Extract to table

a corporation organized under the laws of the State of Delaware (EIN: 82-3741956; Delaware File Number: 7291843), with its principal executive offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433, and whose common equity is publicly traded on the New York Stock Exchange under the ticker symbol "VMRK", has requested that the Lenders extend credit to the Borrower in the form of term loans in an aggregate principal amount of $700,000,000; WHEREAS, the proceeds of such Term Loans shall be used by the Borrower to (i) refinance in full the existing $625,000,000 Term Loan B facility (CUSIP: 92347LAA0) for which Greystone Federal Credit Corp

Adjusted EBITDA shall be determined for the applicable trailing four fiscal quarter period on a Pro Forma Basis

75% per annum; provided that such Applicable Margin shall be subject to adjustment in accordance with the Most Favored Nation Provision set forth in Section 2

"Benchmark Replacement" means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (1) Daily Simple SOFR plus the applicable Benchmark Replacement Adjustment; and (2) the sum of (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to then-prevailing market convention for syndicated leveraged loans in the United States at such time and (ii) the applicable Benchmark Replacement Adjustment; provided that such Benchmark Replacement shall be determined in a manner consistent with ARRC-recommended hardwired fallback language to the extent then applicable and practicable

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close; provided that, when used in connection with any SOFR-related determination, the term "Business Day" shall also exclude any day that is not a U

"Change of Control" means the occurrence of any of the following: (a) any "person" or "group" (within the meaning of the Securities Exchange Act of 1934) shall acquire beneficial ownership of more than 50% of the voting Equity Interests of the Borrower; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither nominated by the board of directors of the Borrower nor appointed by directors so nominated; or (c) the Borrower shall cease to own, directly or indirectly, 100% of the Equity Interests of each Guarantor, except as otherwise permitted by this Agreement