States), or Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting), together with all required supporting documentation, as applicable to the Assignee's circumstances.
4.6 Foreign Assignee Withholding Tax Compliance. If the Assignee is organized under the laws of a jurisdiction outside the United States, the Assignee represents and warrants that it has (a) identified on Schedule 1 hereto the applicable withholding tax rate that applies with respect to payments to be made to it under the Credit Agreement, (b) complied with all applicable requirements of Section 2.16 of the Credit Agreement to establish any available exemption from, or reduction of, United States federal withholding tax, and (c) agreed to comply with all applicable obligations under the Credit Agreement and applicable law to maintain such exemption or reduction in effect for so long as the Assignee remains a Lender under the Credit Agreement. The Assignee acknowledges that, to the extent it fails to deliver the forms, certifications, and documentation required under the Credit Agreement, the Administrative Agent and the Borrower shall be entitled to withhold taxes from payments to the Assignee at the maximum applicable statutory rate.
SECTION 5. TERMS OF THE ASSIGNMENT
5.1 Effective Date. The effective date of this Assignment and Assumption (the "Effective Date") shall be the later of:
(a) the date specified in Schedule 1 hereto; and
(b) the date on which the Administrative Agent has received all of the following:
(i) a fully executed counterpart of this Agreement (which may be delivered by electronic transmission in portable document format (.pdf) or by such other electronic means as the Administrative Agent may approve);
(ii) the processing and recordation fee of $3,500 (or such other amount as may be specified in the Credit Agreement) payable to the Administrative Agent;
(iii) all consents required pursuant to Section 5.2 hereof and Section 10.04 of the Credit Agreement; and
(iv) a completed Administrative Questionnaire from the Assignee (unless the Assignee is already a Lender under the Credit Agreement).
The Administrative Agent shall promptly notify the parties hereto of the Effective Date upon determination thereof.
5.2 Consents. The following consents are required in connection with this assignment, as applicable:
(a) Consent of the Administrative Agent. The consent of Crescent Harbor Bank, N.A., as Administrative Agent, is required for any assignment to a person that is not, as of the date hereof, a Lender, an affiliate of a Lender, or an Approved Fund (as defined in the Credit Agreement). Such consent shall not be unreasonably withheld, conditioned, or delayed by the Administrative Agent.
(b) Consent of the Borrower. The consent of Verimark Hospitality Group Inc., as Borrower, is required for any assignment unless (i) an Event of Default under Section 7.01(a), (b), (h), or (i) of the Credit Agreement has occurred and is continuing at the time such consent is requested, or (ii) such assignment is to a person that is a Lender, an affiliate of a Lender, or an Approved Fund. The Borrower's consent shall not be unreasonably withheld, conditioned, or delayed. The Borrower shall be deemed to have consented to any assignment if it has not responded in writing to a written request for consent within ten (10) Business Days after receipt of such request (together with a copy of this Agreement).
(c) Additional Consents. Such other consents, if any, as may be required under Section 10.04 of the Credit Agreement.
5.3 Minimum Assignment Amount. Each assignment made pursuant to this Agreement shall be in an aggregate principal amount of not less than $1,000,000 (or, if less, the entire remaining aggregate principal amount of the Assignor's outstanding Term Loans under the Term Loan B Facility), unless the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower each otherwise consent in writing. Simultaneous assignments to members of the same Approved Fund shall be treated as a single assignment for purposes of determining whether the minimum assignment amount has been satisfied.
5.4 Processing and Recordation Fee. A non-refundable processing and recordation fee of $3,500 shall be payable to the Administrative Agent in connection with this assignment by the Assignor and/or the Assignee, as agreed between them and as specified in Schedule 1 hereto. Such fee shall be paid in immediately available funds in United States dollars on or prior to the Effective Date.
5.5 Register. Upon receipt of a duly completed and effective Assignment and Assumption, together with the processing and recordation fee, all required consents, and any required Administrative Questionnaire and tax forms, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register maintained by the Administrative Agent pursuant to Section 10.04(b)(iv) of the Credit Agreement. Upon such recording, the assignment shall become effective for all purposes of the Credit Agreement and the other Loan Documents, and the Assignee shall thereupon become a "Lender" under the Credit Agreement and the other Loan Documents with respect to the Assigned Interest.
SECTION 6. PAYMENT AND SETTLEMENT
6.1 Purchase Price. On the Effective Date (or such other date as may be agreed between the Assignor and the Assignee in accordance with applicable LSTA settlement conventions), the Assignee shall pay to the Assignor the purchase price for the Assigned Interest as separately agreed between the Assignor and the Assignee in a separate trade confirmation or other written agreement (and not specified herein). Settlement of the purchase price shall be made in immediately available funds in United States dollars. The parties acknowledge that settlement mechanics shall be governed by LSTA standard terms and conditions for par/near-par term loan trades, as referenced in the Credit Agreement and incorporated by reference herein, to the extent not inconsistent with this Agreement or the Credit Agreement.
6.2 Interest and Fees Allocation. All interest, fees, and other amounts accrued under the Credit Agreement with respect to the Assigned Interest to but excluding the Effective Date shall be for the account of the Assignor. From and including the Effective Date, all interest, fees, and other amounts accruing under the Credit Agreement with respect to the Assigned Interest shall be for the account of the Assignee. To the extent any payments of interest, fees, or other amounts are received by the Assignor after the Effective Date with respect to the Assigned Interest for the period from and after the Effective Date, the Assignor shall promptly remit such amounts to the Assignee. To the extent any payments of interest, fees, or other amounts are received by the Assignee with respect to the Assigned Interest for the period prior to the Effective Date, the Assignee shall promptly remit such amounts to the Assignor. The Administrative Agent shall have no obligation to determine the allocation of interest, fees, or other amounts as between the Assignor and the Assignee except as expressly set forth in the Credit Agreement.
6.3 Settlement Date Procedures. Settlement of the purchase price and the transfer of the Assigned Interest shall occur in accordance with customary LSTA settlement conventions applicable to par/near-par term loan assignments, which as of the date hereof provide for settlement on a T+7 Business Day basis (or such other period as the Assignor and the Assignee may agree). Each of the Assignor and the Assignee shall cooperate in good faith to consummate settlement on the Effective Date and shall comply with all applicable settlement procedures set forth in the LSTA standard terms incorporated by reference herein.
SECTION 7. ADMINISTRATIVE AGENT PROVISIONS
7.1 Delivery to Administrative Agent. A duly completed and executed copy of this Agreement, together with the processing and recordation fee, all required consents, and (if applicable) a completed Administrative Questionnaire and the required tax forms, shall be delivered to the Administrative Agent at the following address:
Crescent Harbor Bank, N.A.
Attention: Loan Syndications — Anika Holm, Director
600 Lexington Avenue, 34th Floor New York, NY 10022
Email: aholm@crescentharbor.com
Facsimile: (212) 555-0187
or to such other address or person as the Administrative Agent may from time to time designate by written notice to the Lenders and the Borrower.
7.2 Register Entry; Notification. Upon acceptance and recording of this Agreement in the Register in accordance with Section 5.5 hereof, the Administrative Agent shall provide written notice to the Assignor, the Assignee, and the Borrower confirming the Effective Date and the principal amount of the Assigned Interest recorded in the Register. Absent manifest error, the entries in the Register shall be conclusive and binding for all purposes, and the Borrower, the Administrative Agent, the Assignor, the Assignee, and the other Lenders shall treat each person whose name is recorded in the Register as a Lender for all purposes of the Credit Agreement.
7.3 Notices. From and after the Effective Date, all notices, requests, demands, directions, and other communications under the Credit Agreement and the other Loan Documents in respect of the Assigned Interest shall be given to the Assignee at the address, facsimile number, and email address set forth in Schedule 1 hereto (or at such other address as the Assignee may from time to time designate to the Administrative Agent in accordance with Section 10.01 of the Credit Agreement).
SECTION 8. LSTA STANDARD TERMS INCORPORATION
8.1 Incorporation by Reference. To the extent not inconsistent with the express terms and conditions of this Agreement or the Credit Agreement, the parties hereto agree that the LSTA standard terms and conditions for par/near-par term loan assignments, as published by the Loan Syndications and Trading Association and in effect on the date hereof (the "LSTA Standard Terms"), are hereby incorporated by reference into this Agreement as if fully set forth herein. Each party hereto represents that it is familiar with the LSTA Standard Terms and agrees to be bound thereby.
8.2 Conflict of Terms. In the event of any inconsistency or conflict between (a) the LSTA Standard Terms and (b) this Agreement or the Credit Agreement, the terms and conditions of the Credit Agreement shall govern and control in all respects. To the extent this Agreement conflicts with the Credit Agreement, the Credit Agreement shall govern and control. In the event of any inconsistency between the LSTA Standard Terms and this Agreement (but not the Credit Agreement), the terms of this Agreement shall govern and control.
SECTION 9. MISCELLANEOUS
9.1 Governing Law. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSIES, DISPUTES, OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
9.2 Jurisdiction; Service of Process. Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this Agreement, and each party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement against any other party in the courts of any jurisdiction. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section 9.2, and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
9.3 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, OR COUNTERCLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.3.
9.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, portable document format (.pdf), or other electronic imaging means (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301–309), the federal ESIGN Act of 2000 (15 U.S.C. §§ 7001–7006), or other applicable law) shall be effective as delivery of a manually executed counterpart of this Agreement.
9.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Assignee may not assign its rights or obligations under this Agreement without the prior written consent of the other parties hereto, except in accordance with Section 10.04 of the Credit Agreement.
9.6 Entire Agreement. This Agreement (including Schedule 1 and the Annexes hereto), together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, among the parties hereto with respect to the subject matter hereof.
9.7 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable in any jurisdiction, such illegality, invalidity, or unenforceability shall not affect any other provision of this Agreement or the validity, legality, or enforceability of such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace the illegal, invalid, or unenforceable provision with a valid provision that has an economic effect as close as possible to that of the illegal, invalid, or unenforceable provision.
9.8 Amendments. This Agreement may not be amended, modified, supplemented, waived, or otherwise changed except by an instrument in writing signed by each of the parties hereto. No failure or delay by any party hereto 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.
SECTION 10. SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed and delivered by their duly authorized officers as of the date first written above.
ASSIGNOR:
________________________________________
By: ________
Name: ________
Title: ________
Date: ________
ASSIGNEE:
________________________________________
By: ________
Name: ________
Title: ________
Date: ________
CONSENTED TO AND ACCEPTED:
CRESCENT HARBOR BANK, N.A., as Administrative Agent
By: ________
Name: ________
Title: ________
Date: ________
VERIMARK HOSPITALITY GROUP INC., as Borrower (to the extent consent is required under Section 10.04 of the Credit Agreement)
By: ________
Name: ________
Title: ________
Date: ________
SCHEDULE 1
TERMS OF THE ASSIGNMENT
ANNEX A
ADMINISTRATIVE QUESTIONNAIRE
The Assignee shall deliver a completed Administrative Questionnaire in the form supplied by the Administrative Agent (Crescent Harbor Bank, N.A.) to the Administrative Agent on or prior to the Effective Date, unless the Assignee is already a Lender under the Credit Agreement as of the date of this Agreement. The Administrative Questionnaire shall include, among other things, the following information:
(a) full legal name of the Assignee and any relevant affiliates;
(b) tax identification number;
(c) contact information for credit, legal, operations, and compliance departments;
(d) wire transfer instructions for payments under the Credit Agreement;
(e) address for notices under the Loan Documents;
(f) the identity of any Approved Fund or managed account relationship, if applicable; and
(g) such other information as the Administrative Agent may reasonably request in order to update the Register and facilitate the administration of the Credit Agreement.
The form of Administrative Questionnaire may be obtained by contacting the Administrative Agent at:
Crescent Harbor Bank, N.A.
Attention: Loan Syndications — Anika Holm, Director
600 Lexington Avenue, 34th Floor New York, NY 10022
Email: aholm@crescentharbor.com
Failure by the Assignee to deliver a completed Administrative Questionnaire on or prior to the Effective Date may delay the effectiveness of the assignment.
ANNEX B
TAX COMPLIANCE FORMS
In accordance with Section 2.16 of the Credit Agreement and Section 4.5 of this Agreement, the Assignee shall deliver to each of the Administrative Agent and the Borrower, on or prior to the Effective Date, all applicable Internal Revenue Service tax forms and related documentation required under the Credit Agreement, including, as applicable, the following:
(a) United States Persons. If the Assignee is a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"), a duly completed and executed copy of Internal Revenue Service Form W-9 (or any successor form).
(b) Foreign Persons — Treaty Benefits. If the Assignee is not a "United States person" and is eligible for benefits under an income tax treaty to which the United States is a party, duly completed and executed copies of Internal Revenue Service Form W-8BEN or Form W-8BEN-E (or any successor form), as applicable, claiming exemption from, or a reduced rate of, United States federal withholding tax.
(c) Foreign Persons — Effectively Connected Income. If the Assignee is not a "United States person" and the payments to be received by it under the Credit Agreement are effectively connected with its conduct of a trade or business in the United States, a duly completed and executed copy of Internal Revenue Service Form W-8ECI (or any successor form).
(d) Foreign Intermediaries. If the Assignee is not a "United States person" and is acting as an intermediary, a duly completed and executed copy of Internal Revenue Service Form W-8IMY (or any successor form), together with all required underlying documentation and attachments.
(e) Other Forms. Such other tax forms, certifications, or documentation as may be required under Section 2.16 of the Credit Agreement or applicable law to (i) establish an exemption from, or reduction of, United States federal withholding tax, (ii) enable the Administrative Agent and the Borrower to determine whether the Assignee is subject to backup withholding, or (iii) otherwise comply with applicable tax reporting and withholding obligations.
The Assignee agrees to update and re-deliver such tax forms, certifications, and documentation from time to time as required by the Credit Agreement or applicable law, including upon the obsolescence, expiration, or invalidity of any form previously delivered. The Assignee further agrees that, to the extent it fails to deliver any required tax form, the Administrative Agent and the Borrower shall be entitled to withhold from payments to the Assignee at the maximum applicable statutory rate, without any obligation to gross-up or indemnify the Assignee for any such withholding, except to the extent otherwise provided in the Credit Agreement.
CONFIDENTIAL — This document is intended solely for the use of the parties to the Credit Agreement and their authorized representatives. Any unauthorized use, reproduction, or distribution is strictly prohibited.
Field | Detail
Assignor | __________
Assignee | __________
Credit Agreement | Credit Agreement, dated as of July 21, 2022, among Verimark Hospitality Group Inc. (as Borrower), the Guarantors party thereto, Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent), and the Lenders from time to time party thereto
Facility | $700,000,000 Senior Secured Term Loan B (CUSIP: 92347LAB8)
Assigned Interest | __________
Aggregate Principal Amount of Term Loans Assigned | $__________
Percentage of Total Term Loan B Facility Assigned | __%
Principal Amount of Term Loans Retained by Assignor (after giving effect to assignment) | $__________
Trade Date | __________
Effective Date | __________
Processing and Recordation Fee | $3,500 — payable by [Assignor / Assignee / shared equally]
Assignee Notice Address | __________
Attention: __________
Telephone: __________
Facsimile: __________
Email: __________
Assignee Tax Forms Delivered | [Yes / No] — Forms delivered: __________

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

RECITALS

WHEREAS:

SECTION 1. DEFINED TERMS

SECTION 2. ASSIGNMENT AND ASSUMPTION

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNEE

SECTION 5. TERMS OF THE ASSIGNMENT

SECTION 6. PAYMENT AND SETTLEMENT

SECTION 7. ADMINISTRATIVE AGENT PROVISIONS

SECTION 8. LSTA STANDARD TERMS INCORPORATION

SECTION 9. MISCELLANEOUS

SECTION 10. SIGNATURES

ASSIGNOR:

ASSIGNEE:

CONSENTED TO AND ACCEPTED:

SCHEDULE 1

TERMS OF THE ASSIGNMENT

ANNEX A

ADMINISTRATIVE QUESTIONNAIRE

ANNEX B

TAX COMPLIANCE FORMS

Record

Parties

Dates

Amounts