CLOSING BINDER

CLOSING BINDER
INDEX AND TABLE OF CONTENTS
$700,000,000 SENIOR SECURED TERM LOAN B CREDIT FACILITY
dated as of
July 21, 2022
among
VERIMARK HOSPITALITY GROUP INC. as Borrower
THE GUARANTORS PARTY THERETO
CRESCENT HARBOR BANK, NATIONAL ASSOCIATION as Administrative Agent and Collateral Agent
and
THE LENDERS PARTY THERETO
Compiled by:
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, New York 10006
Engagement Number: 1016-00009 Crescent Harbor Loan Number: CHB-LF-2022-07814 CUSIP: 92347LAB8
Closing Date: July 21, 2022 Post-Closing Completion Date: August 5, 2022
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INTRODUCTORY NOTE
This closing binder contains copies of the executed transaction documents, certificates, legal opinions, corporate authorizations, security documents, lien filings, and related materials delivered in connection with the $700,000,000 Senior Secured Term Loan B Credit Facility (the "Facility"), dated as of July 21, 2022 (the "Closing Date"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower" or "VHG"), the Guarantors party thereto, Crescent Harbor Bank, National Association ("Crescent Harbor" or "CHB"), in its capacity as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto (collectively, the "Lenders"), pursuant to that certain Credit Agreement dated as of July 21, 2022 (the "Credit Agreement").
The Facility was entered into to refinance in full the existing $625,000,000 Senior Secured Term Loan B credit facility (the "Existing TLB"), CUSIP 92347LAA0, originally dated as of February 14, 2020, among Verimark Hospitality Group Inc. as borrower, Greystone Federal Credit Corp. as administrative agent and collateral agent, and the lenders party thereto. As of the Closing Date, the outstanding principal amount under the Existing TLB was $621,875,000 (reflecting $3,125,000 in scheduled amortization payments), together with accrued and unpaid interest and applicable prepayment premium. The Existing TLB was repaid in full on July 21, 2022, and all liens securing obligations under the Existing TLB have been released and terminated.
Key Financial Terms of the Facility. For reference purposes, the principal financial and structural terms of the Facility are summarized as follows:
•  Interest Rate: Adjusted Term SOFR plus 375 basis points per annum.
•  SOFR Floor: 0.50%.
•  Maturity Date: July 21, 2029.
•  Amortization: 1.00% per annum of the original aggregate principal amount of the Facility ($1,750,000 per quarter), with the remaining balance due at maturity.
•  Original Issue discount (OID): 1.00% ($7,000,000).
•  Financial Covenant: Springing maximum total net leverage ratio of 4.50x, tested on a consolidated basis.
•  Most Favored Nation Provision: 50 basis point threshold, with an 18-month sunset through January 21, 2024.
•  Repricing Protection: 1.00% soft call premium applicable to voluntary prepayments and repricings within a 6-month period following the Closing Date (through January 21, 2023).
Organization of This Binder. The documents contained in this closing binder are organized sequentially by tab number, as set forth in the index below. Original executed copies of all documents are maintained separately in the offices of Calderwood & Harkness LLP. Unless otherwise specifically indicated, the documents contained in this closing binder are conformed copies, reflecting all signatures, exhibits, schedules, and annexes as delivered at or prior to closing. Where a document was delivered after the Closing Date in satisfaction of post-closing requirements, the date of delivery is noted. Post-closing items were due on or before August 5, 2022, and delivery of all such items has been confirmed.
Distribution. Copies of this closing binder have been distributed to the following parties:
1.  Verimark Hospitality Group Inc. — Attn: Priya Narayanan, General Counsel & Corporate Secretary
2.  Crescent Harbor Bank, N.A. — Attn: Theodore Marchetti, Managing Director, and Anika Holm, Director
3.  Whitfield Gage & Partridge LLP — Attn: Harrison Whitfield III, Partner, and Megan Yeung, Partner
4.  Each Syndicate Lender (as listed in the Distribution List at the end of this index)
TAB-BY-TAB INDEX
TAB 1 — CREDIT AGREEMENT AND AMENDMENTS
Tab 1.1 — Credit Agreement — Execution Version
Credit Agreement, dated as of July 21, 2022 (the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (as Borrower), the Guarantors party thereto (as identified in the Guarantee Agreement referenced under Tab 5.1 below), Crescent Harbor Bank, National Association (as Administrative Agent and Collateral Agent), and the Lenders from time to time party thereto, providing for a $700,000,000 Senior Secured Term Loan B Credit Facility. The Credit Agreement sets forth the terms and conditions governing the making, repayment, and administration of the Term Loans, including representations and warranties, affirmative and negative covenants, events of default, and related provisions. The Credit Agreement is governed by the laws of the State of New York (without regard to conflicts of law principles other than Section 5-1401 of the New York General Obligations Law). The Credit Agreement consists of approximately 185 pages, exclusive of schedules and exhibits.
Tab 1.2 — Schedules to the Credit Agreement
All schedules to the Credit Agreement, as set forth in the execution version delivered on the Closing Date, including without limitation the following:
•  Schedule 1.1(a) — Lender Commitments and Pro Rata Shares
•  Schedule 1.1(b) — Existing Indebtedness
•  Schedule 1.1(c) — Existing Liens
•  Schedule 1.1(d) — Existing Investments
•  Schedule 3.1 — Organization and Qualification
•  Schedule 3.4 — Subsidiaries
•  Schedule 3.6 — Litigation
•  Schedule 3.8 — Taxes
•  Schedule 3.9 — Employee Benefits / ERISA
•  Schedule 3.13 — Intellectual Property
•  Schedule 3.14 — Insurance
•  Schedule 3.17 — Real Property
•  Schedule 3.18 — Environmental Matters
•  Schedule 3.19 — Labor Matters
•  Schedule 5.12 — Post-Closing Obligations
•  Schedule 6.1 — Existing Indebtedness (Permitted)
•  Schedule 6.2 — Existing Liens (Permitted)
•  Schedule 6.4 — Existing Investments (Permitted)
Tab 1.3 — Exhibits to the Credit Agreement
All exhibits to the Credit Agreement, as set forth in the execution version delivered on the Closing Date, including without limitation the following:
•  Exhibit A — Form of Term Loan Note (Promissory Note)
•  Exhibit B — Form of Borrowing Request
•  Exhibit C — Form of Compliance Certificate
•  Exhibit D — Form of Assignment and Assumption Agreement (incorporating LSTA standard terms for par/near-par term loan trades, as published by the Loan Syndications and Trading Association)
•  Exhibit E — Form of Prepayment Notice
•  Exhibit F — Form of Increasing Lender Supplement
•  Exhibit G — Form of Intercompany Note
•  Exhibit H — Form of Solvency Certificate
•  Exhibit I — Form of Perfection Certificate
•  Exhibit J — Form of Post-Closing Letter Agreement
TAB 2 — COMMITMENT LETTER AND FEE ARRANGEMENTS
Tab 2.1 — Commitment Letter — Execution Version
Commitment Letter, dated as of May 27, 2022, between Verimark Hospitality Group Inc. and Crescent Harbor Bank, National Association, pursuant to which Crescent Harbor committed to arrange and provide the $700,000,000 Senior Secured Term Loan B Credit Facility on the terms and subject to the conditions set forth therein and in the attached Term Sheet. The Commitment Letter includes customary conditions precedent to funding, market flex provisions (as further described in the confidential Syndication Flex Letter referenced at Tab 2.3 below), and representations of the Borrower regarding the accuracy of information provided to the arranger. The Term Sheet is attached as Exhibit A to the Commitment Letter.
Tab 2.2 — Fee Letter — Execution Version
Fee Letter, dated as of May 27, 2022, between Verimark Hospitality Group Inc. and Crescent Harbor Bank, National Association, setting forth the fees payable by VHG in connection with the Facility, including the following:
•  Arrangement Fee: 0.50% of the aggregate principal amount of the Facility ($3,500,000), payable in full on the Closing Date.
•  Annual Administrative Agent Fee: $150,000 per annum, payable in advance on the Closing Date and on each anniversary thereof during the term of the Facility.
•  Original Issue discount (OID): 1.00% of the aggregate principal amount of the Facility ($7,000,000), reflected as a discount on the initial funding of the Term Loans on the Closing Date (net funding of $693,000,000).
The Fee Letter is subject to confidentiality restrictions and is not included in the generally distributed version of this closing binder. Distribution is limited to VHG, Crescent Harbor Bank, N.A., Calderwood & Harkness LLP, and Whitfield Gage & Partridge LLP.
Tab 2.3 — Letter Agreement — Syndication Flex Provisions
Letter Agreement regarding Syndication Flex Provisions, dated as of May 27, 2022, between Verimark Hospitality Group Inc. and Crescent Harbor Bank, National Association, setting forth the arranger's right to modify certain terms of the Facility (including pricing, structure, and other terms) in connection with the primary syndication process. This letter agreement is strictly confidential and subject to limited distribution. Copies have been provided only to VHG (Attn: Priya Narayanan), Crescent Harbor Bank, N.A. (Attn: Theodore Marchetti), and respective outside counsel. This document is not included in closing binders distributed to syndicate lenders.
TAB 3 — CORPORATE AUTHORIZATIONS — BORROWER
Tab 3.1 — VHG Board Resolutions — Authorizing Refinancing
Resolutions of the Board of Directors of Verimark Hospitality Group Inc., adopted at a special meeting of the Board held on May 12, 2022, authorizing the entry into, execution, delivery, and performance of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, and all related loan documents, and authorizing the incurrence of up to $700,000,000 in indebtedness under the Facility and the application of the proceeds thereof to refinance the Existing TLB, pay related transaction fees and expenses, and fund the Borrower's general corporate purposes. The resolutions further authorize Marcus Delvecchio (Chief Executive Officer), Renata Haines (Chief Financial Officer), Priya Narayanan (General Counsel & Corporate Secretary), and Glenn Fischbach (Treasurer) to execute and deliver the loan documents and to take all actions necessary or advisable in connection with the closing. Certified copy enclosed, certified by Priya Narayanan as Corporate Secretary.
Tab 3.2 — Omnibus Secretary's Certificate — VHG and Guarantor Subsidiaries
Omnibus Secretary's Certificate, dated as of July 21, 2022, executed by Priya Narayanan in her capacity as Corporate Secretary of Verimark Hospitality Group Inc. and authorized signatory of each Guarantor entity, certifying organizational documents, board or member resolutions (as applicable), and incumbency of authorized signatories for each of the following entities:
1.  Verimark Hospitality Group Inc. — a corporation organized and existing under the laws of the State of Delaware.
2.  Verimark Resort Properties LLC — a limited liability company organized and existing under the laws of the State of Delaware.
3.  VHG Management Services Inc. — a corporation organized and existing under the laws of the State of Delaware.
4.  Verimark Convention Holdings LLC — a limited liability company organized and existing under the laws of the State of Delaware.
5.  Palmetto Beachfront Hotels LLC — a limited liability company organized and existing under the laws of the State of Florida.
6.  Cascadia Hospitality Corp. — a corporation organized and existing under the laws of the State of Delaware.
The certificate attaches, as exhibits thereto, true, correct, and complete copies of: (a) the certificate of incorporation or certificate of formation (as applicable) of each entity; (b) the bylaws or operating agreement (as applicable) of each entity, each as in effect on the Closing Date; (c) the board resolutions or member resolutions (as applicable) authorizing the transactions; and (d) incumbency information and specimen signatures of authorized officers or managers.
Tab 3.3 — Incumbency Certificate — VHG Officers
Incumbency Certificate, dated as of July 21, 2022, certifying the names, titles, and specimen signatures of the officers of Verimark Hospitality Group Inc. authorized to execute and deliver the Credit Agreement and related loan documents on behalf of VHG, including the following individuals:
Tab 3.4 — Certificates of Good Standing
Certificates of good standing or certificates of status (as applicable under the laws of the relevant jurisdiction), dated within thirty (30) days of the Closing Date, for each of the following entities:
•  Verimark Hospitality Group Inc. — Certificate of Good Standing from the Delaware Secretary of State, File No. 7291843.
•  Verimark Hospitality Group Inc. — Certificate of Good Standing (Foreign Qualification) from the Florida Department of State.
•  Verimark Resort Properties LLC — Certificate of Good Standing from the Delaware Secretary of State.
•  VHG Management Services Inc. — Certificate of Good Standing from the Delaware Secretary of State.
•  Verimark Convention Holdings LLC — Certificate of Good Standing from the Delaware Secretary of State.
•  Palmetto Beachfront Hotels LLC — Certificate of Good Standing from the Florida Department of State.
•  Cascadia Hospitality Corp. — Certificate of Good Standing from the Delaware Secretary of State.
Tab 3.5 — Certificate of Incorporation / Formation Documents (Certified Copies)
Certified copies of the organizational formation documents for each of the Borrower and Guarantors, as filed with the applicable Secretary of State or Department of State, including all amendments thereto through the Closing Date:
•  Certificate of Incorporation — Verimark Hospitality Group Inc., filed with the Delaware Secretary of State.
•  Certificate of Formation — Verimark Resort Properties LLC, filed with the Delaware Secretary of State.
•  Certificate of Incorporation — VHG Management Services Inc., filed with the Delaware Secretary of State.
•  Certificate of Formation — Verimark Convention Holdings LLC, filed with the Delaware Secretary of State.
•  Articles of Organization — Palmetto Beachfront Hotels LLC, filed with the Florida Department of State.
•  Certificate of Incorporation — Cascadia Hospitality Corp., filed with the Delaware Secretary of State.
Tab 3.6 — Bylaws / Operating Agreements (Certified Copies)
Certified copies of the bylaws or operating agreements (as applicable) for each of the Borrower and Guarantors, each as in full force and effect as of the Closing Date:
•  Amended and Restated Bylaws — Verimark Hospitality Group Inc.
•  Amended and Restated Operating Agreement — Verimark Resort Properties LLC.
•  Amended and Restated Bylaws — VHG Management Services Inc.
•  Operating Agreement — Verimark Convention Holdings LLC.
•  Operating Agreement — Palmetto Beachfront Hotels LLC.
•  Amended and Restated Bylaws — Cascadia Hospitality Corp.
Each set of bylaws or operating agreement has been certified by the Corporate Secretary or authorized manager of the respective entity as being true, correct, and complete as of the Closing Date, with no amendments or modifications pending.
TAB 4 — CLOSING CERTIFICATES
Tab 4.1 — Officer's Closing Certificate — VHG
Officer's Closing Certificate, dated as of July 21, 2022, executed by Renata Haines, Chief Financial Officer, and Priya Narayanan, General Counsel & Corporate Secretary, of Verimark Hospitality Group Inc., delivered in satisfaction of the conditions precedent set forth in Section 4.1 of the Credit Agreement, certifying that:
(a) all conditions precedent to the initial borrowing under the Credit Agreement have been satisfied or waived as of the Closing Date;
(b) the representations and warranties of the Borrower and each Guarantor set forth in the Credit Agreement and the other loan documents are true and correct in all material respects (or, in the case of representations and warranties qualified by materiality, in all respects) as of the Closing Date, with the same effect as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct as of such earlier date);
(c) no Default or Event of Default has occurred and is continuing as of the Closing Date, or would result from the initial borrowing or the application of the proceeds thereof; and
(d) since December 31, 2021, no event or circumstance has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect with respect to the Borrower and its subsidiaries, taken as a whole.
Tab 4.2 — Solvency Certificate
Solvency Certificate, dated as of July 21, 2022, executed by Renata Haines, Chief Financial Officer of Verimark Hospitality Group Inc., delivered in satisfaction of Section 4.1(e) of the Credit Agreement, certifying the solvency of VHG and its subsidiaries on a consolidated basis after giving pro forma effect to the incurrence of the $700,000,000 Term Loan B, the repayment in full of the existing $621,875,000 Greystone facility (together with accrued interest and prepayment premium), and the payment of all fees and expenses in connection with the refinancing transaction. The certificate provides that, as of the Closing Date and after giving effect to the foregoing transactions:
(a) the fair value of the assets of the Borrower and its subsidiaries, on a consolidated basis, exceeds their total liabilities (including contingent, subordinated, and unliquidated liabilities);
(b) the present fair saleable value of the assets of the Borrower and its subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability on their existing debts (including contingent, subordinated, and unliquidated liabilities) as such debts become absolute and matured;
(c) the Borrower and its subsidiaries, on a consolidated basis, are able to pay their debts and other liabilities (including contingent, subordinated, and unliquidated liabilities) as such debts and liabilities become due and payable; and
(d) the Borrower and its subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business or transactions for which the remaining assets of the Borrower and its subsidiaries would constitute unreasonably small capital.
Tab 4.3 — Compliance Certificate — Initial Delivery
Compliance Certificate, dated as of July 21, 2022, delivered in substantially the form of Exhibit C to the Credit Agreement, certifying pro forma compliance with the springing financial covenant set forth in Section 6.12 of the Credit Agreement, specifically the maximum total net leverage ratio of 4.50 to 1.00. The certificate demonstrates the following pro forma calculations as of the Closing Date:
Total Debt of $1,100,000,000 is comprised of the $700,000,000 Term Loan B under the Credit Agreement and $400,000,000 in revolving credit facility borrowings (outstanding as of the Closing Date under the separate revolving credit agreement with Crescent Harbor Bank, N.A. as administrative agent).
Tab 4.4 — Perfection Certificate
Perfection Certificate, dated as of July 21, 2022, executed by Verimark Hospitality Group Inc., delivered in satisfaction of the requirements of the Pledge and Security Agreement and relied upon by Crescent Harbor Bank, N.A. (as Collateral Agent) and the Lenders in connection with the perfection of security interests in the Collateral. The Perfection Certificate identifies, with respect to VHG and each Guarantor:
(a) exact legal names (as reflected in the organizational documents filed with the applicable Secretary of State);
(b) jurisdiction of organization and entity type;
(c) organizational identification numbers and EINs (VHG EIN: 82-3741956);
(d) chief executive offices and principal places of business (VHG: 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433);
(e) registered agents for service of process (VHG: Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801);
(f) prior legal names, trade names, and fictitious business names used during the preceding five (5) years;
(g) locations of tangible personal property (including equipment, inventory, and fixtures) and real property;
(h) deposit accounts and securities accounts;
(i) intellectual property (trademarks, patents, copyrights, and domain names);
(j) commercial tort claims, letter-of-credit rights, and chattel paper; and
(k) the identity of each Guarantor's equity holders and any pledged equity interests.
Tab 4.5 — Opinion Backup Certificate — VHG
Opinion Backup Certificate, dated as of July 21, 2022, executed by Priya Narayanan, General Counsel & Corporate Secretary of Verimark Hospitality Group Inc., providing certain factual representations, confirmations, and certifications relied upon by Calderwood & Harkness LLP in rendering the legal opinions delivered at closing (see Tab 9). The certificate addresses, among other matters, the absence of pending or threatened litigation that would affect the enforceability of the loan documents, the accuracy of information provided to opinion counsel, the absence of regulatory restrictions on VHG's entry into the loan documents, and other matters customarily addressed in opinion backup certificates for leveraged finance transactions.
TAB 5 — GUARANTEE AND SECURITY DOCUMENTS
Tab 5.1 — Guarantee Agreement — Execution Version
Guarantee Agreement, dated as of July 21, 2022, by and among the following entities (collectively, the "Guarantors") in favor of Crescent Harbor Bank, National Association, in its capacity as Administrative Agent for the benefit of the Secured Parties:
1.  Verimark Resort Properties LLC, a Delaware limited liability company;
2.  VHG Management Services Inc., a Delaware corporation;
3.  Verimark Convention Holdings LLC, a Delaware limited liability company;
4.  Palmetto Beachfront Hotels LLC, a Florida limited liability company; and
5.  Cascadia Hospitality Corp., a Delaware corporation.
Pursuant to the Guarantee Agreement, each Guarantor unconditionally and irrevocably guarantees the full and punctual payment and performance of all Obligations (as defined in the Credit Agreement) of the Borrower under the Credit Agreement and the other loan documents. The guarantee is a continuing guarantee of payment and not merely of collection. The Guarantee Agreement includes customary provisions regarding waivers, subrogation, reinstatement, and subordination of claims. The Guarantee Agreement is governed by the laws of the State of New York.
Tab 5.2 — Pledge and Security Agreement — Execution Version
Pledge and Security Agreement, dated as of July 21, 2022, by and among Verimark Hospitality Group Inc. (as Borrower) and each of the Guarantors party thereto (collectively, the "Grantors"), in favor of Crescent Harbor Bank, National Association, in its capacity as Collateral Agent for the benefit of the Secured Parties, pursuant to which the Grantors grant to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in substantially all of their respective assets, including without limitation:
(a) 100% of the issued and outstanding equity interests in each domestic subsidiary of VHG and each Guarantor;
(b) 65% of the issued and outstanding voting equity interests in each first-tier foreign subsidiary (to the extent applicable);
(c) all accounts, accounts receivable, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles (including payment intangibles), goods, instruments, intellectual property (including trademarks, patents, copyrights, trade secrets, and domain names), inventory, investment property, letter-of-credit rights, and all proceeds and products of the foregoing; and
(d) all books and records related to the foregoing.
The Pledge and Security Agreement is governed by the laws of the State of New York. Perfection of security interests is effected through UCC filings (see Tab 7), control agreements, and other applicable methods.
Tab 5.3 — Amended and Restated Intercreditor Agreement — Execution Version
Amended and Restated Intercreditor Agreement, dated as of July 21, 2022, among Crescent Harbor Bank, National Association, in its capacity as administrative agent and collateral agent under the $700,000,000 Senior Secured Term Loan B Credit Facility (the "TLB Agent"), and Crescent Harbor Bank, National Association, in its capacity as administrative agent and collateral agent under the $400,000,000 Senior Secured Revolving Credit Facility (the "RCF Agent"), and acknowledged by VHG and the Guarantors. The Intercreditor Agreement governs the relative rights, priorities, and remedies of the Secured Parties under the Term Loan B and the Revolving Credit Facility with respect to the shared first-lien collateral. The Intercreditor Agreement provides for pari passu sharing of all first-lien collateral among the TLB Secured Parties and the RCF Secured Parties, establishes customary provisions regarding lien priority, rights of enforcement, standstill periods, application of proceeds from enforcement actions, insurance and condemnation proceeds, and related matters. The Intercreditor Agreement supersedes and replaces the prior Intercreditor Agreement dated February 14, 2020 entered into in connection with the Existing TLB. The Intercreditor Agreement is governed by the laws of the State of New York.
Tab 5.4 — IP Security Agreement
Intellectual Property Security Agreement, dated as of July 2022, by and among Verimark Hospitality Group Inc. and each of the Guarantors owning registered intellectual property, in favor of Crescent Harbor Bank, National Association, in its capacity as Collateral Agent for the benefit of the Secured Parties, granting a first-priority security interest in all registered trademarks, patents, and copyrights of VHG and the Guarantors (and applications therefor), as set forth in the schedules attached thereto. The IP Security Agreement was recorded with the United States Patent and Trademark Office and the United States Copyright Office in July 2022. Filing confirmation receipts are included.
TAB 6 — MORTGAGE AND REAL PROPERTY DOCUMENTS
Tab 6.1 — Form of Mortgage, Deed of Trust, Assignment of Leases and Rents, and Security Agreement
Master multi-state form of Mortgage, Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Mortgage Form"), used as the template for all mortgage filings in connection with the Facility, together with state-specific riders for each applicable jurisdiction. The Mortgage Form provides for the grant of a first-priority lien on the real property and related interests described therein, together with an assignment of all rents, leases, profits, and revenues arising from such real property, in favor of Crescent Harbor Bank, N.A., as Collateral Agent. The Mortgage Form includes customary provisions regarding insurance, condemnation, maintenance and repair obligations, environmental covenants, and remedies upon default.
Tab 6.2 — Mortgage — Florida Properties (Palmetto Beachfront Hotels LLC)
Mortgage, Assignment of Leases and Rents, and Security Agreement, in form and substance based on the Mortgage Form with Florida-specific modifications, dated as of July 21, 2022, by Palmetto Beachfront Hotels LLC, a Florida limited liability company, as mortgagor, in favor of Crescent Harbor Bank, National Association, as Collateral Agent, as mortgagee. This mortgage encumbers twelve (12) Florida coastal resort properties, as more particularly described in the legal descriptions attached as exhibits thereto. The mortgage was delivered on the Closing Date and recorded in the applicable county recording offices in the State of Florida during the post-closing period, with recording completed by August 5, 2022.
Tab 6.3 — Mortgage — New York Properties (Verimark Resort Properties LLC)
Mortgage, Assignment of Leases and Rents, and Security Agreement, dated as of July 21, 2022, by Verimark Resort Properties LLC, a Delaware limited liability company, as mortgagor, in favor of Crescent Harbor Bank, National Association, as Collateral Agent, as mortgagee. This mortgage encumbers six (6) New York hotel properties, as more particularly described in the legal descriptions attached as exhibits thereto. The mortgage includes applicable New York-specific provisions, including provisions relating to mortgage recording tax and New York Real Property Law requirements.
Tab 6.4 — Mortgage / Deed of Trust — California Properties (Verimark Resort Properties LLC)
Deed of Trust, Assignment of Leases and Rents, and Security Agreement, dated as of July 21, 2022, by Verimark Resort Properties LLC, a Delaware limited liability company, as trustor, to Continental Fidelity Title Company, as trustee, for the benefit of Crescent Harbor Bank, National Association, as Collateral Agent, as beneficiary. This deed of trust encumbers five (5) California hotel properties, as more particularly described in the legal descriptions attached as exhibits thereto. The deed of trust is in the form required under California law, employing a deed of trust structure with a third-party trustee (rather than a mortgage form), consistent with California Civil Code and California Civil Procedure requirements.
Tab 6.5 — Mortgages / Deeds of Trust — Other States
Mortgages, Deeds of Trust, Assignments of Leases and Rents, and Security Agreements (as applicable, based on the form of real property security instrument customary in each jurisdiction), dated as of July 21, 2022, by Verimark Resort Properties LLC and other Guarantors (as applicable), in favor of Crescent Harbor Bank, National Association, as Collateral Agent, covering hotel properties in the following states and numbers:
Together with the 12 Florida properties (Tab 6.2), the 6 New York properties (Tab 6.3), and the 5 California properties (Tab 6.4), a total of 42 hotel properties across 12 states are encumbered by mortgages or deeds of trust in favor of the Collateral Agent, with an aggregate appraised value of approximately $2,180,000,000 (based on independent appraisals obtained as of June 2022).
Tab 6.6 — Title Insurance Endorsement Instructions
Title Insurance Endorsement Instructions to Continental Fidelity Title Company (1221 Brickell Avenue, Suite 900, Miami, FL 33131), dated July 2022, issued by Calderwood & Harkness LLP on behalf of the Borrower and Crescent Harbor Bank, N.A. (as Collateral Agent), instructing the title insurer with respect to the issuance of mortgagee title insurance policies and customary endorsements for all 42 mortgaged properties. The instructions specify required endorsement forms, including zoning endorsements, survey endorsements, comprehensive endorsements, access endorsements, contiguity endorsements (where applicable), and any special state-specific endorsements.
Tab 6.7 — Mortgagee Title Insurance Policies and Endorsements
Mortgagee title insurance policies (ALTA 2006 Loan Policy form) issued by Continental Fidelity Title Company for each of the 42 mortgaged hotel properties, together with all required endorsements, insuring the first-priority lien of the mortgages and deeds of trust in favor of Crescent Harbor Bank, N.A. (as Collateral Agent). Aggregate insured amount corresponds to the allocated loan amounts for each property. Policies include customary exceptions and affirmative coverage consistent with the requirements of the Credit Agreement.
Tab 6.8 — Survey and Flood Certification Summary Memorandum
Survey and Flood Certification Summary Memorandum, dated July 2022, prepared by Calderwood & Harkness LLP, summarizing the results of ALTA/NSPS land title surveys and flood zone determinations obtained for all 42 mortgaged hotel properties. The memorandum identifies:
(a) any material survey matters, encroachments, or boundary discrepancies;
(b) the FEMA flood zone classification for each property (based on current Flood Insurance Rate Maps);
(c) identification of properties located within Special Flood Hazard Areas (SFHAs) requiring flood insurance under the National Flood Insurance Program; and
(d) confirmation of compliance with the Credit Agreement's flood insurance requirements for all applicable properties.
Tab 6.9 — Post-Closing Mortgage Recording Confirmation Letters
Post-Closing Mortgage Recording Confirmation Letters, dated August 2022, confirming the recording of all mortgages and deeds of trust in the applicable county recording offices in each of the 12 states in which the mortgaged hotel properties are located: Florida, New York, California, Texas, Georgia, Colorado, Arizona, Illinois, Washington, Oregon, Nevada, and Virginia. Each confirmation letter identifies the recording date, recording instrument number, book and page number (where applicable), and the county in which the mortgage or deed of trust was recorded. Recording of all 42 mortgages was completed within the post-closing period on or before August 5, 2022.
TAB 7 — UCC FILINGS AND LIEN MATTERS
Tab 7.1 — UCC-1 Financing Statements — Delaware Secretary of State
UCC-1 Financing Statements filed with the Delaware Secretary of State on July 21, 2022, naming the following entities as debtors:
1.  Verimark Hospitality Group Inc.
2.  Verimark Resort Properties LLC
3.  VHG Management Services Inc.
4.  Verimark Convention Holdings LLC
5.  Cascadia Hospitality Corp.
In each case, the secured party is Crescent Harbor Bank, National Association, in its capacity as Collateral Agent. The financing statements cover "all assets" of each debtor, in accordance with the Pledge and Security Agreement. Filing acknowledgment copies from the Delaware Secretary of State are included.
Tab 7.2 — UCC-1 Financing Statement — Florida Secured Transaction Registry
UCC-1 Financing Statement filed with the Florida Secured Transaction Registry on July 21, 2022, naming Palmetto Beachfront Hotels LLC as debtor and Crescent Harbor Bank, National Association, in its capacity as Collateral Agent, as secured party. The financing statement covers "all assets" of the debtor, in accordance with the Pledge and Security Agreement. Palmetto Beachfront Hotels LLC is organized under the laws of the State of Florida, and accordingly the UCC-1 was filed in Florida (rather than Delaware) consistent with UCC Section 9-307(e). Filing acknowledgment copy from the Florida Secured Transaction Registry is included.
Tab 7.3 — UCC-3 Amendments / Termination Statements
UCC-3 Financing Statement Amendments (Termination), filed on July 21, 2022, with the Delaware Secretary of State and the Florida Secured Transaction Registry (as applicable), terminating all existing UCC-1 financing statements previously filed in favor of Greystone Federal Credit Corp. in connection with the Existing TLB (original facility dated February 14, 2020; CUSIP 92347LAA0). The termination statements were filed in connection with the payoff and discharge of all obligations under the Existing TLB on the Closing Date. Filing acknowledgment copies are included.
Tab 7.4 — Lien Search Summary and Analysis
Lien Search Summary and Analysis, dated July 15, 2022, prepared by Calderwood & Harkness LLP based on UCC, federal tax lien, state tax lien, judgment lien, and litigation searches conducted in the following jurisdictions for Verimark Hospitality Group Inc. and all Guarantors:
•  Delaware Secretary of State (UCC search)
•  Florida Secured Transaction Registry (UCC search)
•  New York Department of State (UCC search)
•  California Secretary of State (UCC search)
•  United States District Court — Southern District of Florida (litigation and judgment search)
•  United States District Court — Southern District of New York (litigation and judgment search)
•  Internal Revenue Service (federal tax lien search — Delaware and Florida)
The analysis confirms that, as of the date of the searches: (a) the only existing UCC filings against VHG and the Guarantors are those in favor of Greystone Federal Credit Corp. (to be terminated at closing); (b) no federal or state tax liens are outstanding; (c) no judgment liens are outstanding; and (d) no pending litigation was identified that would give rise to an adverse lien on the Collateral. All Greystone liens have been authorized for termination and release in connection with the payoff and discharge of the Existing TLB (see Tab 8.4).
TAB 8 — PAYOFF AND DISCHARGE OF EXISTING FACILITY
Tab 8.1 — Payoff Letter — Greystone Federal Credit Corp.
Payoff Letter, finalized July 19, 2022, issued by Greystone Federal Credit Corp. (Marion Stillwell, Vice President, Agency Services; 200 Park Avenue South, 22nd Floor, New York, NY 10003), setting forth the total payoff amount required to satisfy all outstanding obligations under the Existing TLB (Credit Agreement dated February 14, 2020, CUSIP 92347LAA0) as of July 21, 2022, as follows:
The original principal amount of the Existing TLB was $625,000,000. The outstanding principal balance of $621,875,000 reflects $3,125,000 in scheduled amortization payments made during the term of the Existing TLB (1.00% per annum, quarterly payments). The payoff letter specifies that the total payoff amount is subject to per diem adjustments if the payoff date differs from July 21, 2022. The payoff letter includes wire transfer instructions for the payoff amount and provides for the release and termination of all liens, security interests, and guarantees upon receipt of the payoff funds.
Tab 8.2 — Wire Transfer Instructions — Payoff Funds Flow
Wire Transfer Instructions for the payoff of the Existing TLB, dated July 21, 2022, setting forth the wire transfer details for the payment to Greystone Federal Credit Corp., including the ABA routing number, account number, beneficiary name, and reference information. The wire was initiated on July 21, 2022, through the funds flow process described in the Funds Flow Memorandum (Tab 8.3).
Tab 8.3 — Funds Flow Memorandum
Funds Flow Memorandum, dated July 20, 2022, prepared by Calderwood & Harkness LLP in coordination with Crescent Harbor Bank, N.A. and Whitfield Gage & Partridge LLP, setting forth the sources and uses of the $700,000,000 Term Loan B proceeds and the mechanics of the closing funds flow. The memorandum details the following:
Sources:
Uses:
The Funds Flow Memorandum includes detailed wire transfer instructions for each payee, the sequence of wire transfers, and confirmation procedures. The memorandum was circulated to all parties for review and approval prior to execution.
Tab 8.4 — Lien Release and Termination Authorization — Greystone Federal Credit Corp.
Lien Release and Termination Authorization, dated as of July 21, 2022, executed by Greystone Federal Credit Corp. (Marion Stillwell, Vice President, Agency Services), authorizing Calderwood & Harkness LLP and/or any authorized party to file UCC-3 termination statements, mortgage releases, and all other instruments necessary to release and terminate all liens, security interests, and encumbrances previously granted in favor of Greystone Federal Credit Corp. in connection with the Existing TLB. The authorization covers all UCC financing statements (Delaware and Florida), all recorded mortgages and deeds of trust in each applicable jurisdiction, all IP security interest filings, and all other security documents. The authorization becomes effective upon Greystone's receipt of the payoff funds in full.
Tab 8.5 — Confirmation of Payoff and Release Letter — Greystone Federal Credit Corp.
Confirmation of Payoff and Release Letter, dated July 22, 2022, from Greystone Federal Credit Corp. (Marion Stillwell, Vice President, Agency Services), addressed to Verimark Hospitality Group Inc. and Crescent Harbor Bank, N.A., confirming: (a) receipt of the payoff funds in the total amount of $627,916,667 on July 21, 2022; (b) the full and final satisfaction and discharge of all obligations of VHG and the Guarantors under the Existing TLB credit agreement (CUSIP 92347LAA0, originally dated February 14, 2020); and (c) the release and termination of all liens, security interests, guarantees, and other credit support previously granted in connection with the Existing TLB. Greystone further confirms that it has no further claims against VHG or the Guarantors in connection with the Existing TLB.
TAB 9 — LEGAL OPINIONS
Tab 9.1 — Legal Opinion — Calderwood & Harkness LLP (Borrower's Counsel Opinion)
Legal Opinion of Calderwood & Harkness LLP, dated July 21, 2022, addressed to Crescent Harbor Bank, National Association (as Administrative Agent and Collateral Agent for the benefit of the Lenders) and each of the Lenders party to the Credit Agreement, delivered in satisfaction of Section 4.1(f) of the Credit Agreement. The opinion covers, with respect to Verimark Hospitality Group Inc. and each of the Guarantors:
(a) due organization and valid existence under the laws of each entity's jurisdiction of organization;
(b) power and authority to enter into, execute, deliver, and perform its obligations under the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the Intercreditor Agreement, and each other loan document to which it is a party;
(c) due authorization by all necessary corporate or limited liability company action;
(d) due execution and delivery of each loan document;
(e) enforceability of each loan document against each entity in accordance with its terms (subject to customary qualifications and exceptions);
(f) no conflict with organizational documents, applicable law, or material contractual obligations;
(g) no governmental approvals, consents, or filings required in connection with the execution, delivery, and performance of the loan documents (other than UCC filings, mortgage recordings, IP security agreement filings, and other filings expressly contemplated by the loan documents); and
(h) such other matters as are customary in legal opinions for leveraged finance transactions of this nature.
The opinion is subject to customary assumptions, qualifications, and limitations, including qualifications for bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally, and for general principles of equity (whether considered in a proceeding in equity or at law). The opinion is governed by and construed in accordance with the laws of the State of New York.
Tab 9.2 — Enforceability Opinion — New York Law
Enforceability Opinion of Calderwood & Harkness LLP, dated July 21, 2022, addressed to Crescent Harbor Bank, National Association (as Administrative Agent and Collateral Agent) and each of the Lenders, specifically addressing the enforceability under the laws of the State of New York of the following loan documents:
(a) the Credit Agreement;
(b) the Guarantee Agreement;
(c) the Pledge and Security Agreement; and
(d) the Amended and Restated Intercreditor Agreement.
The opinion confirms that each of the foregoing documents constitutes the legal, valid, and binding obligation of each party thereto, enforceable in accordance with its respective terms, subject to customary bankruptcy, insolvency, fraudulent conveyance, and equitable principles qualifications, as well as limitations imposed by law relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Tab 9.3 — Local Counsel Opinions (Mortgage Jurisdictions)
Reserved. This tab is reserved for local counsel opinions, if applicable, relating to the enforceability of mortgage and deed of trust instruments, the creation and perfection of mortgage liens, and title and real property matters in each of the 12 states in which the mortgaged hotel properties are located (Florida, New York, California, Texas, Georgia, Colorado, Arizona, Illinois, Washington, Oregon, Nevada, and Virginia). Local counsel opinions were not required as a condition precedent to closing under the Credit Agreement, but certain local counsel confirmations may be obtained on a post-closing basis to the extent requested by the Collateral Agent.
TAB 10 — PROMISSORY NOTES AND BORROWING DOCUMENTS
Tab 10.1 — Form of Term Loan Note (Promissory Note)
Form of Term Loan Note (Promissory Note), dated July 21, 2022, in substantially the form attached as Exhibit A to the Credit Agreement, evidencing VHG's unconditional obligation to repay the Term Loans made by each Lender, together with interest thereon, in accordance with the terms of the Credit Agreement. Individual promissory notes were issued to each Lender requesting delivery of a note, in the principal amount of such Lender's Term Loan commitment. The form note includes standard provisions regarding interest rates, payment dates, maturity, prepayment, default interest, and cross-references to the Credit Agreement for additional terms and conditions.
Tab 10.2 — Borrowing Request — Initial Drawdown
Borrowing Request, dated July 21, 2022, from Verimark Hospitality Group Inc. (executed by Renata Haines, Chief Financial Officer) to Crescent Harbor Bank, National Association (as Administrative Agent), requesting the initial drawdown of the full $700,000,000 aggregate principal amount of the Term Loan B on the Closing Date. The Borrowing Request specifies a one (1) month interest period, with the initial interest period commencing on July 21, 2022, based on Adjusted Term SOFR. The Borrowing Request certifies that all conditions precedent to the initial borrowing under the Credit Agreement have been satisfied or waived and that no Default or Event of Default exists as of the date of the request.
Tab 10.3 — Administrative Agent Notice Designations
Administrative Agent Notice Designations, dated July 21, 2022, providing the contact information for notices and communications under the Credit Agreement, including:
Administrative Agent: Crescent Harbor Bank, National Association 600 Lexington Avenue, 34th Floor New York, NY 10022
Attn: Theodore Marchetti, Managing Director; Anika Holm, Director
Telephone: (212) 555-8400
Email: tmarchetti@crescentharbor.com; aholm@crescentharbor.com
Borrower: Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, FL 33433
Attn: Priya Narayanan, General Counsel & Corporate Secretary
Telephone: (561) 555-2200
Email: pnarayanan@verimarkhotels.com
With a copy to: Renata Haines, Chief Financial Officer Telephone: (561) 555-2201
Email: rhaines@verimarkhotels.com
Borrower's Counsel: Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Attn: Ian Blackwood, Partner; Sophie Tremblay, Associate
Telephone: (212) 555-6100
Email: iblackwood@calderwoodharkness.com; stremblay@calderwoodharkness.com
Notice designations for each individual Lender are set forth in the Lender Accession / Joinder Agreements and are on file with the Administrative Agent.
TAB 11 — SYNDICATION AND LENDER DOCUMENTS
Tab 11.1 — Syndication Allocation Summary
Syndication Allocation Summary, dated June 30, 2022, prepared by Crescent Harbor Bank, N.A. (as sole lead arranger and sole bookrunner), setting forth the final syndication allocations for the $700,000,000 Senior Secured Term Loan B Credit Facility:
The syndication was fully subscribed and closed prior to the Closing Date. Crescent Harbor Bank, N.A. retained $50,000,000 of the total $700,000,000 commitment.
Tab 11.2 — Lender Accession / Joinder Agreements — Executed
Lender Accession Agreements (also referred to as Joinder Agreements), dated as of various dates in July 2022, executed by each of the following syndicate lenders, evidencing such lender's agreement to be bound by and to assume its respective obligations under the Credit Agreement as a "Lender" thereunder:
1.  Ridgeline Capital Partners, LP — Commitment: $125,000,000
2.  Beacon Atlantic Credit Fund III — Commitment: $100,000,000
3.  Tidewater Institutional Investors, Inc. — Commitment: $75,000,000
4.  Ironbridge Loan Management LLC — Commitment: $100,000,000
5.  Northway Savings Bank — Commitment: $75,000,000
6.  Copperleaf Asset Management, LP — Commitment: $100,000,000
7.  Harborview Mutual Life Insurance Company — Commitment: $75,000,000
Each Lender Accession Agreement was countersigned by Crescent Harbor Bank, N.A. (as Administrative Agent) and acknowledged by Verimark Hospitality Group Inc. (as Borrower). Each agreement includes the lender's representations regarding its status as a sophisticated institutional investor, confirmation of receipt of the Credit Agreement and related documents, and agreement to the terms thereof.
Tab 11.3 — Lender Commitment Confirmations
Individual Lender Commitment Confirmations, delivered by each syndicate lender to Crescent Harbor Bank, N.A. (as Administrative Agent) and VHG (as Borrower), confirming such lender's binding commitment to fund its allocated share of the Term Loan B on the Closing Date, subject to satisfaction of the conditions precedent set forth in the Credit Agreement. Confirmations were received from all seven syndicate lenders prior to the Closing Date.
TAB 12 — INSURANCE CERTIFICATES
Tab 12.1 — Insurance Certificate Review Memorandum
Insurance Certificate Review Memorandum, dated July 19, 2022, prepared by Calderwood & Harkness LLP, summarizing the results of the review of insurance certificates delivered by VHG in satisfaction of Section 4.1(h) and Section 5.5 of the Credit Agreement. The memorandum confirms that VHG and the Guarantors maintain insurance coverage satisfying the requirements of the Credit Agreement, including:
(a) Property Insurance: All-risk property insurance covering all 74 hotel properties in VHG's portfolio (including the 42 mortgaged properties), with coverage limits consistent with replacement cost valuations. The portfolio has an aggregate appraised value of approximately $3,100,000,000.
(b) Casualty and Liability Insurance: Commercial general liability, excess/umbrella liability, automobile liability, and workers' compensation insurance, in each case with coverage amounts and deductibles consistent with the requirements of the Credit Agreement and customary for companies operating in the hospitality industry.
(c) Flood Insurance: National Flood Insurance Program (NFIP) and/or private flood insurance for all properties located in Special Flood Hazard Areas, as identified in the Survey and Flood Certification Summary Memorandum (Tab 6.8).
(d) Loss Payee / Additional Insured Designations: Crescent Harbor Bank, N.A. (as Collateral Agent) has been named as mortgagee and loss payee on all property insurance policies covering the mortgaged properties, and as additional insured on all liability policies, in each case as required by the Credit Agreement and the mortgage instruments.
(e) Earthquake and Windstorm Insurance: Supplemental earthquake coverage for California properties and windstorm/named storm coverage for Florida and Gulf Coast properties, in each case with deductibles and coverage limits consistent with the requirements of the Credit Agreement.
Tab 12.2 — Certificates of Insurance
Certificates of Insurance (ACORD forms) compiled for all covered properties and all lines of coverage, issued by VHG's insurance brokers and carriers, reflecting the insurance policies in effect as of the Closing Date. Certificates identify Crescent Harbor Bank, N.A. (as Collateral Agent) as additional insured and/or loss payee, as applicable. The certificates are organized by property and by line of coverage.
TAB 13 — TAX MATTERS
Tab 13.1 — Tax Opinion Memorandum — OID and AHYDO Analysis
Tax Opinion Memorandum, dated July 18, 2022, prepared by Leonard Cross, Tax Specialist Partner, Calderwood & Harkness LLP, addressed to Verimark Hospitality Group Inc. (Attn: Renata Haines, Chief Financial Officer), analyzing the federal income tax treatment of the $7,000,000 Original Issue discount (OID) on the $700,000,000 Senior Secured Term Loan B. The memorandum addresses the following matters:
(a) OID Characterization: The 1.00% discount ($7,000,000) on the initial funding of the Term Loan B constitutes "original issue discount" for federal income tax purposes under Sections 1271 through 1275 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder. The OID is required to be amortized and deducted by VHG over the term of the Facility using the constant yield method.
(b) AHYDO Analysis: The memorandum analyzes whether the Term Loan B constitutes an "applicable high yield discount obligation" (AHYDO) within the meaning of Section 163(i) of the Code. Based on the terms of the Facility (including the stated interest rate, the OID amount, and the scheduled amortization), the memorandum concludes that the Term Loan B does not constitute an AHYDO because: (i) the yield to maturity does not exceed the applicable federal rate (AFR) plus five percentage points, and (ii) the instrument does not have "significant original issue discount" as defined in Section 163(i)(2) of the Code. Accordingly, VHG's ability to deduct OID and interest payments is not limited by the AHYDO provisions.
(c) Amortization Schedule: The memorandum provides a recommended OID amortization schedule for VHG's use in computing its federal income tax deductions over the term of the Facility, together with guidance on reporting requirements.
TAB 14 — POST-CLOSING DOCUMENTS
Tab 14.1 — Post-Closing Letter Agreement
Post-Closing Letter Agreement, dated as of July 21, 2022, between Verimark Hospitality Group Inc. and Crescent Harbor Bank, National Association (as Administrative Agent and Collateral Agent), setting forth the post-closing deliverables required to be delivered by VHG and the Guarantors on or before August 5, 2022 (the "Post-Closing Completion Date"), in satisfaction of Section 5.12 and Schedule 5.12 of the Credit Agreement. The post-closing items include:
(a) recorded mortgages and deeds of trust for all 42 hotel properties, with evidence of recording (recording stamps and recording information);
(b) mortgagee title insurance policies (ALTA 2006 Loan Policy form) issued by Continental Fidelity Title Company for all 42 mortgaged properties, together with all required endorsements;
(c) updated ALTA/NSPS land title surveys for all 42 mortgaged properties, certified to the Collateral Agent and the title insurer;
(d) flood zone certifications and evidence of flood insurance (where required) for all 42 mortgaged properties; and
(e) such other deliverables as specified in Schedule 5.12 to the Credit Agreement.
The Post-Closing Letter Agreement provides that failure to deliver any post-closing item by the Post-Closing Completion Date shall constitute an Event of Default under Section 7.1(d) of the Credit Agreement, subject to any applicable notice and cure period.
Tab 14.2 — Post-Closing Completion Certificate
Post-Closing Completion Certificate, dated August 5, 2022, executed by Priya Narayanan, General Counsel & Corporate Secretary of Verimark Hospitality Group Inc., certifying that all post-closing items required to be delivered pursuant to the Post-Closing Letter Agreement (Tab 14.1) and Schedule 5.12 of the Credit Agreement have been delivered in full on or prior to August 5, 2022, including:
(a) recorded mortgages and deeds of trust for all 42 hotel properties across 12 states, with recording confirmation letters evidencing proper recording in the applicable county recording offices;
(b) mortgagee title insurance policies from Continental Fidelity Title Company for all 42 mortgaged properties, together with all required endorsements, in the required insured amounts;
(c) updated surveys for all 42 mortgaged properties; and
(d) all other post-closing deliverables as specified in the Post-Closing Letter Agreement.
The certificate confirms that no default or event of default has occurred and is continuing as of August 5, 2022.
Tab 14.3 — Post-Closing Mortgage Recording Confirmation Letters
Cross-reference to Tab 6.9. Post-Closing Mortgage Recording Confirmation Letters, dated August 2022, confirming the recording of all mortgages and deeds of trust in the applicable county recording offices in Florida, New York, California, Texas, Georgia, Colorado, Arizona, Illinois, Washington, Oregon, Nevada, and Virginia.
TAB 15 — MISCELLANEOUS / CORRESPONDENCE
Tab 15.1 — Engagement Letter — Calderwood & Harkness LLP
Engagement Letter, dated April 8, 2022, from Calderwood & Harkness LLP to Verimark Hospitality Group Inc. (Attn: Priya Narayanan, General Counsel & Corporate Secretary), confirming the engagement of Calderwood & Harkness LLP to act as Borrower's counsel in connection with the refinancing of the Existing TLB and the negotiation, documentation, and closing of the new $700,000,000 Senior Secured Term Loan B Credit Facility. Key terms of the engagement include:
Tab 15.2 — Closing Agenda and Signature Pages Package
Closing Agenda, dated July 21, 2022, prepared by Calderwood & Harkness LLP, listing the sequence of execution, delivery, and funding steps for the simultaneous sign-and-close of the Facility on the Closing Date. The agenda includes identification of each document to be executed, the parties executing each document, the order of execution and delivery, wire transfer timing and sequence, confirmation of satisfaction of conditions precedent, and the final closing call protocol. The Signature Pages Package includes pre-signed and held signature pages for all loan documents, released upon confirmation of closing.
Tab 15.3 — Closing Checklist — Master
Master Closing Checklist (final version, updated through August 5, 2022), prepared by Calderwood & Harkness LLP, tracking the status of all conditions precedent, closing deliverables, and post-closing items. The checklist identifies each required document, the responsible party, the due date, the date delivered, and the status (delivered, waived, or outstanding). As of August 5, 2022, all items on the checklist have been marked as delivered and complete.
Tab 15.4 — Letter to VHG — Engagement Wrap-Up and Final Invoice Summary
Letter, dated August 8, 2022, from Ian Blackwood, Partner, Calderwood & Harkness LLP, to Priya Narayanan, General Counsel & Corporate Secretary, Verimark Hospitality Group Inc., confirming the successful completion of the refinancing transaction, delivery of all closing and post-closing items, and the closure of the engagement (Engagement No. 1016-00009). The letter includes a summary of the final invoice for professional services rendered and disbursements incurred in connection with the engagement, with a detailed invoice attached. The letter confirms that the matter status has been designated as closed/completed in Calderwood & Harkness's matter management system.
Tab 15.5 — KYC / AML Documentation Reference
Reference to VHG KYC (Know Your Customer) and AML (Anti-Money Laundering) Documentation Package, dated April 15, 2022, submitted by Verimark Hospitality Group Inc. to Crescent Harbor Bank, N.A. in satisfaction of the bank's customer due diligence and AML compliance requirements. The KYC package is maintained separately by Crescent Harbor Bank, N.A. in accordance with its internal compliance policies and is not included in this closing binder. The package includes beneficial ownership certifications, government-issued identification for authorized signatories, organizational charts, OFAC screening results, and other documentation required under applicable bank regulatory requirements, including the Bank Secrecy Act and FinCEN regulations.
KEY TRANSACTION SUMMARY TABLE
The following summary table is provided for quick reference purposes only.