1021-00002 · Verimark Hospitality Group · Payoff/Refinancing

payoff-letter-draft.docx DOCUMENT Capital Markets

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[DRAFT — Prepared by Calderwood & Harkness LLP for review and execution by Greystone National Bank, N.A.]

GREYSTONE NATIONAL BANK, N.A.

1 Financial Center Boston, Massachusetts 02111

June 21, 2024

Verimark Hospitality Group Inc. 2400 Brickell Bay Drive, Suite 3100 Miami, Florida 33129

Attention: Patricia R. Henning, Chief Financial Officer

David K. Moretti, General Counsel & Secretary

With copies to:

Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, New York 10006

Attention: Theodore Langston and Claire Dempsey

Kensington Barrow & Co. 399 Park Avenue, 22nd Floor New York, New York 10022

Attention: Jonathan M. Firth

Re: Payoff Letter — Amended and Restated Credit Agreement dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the lenders party thereto from time to time (collectively, the "Lenders"), and Greystone National Bank, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent")

Loan No. GNB-SYN-2021-04417

Ladies and Gentlemen:

1. Recitals and Background

Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of March 15, 2021 (the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the lenders party thereto (namely, Greystone National Bank, N.A.; Harborview Lending Group; Cascade Federal Bank; and Meriden Commercial Finance LLC; collectively, the "Lenders"), and Greystone National Bank, N.A., as Administrative Agent for the Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

Pursuant to the Credit Agreement, the Lenders made available to the Borrower credit facilities in an aggregate original principal amount of Five Hundred Million Dollars ($500,000,000), comprised of the following:

(a) a term loan facility designated as "Term Loan A" in an original principal amount of Three Hundred Million Dollars ($300,000,000), bearing interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus 375 basis points (3.75%);

(b) a term loan facility designated as "Term Loan B" in an original principal amount of Two Hundred Million Dollars ($200,000,000), bearing interest at a rate per annum equal to SOFR plus 425 basis points (4.25%); and

(c) a revolving credit facility in an aggregate commitment amount of One Hundred Fifty Million Dollars ($150,000,000), which revolving credit facility is currently undrawn and has no outstanding borrowings as of the date hereof.

The scheduled maturity date of all facilities under the Credit Agreement is March 15, 2026.

The Administrative Agent has received a request from the Borrower for a payoff quote with respect to the repayment in full of all outstanding obligations under the Credit Agreement and the termination of the Credit Agreement and all commitments of the Lenders thereunder. The Borrower has indicated that it anticipates making such repayment on June 25, 2024 (the "Payoff Date"). This payoff letter (this "Payoff Letter") sets forth the aggregate amount required to be paid by the Borrower in order to satisfy in full all outstanding obligations of the Borrower and its subsidiaries under the Credit Agreement and the other Loan Documents, and to effect the termination of the Credit Agreement, the release of all liens and security interests granted in connection therewith, and the permanent termination of all commitments of the Lenders thereunder.

2. Payoff Amount

Subject to the terms and conditions of this Payoff Letter, the Administrative Agent hereby confirms that, as of the Payoff Date (assuming receipt of funds in immediately available funds by no later than 2:00 p.m. Eastern Time on June 25, 2024), the aggregate amount required to repay in full all obligations of the Borrower under the Credit Agreement and the other Loan Documents (the "Payoff Amount") shall be as set forth below.

(a) Principal. The aggregate outstanding principal balance under the Credit Agreement as of the Payoff Date, after giving effect to all scheduled amortization payments received by the Administrative Agent through and including such date, is as follows:

(i) Term Loan A — outstanding principal balance: $280,142,819.16

(ii) Term Loan B — outstanding principal balance: $187,200,000.00

(iii) Total Outstanding Principal: $467,342,819.16

For the avoidance of doubt, the revolving credit facility under the Credit Agreement has a current outstanding balance of $0.00, as no revolving loans are outstanding and no letters of credit have been issued thereunder as of the date hereof. All revolving commitments of the Lenders shall be permanently terminated upon receipt of the Payoff Amount as described in Section 6 below.

The foregoing principal balances have been calculated based on the outstanding principal as of April 1, 2024, adjusted to give effect to all scheduled amortization payments due and payable under the Credit Agreement through and including June 25, 2024, and assuming the timely receipt by the Administrative Agent of all such scheduled payments prior to the Payoff Date.

(b) Accrued and Unpaid Interest

Accrued and unpaid interest on the outstanding principal balances of the term loan facilities, calculated through and including the Payoff Date of June 25, 2024, is estimated to be as follows:

(i) Accrued and unpaid interest on Term Loan A (at SOFR + 375 bps) through June 25, 2024: a component of the total set forth below.

(ii) Accrued and unpaid interest on Term Loan B (at SOFR + 425 bps) through June 25, 2024: a component of the total set forth below.

(iii) Total Accrued and Unpaid Interest (estimated through Payoff Date): $4,207,180.84

The Borrower and the Administrative Agent acknowledge that interest accrues on the outstanding principal balances on a daily basis. The estimated interest amounts set forth above are based on the applicable SOFR rate in effect as of the date of this Payoff Letter and assume that the Payoff Amount is received by the Administrative Agent in immediately available funds no later than 2:00 p.m. Eastern Time on June 25, 2024. If payment of the Payoff Amount is received after the Payoff Date, additional per diem interest shall accrue and be payable by the Borrower as set forth in Section 4 below, and the Payoff Amount shall be correspondingly increased.

Pursuant to Section 2.10(b) of the Credit Agreement, voluntary prepayment of the term loan facilities prior to the second anniversary of the maturity date thereof is subject to a prepayment premium equal to 0.50% of the aggregate outstanding principal balance of the term loan facilities being prepaid. The prepayment premium applicable to the payoff contemplated hereby is calculated as follows:

$467,342,819.16 × 0.50% = $2,336,714.10

The Borrower acknowledges and agrees that such prepayment premium is due and payable in connection with the repayment of the outstanding term loan facilities and has been included in the aggregate Payoff Amount set forth herein.

(d) Other Fees and Amounts

As of the date hereof, the Administrative Agent is not aware of any other fees, breakage costs, yield protection amounts, increased cost amounts, or reimbursable expenses that are outstanding or due and payable by the Borrower under the Credit Agreement or any other Loan Document. Accordingly, the amount reflected for "Other Fees and Expenses" in the summary table below is $0.00.

Notwithstanding the foregoing, the Administrative Agent expressly reserves its rights, and the rights of each Lender, to submit to the Borrower following the Payoff Date a claim for any breakage costs, funding losses, indemnification amounts, or expense reimbursement obligations that may become known to the Administrative Agent or any Lender after the Payoff Date, to the extent such amounts are owing pursuant to the terms of the Credit Agreement or any other Loan Document (including, without limitation, under Sections 2.15, 2.16, 9.03, and 9.05 of the Credit Agreement). The Borrower's obligation to pay any such amounts shall survive the repayment of the Payoff Amount and the termination of the Credit Agreement in accordance with the terms thereof.

(e) Aggregate Payoff Amount Summary

The following table sets forth the aggregate Payoff Amount as of June 25, 2024:

The Aggregate Payoff Amount of Four Hundred Seventy-Three Million Eight Hundred Eighty-Six Thousand Seven Hundred Fourteen Dollars and 10/100 ($473,886,714.10) represents the total amount that must be received in immediately available funds by the Administrative Agent on or before 2:00 p.m. Eastern Time on June 25, 2024 in order for all obligations of the Borrower under the Credit Agreement to be satisfied in full and discharged.

3. Wire Transfer Instructions

The Payoff Amount shall be remitted by the Borrower (or on behalf of the Borrower) in United States dollars in immediately available funds by wire transfer to the following account:

Bank Name: Greystone National Bank, N.A. Bank Address: 1 Financial Center, Boston, Massachusetts 02111 ABA Routing Number: [__] **Account Name:** Greystone National Bank, N.A. — Syndicated Loan Payoff Account **Account Number:** [__] Reference: Loan No. GNB-SYN-2021-04417 / Verimark Hospitality Group Inc. Payoff Attention: Thomas P. Quirk, Senior Vice President

The Borrower is instructed to include the loan reference number and the Borrower's name in the wire transfer reference field to facilitate the prompt identification and application of funds by the Administrative Agent. Funds must be received by the Administrative Agent no later than 2:00 p.m. Eastern Time on June 25, 2024 in order for the Payoff Amount set forth in Section 2(e) above to be sufficient to discharge all outstanding obligations under the Credit Agreement. If funds are received after 2:00 p.m. Eastern Time on the Payoff Date, or if funds are received on a date after the Payoff Date, additional per diem interest shall accrue as set forth in Section 4 below, and the Borrower shall be required to remit such additional amounts prior to the release and termination described herein.

The Borrower is encouraged to initiate the wire transfer sufficiently in advance of the deadline specified above to ensure timely receipt. The Administrative Agent shall have no obligation to confirm receipt of funds on an intraday basis and shall not be liable for any delays in the processing of wire transfers by intermediary banking institutions.

4. Per Diem Interest

In the event that the full Payoff Amount is not received by the Administrative Agent by 2:00 p.m. Eastern Time on June 25, 2024, additional interest shall continue to accrue on the outstanding principal balances at the rates set forth in the Credit Agreement. The applicable per diem interest amounts are as follows:

(a) Term Loan A per diem interest: [__] per day, calculated at SOFR plus 375 basis points on an outstanding principal balance of $280,142,819.16.

(b) Term Loan B per diem interest: [__] per day, calculated at SOFR plus 425 basis points on an outstanding principal balance of $187,200,000.00.

If the Payoff Amount is not received on the Payoff Date, the Aggregate Payoff Amount set forth in Section 2(e) above shall be increased by the applicable total per diem interest amount for each additional calendar day elapsed from and including June 26, 2024 through and including the date on which the Administrative Agent receives the full Payoff Amount (as so increased) in immediately available funds by 2:00 p.m. Eastern Time. The per diem interest amounts set forth above are estimates based on the applicable SOFR rate in effect as of the date of this Payoff Letter and are subject to adjustment based on changes in SOFR. The Borrower should contact the Administrative Agent (Attention: Thomas P. Quirk) to confirm the exact per diem amounts and aggregate Payoff Amount prior to initiating any wire transfer after the Payoff Date.

5. Release of Security Interests and Liens

Upon receipt by the Administrative Agent of the full Payoff Amount (including any additional per diem interest, if applicable) in immediately available funds and the satisfaction of all other conditions to release set forth herein and in the Credit Agreement, the Administrative Agent hereby confirms and agrees as follows:

(a) Release of Security Interests and Liens. The Administrative Agent shall, and shall direct each Lender to, release all security interests, liens, mortgages, deeds of trust, pledges, assignments, hypothecations, and other encumbrances of any kind whatsoever (collectively, "Liens") granted by the Borrower and each of its subsidiaries (including, without limitation, VHG Properties Inc., Verimark Resort Holdings LLC, Bayshore Hotel Management LLC, Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc.) in favor of the Administrative Agent (for the benefit of itself and the Lenders) pursuant to, or in connection with, the Credit Agreement, the Security Agreement, the Pledge Agreement, the Mortgage and Deed of Trust Documents, and each other Loan Document.

(b) UCC-3 Termination Statements. The Administrative Agent shall, at the Borrower's sole cost and expense, promptly execute and deliver, or cause to be executed and delivered, UCC-3 Termination Statements with respect to all UCC-1 Financing Statements filed in connection with the Credit Agreement and the other Loan Documents in all applicable jurisdictions, including, without limitation, the Delaware Secretary of State and the Florida Department of State. A list of all such UCC-1 Financing Statements to be terminated is set forth on Exhibit B attached hereto.

(c) Mortgage Releases and Satisfactions. The Administrative Agent shall, at the Borrower's sole cost and expense, promptly execute and deliver, or cause to be executed and delivered, releases, satisfactions, discharges, reconveyances, and terminations, in recordable form, of all mortgages, deeds of trust, assignments of rents and leases, and similar instruments recorded against real property owned or leased by the Borrower and its subsidiaries in connection with the Credit Agreement and the other Loan Documents. A list of all such recorded instruments to be released is set forth on Exhibit B attached hereto.

(d) Additional Release Documentation. The Administrative Agent shall, at the Borrower's sole cost and expense, promptly execute and deliver, or cause to be executed and delivered, any other instruments, documents, agreements, or certificates as may be reasonably requested by the Borrower or its counsel to evidence and effectuate the release and termination of all Liens granted pursuant to or in connection with the Credit Agreement and the other Loan Documents.

(e) Return of Collateral. The Administrative Agent shall promptly return or release all collateral in its possession or control, including, without limitation, any certificated equity interests, stock powers, instruments, promissory notes, and deposit account control agreements delivered to or held by the Administrative Agent pursuant to the Credit Agreement and the other Loan Documents.

The Borrower acknowledges that the obligation to bear the costs and expenses of preparing, filing, and recording the release documentation described above (including filing fees, recording fees, and reasonable attorneys' fees of the Administrative Agent's counsel) shall survive the payment of the Payoff Amount and the termination of the Credit Agreement.

6. Termination of Credit Agreement and Commitments

Upon receipt by the Administrative Agent of the full Payoff Amount in immediately available funds and in accordance with the terms of this Payoff Letter:

(a) All obligations of the Borrower and its subsidiaries under the Credit Agreement and the other Loan Documents (including all principal, interest, fees, premiums, and other amounts owing thereunder) shall be deemed indefeasibly paid, satisfied in full, and discharged; provided, however, that the Borrower's indemnification and expense reimbursement obligations set forth in Sections 9.03 and 9.05 of the Credit Agreement, and any other obligations expressly stated in the Credit Agreement to survive the termination thereof, shall survive in accordance with their terms and shall not be discharged by the payment of the Payoff Amount.

(b) All commitments of the Lenders under the Credit Agreement, including, without limitation, all revolving credit commitments in the aggregate amount of One Hundred Fifty Million Dollars ($150,000,000), shall be permanently and irrevocably terminated and shall be of no further force or effect.

(c) The Credit Agreement and all other Loan Documents (including, without limitation, the Security Agreement, the Pledge Agreement, the Mortgage and Deed of Trust Documents, the Subsidiary Guaranty, and all other ancillary agreements and instruments entered into in connection therewith) shall terminate and be of no further force or effect, except with respect to those provisions expressly stated therein to survive such termination (including indemnification, expense reimbursement, governing law, and jurisdiction provisions).

The Administrative Agent shall promptly notify each Lender of its receipt of the Payoff Amount and the termination of the Credit Agreement and all commitments thereunder.

7. Authorization and Acknowledgment of Administrative Agent

The Administrative Agent represents and confirms to the Borrower that this Payoff Letter has been duly authorized by Greystone National Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement. Each Lender has authorized the Administrative Agent to deliver this Payoff Letter on behalf of the Lenders and to effect the releases, terminations, and other actions described herein upon receipt by the Administrative Agent of such Lender's pro rata share of the Payoff Amount, as determined in accordance with the Credit Agreement and as set forth on Exhibit A attached hereto.

The Administrative Agent shall distribute the Payoff Amount among the Lenders in accordance with their respective pro rata shares as set forth on Exhibit A, subject to any adjustments that may be required pursuant to the terms of the Credit Agreement (including with respect to any reallocation of breakage costs, increased costs, or other amounts among the Lenders).

8. Acknowledgment and Agreement by Borrower

By executing this Payoff Letter in the space provided below, the Borrower hereby acknowledges and agrees to the following:

(a) The Borrower has reviewed and accepts the Payoff Amount, including the components thereof, as set forth in Section 2 above, and agrees that the Payoff Amount accurately reflects the aggregate outstanding obligations of the Borrower under the Credit Agreement and the other Loan Documents as of the Payoff Date (subject to adjustment for per diem interest as described in Section 4 above).

(b) The Borrower has reviewed and accepts the wire transfer instructions set forth in Section 3 above and shall remit the Payoff Amount in accordance therewith.

(c) The Borrower acknowledges its obligation to pay any per diem interest that may accrue if the Payoff Amount is not received by the Administrative Agent by 2:00 p.m. Eastern Time on June 25, 2024, as described in Section 4 above.

(d) The Borrower irrevocably instructs the Administrative Agent to apply the Payoff Amount in accordance with the terms of the Credit Agreement and this Payoff Letter, including the distribution of such amounts among the Lenders in accordance with their respective pro rata shares.

(e) The Borrower acknowledges and agrees that its indemnification and expense reimbursement obligations under the Credit Agreement shall survive the payment of the Payoff Amount and the termination of the Credit Agreement in accordance with the terms thereof.

9. Effective Date and Expiration

This Payoff Letter is effective as of June 21, 2024. This Payoff Letter shall automatically expire and shall be of no further force or effect if the full Payoff Amount (including any additional per diem interest that may have accrued) is not received by the Administrative Agent in immediately available funds on or before June 28, 2024 (the "Expiration Date"). The Expiration Date provides a brief grace window beyond the anticipated Payoff Date of June 25, 2024 to accommodate any unforeseen delays in the transmission of funds; however, the Borrower acknowledges that per diem interest will continue to accrue for each day following the Payoff Date until the Payoff Amount (as adjusted for such additional interest) is received.

In the event that the full Payoff Amount is not received by the Administrative Agent by the Expiration Date, this Payoff Letter shall be void and of no effect, and the Borrower must request a new payoff letter from the Administrative Agent reflecting the then-current outstanding obligations under the Credit Agreement. The Administrative Agent shall have no obligation to deliver a new payoff letter and may do so in its discretion and subject to such conditions as it may determine.

10. Miscellaneous

(a) Delivery. This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile transmission, electronic mail in portable document format (.pdf), or other electronic means shall be effective as delivery of an original executed counterpart.

(b) Governing Law. This Payoff Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law).

(c) No Modification. Nothing in this Payoff Letter shall be deemed to modify, amend, supplement, or waive any provision of the Credit Agreement or any other Loan Document, except as expressly set forth herein. Until the Payoff Amount has been received in full, the Credit Agreement and all other Loan Documents shall remain in full force and effect in accordance with their terms.

(d) Contact Information. Any questions regarding this Payoff Letter, the Payoff Amount, wire transfer instructions, or the coordination of the payoff and release process should be directed to:

Thomas P. Quirk, Senior Vice President Greystone National Bank, N.A. 1 Financial Center Boston, Massachusetts 02111 Telephone: [__]

Email: [__]

(e) Headings. The section headings in this Payoff Letter are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.

[Signature pages follow]

SIGNATURE PAGE TO PAYOFF LETTER

IN WITNESS WHEREOF, the undersigned has caused this Payoff Letter to be executed and delivered as of the date first written above.

GREYSTONE NATIONAL BANK, N.A., as Administrative Agent

By: ________

Name: Thomas P. Quirk

Title: Senior Vice President

Date: ________

ACKNOWLEDGMENT AND AGREEMENT

The undersigned Borrower hereby acknowledges receipt of this Payoff Letter, agrees to the terms and conditions set forth herein, and confirms the Borrower's agreement to pay the Payoff Amount in accordance with the terms hereof.

VERIMARK HOSPITALITY GROUP INC.

By: ________

Name: Patricia R. Henning

Title: Chief Financial Officer

By: ________

Name: David K. Moretti

Title: General Counsel & Secretary

Date: ________

EXHIBIT A

LENDER ALLOCATION OF PAYOFF AMOUNT

The following table sets forth the pro rata allocation of the Aggregate Payoff Amount among the Lenders, in accordance with each Lender's respective pro rata share under the Credit Agreement. The allocations set forth below are preliminary and subject to final confirmation by the Administrative Agent prior to the Payoff Date.

Note: Specific Lender allocations (including the allocation of principal, interest, and prepayment premium among the respective Lenders) are to be confirmed by the Administrative Agent in its sole discretion, in accordance with the terms of the Credit Agreement, prior to the Payoff Date. The Borrower shall remit the Aggregate Payoff Amount to the single account set forth in Section 3 of this Payoff Letter, and the Administrative Agent shall be responsible for distributing the proceeds among the Lenders in accordance with their respective pro rata shares. Any adjustments required with respect to breakage costs, increased costs, or other Lender-specific amounts shall be reflected in the final allocation determined by the Administrative Agent.

EXHIBIT B

LIST OF UCC FINANCING STATEMENTS AND RECORDED LIENS TO BE RELEASED

Part I: UCC-1 Financing Statements

The following UCC-1 Financing Statements were filed in connection with the Credit Agreement and the other Loan Documents and shall be terminated by the filing of UCC-3 Termination Statements upon receipt of the Payoff Amount:

Note: This schedule is preliminary. The Administrative Agent shall confirm the completeness and accuracy of this schedule, including all filing numbers and any amendment or continuation statements filed with respect to the foregoing UCC-1 Financing Statements, prior to the Payoff Date. The Borrower should conduct its own UCC search to verify the foregoing.

Part II: Recorded Mortgages, Deeds of Trust, and Assignments of Rents and Leases

The following mortgages, deeds of trust, assignments of rents and leases, and related instruments were recorded in connection with the Credit Agreement and the other Loan Documents against real property owned by the Borrower's subsidiaries and shall be released, satisfied, and discharged upon receipt of the Payoff Amount:

Note: This schedule is preliminary and is subject to completion. The Administrative Agent shall review and confirm the completeness of this schedule, including all recording information and any modifications, amendments, or supplements to the foregoing instruments, prior to the Payoff Date. A complete schedule will be attached upon Greystone National Bank, N.A.'s final review and confirmation.

Drafted by Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, New York 10006 Document Reference: C&H Draft — June 21, 2024

Component	Amount
Outstanding Principal — Term Loan A	$280,142,819.16
Outstanding Principal — Term Loan B	$187,200,000.00
Total Outstanding Principal	$467,342,819.16
Accrued and Unpaid Interest (estimated through June 25, 2024)	$4,207,180.84
Prepayment Premium (0.50%)	$2,336,714.10
Other Fees and Expenses	$0.00
Aggregate Payoff Amount	$473,886,714.10
Lender	Pro Rata Share (%)	Allocated Payoff Amount
Greystone National Bank, N.A.	[__]	[__]
Harborview Lending Group	[__]	[__]
Cascade Federal Bank	[__]	[__]
Meriden Commercial Finance LLC	[__]	[__]
Total	100.00%	$473,886,714.10
No.	Secured Party	Debtor	Filing Jurisdiction	Filing Date	Filing Number
1.	Greystone National Bank, N.A., as Administrative Agent	Verimark Hospitality Group Inc.	Delaware Secretary of State	March 15, 2021	[__]
2.	Greystone National Bank, N.A., as Administrative Agent	VHG Properties Inc.	Delaware Secretary of State	March 15, 2021	[__]
3.	Greystone National Bank, N.A., as Administrative Agent	Verimark Resort Holdings LLC	Delaware Secretary of State	March 15, 2021	[__]
4.	Greystone National Bank, N.A., as Administrative Agent	Bayshore Hotel Management LLC	Florida Department of State	March 15, 2021	[__]
5.	Greystone National Bank, N.A., as Administrative Agent	Verimark Capital Holdings LLC	Delaware Secretary of State	March 15, 2021	[__]
6.	Greystone National Bank, N.A., as Administrative Agent	Pinnacle Lodging Enterprises Inc.	Delaware Secretary of State	March 15, 2021	[__]
No.	Instrument	Grantor / Trustor	Property Jurisdiction	Recording Date	Book / Page or Instrument No.
1.	Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing	VHG Properties Inc.	Miami-Dade County, Florida	March 17, 2021	[__]
2.	Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing	VHG Properties Inc.	Broward County, Florida	March 17, 2021	[__]
3.	Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing	Verimark Resort Holdings LLC	Clark County, Nevada	March 17, 2021	[__]

4.	Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing	Verimark Resort Holdings LLC	New York County, New York	March 18, 2021	[__]
5.	Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing	Verimark Resort Holdings LLC	Los Angeles County, California	March 18, 2021	[__]

[DRAFT — Prepared by Calderwood & Harkness LLP for review and execution by Greystone National Bank, N.A.]
GREYSTONE NATIONAL BANK, N.A.
1 Financial Center Boston, Massachusetts 02111
June 21, 2024
Verimark Hospitality Group Inc. 2400 Brickell Bay Drive, Suite 3100 Miami, Florida 33129
Attention: Patricia R. Henning, Chief Financial Officer
David K. Moretti, General Counsel & Secretary
With copies to:
Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, New York 10006
Attention: Theodore Langston and Claire Dempsey
Kensington Barrow & Co. 399 Park Avenue, 22nd Floor New York, New York 10022
Attention: Jonathan M. Firth
Re: Payoff Letter — Amended and Restated Credit Agreement dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the lenders party thereto from time to time (collectively, the "Lenders"), and Greystone National Bank, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent")
Loan No. GNB-SYN-2021-04417
Ladies and Gentlemen:
1. Recitals and Background
Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of March 15, 2021 (the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the lenders party thereto (namely, Greystone National Bank, N.A.; Harborview Lending Group; Cascade Federal Bank; and Meriden Commercial Finance LLC; collectively, the "Lenders"), and Greystone National Bank, N.A., as Administrative Agent for the Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
Pursuant to the Credit Agreement, the Lenders made available to the Borrower credit facilities in an aggregate original principal amount of Five Hundred Million Dollars ($500,000,000), comprised of the following:
(a) a term loan facility designated as "Term Loan A" in an original principal amount of Three Hundred Million Dollars ($300,000,000), bearing interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus 375 basis points (3.75%);
(b) a term loan facility designated as "Term Loan B" in an original principal amount of Two Hundred Million Dollars ($200,000,000), bearing interest at a rate per annum equal to SOFR plus 425 basis points (4.25%); and
(c) a revolving credit facility in an aggregate commitment amount of One Hundred Fifty Million Dollars ($150,000,000), which revolving credit facility is currently undrawn and has no outstanding borrowings as of the date hereof.
The scheduled maturity date of all facilities under the Credit Agreement is March 15, 2026.
The Administrative Agent has received a request from the Borrower for a payoff quote with respect to the repayment in full of all outstanding obligations under the Credit Agreement and the termination of the Credit Agreement and all commitments of the Lenders thereunder. The Borrower has indicated that it anticipates making such repayment on June 25, 2024 (the "Payoff Date"). This payoff letter (this "Payoff Letter") sets forth the aggregate amount required to be paid by the Borrower in order to satisfy in full all outstanding obligations of the Borrower and its subsidiaries under the Credit Agreement and the other Loan Documents, and to effect the termination of the Credit Agreement, the release of all liens and security interests granted in connection therewith, and the permanent termination of all commitments of the Lenders thereunder.
2. Payoff Amount
Subject to the terms and conditions of this Payoff Letter, the Administrative Agent hereby confirms that, as of the Payoff Date (assuming receipt of funds in immediately available funds by no later than 2:00 p.m. Eastern Time on June 25, 2024), the aggregate amount required to repay in full all obligations of the Borrower under the Credit Agreement and the other Loan Documents (the "Payoff Amount") shall be as set forth below.
(a) Principal.  The aggregate outstanding principal balance under the Credit Agreement as of the Payoff Date, after giving effect to all scheduled amortization payments received by the Administrative Agent through and including such date, is as follows:
(i) Term Loan A — outstanding principal balance: $280,142,819.16
(ii) Term Loan B — outstanding principal balance: $187,200,000.00
(iii) Total Outstanding Principal: $467,342,819.16
For the avoidance of doubt, the revolving credit facility under the Credit Agreement has a current outstanding balance of $0.00, as no revolving loans are outstanding and no letters of credit have been issued thereunder as of the date hereof. All revolving commitments of the Lenders shall be permanently terminated upon receipt of the Payoff Amount as described in Section 6 below.
The foregoing principal balances have been calculated based on the outstanding principal as of April 1, 2024, adjusted to give effect to all scheduled amortization payments due and payable under the Credit Agreement through and including June 25, 2024, and assuming the timely receipt by the Administrative Agent of all such scheduled payments prior to the Payoff Date.
(b) Accrued and Unpaid Interest
Accrued and unpaid interest on the outstanding principal balances of the term loan facilities, calculated through and including the Payoff Date of June 25, 2024, is estimated to be as follows:
(i) Accrued and unpaid interest on Term Loan A (at SOFR + 375 bps) through June 25, 2024: a component of the total set forth below.
(ii) Accrued and unpaid interest on Term Loan B (at SOFR + 425 bps) through June 25, 2024: a component of the total set forth below.
(iii) Total Accrued and Unpaid Interest (estimated through Payoff Date): $4,207,180.84
The Borrower and the Administrative Agent acknowledge that interest accrues on the outstanding principal balances on a daily basis. The estimated interest amounts set forth above are based on the applicable SOFR rate in effect as of the date of this Payoff Letter and assume that the Payoff Amount is received by the Administrative Agent in immediately available funds no later than 2:00 p.m. Eastern Time on June 25, 2024. If payment of the Payoff Amount is received after the Payoff Date, additional per diem interest shall accrue and be payable by the Borrower as set forth in Section 4 below, and the Payoff Amount shall be correspondingly increased.
(c) Prepayment Premium
Pursuant to Section 2.10(b) of the Credit Agreement, voluntary prepayment of the term loan facilities prior to the second anniversary of the maturity date thereof is subject to a prepayment premium equal to 0.50% of the aggregate outstanding principal balance of the term loan facilities being prepaid. The prepayment premium applicable to the payoff contemplated hereby is calculated as follows:
$467,342,819.16 × 0.50% = $2,336,714.10
The Borrower acknowledges and agrees that such prepayment premium is due and payable in connection with the repayment of the outstanding term loan facilities and has been included in the aggregate Payoff Amount set forth herein.
(d) Other Fees and Amounts
As of the date hereof, the Administrative Agent is not aware of any other fees, breakage costs, yield protection amounts, increased cost amounts, or reimbursable expenses that are outstanding or due and payable by the Borrower under the Credit Agreement or any other Loan Document. Accordingly, the amount reflected for "Other Fees and Expenses" in the summary table below is $0.00.
Notwithstanding the foregoing, the Administrative Agent expressly reserves its rights, and the rights of each Lender, to submit to the Borrower following the Payoff Date a claim for any breakage costs, funding losses, indemnification amounts, or expense reimbursement obligations that may become known to the Administrative Agent or any Lender after the Payoff Date, to the extent such amounts are owing pursuant to the terms of the Credit Agreement or any other Loan Document (including, without limitation, under Sections 2.15, 2.16, 9.03, and 9.05 of the Credit Agreement). The Borrower's obligation to pay any such amounts shall survive the repayment of the Payoff Amount and the termination of the Credit Agreement in accordance with the terms thereof.
(e) Aggregate Payoff Amount Summary
The following table sets forth the aggregate Payoff Amount as of June 25, 2024:
The Aggregate Payoff Amount of Four Hundred Seventy-Three Million Eight Hundred Eighty-Six Thousand Seven Hundred Fourteen Dollars and 10/100 ($473,886,714.10) represents the total amount that must be received in immediately available funds by the Administrative Agent on or before 2:00 p.m. Eastern Time on June 25, 2024 in order for all obligations of the Borrower under the Credit Agreement to be satisfied in full and discharged.
3. Wire Transfer Instructions
The Payoff Amount shall be remitted by the Borrower (or on behalf of the Borrower) in United States dollars in immediately available funds by wire transfer to the following account:
Bank Name: Greystone National Bank, N.A. Bank Address: 1 Financial Center, Boston, Massachusetts 02111 ABA Routing Number: [__] **Account Name:** Greystone National Bank, N.A. — Syndicated Loan Payoff Account **Account Number:** [__] Reference: Loan No. GNB-SYN-2021-04417 / Verimark Hospitality Group Inc. Payoff Attention: Thomas P. Quirk, Senior Vice President
The Borrower is instructed to include the loan reference number and the Borrower's name in the wire transfer reference field to facilitate the prompt identification and application of funds by the Administrative Agent. Funds must be received by the Administrative Agent no later than 2:00 p.m. Eastern Time on June 25, 2024 in order for the Payoff Amount set forth in Section 2(e) above to be sufficient to discharge all outstanding obligations under the Credit Agreement. If funds are received after 2:00 p.m. Eastern Time on the Payoff Date, or if funds are received on a date after the Payoff Date, additional per diem interest shall accrue as set forth in Section 4 below, and the Borrower shall be required to remit such additional amounts prior to the release and termination described herein.
The Borrower is encouraged to initiate the wire transfer sufficiently in advance of the deadline specified above to ensure timely receipt. The Administrative Agent shall have no obligation to confirm receipt of funds on an intraday basis and shall not be liable for any delays in the processing of wire transfers by intermediary banking institutions.
4. Per Diem Interest
In the event that the full Payoff Amount is not received by the Administrative Agent by 2:00 p.m. Eastern Time on June 25, 2024, additional interest shall continue to accrue on the outstanding principal balances at the rates set forth in the Credit Agreement. The applicable per diem interest amounts are as follows:
(a) Term Loan A per diem interest: [__] per day, calculated at SOFR plus 375 basis points on an outstanding principal balance of $280,142,819.16.
(b) Term Loan B per diem interest: [__] per day, calculated at SOFR plus 425 basis points on an outstanding principal balance of $187,200,000.00.
(c) Total per diem interest: [__] per day (aggregate of (a) and (b) above).
If the Payoff Amount is not received on the Payoff Date, the Aggregate Payoff Amount set forth in Section 2(e) above shall be increased by the applicable total per diem interest amount for each additional calendar day elapsed from and including June 26, 2024 through and including the date on which the Administrative Agent receives the full Payoff Amount (as so increased) in immediately available funds by 2:00 p.m. Eastern Time. The per diem interest amounts set forth above are estimates based on the applicable SOFR rate in effect as of the date of this Payoff Letter and are subject to adjustment based on changes in SOFR. The Borrower should contact the Administrative Agent (Attention: Thomas P. Quirk) to confirm the exact per diem amounts and aggregate Payoff Amount prior to initiating any wire transfer after the Payoff Date.
5. Release of Security Interests and Liens
Upon receipt by the Administrative Agent of the full Payoff Amount (including any additional per diem interest, if applicable) in immediately available funds and the satisfaction of all other conditions to release set forth herein and in the Credit Agreement, the Administrative Agent hereby confirms and agrees as follows:
(a) Release of Security Interests and Liens. The Administrative Agent shall, and shall direct each Lender to, release all security interests, liens, mortgages, deeds of trust, pledges, assignments, hypothecations, and other encumbrances of any kind whatsoever (collectively, "Liens") granted by the Borrower and each of its subsidiaries (including, without limitation, VHG Properties Inc., Verimark Resort Holdings LLC, Bayshore Hotel Management LLC, Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc.) in favor of the Administrative Agent (for the benefit of itself and the Lenders) pursuant to, or in connection with, the Credit Agreement, the Security Agreement, the Pledge Agreement, the Mortgage and Deed of Trust Documents, and each other Loan Document.
(b) UCC-3 Termination Statements. The Administrative Agent shall, at the Borrower's sole cost and expense, promptly execute and deliver, or cause to be executed and delivered, UCC-3 Termination Statements with respect to all UCC-1 Financing Statements filed in connection with the Credit Agreement and the other Loan Documents in all applicable jurisdictions, including, without limitation, the Delaware Secretary of State and the Florida Department of State. A list of all such UCC-1 Financing Statements to be terminated is set forth on Exhibit B attached hereto.
(c) Mortgage Releases and Satisfactions. The Administrative Agent shall, at the Borrower's sole cost and expense, promptly execute and deliver, or cause to be executed and delivered, releases, satisfactions, discharges, reconveyances, and terminations, in recordable form, of all mortgages, deeds of trust, assignments of rents and leases, and similar instruments recorded against real property owned or leased by the Borrower and its subsidiaries in connection with the Credit Agreement and the other Loan Documents. A list of all such recorded instruments to be released is set forth on Exhibit B attached hereto.
(d) Additional Release Documentation. The Administrative Agent shall, at the Borrower's sole cost and expense, promptly execute and deliver, or cause to be executed and delivered, any other instruments, documents, agreements, or certificates as may be reasonably requested by the Borrower or its counsel to evidence and effectuate the release and termination of all Liens granted pursuant to or in connection with the Credit Agreement and the other Loan Documents.
(e) Return of Collateral. The Administrative Agent shall promptly return or release all collateral in its possession or control, including, without limitation, any certificated equity interests, stock powers, instruments, promissory notes, and deposit account control agreements delivered to or held by the Administrative Agent pursuant to the Credit Agreement and the other Loan Documents.
The Borrower acknowledges that the obligation to bear the costs and expenses of preparing, filing, and recording the release documentation described above (including filing fees, recording fees, and reasonable attorneys' fees of the Administrative Agent's counsel) shall survive the payment of the Payoff Amount and the termination of the Credit Agreement.
6. Termination of Credit Agreement and Commitments
Upon receipt by the Administrative Agent of the full Payoff Amount in immediately available funds and in accordance with the terms of this Payoff Letter:
(a) All obligations of the Borrower and its subsidiaries under the Credit Agreement and the other Loan Documents (including all principal, interest, fees, premiums, and other amounts owing thereunder) shall be deemed indefeasibly paid, satisfied in full, and discharged; provided, however, that the Borrower's indemnification and expense reimbursement obligations set forth in Sections 9.03 and 9.05 of the Credit Agreement, and any other obligations expressly stated in the Credit Agreement to survive the termination thereof, shall survive in accordance with their terms and shall not be discharged by the payment of the Payoff Amount.
(b) All commitments of the Lenders under the Credit Agreement, including, without limitation, all revolving credit commitments in the aggregate amount of One Hundred Fifty Million Dollars ($150,000,000), shall be permanently and irrevocably terminated and shall be of no further force or effect.
(c) The Credit Agreement and all other Loan Documents (including, without limitation, the Security Agreement, the Pledge Agreement, the Mortgage and Deed of Trust Documents, the Subsidiary Guaranty, and all other ancillary agreements and instruments entered into in connection therewith) shall terminate and be of no further force or effect, except with respect to those provisions expressly stated therein to survive such termination (including indemnification, expense reimbursement, governing law, and jurisdiction provisions).
The Administrative Agent shall promptly notify each Lender of its receipt of the Payoff Amount and the termination of the Credit Agreement and all commitments thereunder.
7. Authorization and Acknowledgment of Administrative Agent
The Administrative Agent represents and confirms to the Borrower that this Payoff Letter has been duly authorized by Greystone National Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement. Each Lender has authorized the Administrative Agent to deliver this Payoff Letter on behalf of the Lenders and to effect the releases, terminations, and other actions described herein upon receipt by the Administrative Agent of such Lender's pro rata share of the Payoff Amount, as determined in accordance with the Credit Agreement and as set forth on Exhibit A attached hereto.
The Administrative Agent shall distribute the Payoff Amount among the Lenders in accordance with their respective pro rata shares as set forth on Exhibit A, subject to any adjustments that may be required pursuant to the terms of the Credit Agreement (including with respect to any reallocation of breakage costs, increased costs, or other amounts among the Lenders).
8. Acknowledgment and Agreement by Borrower
By executing this Payoff Letter in the space provided below, the Borrower hereby acknowledges and agrees to the following:
(a) The Borrower has reviewed and accepts the Payoff Amount, including the components thereof, as set forth in Section 2 above, and agrees that the Payoff Amount accurately reflects the aggregate outstanding obligations of the Borrower under the Credit Agreement and the other Loan Documents as of the Payoff Date (subject to adjustment for per diem interest as described in Section 4 above).
(b) The Borrower has reviewed and accepts the wire transfer instructions set forth in Section 3 above and shall remit the Payoff Amount in accordance therewith.
(c) The Borrower acknowledges its obligation to pay any per diem interest that may accrue if the Payoff Amount is not received by the Administrative Agent by 2:00 p.m. Eastern Time on June 25, 2024, as described in Section 4 above.
(d) The Borrower irrevocably instructs the Administrative Agent to apply the Payoff Amount in accordance with the terms of the Credit Agreement and this Payoff Letter, including the distribution of such amounts among the Lenders in accordance with their respective pro rata shares.
(e) The Borrower acknowledges and agrees that its indemnification and expense reimbursement obligations under the Credit Agreement shall survive the payment of the Payoff Amount and the termination of the Credit Agreement in accordance with the terms thereof.
9. Effective Date and Expiration
This Payoff Letter is effective as of June 21, 2024. This Payoff Letter shall automatically expire and shall be of no further force or effect if the full Payoff Amount (including any additional per diem interest that may have accrued) is not received by the Administrative Agent in immediately available funds on or before June 28, 2024 (the "Expiration Date"). The Expiration Date provides a brief grace window beyond the anticipated Payoff Date of June 25, 2024 to accommodate any unforeseen delays in the transmission of funds; however, the Borrower acknowledges that per diem interest will continue to accrue for each day following the Payoff Date until the Payoff Amount (as adjusted for such additional interest) is received.
In the event that the full Payoff Amount is not received by the Administrative Agent by the Expiration Date, this Payoff Letter shall be void and of no effect, and the Borrower must request a new payoff letter from the Administrative Agent reflecting the then-current outstanding obligations under the Credit Agreement. The Administrative Agent shall have no obligation to deliver a new payoff letter and may do so in its discretion and subject to such conditions as it may determine.
10. Miscellaneous
(a) Delivery. This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile transmission, electronic mail in portable document format (.pdf), or other electronic means shall be effective as delivery of an original executed counterpart.
(b) Governing Law. This Payoff Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law).
(c) No Modification. Nothing in this Payoff Letter shall be deemed to modify, amend, supplement, or waive any provision of the Credit Agreement or any other Loan Document, except as expressly set forth herein. Until the Payoff Amount has been received in full, the Credit Agreement and all other Loan Documents shall remain in full force and effect in accordance with their terms.
(d) Contact Information. Any questions regarding this Payoff Letter, the Payoff Amount, wire transfer instructions, or the coordination of the payoff and release process should be directed to:
Thomas P. Quirk, Senior Vice President Greystone National Bank, N.A. 1 Financial Center Boston, Massachusetts 02111 Telephone: [__]
Email: [__]
(e) Headings. The section headings in this Payoff Letter are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.
[Signature pages follow]
SIGNATURE PAGE TO PAYOFF LETTER
IN WITNESS WHEREOF, the undersigned has caused this Payoff Letter to be executed and delivered as of the date first written above.
GREYSTONE NATIONAL BANK, N.A., as Administrative Agent
By: ________
Name: Thomas P. Quirk
Title: Senior Vice President
Date: ________
ACKNOWLEDGMENT AND AGREEMENT
The undersigned Borrower hereby acknowledges receipt of this Payoff Letter, agrees to the terms and conditions set forth herein, and confirms the Borrower's agreement to pay the Payoff Amount in accordance with the terms hereof.
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: Patricia R. Henning
Title: Chief Financial Officer
By: ________
Name: David K. Moretti
Title: General Counsel & Secretary
Date: ________
EXHIBIT A
LENDER ALLOCATION OF PAYOFF AMOUNT
The following table sets forth the pro rata allocation of the Aggregate Payoff Amount among the Lenders, in accordance with each Lender's respective pro rata share under the Credit Agreement. The allocations set forth below are preliminary and subject to final confirmation by the Administrative Agent prior to the Payoff Date.
Note: Specific Lender allocations (including the allocation of principal, interest, and prepayment premium among the respective Lenders) are to be confirmed by the Administrative Agent in its sole discretion, in accordance with the terms of the Credit Agreement, prior to the Payoff Date. The Borrower shall remit the Aggregate Payoff Amount to the single account set forth in Section 3 of this Payoff Letter, and the Administrative Agent shall be responsible for distributing the proceeds among the Lenders in accordance with their respective pro rata shares. Any adjustments required with respect to breakage costs, increased costs, or other Lender-specific amounts shall be reflected in the final allocation determined by the Administrative Agent.
EXHIBIT B
LIST OF UCC FINANCING STATEMENTS AND RECORDED LIENS TO BE RELEASED
Part I: UCC-1 Financing Statements
The following UCC-1 Financing Statements were filed in connection with the Credit Agreement and the other Loan Documents and shall be terminated by the filing of UCC-3 Termination Statements upon receipt of the Payoff Amount:
Note: This schedule is preliminary. The Administrative Agent shall confirm the completeness and accuracy of this schedule, including all filing numbers and any amendment or continuation statements filed with respect to the foregoing UCC-1 Financing Statements, prior to the Payoff Date. The Borrower should conduct its own UCC search to verify the foregoing.
Part II: Recorded Mortgages, Deeds of Trust, and Assignments of Rents and Leases
The following mortgages, deeds of trust, assignments of rents and leases, and related instruments were recorded in connection with the Credit Agreement and the other Loan Documents against real property owned by the Borrower's subsidiaries and shall be released, satisfied, and discharged upon receipt of the Payoff Amount:
Note: This schedule is preliminary and is subject to completion. The Administrative Agent shall review and confirm the completeness of this schedule, including all recording information and any modifications, amendments, or supplements to the foregoing instruments, prior to the Payoff Date. A complete schedule will be attached upon Greystone National Bank, N.A.'s final review and confirmation.
Drafted by Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, New York 10006 Document Reference: C&H Draft — June 21, 2024
Component | Amount
Outstanding Principal — Term Loan A | $280,142,819.16
Outstanding Principal — Term Loan B | $187,200,000.00
Total Outstanding Principal | $467,342,819.16
Accrued and Unpaid Interest (estimated through June 25, 2024) | $4,207,180.84
Prepayment Premium (0.50%) | $2,336,714.10
Other Fees and Expenses | $0.00
Aggregate Payoff Amount | $473,886,714.10
Lender | Pro Rata Share (%) | Allocated Payoff Amount
Greystone National Bank, N.A. | [__] | [__]
Harborview Lending Group | [__] | [__]
Cascade Federal Bank | [__] | [__]
Meriden Commercial Finance LLC | [__] | [__]
Total | 100.00% | $473,886,714.10
No. | Secured Party | Debtor | Filing Jurisdiction | Filing Date | Filing Number
1. | Greystone National Bank, N.A., as Administrative Agent | Verimark Hospitality Group Inc. | Delaware Secretary of State | March 15, 2021 | [__]
2. | Greystone National Bank, N.A., as Administrative Agent | VHG Properties Inc. | Delaware Secretary of State | March 15, 2021 | [__]
3. | Greystone National Bank, N.A., as Administrative Agent | Verimark Resort Holdings LLC | Delaware Secretary of State | March 15, 2021 | [__]
4. | Greystone National Bank, N.A., as Administrative Agent | Bayshore Hotel Management LLC | Florida Department of State | March 15, 2021 | [__]
5. | Greystone National Bank, N.A., as Administrative Agent | Verimark Capital Holdings LLC | Delaware Secretary of State | March 15, 2021 | [__]
6. | Greystone National Bank, N.A., as Administrative Agent | Pinnacle Lodging Enterprises Inc. | Delaware Secretary of State | March 15, 2021 | [__]
No. | Instrument | Grantor / Trustor | Property Jurisdiction | Recording Date | Book / Page or Instrument No.
1. | Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing | VHG Properties Inc. | Miami-Dade County, Florida | March 17, 2021 | [__]
2. | Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing | VHG Properties Inc. | Broward County, Florida | March 17, 2021 | [__]
3. | Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing | Verimark Resort Holdings LLC | Clark County, Nevada | March 17, 2021 | [__]
4. | Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing | Verimark Resort Holdings LLC | New York County, New York | March 18, 2021 | [__]
5. | Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing | Verimark Resort Holdings LLC | Los Angeles County, California | March 18, 2021 | [__]

[DRAFT — Prepared by Calderwood & Harkness LLP for review and execution by Greystone National Bank, N.A.]

GREYSTONE NATIONAL BANK, N.A.

SIGNATURE PAGE TO PAYOFF LETTER

ACKNOWLEDGMENT AND AGREEMENT

VERIMARK HOSPITALITY GROUP INC.

EXHIBIT A

LENDER ALLOCATION OF PAYOFF AMOUNT

EXHIBIT B

LIST OF UCC FINANCING STATEMENTS AND RECORDED LIENS TO BE RELEASED

Record

Parties

Dates

Amounts