post-closing-letter-agreement.docx

1021-00001 · Verimark Hospitality Group · Closing

post-closing-letter-agreement.docx DOCUMENT Finance & Banking

11 / 75 ← → ✕

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Telephone: (212) 848-7000 Facsimile: (212) 848-7100

July 21, 2022

POST-CLOSING LETTER AGREEMENT

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

Attention: Priya Narayanan, General Counsel & Corporate Secretary

Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent 600 Lexington Avenue, 34th Floor New York, New York 10022

Attention: Theodore Marchetti, Managing Director, Leveraged Finance

Ladies and Gentlemen:

Preamble / Recitals

Reference is made to that certain Credit Agreement, dated as of July 21, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Crescent Harbor Bank, National Association, in its capacity as Administrative Agent and Collateral Agent (the "Administrative Agent").

The Credit Agreement establishes a $700,000,000 Senior Secured Term Loan B facility (the "Term Loan B Facility") in favor of the Borrower, the proceeds of which are being used, among other purposes, to refinance the existing $625,000,000 Term Loan B facility with Greystone Federal Credit Corp. (CUSIP 92347LAA0) and to pay fees and expenses related thereto.

Pursuant to the Credit Agreement, the Borrower is required to deliver, as conditions subsequent to the closing of the Term Loan B Facility on the Closing Date, certain real property deliverables in connection with the perfection and priority of the Administrative Agent's security interest in the real property assets of the Borrower and the Guarantors. The parties acknowledge that, due to the number of jurisdictions involved and the complexity of the real property matters, it was not practicable to deliver all such real property deliverables on or prior to the Closing Date.

Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.

Reference is also made to each of the following agreements, each dated as of July 21, 2022 (collectively, with the Credit Agreement and this letter agreement, the "Operative Documents"):

(a) the Guarantee Agreement, dated as of July 21, 2022, made by the Guarantors in favor of the Administrative Agent for the benefit of the Secured Parties (the "Guarantee Agreement");

(b) the Pledge and Security Agreement, dated as of July 21, 2022, among the Borrower, the Guarantors, and the Administrative Agent (the "Pledge and Security Agreement"); and

(c) the Amended and Restated Intercreditor Agreement, dated as of July 21, 2022, among the Borrower, the Guarantors, the Administrative Agent (in its capacity as collateral agent for the Term Loan B Facility), and Crescent Harbor Bank, National Association (in its capacity as administrative agent under the existing $400,000,000 revolving credit facility) (the "Intercreditor Agreement").

The Guarantors party to this letter agreement are: (i) Verimark Resort Properties LLC, a Delaware limited liability company, (ii) VHG Management Services Inc., a Delaware corporation, (iii) Verimark Convention Holdings LLC, a Delaware limited liability company, (iv) Palmetto Beachfront Hotels LLC, a Florida limited liability company, and (v) Cascadia Hospitality Corp., a Washington corporation (collectively, the "Guarantors").

The parties hereto have agreed that certain post-closing deliverables, as more fully described in Section 1 hereof and set forth on Exhibit A attached hereto, shall be delivered after the Closing Date (July 21, 2022) but in no event later than the Post-Closing Deadline (as defined below), which is August 5, 2022 (i.e., fifteen (15) calendar days after the Closing Date), subject to any extension permitted under Section 3.2 hereof.

This Post-Closing Letter Agreement (this "Letter Agreement") sets forth the agreement of the parties with respect to such post-closing deliverables, the consequences of a failure to deliver such deliverables, and certain related matters.

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

Section 1: Post-Closing Deliverables

1.1 Mortgage Deliverables.

The Borrower shall, and shall cause each applicable Guarantor to, deliver to the Administrative Agent fully executed, notarized, and recordable mortgages, deeds of trust, assignments of leases and rents, and security agreements (collectively, the "Mortgages") covering the forty-two (42) hotel properties owned by the Guarantors and identified on Exhibit A hereto (the "Mortgaged Properties"), in each case in favor of Crescent Harbor Bank, National Association, in its capacity as Collateral Agent for the benefit of the Secured Parties. The Mortgaged Properties are primarily owned by Verimark Resort Properties LLC, which holds title to forty-two (42) of the seventy-four (74) hotel properties in the Borrower's portfolio, though certain of the Mortgaged Properties are held by Palmetto Beachfront Hotels LLC, as further described below.

Each Mortgage shall grant a valid, enforceable, and perfected first-priority lien on the applicable Mortgaged Property, subject only to Permitted Encumbrances (as defined in the Credit Agreement). Each such lien shall be pari passu with the liens securing the existing $400,000,000 revolving credit facility, as contemplated by and in accordance with the terms of the Intercreditor Agreement.

The Mortgages shall be executed and delivered in the form of security instrument appropriate to the applicable jurisdiction and shall cover properties in the following states, with the applicable number of properties, mortgagor entity, and form of instrument as set forth below:

Each Mortgage shall comply with all applicable state-specific requirements, including without limitation (a) the use of the deed of trust form (rather than a mortgage form) for properties located in California, Texas, Colorado, Arizona, Washington, Oregon, Nevada, and Virginia, (b) the use of the security deed form for properties located in Georgia, and (c) compliance with all applicable notarization, witnessing, and acknowledgment requirements of the applicable jurisdiction.

The aggregate appraised value of the forty-two (42) Mortgaged Properties, as determined by independent third-party appraisals prepared in accordance with the Uniform Standards of Professional Appraisal Practice and delivered to the Administrative Agent on or prior to the Closing Date, is approximately $2,180,000,000.

The Borrower shall deliver, or cause to be delivered, to the Administrative Agent recorded copies of each Mortgage, or, where original recorded instruments have not yet been returned by the applicable county recording office, filing receipts or other evidence satisfactory to the Administrative Agent evidencing the submission of each Mortgage for recording in the appropriate county clerk's office, register of deeds office, or equivalent recording office in the applicable jurisdiction.

1.2 Title Insurance Deliverables.

The Borrower shall deliver, or cause to be delivered, to the Administrative Agent mortgagee title insurance policies (or, in the interim, irrevocable marked-up title commitments to be followed by final policies within a commercially reasonable period of time after the Post-Closing Deadline) issued by Continental Fidelity Title Company, having offices at 1221 Brickell Avenue, Suite 900, Miami, Florida 33131 (the "Title Company"), for each of the forty-two (42) Mortgaged Properties.

Each such mortgagee title insurance policy shall:

(a) name Crescent Harbor Bank, National Association, in its capacity as Collateral Agent for the benefit of the Secured Parties, as the insured;

(b) insure the first-priority lien of the applicable Mortgage in an amount not less than the allocated loan value for each Mortgaged Property, as reasonably determined by the Administrative Agent in consultation with the Borrower;

(c) include all ALTA standard endorsements as required by Section [●] of the Credit Agreement, including without limitation (i) an ALTA 3.1 zoning endorsement (with parking), (ii) an ALTA 17 or 17.2 access endorsement, (iii) an ALTA 9 comprehensive endorsement (or equivalent), (iv) a survey/location endorsement sufficient to delete the standard survey exception, (v) a contiguity endorsement, if applicable, (vi) a usury endorsement, if applicable under the laws of the relevant state, (vii) a tax parcel endorsement, (viii) a doing-business endorsement, if applicable, and (ix) such other endorsements as the Administrative Agent may reasonably request;

(d) contain no exceptions other than standard Permitted Encumbrances as defined in the Credit Agreement and such other exceptions as may be approved by the Administrative Agent in writing; and

(e) be in the form of the 2006 ALTA Lender's Policy of Title Insurance (or such later form as may be available in the applicable jurisdiction), or such equivalent form as may be required by the laws of the applicable state.

If the Title Company issues marked-up title commitments in lieu of final policies on or prior to the Post-Closing Deadline, such commitments shall irrevocably commit the Title Company to issue the final policies in the form described above, subject only to the satisfaction of standard requirements, and final policies shall be delivered as promptly as practicable (and in any event within sixty (60) days) following the Post-Closing Deadline.

1.3 Survey Deliverables.

The Borrower shall deliver, or cause to be delivered, to the Administrative Agent current ALTA/NSPS land title surveys for each of the forty-two (42) Mortgaged Properties (each, a "Survey," and collectively, the "Surveys"). Each Survey shall be prepared by a licensed land surveyor in the applicable state in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (or the most recently adopted version thereof), and shall include Table A optional survey responsibilities and accuracies as reasonably specified by the Administrative Agent.

Each Survey shall be certified to (a) the Borrower, (b) the applicable Guarantor that owns the Mortgaged Property, (c) Crescent Harbor Bank, National Association, in its capacity as Administrative Agent and Collateral Agent for the benefit of the Secured Parties, and (d) Continental Fidelity Title Company.

Each Survey shall be sufficient for the Title Company to delete the standard survey exception from the applicable mortgagee title insurance policy and to issue such survey-related endorsements as may be required by the Administrative Agent.

Notwithstanding the foregoing, where existing surveys of a Mortgaged Property are available and were prepared within the preceding three (3) years, updated survey certifications, recertification letters, or no-change affidavits from the applicable surveyor may be acceptable in lieu of new surveys, provided that such existing surveys, certifications, or affidavits are approved by the Administrative Agent in its reasonable discretion and are acceptable to the Title Company for purposes of deleting the standard survey exception from the applicable title insurance policy.

1.4 Flood Certification Deliverables.

The Borrower shall deliver, or cause to be delivered, to the Administrative Agent federal flood zone determinations in the form of Standard Flood Hazard Determination Forms (FEMA Form 086-0-32) for each of the forty-two (42) Mortgaged Properties, prepared by a nationally recognized flood zone determination company acceptable to the Administrative Agent.

For any Mortgaged Property that is determined to be located, in whole or in part, in a special flood hazard area (Zone A, Zone AE, Zone AH, Zone AO, Zone AR, Zone A99, Zone V, Zone VE, or any similar designation by the Federal Emergency Management Agency ("FEMA")), the Borrower shall deliver, or cause to be delivered, to the Administrative Agent evidence of flood insurance in amounts and from carriers satisfactory to the Administrative Agent, with Crescent Harbor Bank, National Association, in its capacity as Collateral Agent, named as mortgagee and loss payee on each such policy. All such flood insurance shall comply with the requirements of the National Flood Insurance Act of 1968, as amended, the Flood Disaster Protection Act of 1973, as amended, the National Flood Insurance Reform Act of 1994, as amended, the Biggert-Waters Flood Insurance Reform Act of 2012, as amended, and any regulations promulgated thereunder, and shall be maintained in full force and effect for so long as the applicable Mortgage remains outstanding.

1.5 Mortgage Recording Tax and Related Costs.

All mortgage recording taxes, documentary stamp taxes, intangible taxes, transfer taxes, and related filing fees, recording fees, and registration costs payable in connection with the execution, delivery, filing, and recordation of the Mortgages and related instruments in each applicable jurisdiction (collectively, "Recording Costs") shall be the sole responsibility of, and shall be borne exclusively by, the Borrower. The Borrower shall pay, or cause to be paid, all such Recording Costs on or before the Post-Closing Deadline. For the avoidance of doubt, the Borrower's obligation to pay all Recording Costs is absolute and unconditional, and shall not be subject to offset, deduction, or counterclaim.

The Borrower acknowledges that Recording Costs may be substantial in certain jurisdictions, including without limitation (a) the State of New York, which imposes a mortgage recording tax under Section 253 of the New York Tax Law, (b) the State of Florida, which imposes documentary stamp taxes and intangible taxes under Sections 201.08 and 199.133 of the Florida Statutes, and (c) the State of Georgia, which imposes an intangible recording tax under O.C.G.A. § 48-6-61. The Borrower shall be solely responsible for determining the amount of and timely remitting all such taxes and shall indemnify the Administrative Agent, the Collateral Agent, and each Lender against any liability arising from the Borrower's failure to do so.

1.6 Additional Real Property Deliverables.

In addition to the deliverables set forth in Sections 1.1 through 1.5 above, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent the following additional real property deliverables, to the extent required by the Administrative Agent in its reasonable discretion:

(a) Environmental Insurance Certificates or Environmental Condition Letters. Environmental insurance certificates or environmental condition letters for each Mortgaged Property, if required by the Administrative Agent based on the results of Phase I environmental site assessments delivered on or prior to the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent.

(b) Local Counsel Opinions. Opinions of local counsel, qualified to practice in each applicable state, with respect to the enforceability, validity, and perfection of the Mortgages in such state, and the due authorization, execution, and delivery of such Mortgages by the applicable Guarantor, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel, Whitfield Gage & Partridge LLP.

(c) Landlord Consents and Estoppel Certificates. With respect to any Mortgaged Property in which the applicable Guarantor holds a leasehold interest (rather than fee simple title), evidence of compliance with any landlord consent requirements applicable to the granting of a leasehold mortgage, including, without limitation, executed landlord consent agreements and estoppel certificates from the applicable landlords, in form and substance reasonably satisfactory to the Administrative Agent.

Section 2: Post-Closing Deadline

All post-closing deliverables described in Section 1 of this Letter Agreement (collectively, the "Post-Closing Deliverables") shall be delivered to the Administrative Agent no later than 5:00 p.m. (New York City time) on August 5, 2022 (the "Post-Closing Deadline").

Delivery of the Post-Closing Deliverables shall be measured by actual receipt by the Administrative Agent at its principal office located at 600 Lexington Avenue, 34th Floor, New York, New York 10022, Attention: Theodore Marchetti, Managing Director, Leveraged Finance, with a copy to Anika Holm, Director, Loan Syndications, at the same address, or at such other address or by such other means (including electronic transmission) as the Administrative Agent may direct in writing from time to time.

With respect to recorded Mortgages, delivery to the Administrative Agent of filing receipts or other evidence issued by the applicable county recording office evidencing submission of the Mortgages for recording (together with conformed copies of such Mortgages as filed) shall satisfy the delivery requirement under this Section 2, provided that the Borrower shall deliver original recorded copies of each Mortgage (bearing the applicable recording stamps and instrument numbers) to the Administrative Agent promptly upon receipt from the applicable recording office.

Section 3: Consequences of Failure to Deliver

3.1 Event of Default.

Failure by the Borrower or any applicable Guarantor to deliver any of the Post-Closing Deliverables by the Post-Closing Deadline (as the same may be extended pursuant to Section 3.2) shall constitute an Event of Default under the Credit Agreement, specifically under the "Post-Closing Covenant" provision set forth in Section 6.14 thereof (and cross-referenced in the definition of "Event of Default" in Section 8.01(d) thereof).

Upon the occurrence and during the continuance of such Event of Default, the Administrative Agent and the Lenders shall have all rights and remedies available to them under the Credit Agreement, the other Loan Documents, and applicable law, including without limitation the right to (a) accelerate the outstanding Term Loan B and declare all amounts owing under the Credit Agreement to be immediately due and payable, (b) exercise any and all remedies under the Pledge and Security Agreement and any other Collateral Document, and (c) take such other actions as may be permitted by the Credit Agreement and applicable law.

3.2 Extension of Post-Closing Deadline.

The Administrative Agent may, in its sole discretion (acting at the direction of the Required Lenders as defined in the Credit Agreement), extend the Post-Closing Deadline by written notice delivered to the Borrower for a period not to exceed fifteen (15) additional calendar days beyond the original Post-Closing Deadline (i.e., the extended Post-Closing Deadline shall in no event be later than August 20, 2022). Any such extension may be granted unconditionally or subject to such conditions as the Administrative Agent (acting at the direction of the Required Lenders) may impose.

Any extension of the Post-Closing Deadline granted pursuant to this Section 3.2 shall not constitute a waiver of any other right or remedy available to the Administrative Agent or any Lender under the Credit Agreement, the other Loan Documents, or applicable law, nor shall any such extension be deemed to establish a course of dealing or create any obligation on the part of the Administrative Agent to grant any future extension. The failure of the Administrative Agent to exercise any right or remedy upon the occurrence of an Event of Default shall not be construed as a waiver of such right or remedy.

3.3 Cash Collateral / Reserve.

If any Post-Closing Deliverable is not delivered by the Post-Closing Deadline (as the same may be extended pursuant to Section 3.2), and the Administrative Agent has not declared an Event of Default with respect thereto, the Administrative Agent may, at its option (acting at the direction of the Required Lenders), require the Borrower to deposit into a cash collateral account maintained with the Administrative Agent (the "Cash Collateral Account") an amount reasonably determined by the Administrative Agent, in consultation with the Borrower, to be sufficient to cover the Administrative Agent's and the Lenders' exposure attributable to the undelivered collateral, taking into account the appraised value of the applicable Mortgaged Properties and the outstanding principal amount of the Term Loan B. Such deposit shall be made within three (3) Business Days after written demand therefor by the Administrative Agent.

Amounts on deposit in the Cash Collateral Account shall be held as additional collateral for the obligations of the Borrower and the Guarantors under the Credit Agreement and the other Loan Documents, and shall be subject to the terms of the Pledge and Security Agreement. Any cash collateral deposited in the Cash Collateral Account pursuant to this Section 3.3 shall be released to the Borrower promptly (and in any event within five (5) Business Days) upon delivery of the applicable Post-Closing Deliverable in form and substance satisfactory to the Administrative Agent, as confirmed by written notice from the Administrative Agent to the Borrower.

Interest, if any, earned on amounts on deposit in the Cash Collateral Account shall be for the account of the Borrower, subject to the terms of the Cash Collateral Account agreement.

Section 4: Cooperation Obligations

The Borrower shall, and shall cause each Guarantor to, use commercially reasonable efforts to deliver the Post-Closing Deliverables as promptly as practicable after the Closing Date and in any event no later than the Post-Closing Deadline (as the same may be extended pursuant to Section 3.2). Such commercially reasonable efforts shall include, without limitation, dedicating appropriate internal legal, financial, and operational resources to the timely preparation, execution, and delivery of the Post-Closing Deliverables.

The Borrower shall provide the Administrative Agent (Attention: Anika Holm, Director, Loan Syndications, at the address set forth in Section 6 below, or by electronic mail to such email address as the Administrative Agent may specify from time to time) with weekly written status reports regarding the progress of the Post-Closing Deliverables. Each status report shall include, at a minimum, the following information for each Mortgaged Property: (a) the current status of the Mortgage (prepared, executed, submitted for recording, or recorded), (b) the current status of the title insurance commitment or policy, (c) the current status of the Survey, (d) the current status of the flood zone determination and any required flood insurance, (e) the estimated date of completion for any outstanding item, and (f) a description of any impediment or delay encountered.

The Borrower shall cooperate fully with Continental Fidelity Title Company, any local counsel retained by the Borrower or the Administrative Agent in connection with the title, survey, and Mortgage deliverables, and any surveyor, environmental consultant, or other third party engaged in connection with the Post-Closing Deliverables. The Borrower shall cause each Guarantor to execute such documents, instruments, and certificates, and to take such other actions, as may be reasonably requested by the Administrative Agent, the Title Company, or any such local counsel in order to facilitate the timely delivery of the Post-Closing Deliverables.

The Borrower shall promptly notify the Administrative Agent (and in any event within two (2) Business Days) of any impediment, delay, or other circumstance that may prevent or materially delay the timely delivery of any Post-Closing Deliverable, including without limitation any title defect, survey exception, environmental condition, lien, encumbrance, or other matter that could adversely affect the ability of the Administrative Agent to obtain a first-priority perfected lien on any Mortgaged Property.

Section 5: Representations and Warranties

The Borrower hereby represents and warrants to the Administrative Agent and each Lender, as of the date hereof, that:

(a) Title. The Borrower and each applicable Guarantor has good and marketable fee simple title (or, with respect to any leasehold property, a valid and subsisting leasehold interest) in each of the forty-two (42) Mortgaged Properties identified on Exhibit A hereto, subject only to Permitted Encumbrances as defined in the Credit Agreement. No Mortgaged Property is subject to any lien, encumbrance, easement, restriction, or other title defect that would materially adversely affect the value of such property or the ability of the Administrative Agent to obtain a first-priority perfected lien thereon, other than Permitted Encumbrances.

(b) Condemnation Proceedings. There are no pending or, to the knowledge of the Borrower, threatened condemnation, eminent domain, or similar proceedings with respect to any of the forty-two (42) Mortgaged Properties. Neither the Borrower nor any Guarantor has received any written notice from any governmental authority of any intention to condemn, take by eminent domain, or otherwise acquire all or any portion of any Mortgaged Property.

(c) Release of Existing Liens. All existing mortgages, deeds of trust, security deeds, assignments of leases and rents, and other liens and encumbrances in favor of Greystone Federal Credit Corp. (in its capacity as administrative agent under the existing $625,000,000 Term Loan B facility, CUSIP 92347LAA0), or any other secured party in connection with such facility, are being released, terminated, and discharged simultaneously with the payoff of such facility on the Closing Date, and the Borrower has received (or will receive on the Closing Date) all necessary payoff letters, UCC-3 termination statements, releases, satisfactions, and reconveyances in connection therewith. No further consents, approvals, or authorizations are required from Greystone Federal Credit Corp. or any other person in order for the Borrower and the Guarantors to execute, deliver, and grant the Mortgages and related security interests in favor of the Administrative Agent as contemplated by this Letter Agreement.

(d) No Violations. The execution, delivery, and performance of the Mortgages and the other Post-Closing Deliverables by the Borrower and each applicable Guarantor will not (i) violate any provision of the organizational documents of the Borrower or any Guarantor, (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would constitute a default) under, any existing agreement, mortgage, indenture, contract, lease, license, permit, or other instrument or restriction to which the Borrower or any Guarantor is a party or by which any of the Mortgaged Properties is bound, (iii) result in the creation or imposition of any lien or encumbrance on any Mortgaged Property (other than the liens in favor of the Administrative Agent), or (iv) violate any applicable law, rule, regulation, order, judgment, or decree of any governmental authority having jurisdiction over the Borrower, any Guarantor, or any Mortgaged Property.

The representations and warranties set forth in this Section 5 are made as of the date hereof and shall survive the delivery of the Post-Closing Deliverables. The Borrower shall promptly notify the Administrative Agent if any of the foregoing representations and warranties shall cease to be true and correct in any material respect at any time prior to the delivery of the Post-Closing Deliverables.

Section 6: Responsibility and Contact Information

The following persons shall serve as the primary contacts for purposes of coordination and communication with respect to the Post-Closing Deliverables:

For the Borrower:

Priya Narayanan General Counsel & Corporate Secretary Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, Florida 33433

Glenn Fischbach Treasurer Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, Florida 33433

For Borrower's Counsel:

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

Ian Blackwood, Responsible Partner, Banking & Finance Sophie Tremblay, Lead Associate, Banking & Finance Daniel Obi, Working Associate, Banking & Finance (primary contact for real property deliverables)

Engagement Number: 1016-00009

For the Administrative Agent:

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

Theodore Marchetti, Managing Director, Leveraged Finance Anika Holm, Director, Loan Syndications

Loan Number: CHB-LF-2022-07814

For Agent's Counsel:

Whitfield Gage & Partridge LLP 383 Madison Avenue, 28th Floor New York, New York 10179

Harrison Whitfield III, Lead Partner, Banking & Credit Megan Yeung, Lead Associate, Banking & Credit

For Title Insurer:

Continental Fidelity Title Company 1221 Brickell Avenue, Suite 900 Miami, Florida 33131

Each party may designate additional contacts or change its designated contacts by written notice to the other parties in accordance with the notice provisions of the Credit Agreement.

Section 7: Relationship to Credit Agreement and Loan Documents

This Letter Agreement constitutes a "Loan Document" as such term is defined in the Credit Agreement. All references to "Loan Documents" in the Credit Agreement and the other Operative Documents shall be deemed to include this Letter Agreement.

In the event of any conflict or inconsistency between the terms and provisions of this Letter Agreement and the terms and provisions of the Credit Agreement, the terms and provisions of the Credit Agreement shall control and govern. Nothing in this Letter Agreement shall be construed to amend, modify, supplement, or supersede any provision of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, or the Intercreditor Agreement, except to the extent expressly set forth herein with respect to the timing for delivery of the Post-Closing Deliverables.

This Letter Agreement supplements, and does not amend or modify, the terms of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, and the Intercreditor Agreement. Without limiting the generality of the foregoing, the covenants, representations, warranties, events of default, and other provisions of the Credit Agreement shall remain in full force and effect, and this Letter Agreement shall not be deemed to limit or otherwise affect any obligation of the Borrower or any Guarantor under the Credit Agreement or any other Loan Document.

Section 8: Miscellaneous Provisions

8.1 Governing Law.

This Letter Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York (including Section 5-1401 of the General Obligations Law of the State of New York), without regard to conflicts of law principles that would require the application of the laws of any other jurisdiction.

8.2 Jurisdiction. Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Letter Agreement or the transactions contemplated hereby. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue in any such court, and any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

8.3 Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.3.

8.4 Counterparts. This Letter Agreement may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Letter Agreement by facsimile or by electronic transmission in portable document format (.pdf) or similar format shall be effective as delivery of a manually executed counterpart of this Letter Agreement.

8.5 Amendments and Waivers.

No amendment, modification, or waiver of any provision of this Letter Agreement, and no consent to any departure by the Borrower or any Guarantor therefrom, shall be effective unless in writing signed by the Borrower and the Administrative Agent (acting at the direction of the Required Lenders, as defined in the Credit Agreement), and each such amendment, modification, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No failure or delay by the Administrative Agent or any Lender in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

8.6 Successors and Assigns.

This Letter Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent. The Administrative Agent may assign its rights and obligations hereunder in accordance with the terms of the Credit Agreement.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

If the foregoing correctly sets forth the agreement among the parties hereto with respect to the Post-Closing Deliverables, please execute this Letter Agreement in the space provided below and return an executed counterpart to the undersigned.

Very truly yours,

VERIMARK HOSPITALITY GROUP INC. (as Borrower)

By: ________

Name: Renata Haines

Title: Chief Financial Officer

By: ________

Name: Priya Narayanan

Title: General Counsel & Corporate Secretary

ACKNOWLEDGED AND AGREED:

CRESCENT HARBOR BANK, NATIONAL ASSOCIATION (as Administrative Agent and Collateral Agent)

SCHEDULE OF POST-CLOSING DELIVERABLES

The following table sets forth each of the forty-two (42) Mortgaged Properties for which Post-Closing Deliverables are to be delivered pursuant to the Letter Agreement dated July 21, 2022. All Post-Closing Deliverables are to be delivered to the Administrative Agent on or before August 5, 2022 (the Post-Closing Deadline).

Part I: Florida Properties (12) — Palmetto Beachfront Hotels LLC

Part II: New York Properties (6) — Verimark Resort Properties LLC

Part III: California Properties (5) — Verimark Resort Properties LLC

Part IV: Texas Properties (4) — Verimark Resort Properties LLC

Part V: Georgia Properties (3) — Verimark Resort Properties LLC

Part VI: Colorado Properties (3) — Verimark Resort Properties LLC

Part VII: Arizona Properties (2) — Verimark Resort Properties LLC

Part VIII: Illinois Properties (2) — Verimark Resort Properties LLC

Part IX: Washington Properties (2) — Verimark Resort Properties LLC

Part X: Oregon Property (1) — Verimark Resort Properties LLC

Part XI: Nevada Property (1) — Verimark Resort Properties LLC

Part XII: Virginia Property (1) — Verimark Resort Properties LLC

Summary by State

All Post-Closing Deliverables are to be delivered to the Administrative Agent on or before August 5, 2022. Title insurance status reflects status as of July 21, 2022. "Committed" denotes that a title commitment has been issued by Continental Fidelity Title Company. "Pending" denotes that a title commitment has been ordered but not yet received. Survey status of "Existing" indicates that an ALTA/NSPS survey completed within the prior three (3) years is available and may be recertified, subject to the approval of the Administrative Agent and Continental Fidelity Title Company.

State	Number of Properties	Owning Guarantor / Mortgagor	Form of Security Instrument
Florida	12	Palmetto Beachfront Hotels LLC	Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
New York	6	Verimark Resort Properties LLC	Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
California	5	Verimark Resort Properties LLC (as Trustor)	Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Texas	4	Verimark Resort Properties LLC	Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Georgia	3	Verimark Resort Properties LLC	Security Deed, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Colorado	3	Verimark Resort Properties LLC	Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Arizona	2	Verimark Resort Properties LLC	Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Illinois	2	Verimark Resort Properties LLC	Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Washington	2	Verimark Resort Properties LLC	Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Oregon	1	Verimark Resort Properties LLC	Trust Deed, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Nevada	1	Verimark Resort Properties LLC	Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Virginia	1	Verimark Resort Properties LLC	Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
No.	Property Name / Address	State	Owning Guarantor	Security Instrument	Title Status	Survey Status	Flood Zone Status	Recording Status	Local Counsel	Target Date
1	Verimark Oceanfront Resort, 3100 N. Ocean Boulevard, Fort Lauderdale, FL 33308	FL	Palmetto Beachfront Hotels LLC	Mortgage	Committed	To be updated	Pending	Pending	Rosen Levine PA (Miami)	8/5/2022
2	Palmetto Grand Hotel, 500 S. Atlantic Avenue, Daytona Beach, FL 32118	FL	Palmetto Beachfront Hotels LLC	Mortgage	Committed	To be updated	Pending	Pending	Rosen Levine PA (Miami)	8/5/2022
3	Verimark Beachside Inn, 1900 Collins Avenue, Miami Beach, FL 33139	FL	Palmetto Beachfront Hotels LLC	Mortgage	Committed	Existing	Pending	Pending	Rosen Levine PA (Miami)	8/5/2022
4	Key Largo Marina Resort, 99450 Overseas Highway, Key Largo, FL 33037	FL	Palmetto Beachfront Hotels LLC	Mortgage	Committed	To be updated	Pending	Pending	Rosen Levine PA (Miami)	8/5/2022
5	Clearwater Harbor Hotel, 210 Coronado Drive, Clearwater Beach, FL 33767	FL	Palmetto Beachfront Hotels LLC	Mortgage	Pending	To be updated	Pending	Pending	Rosen Levine PA (Miami)	8/5/2022
6	Naples Bayside Resort, 851 Gulf Shore Boulevard N., Naples, FL 34102	FL	Palmetto Beachfront Hotels LLC	Mortgage	Committed	Existing	Pending	Pending	Rosen Levine PA (Miami)	8/5/2022
7	Sarasota Keys Hotel, 1255 Benjamin Franklin Drive, Sarasota, FL 34236	FL	Palmetto Beachfront Hotels LLC	Mortgage	Committed	To be updated	Pending	Pending	Rosen Levine PA (Miami)	8/5/2022
8	Palm Beach Convention Hotel, 2800 S. Ocean Boulevard, Palm Beach, FL 33480	FL	Palmetto Beachfront Hotels LLC	Mortgage	Pending	To be updated	Pending	Pending	Rosen Levine PA (Miami)	8/5/2022
9	Jacksonville Riverview Inn, 1515 Prudential Drive, Jacksonville, FL 32207	FL	Palmetto Beachfront Hotels LLC	Mortgage	Committed	Existing	Pending	Pending	Rosen Levine PA (Miami)	8/5/2022
10	St. Augustine Historic Lodge, 44 Avenida Menendez, St. Augustine, FL 32084	FL	Palmetto Beachfront Hotels LLC	Mortgage	Committed	To be updated	Pending	Pending	Rosen Levine PA (Miami)	8/5/2022
11	Orlando Convention Center Hotel, 9801 International Drive, Orlando, FL 32819	FL	Palmetto Beachfront Hotels LLC	Mortgage	Committed	Existing	Pending	Pending	Rosen Levine PA (Miami)	8/5/2022

12	Destin Emerald Shores Resort, 4100 Legendary Drive, Destin, FL 32541	FL	Palmetto Beachfront Hotels LLC	Mortgage	Committed	To be updated	Pending	Pending	Rosen Levine PA (Miami)	8/5/2022
No.	Property Name / Address	State	Owning Guarantor	Security Instrument	Title Status	Survey Status	Flood Zone Status	Recording Status	Local Counsel	Target Date
13	Verimark Midtown Hotel, 145 West 44th Street, New York, NY 10036	NY	Verimark Resort Properties LLC	Mortgage	Committed	Existing	Pending	Pending	N/A (C&H handling)	8/5/2022
14	SoHo Luxe Hotel, 310 West Broadway, New York, NY 10013	NY	Verimark Resort Properties LLC	Mortgage	Committed	To be updated	Pending	Pending	N/A (C&H handling)	8/5/2022
15	Brooklyn Waterfront Inn, 60 Furman Street, Brooklyn, NY 11201	NY	Verimark Resort Properties LLC	Mortgage	Pending	To be updated	Pending	Pending	N/A (C&H handling)	8/5/2022
16	Westchester Conference Center Hotel, 700 Westchester Avenue, Rye Brook, NY 10573	NY	Verimark Resort Properties LLC	Mortgage	Committed	Existing	Pending	Pending	N/A (C&H handling)	8/5/2022
17	Saratoga Springs Resort, 534 Broadway, Saratoga Springs, NY 12866	NY	Verimark Resort Properties LLC	Mortgage	Committed	Existing	Pending	Pending	N/A (C&H handling)	8/5/2022
18	Lake Placid Mountain Lodge, 2511 Main Street, Lake Placid, NY 12946	NY	Verimark Resort Properties LLC	Mortgage	Committed	Existing	Pending	Pending	N/A (C&H handling)	8/5/2022
No.	Property Name / Address	State	Owning Guarantor	Security Instrument	Title Status	Survey Status	Flood Zone Status	Recording Status	Local Counsel	Target Date
19	Beverly Hills Grand Hotel, 9876 Wilshire Boulevard, Beverly Hills, CA 90210	CA	Verimark Resort Properties LLC	Deed of Trust	Committed	To be updated	Pending	Pending	Drayton & Woo LLP (Los Angeles)	8/5/2022
20	San Francisco Union Square Hotel, 450 Powell Street, San Francisco, CA 94102	CA	Verimark Resort Properties LLC	Deed of Trust	Committed	To be updated	Pending	Pending	Drayton & Woo LLP (Los Angeles)	8/5/2022
21	Napa Valley Wine Country Resort, 6711 Washington Street, Yountville, CA 94599	CA	Verimark Resort Properties LLC	Deed of Trust	Committed	Existing	Pending	Pending	Drayton & Woo LLP (Los Angeles)	8/5/2022
22	San Diego Bayfront Hotel, 1355 N. Harbor Drive, San Diego, CA 92101	CA	Verimark Resort Properties LLC	Deed of Trust	Pending	To be updated	Pending	Pending	Drayton & Woo LLP (Los Angeles)	8/5/2022
23	Santa Monica Oceanview Resort, 1700 Ocean Avenue, Santa Monica, CA 90401	CA	Verimark Resort Properties LLC	Deed of Trust	Committed	To be updated	Pending	Pending	Drayton & Woo LLP (Los Angeles)	8/5/2022
No.	Property Name / Address	State	Owning Guarantor	Security Instrument	Title Status	Survey Status	Flood Zone Status	Recording Status	Local Counsel	Target Date
24	Austin Downtown Hotel, 200 Lavaca Street, Austin, TX 78701	TX	Verimark Resort Properties LLC	Deed of Trust	Committed	To be updated	Pending	Pending	Hartwell Beckham PLLC (Dallas)	8/5/2022
25	Dallas Arts District Inn, 1717 Arts Plaza, Dallas, TX 75201	TX	Verimark Resort Properties LLC	Deed of Trust	Committed	Existing	Pending	Pending	Hartwell Beckham PLLC (Dallas)	8/5/2022
26	Houston Galleria Hotel, 5050 Westheimer Road, Houston, TX 77056	TX	Verimark Resort Properties LLC	Deed of Trust	Committed	To be updated	Pending	Pending	Hartwell Beckham PLLC (Dallas)	8/5/2022
27	San Antonio Riverwalk Resort, 112 College Street, San Antonio, TX 78205	TX	Verimark Resort Properties LLC	Deed of Trust	Committed	Existing	Pending	Pending	Hartwell Beckham PLLC (Dallas)	8/5/2022
No.	Property Name / Address	State	Owning Guarantor	Security Instrument	Title Status	Survey Status	Flood Zone Status	Recording Status	Local Counsel	Target Date
28	Atlanta Buckhead Hotel, 3391 Peachtree Road NE, Atlanta, GA 30326	GA	Verimark Resort Properties LLC	Security Deed	Committed	To be updated	Pending	Pending	Calloway Reid LLC (Atlanta)	8/5/2022
29	Savannah Riverfront Inn, 2 East Bay Street, Savannah, GA 31401	GA	Verimark Resort Properties LLC	Security Deed	Committed	Existing	Pending	Pending	Calloway Reid LLC (Atlanta)	8/5/2022
30	Sea Island Coastal Resort, 100 Cloister Drive, Sea Island, GA 31561	GA	Verimark Resort Properties LLC	Security Deed	Pending	To be updated	Pending	Pending	Calloway Reid LLC (Atlanta)	8/5/2022
No.	Property Name / Address	State	Owning Guarantor	Security Instrument	Title Status	Survey Status	Flood Zone Status	Recording Status	Local Counsel	Target Date
31	Vail Mountain Lodge, 395 East Lionshead Circle, Vail, CO 81657	CO	Verimark Resort Properties LLC	Deed of Trust	Committed	Existing	Pending	Pending	Keppler & Strand PC (Denver)	8/5/2022

32	Aspen Silver Creek Hotel, 315 East Dean Street, Aspen, CO 81611	CO	Verimark Resort Properties LLC	Deed of Trust	Committed	To be updated	Pending	Pending	Keppler & Strand PC (Denver)	8/5/2022
33	Denver LoDo Convention Hotel, 1600 Wewatta Street, Denver, CO 80202	CO	Verimark Resort Properties LLC	Deed of Trust	Committed	To be updated	Pending	Pending	Keppler & Strand PC (Denver)	8/5/2022
No.	Property Name / Address	State	Owning Guarantor	Security Instrument	Title Status	Survey Status	Flood Zone Status	Recording Status	Local Counsel	Target Date
34	Scottsdale Desert Spa Resort, 7575 East Princess Drive, Scottsdale, AZ 85255	AZ	Verimark Resort Properties LLC	Deed of Trust	Committed	To be updated	Pending	Pending	Montrose & Duval PLLC (Phoenix)	8/5/2022
35	Sedona Red Rock Hotel, 90 Ridge Trail Drive, Sedona, AZ 86336	AZ	Verimark Resort Properties LLC	Deed of Trust	Committed	Existing	Pending	Pending	Montrose & Duval PLLC (Phoenix)	8/5/2022
No.	Property Name / Address	State	Owning Guarantor	Security Instrument	Title Status	Survey Status	Flood Zone Status	Recording Status	Local Counsel	Target Date
36	Chicago Magnificent Mile Hotel, 505 North Michigan Avenue, Chicago, IL 60611	IL	Verimark Resort Properties LLC	Mortgage	Committed	To be updated	Pending	Pending	Brennan Polk & Associates (Chicago)	8/5/2022
37	Chicago O'Hare Airport Hotel, 10255 West Higgins Road, Rosemont, IL 60018	IL	Verimark Resort Properties LLC	Mortgage	Committed	Existing	Pending	Pending	Brennan Polk & Associates (Chicago)	8/5/2022
No.	Property Name / Address	State	Owning Guarantor	Security Instrument	Title Status	Survey Status	Flood Zone Status	Recording Status	Local Counsel	Target Date
38	Seattle Waterfront Hotel, 1001 Alaskan Way, Seattle, WA 98101	WA	Verimark Resort Properties LLC	Deed of Trust	Committed	To be updated	Pending	Pending	Haskell Yamamoto PLLC (Seattle)	8/5/2022
39	Bellevue Eastside Conference Hotel, 300 112th Avenue SE, Bellevue, WA 98004	WA	Verimark Resort Properties LLC	Deed of Trust	Committed	Existing	Pending	Pending	Haskell Yamamoto PLLC (Seattle)	8/5/2022
No.	Property Name / Address	State	Owning Guarantor	Security Instrument	Title Status	Survey Status	Flood Zone Status	Recording Status	Local Counsel	Target Date
40	Portland Pearl District Hotel, 1455 NW Irving Street, Portland, OR 97209	OR	Verimark Resort Properties LLC	Trust Deed	Committed	To be updated	Pending	Pending	Haskell Yamamoto PLLC (Seattle)	8/5/2022
No.	Property Name / Address	State	Owning Guarantor	Security Instrument	Title Status	Survey Status	Flood Zone Status	Recording Status	Local Counsel	Target Date
41	Las Vegas Boulevard Resort & Casino Hotel, 3555 Las Vegas Boulevard S., Las Vegas, NV 89109	NV	Verimark Resort Properties LLC	Deed of Trust	Committed	Existing	Pending	Pending	Montrose & Duval PLLC (Phoenix)	8/5/2022
No.	Property Name / Address	State	Owning Guarantor	Security Instrument	Title Status	Survey Status	Flood Zone Status	Recording Status	Local Counsel	Target Date
42	Arlington Gateway Hotel, 1100 Wilson Boulevard, Arlington, VA 22209	VA	Verimark Resort Properties LLC	Deed of Trust	Committed	To be updated	Pending	Pending	Calloway Reid LLC (Atlanta)	8/5/2022
State	Number of Properties	Owning Guarantor	Form of Security Instrument
Florida	12	Palmetto Beachfront Hotels LLC	Mortgage
New York	6	Verimark Resort Properties LLC	Mortgage
California	5	Verimark Resort Properties LLC	Deed of Trust
Texas	4	Verimark Resort Properties LLC	Deed of Trust
Georgia	3	Verimark Resort Properties LLC	Security Deed
Colorado	3	Verimark Resort Properties LLC	Deed of Trust
Arizona	2	Verimark Resort Properties LLC	Deed of Trust

Illinois	2	Verimark Resort Properties LLC	Mortgage
Washington	2	Verimark Resort Properties LLC	Deed of Trust
Oregon	1	Verimark Resort Properties LLC	Trust Deed
Nevada	1	Verimark Resort Properties LLC	Deed of Trust
Virginia	1	Verimark Resort Properties LLC	Deed of Trust
Total	42

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Telephone: (212) 848-7000 Facsimile: (212) 848-7100
July 21, 2022
POST-CLOSING LETTER AGREEMENT
Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, Florida 33433
Attention: Priya Narayanan, General Counsel & Corporate Secretary
Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent 600 Lexington Avenue, 34th Floor New York, New York 10022
Attention: Theodore Marchetti, Managing Director, Leveraged Finance
Ladies and Gentlemen:
Preamble / Recitals
Reference is made to that certain Credit Agreement, dated as of July 21, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Crescent Harbor Bank, National Association, in its capacity as Administrative Agent and Collateral Agent (the "Administrative Agent").
The Credit Agreement establishes a $700,000,000 Senior Secured Term Loan B facility (the "Term Loan B Facility") in favor of the Borrower, the proceeds of which are being used, among other purposes, to refinance the existing $625,000,000 Term Loan B facility with Greystone Federal Credit Corp. (CUSIP 92347LAA0) and to pay fees and expenses related thereto.
Pursuant to the Credit Agreement, the Borrower is required to deliver, as conditions subsequent to the closing of the Term Loan B Facility on the Closing Date, certain real property deliverables in connection with the perfection and priority of the Administrative Agent's security interest in the real property assets of the Borrower and the Guarantors. The parties acknowledge that, due to the number of jurisdictions involved and the complexity of the real property matters, it was not practicable to deliver all such real property deliverables on or prior to the Closing Date.
Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.
Reference is also made to each of the following agreements, each dated as of July 21, 2022 (collectively, with the Credit Agreement and this letter agreement, the "Operative Documents"):
(a) the Guarantee Agreement, dated as of July 21, 2022, made by the Guarantors in favor of the Administrative Agent for the benefit of the Secured Parties (the "Guarantee Agreement");
(b) the Pledge and Security Agreement, dated as of July 21, 2022, among the Borrower, the Guarantors, and the Administrative Agent (the "Pledge and Security Agreement"); and
(c) the Amended and Restated Intercreditor Agreement, dated as of July 21, 2022, among the Borrower, the Guarantors, the Administrative Agent (in its capacity as collateral agent for the Term Loan B Facility), and Crescent Harbor Bank, National Association (in its capacity as administrative agent under the existing $400,000,000 revolving credit facility) (the "Intercreditor Agreement").
The Guarantors party to this letter agreement are: (i) Verimark Resort Properties LLC, a Delaware limited liability company, (ii) VHG Management Services Inc., a Delaware corporation, (iii) Verimark Convention Holdings LLC, a Delaware limited liability company, (iv) Palmetto Beachfront Hotels LLC, a Florida limited liability company, and (v) Cascadia Hospitality Corp., a Washington corporation (collectively, the "Guarantors").
The parties hereto have agreed that certain post-closing deliverables, as more fully described in Section 1 hereof and set forth on Exhibit A attached hereto, shall be delivered after the Closing Date (July 21, 2022) but in no event later than the Post-Closing Deadline (as defined below), which is August 5, 2022 (i.e., fifteen (15) calendar days after the Closing Date), subject to any extension permitted under Section 3.2 hereof.
This Post-Closing Letter Agreement (this "Letter Agreement") sets forth the agreement of the parties with respect to such post-closing deliverables, the consequences of a failure to deliver such deliverables, and certain related matters.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1: Post-Closing Deliverables
1.1 Mortgage Deliverables.
The Borrower shall, and shall cause each applicable Guarantor to, deliver to the Administrative Agent fully executed, notarized, and recordable mortgages, deeds of trust, assignments of leases and rents, and security agreements (collectively, the "Mortgages") covering the forty-two (42) hotel properties owned by the Guarantors and identified on Exhibit A hereto (the "Mortgaged Properties"), in each case in favor of Crescent Harbor Bank, National Association, in its capacity as Collateral Agent for the benefit of the Secured Parties. The Mortgaged Properties are primarily owned by Verimark Resort Properties LLC, which holds title to forty-two (42) of the seventy-four (74) hotel properties in the Borrower's portfolio, though certain of the Mortgaged Properties are held by Palmetto Beachfront Hotels LLC, as further described below.
Each Mortgage shall grant a valid, enforceable, and perfected first-priority lien on the applicable Mortgaged Property, subject only to Permitted Encumbrances (as defined in the Credit Agreement). Each such lien shall be pari passu with the liens securing the existing $400,000,000 revolving credit facility, as contemplated by and in accordance with the terms of the Intercreditor Agreement.
The Mortgages shall be executed and delivered in the form of security instrument appropriate to the applicable jurisdiction and shall cover properties in the following states, with the applicable number of properties, mortgagor entity, and form of instrument as set forth below:
Each Mortgage shall comply with all applicable state-specific requirements, including without limitation (a) the use of the deed of trust form (rather than a mortgage form) for properties located in California, Texas, Colorado, Arizona, Washington, Oregon, Nevada, and Virginia, (b) the use of the security deed form for properties located in Georgia, and (c) compliance with all applicable notarization, witnessing, and acknowledgment requirements of the applicable jurisdiction.
The aggregate appraised value of the forty-two (42) Mortgaged Properties, as determined by independent third-party appraisals prepared in accordance with the Uniform Standards of Professional Appraisal Practice and delivered to the Administrative Agent on or prior to the Closing Date, is approximately $2,180,000,000.
The Borrower shall deliver, or cause to be delivered, to the Administrative Agent recorded copies of each Mortgage, or, where original recorded instruments have not yet been returned by the applicable county recording office, filing receipts or other evidence satisfactory to the Administrative Agent evidencing the submission of each Mortgage for recording in the appropriate county clerk's office, register of deeds office, or equivalent recording office in the applicable jurisdiction.
1.2 Title Insurance Deliverables.
The Borrower shall deliver, or cause to be delivered, to the Administrative Agent mortgagee title insurance policies (or, in the interim, irrevocable marked-up title commitments to be followed by final policies within a commercially reasonable period of time after the Post-Closing Deadline) issued by Continental Fidelity Title Company, having offices at 1221 Brickell Avenue, Suite 900, Miami, Florida 33131 (the "Title Company"), for each of the forty-two (42) Mortgaged Properties.
Each such mortgagee title insurance policy shall:
(a) name Crescent Harbor Bank, National Association, in its capacity as Collateral Agent for the benefit of the Secured Parties, as the insured;
(b) insure the first-priority lien of the applicable Mortgage in an amount not less than the allocated loan value for each Mortgaged Property, as reasonably determined by the Administrative Agent in consultation with the Borrower;
(c) include all ALTA standard endorsements as required by Section [●] of the Credit Agreement, including without limitation (i) an ALTA 3.1 zoning endorsement (with parking), (ii) an ALTA 17 or 17.2 access endorsement, (iii) an ALTA 9 comprehensive endorsement (or equivalent), (iv) a survey/location endorsement sufficient to delete the standard survey exception, (v) a contiguity endorsement, if applicable, (vi) a usury endorsement, if applicable under the laws of the relevant state, (vii) a tax parcel endorsement, (viii) a doing-business endorsement, if applicable, and (ix) such other endorsements as the Administrative Agent may reasonably request;
(d) contain no exceptions other than standard Permitted Encumbrances as defined in the Credit Agreement and such other exceptions as may be approved by the Administrative Agent in writing; and
(e) be in the form of the 2006 ALTA Lender's Policy of Title Insurance (or such later form as may be available in the applicable jurisdiction), or such equivalent form as may be required by the laws of the applicable state.
If the Title Company issues marked-up title commitments in lieu of final policies on or prior to the Post-Closing Deadline, such commitments shall irrevocably commit the Title Company to issue the final policies in the form described above, subject only to the satisfaction of standard requirements, and final policies shall be delivered as promptly as practicable (and in any event within sixty (60) days) following the Post-Closing Deadline.
1.3 Survey Deliverables.
The Borrower shall deliver, or cause to be delivered, to the Administrative Agent current ALTA/NSPS land title surveys for each of the forty-two (42) Mortgaged Properties (each, a "Survey," and collectively, the "Surveys"). Each Survey shall be prepared by a licensed land surveyor in the applicable state in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (or the most recently adopted version thereof), and shall include Table A optional survey responsibilities and accuracies as reasonably specified by the Administrative Agent.
Each Survey shall be certified to (a) the Borrower, (b) the applicable Guarantor that owns the Mortgaged Property, (c) Crescent Harbor Bank, National Association, in its capacity as Administrative Agent and Collateral Agent for the benefit of the Secured Parties, and (d) Continental Fidelity Title Company.
Each Survey shall be sufficient for the Title Company to delete the standard survey exception from the applicable mortgagee title insurance policy and to issue such survey-related endorsements as may be required by the Administrative Agent.
Notwithstanding the foregoing, where existing surveys of a Mortgaged Property are available and were prepared within the preceding three (3) years, updated survey certifications, recertification letters, or no-change affidavits from the applicable surveyor may be acceptable in lieu of new surveys, provided that such existing surveys, certifications, or affidavits are approved by the Administrative Agent in its reasonable discretion and are acceptable to the Title Company for purposes of deleting the standard survey exception from the applicable title insurance policy.
1.4 Flood Certification Deliverables.
The Borrower shall deliver, or cause to be delivered, to the Administrative Agent federal flood zone determinations in the form of Standard Flood Hazard Determination Forms (FEMA Form 086-0-32) for each of the forty-two (42) Mortgaged Properties, prepared by a nationally recognized flood zone determination company acceptable to the Administrative Agent.
For any Mortgaged Property that is determined to be located, in whole or in part, in a special flood hazard area (Zone A, Zone AE, Zone AH, Zone AO, Zone AR, Zone A99, Zone V, Zone VE, or any similar designation by the Federal Emergency Management Agency ("FEMA")), the Borrower shall deliver, or cause to be delivered, to the Administrative Agent evidence of flood insurance in amounts and from carriers satisfactory to the Administrative Agent, with Crescent Harbor Bank, National Association, in its capacity as Collateral Agent, named as mortgagee and loss payee on each such policy. All such flood insurance shall comply with the requirements of the National Flood Insurance Act of 1968, as amended, the Flood Disaster Protection Act of 1973, as amended, the National Flood Insurance Reform Act of 1994, as amended, the Biggert-Waters Flood Insurance Reform Act of 2012, as amended, and any regulations promulgated thereunder, and shall be maintained in full force and effect for so long as the applicable Mortgage remains outstanding.
1.5 Mortgage Recording Tax and Related Costs.
All mortgage recording taxes, documentary stamp taxes, intangible taxes, transfer taxes, and related filing fees, recording fees, and registration costs payable in connection with the execution, delivery, filing, and recordation of the Mortgages and related instruments in each applicable jurisdiction (collectively, "Recording Costs") shall be the sole responsibility of, and shall be borne exclusively by, the Borrower. The Borrower shall pay, or cause to be paid, all such Recording Costs on or before the Post-Closing Deadline. For the avoidance of doubt, the Borrower's obligation to pay all Recording Costs is absolute and unconditional, and shall not be subject to offset, deduction, or counterclaim.
The Borrower acknowledges that Recording Costs may be substantial in certain jurisdictions, including without limitation (a) the State of New York, which imposes a mortgage recording tax under Section 253 of the New York Tax Law, (b) the State of Florida, which imposes documentary stamp taxes and intangible taxes under Sections 201.08 and 199.133 of the Florida Statutes, and (c) the State of Georgia, which imposes an intangible recording tax under O.C.G.A. § 48-6-61. The Borrower shall be solely responsible for determining the amount of and timely remitting all such taxes and shall indemnify the Administrative Agent, the Collateral Agent, and each Lender against any liability arising from the Borrower's failure to do so.
1.6 Additional Real Property Deliverables.
In addition to the deliverables set forth in Sections 1.1 through 1.5 above, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent the following additional real property deliverables, to the extent required by the Administrative Agent in its reasonable discretion:
(a) Environmental Insurance Certificates or Environmental Condition Letters. Environmental insurance certificates or environmental condition letters for each Mortgaged Property, if required by the Administrative Agent based on the results of Phase I environmental site assessments delivered on or prior to the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent.
(b) Local Counsel Opinions. Opinions of local counsel, qualified to practice in each applicable state, with respect to the enforceability, validity, and perfection of the Mortgages in such state, and the due authorization, execution, and delivery of such Mortgages by the applicable Guarantor, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel, Whitfield Gage & Partridge LLP.
(c) Landlord Consents and Estoppel Certificates. With respect to any Mortgaged Property in which the applicable Guarantor holds a leasehold interest (rather than fee simple title), evidence of compliance with any landlord consent requirements applicable to the granting of a leasehold mortgage, including, without limitation, executed landlord consent agreements and estoppel certificates from the applicable landlords, in form and substance reasonably satisfactory to the Administrative Agent.
Section 2: Post-Closing Deadline
All post-closing deliverables described in Section 1 of this Letter Agreement (collectively, the "Post-Closing Deliverables") shall be delivered to the Administrative Agent no later than 5:00 p.m. (New York City time) on August 5, 2022 (the "Post-Closing Deadline").
Delivery of the Post-Closing Deliverables shall be measured by actual receipt by the Administrative Agent at its principal office located at 600 Lexington Avenue, 34th Floor, New York, New York 10022, Attention: Theodore Marchetti, Managing Director, Leveraged Finance, with a copy to Anika Holm, Director, Loan Syndications, at the same address, or at such other address or by such other means (including electronic transmission) as the Administrative Agent may direct in writing from time to time.
With respect to recorded Mortgages, delivery to the Administrative Agent of filing receipts or other evidence issued by the applicable county recording office evidencing submission of the Mortgages for recording (together with conformed copies of such Mortgages as filed) shall satisfy the delivery requirement under this Section 2, provided that the Borrower shall deliver original recorded copies of each Mortgage (bearing the applicable recording stamps and instrument numbers) to the Administrative Agent promptly upon receipt from the applicable recording office.
Section 3: Consequences of Failure to Deliver
3.1 Event of Default.
Failure by the Borrower or any applicable Guarantor to deliver any of the Post-Closing Deliverables by the Post-Closing Deadline (as the same may be extended pursuant to Section 3.2) shall constitute an Event of Default under the Credit Agreement, specifically under the "Post-Closing Covenant" provision set forth in Section 6.14 thereof (and cross-referenced in the definition of "Event of Default" in Section 8.01(d) thereof).
Upon the occurrence and during the continuance of such Event of Default, the Administrative Agent and the Lenders shall have all rights and remedies available to them under the Credit Agreement, the other Loan Documents, and applicable law, including without limitation the right to (a) accelerate the outstanding Term Loan B and declare all amounts owing under the Credit Agreement to be immediately due and payable, (b) exercise any and all remedies under the Pledge and Security Agreement and any other Collateral Document, and (c) take such other actions as may be permitted by the Credit Agreement and applicable law.
3.2 Extension of Post-Closing Deadline.
The Administrative Agent may, in its sole discretion (acting at the direction of the Required Lenders as defined in the Credit Agreement), extend the Post-Closing Deadline by written notice delivered to the Borrower for a period not to exceed fifteen (15) additional calendar days beyond the original Post-Closing Deadline (i.e., the extended Post-Closing Deadline shall in no event be later than August 20, 2022). Any such extension may be granted unconditionally or subject to such conditions as the Administrative Agent (acting at the direction of the Required Lenders) may impose.
Any extension of the Post-Closing Deadline granted pursuant to this Section 3.2 shall not constitute a waiver of any other right or remedy available to the Administrative Agent or any Lender under the Credit Agreement, the other Loan Documents, or applicable law, nor shall any such extension be deemed to establish a course of dealing or create any obligation on the part of the Administrative Agent to grant any future extension. The failure of the Administrative Agent to exercise any right or remedy upon the occurrence of an Event of Default shall not be construed as a waiver of such right or remedy.
3.3 Cash Collateral / Reserve.
If any Post-Closing Deliverable is not delivered by the Post-Closing Deadline (as the same may be extended pursuant to Section 3.2), and the Administrative Agent has not declared an Event of Default with respect thereto, the Administrative Agent may, at its option (acting at the direction of the Required Lenders), require the Borrower to deposit into a cash collateral account maintained with the Administrative Agent (the "Cash Collateral Account") an amount reasonably determined by the Administrative Agent, in consultation with the Borrower, to be sufficient to cover the Administrative Agent's and the Lenders' exposure attributable to the undelivered collateral, taking into account the appraised value of the applicable Mortgaged Properties and the outstanding principal amount of the Term Loan B. Such deposit shall be made within three (3) Business Days after written demand therefor by the Administrative Agent.
Amounts on deposit in the Cash Collateral Account shall be held as additional collateral for the obligations of the Borrower and the Guarantors under the Credit Agreement and the other Loan Documents, and shall be subject to the terms of the Pledge and Security Agreement. Any cash collateral deposited in the Cash Collateral Account pursuant to this Section 3.3 shall be released to the Borrower promptly (and in any event within five (5) Business Days) upon delivery of the applicable Post-Closing Deliverable in form and substance satisfactory to the Administrative Agent, as confirmed by written notice from the Administrative Agent to the Borrower.
Interest, if any, earned on amounts on deposit in the Cash Collateral Account shall be for the account of the Borrower, subject to the terms of the Cash Collateral Account agreement.
Section 4: Cooperation Obligations
The Borrower shall, and shall cause each Guarantor to, use commercially reasonable efforts to deliver the Post-Closing Deliverables as promptly as practicable after the Closing Date and in any event no later than the Post-Closing Deadline (as the same may be extended pursuant to Section 3.2). Such commercially reasonable efforts shall include, without limitation, dedicating appropriate internal legal, financial, and operational resources to the timely preparation, execution, and delivery of the Post-Closing Deliverables.
The Borrower shall provide the Administrative Agent (Attention: Anika Holm, Director, Loan Syndications, at the address set forth in Section 6 below, or by electronic mail to such email address as the Administrative Agent may specify from time to time) with weekly written status reports regarding the progress of the Post-Closing Deliverables. Each status report shall include, at a minimum, the following information for each Mortgaged Property: (a) the current status of the Mortgage (prepared, executed, submitted for recording, or recorded), (b) the current status of the title insurance commitment or policy, (c) the current status of the Survey, (d) the current status of the flood zone determination and any required flood insurance, (e) the estimated date of completion for any outstanding item, and (f) a description of any impediment or delay encountered.
The Borrower shall cooperate fully with Continental Fidelity Title Company, any local counsel retained by the Borrower or the Administrative Agent in connection with the title, survey, and Mortgage deliverables, and any surveyor, environmental consultant, or other third party engaged in connection with the Post-Closing Deliverables. The Borrower shall cause each Guarantor to execute such documents, instruments, and certificates, and to take such other actions, as may be reasonably requested by the Administrative Agent, the Title Company, or any such local counsel in order to facilitate the timely delivery of the Post-Closing Deliverables.
The Borrower shall promptly notify the Administrative Agent (and in any event within two (2) Business Days) of any impediment, delay, or other circumstance that may prevent or materially delay the timely delivery of any Post-Closing Deliverable, including without limitation any title defect, survey exception, environmental condition, lien, encumbrance, or other matter that could adversely affect the ability of the Administrative Agent to obtain a first-priority perfected lien on any Mortgaged Property.
Section 5: Representations and Warranties
The Borrower hereby represents and warrants to the Administrative Agent and each Lender, as of the date hereof, that:
(a) Title. The Borrower and each applicable Guarantor has good and marketable fee simple title (or, with respect to any leasehold property, a valid and subsisting leasehold interest) in each of the forty-two (42) Mortgaged Properties identified on Exhibit A hereto, subject only to Permitted Encumbrances as defined in the Credit Agreement. No Mortgaged Property is subject to any lien, encumbrance, easement, restriction, or other title defect that would materially adversely affect the value of such property or the ability of the Administrative Agent to obtain a first-priority perfected lien thereon, other than Permitted Encumbrances.
(b) Condemnation Proceedings. There are no pending or, to the knowledge of the Borrower, threatened condemnation, eminent domain, or similar proceedings with respect to any of the forty-two (42) Mortgaged Properties. Neither the Borrower nor any Guarantor has received any written notice from any governmental authority of any intention to condemn, take by eminent domain, or otherwise acquire all or any portion of any Mortgaged Property.
(c) Release of Existing Liens. All existing mortgages, deeds of trust, security deeds, assignments of leases and rents, and other liens and encumbrances in favor of Greystone Federal Credit Corp. (in its capacity as administrative agent under the existing $625,000,000 Term Loan B facility, CUSIP 92347LAA0), or any other secured party in connection with such facility, are being released, terminated, and discharged simultaneously with the payoff of such facility on the Closing Date, and the Borrower has received (or will receive on the Closing Date) all necessary payoff letters, UCC-3 termination statements, releases, satisfactions, and reconveyances in connection therewith. No further consents, approvals, or authorizations are required from Greystone Federal Credit Corp. or any other person in order for the Borrower and the Guarantors to execute, deliver, and grant the Mortgages and related security interests in favor of the Administrative Agent as contemplated by this Letter Agreement.
(d) No Violations. The execution, delivery, and performance of the Mortgages and the other Post-Closing Deliverables by the Borrower and each applicable Guarantor will not (i) violate any provision of the organizational documents of the Borrower or any Guarantor, (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would constitute a default) under, any existing agreement, mortgage, indenture, contract, lease, license, permit, or other instrument or restriction to which the Borrower or any Guarantor is a party or by which any of the Mortgaged Properties is bound, (iii) result in the creation or imposition of any lien or encumbrance on any Mortgaged Property (other than the liens in favor of the Administrative Agent), or (iv) violate any applicable law, rule, regulation, order, judgment, or decree of any governmental authority having jurisdiction over the Borrower, any Guarantor, or any Mortgaged Property.
The representations and warranties set forth in this Section 5 are made as of the date hereof and shall survive the delivery of the Post-Closing Deliverables. The Borrower shall promptly notify the Administrative Agent if any of the foregoing representations and warranties shall cease to be true and correct in any material respect at any time prior to the delivery of the Post-Closing Deliverables.
Section 6: Responsibility and Contact Information
The following persons shall serve as the primary contacts for purposes of coordination and communication with respect to the Post-Closing Deliverables:
For the Borrower:
Priya Narayanan General Counsel & Corporate Secretary Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, Florida 33433
Glenn Fischbach Treasurer Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, Florida 33433
For Borrower's Counsel:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006
Ian Blackwood, Responsible Partner, Banking & Finance Sophie Tremblay, Lead Associate, Banking & Finance Daniel Obi, Working Associate, Banking & Finance (primary contact for real property deliverables)
Engagement Number: 1016-00009
For the Administrative Agent:
Crescent Harbor Bank, National Association 600 Lexington Avenue, 34th Floor New York, New York 10022
Theodore Marchetti, Managing Director, Leveraged Finance Anika Holm, Director, Loan Syndications
Loan Number: CHB-LF-2022-07814
For Agent's Counsel:
Whitfield Gage & Partridge LLP 383 Madison Avenue, 28th Floor New York, New York 10179
Harrison Whitfield III, Lead Partner, Banking & Credit Megan Yeung, Lead Associate, Banking & Credit
For Title Insurer:
Continental Fidelity Title Company 1221 Brickell Avenue, Suite 900 Miami, Florida 33131
Each party may designate additional contacts or change its designated contacts by written notice to the other parties in accordance with the notice provisions of the Credit Agreement.
Section 7: Relationship to Credit Agreement and Loan Documents
This Letter Agreement constitutes a "Loan Document" as such term is defined in the Credit Agreement. All references to "Loan Documents" in the Credit Agreement and the other Operative Documents shall be deemed to include this Letter Agreement.
In the event of any conflict or inconsistency between the terms and provisions of this Letter Agreement and the terms and provisions of the Credit Agreement, the terms and provisions of the Credit Agreement shall control and govern. Nothing in this Letter Agreement shall be construed to amend, modify, supplement, or supersede any provision of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, or the Intercreditor Agreement, except to the extent expressly set forth herein with respect to the timing for delivery of the Post-Closing Deliverables.
This Letter Agreement supplements, and does not amend or modify, the terms of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, and the Intercreditor Agreement. Without limiting the generality of the foregoing, the covenants, representations, warranties, events of default, and other provisions of the Credit Agreement shall remain in full force and effect, and this Letter Agreement shall not be deemed to limit or otherwise affect any obligation of the Borrower or any Guarantor under the Credit Agreement or any other Loan Document.
Section 8: Miscellaneous Provisions
8.1 Governing Law.
This Letter Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York (including Section 5-1401 of the General Obligations Law of the State of New York), without regard to conflicts of law principles that would require the application of the laws of any other jurisdiction.
8.2 Jurisdiction.  Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Letter Agreement or the transactions contemplated hereby. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue in any such court, and any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.
8.3 Waiver of Jury Trial.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.3.
8.4 Counterparts.  This Letter Agreement may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Letter Agreement by facsimile or by electronic transmission in portable document format (.pdf) or similar format shall be effective as delivery of a manually executed counterpart of this Letter Agreement.
8.5 Amendments and Waivers.
No amendment, modification, or waiver of any provision of this Letter Agreement, and no consent to any departure by the Borrower or any Guarantor therefrom, shall be effective unless in writing signed by the Borrower and the Administrative Agent (acting at the direction of the Required Lenders, as defined in the Credit Agreement), and each such amendment, modification, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No failure or delay by the Administrative Agent or any Lender in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
8.6 Successors and Assigns.
This Letter Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent. The Administrative Agent may assign its rights and obligations hereunder in accordance with the terms of the Credit Agreement.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
If the foregoing correctly sets forth the agreement among the parties hereto with respect to the Post-Closing Deliverables, please execute this Letter Agreement in the space provided below and return an executed counterpart to the undersigned.
Very truly yours,
VERIMARK HOSPITALITY GROUP INC. (as Borrower)
By: ________
Name: Renata Haines
Title: Chief Financial Officer
By: ________
Name: Priya Narayanan
Title: General Counsel & Corporate Secretary
ACKNOWLEDGED AND AGREED:
CRESCENT HARBOR BANK, NATIONAL ASSOCIATION (as Administrative Agent and Collateral Agent)
By: ________
Name: Theodore Marchetti
Title: Managing Director, Leveraged Finance
ACKNOWLEDGED BY EACH GUARANTOR:
VERIMARK RESORT PROPERTIES LLC
By: ________
Name: Renata Haines
Title: Authorized Signatory
Date: ________
VHG MANAGEMENT SERVICES INC.
By: ________
Name: Renata Haines
Title: Authorized Signatory
Date: ________
VERIMARK CONVENTION HOLDINGS LLC
By: ________
Name: Renata Haines
Title: Authorized Signatory
Date: ________
PALMETTO BEACHFRONT HOTELS LLC
By: ________
Name: Renata Haines
Title: Authorized Signatory
Date: ________
CASCADIA HOSPITALITY CORP.
By: ________
Name: Renata Haines
Title: Authorized Signatory
Date: ________
EXHIBIT A
SCHEDULE OF POST-CLOSING DELIVERABLES
The following table sets forth each of the forty-two (42) Mortgaged Properties for which Post-Closing Deliverables are to be delivered pursuant to the Letter Agreement dated July 21, 2022. All Post-Closing Deliverables are to be delivered to the Administrative Agent on or before August 5, 2022 (the Post-Closing Deadline).
Part I: Florida Properties (12) — Palmetto Beachfront Hotels LLC
Part II: New York Properties (6) — Verimark Resort Properties LLC
Part III: California Properties (5) — Verimark Resort Properties LLC
Part IV: Texas Properties (4) — Verimark Resort Properties LLC
Part V: Georgia Properties (3) — Verimark Resort Properties LLC
Part VI: Colorado Properties (3) — Verimark Resort Properties LLC
Part VII: Arizona Properties (2) — Verimark Resort Properties LLC
Part VIII: Illinois Properties (2) — Verimark Resort Properties LLC
Part IX: Washington Properties (2) — Verimark Resort Properties LLC
Part X: Oregon Property (1) — Verimark Resort Properties LLC
Part XI: Nevada Property (1) — Verimark Resort Properties LLC
Part XII: Virginia Property (1) — Verimark Resort Properties LLC
Summary by State
All Post-Closing Deliverables are to be delivered to the Administrative Agent on or before August 5, 2022. Title insurance status reflects status as of July 21, 2022. "Committed" denotes that a title commitment has been issued by Continental Fidelity Title Company. "Pending" denotes that a title commitment has been ordered but not yet received. Survey status of "Existing" indicates that an ALTA/NSPS survey completed within the prior three (3) years is available and may be recertified, subject to the approval of the Administrative Agent and Continental Fidelity Title Company.
State | Number of Properties | Owning Guarantor / Mortgagor | Form of Security Instrument
Florida | 12 | Palmetto Beachfront Hotels LLC | Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
New York | 6 | Verimark Resort Properties LLC | Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
California | 5 | Verimark Resort Properties LLC (as Trustor) | Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Texas | 4 | Verimark Resort Properties LLC | Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Georgia | 3 | Verimark Resort Properties LLC | Security Deed, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Colorado | 3 | Verimark Resort Properties LLC | Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Arizona | 2 | Verimark Resort Properties LLC | Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Illinois | 2 | Verimark Resort Properties LLC | Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Washington | 2 | Verimark Resort Properties LLC | Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Oregon | 1 | Verimark Resort Properties LLC | Trust Deed, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Nevada | 1 | Verimark Resort Properties LLC | Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
Virginia | 1 | Verimark Resort Properties LLC | Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing
No. | Property Name / Address | State | Owning Guarantor | Security Instrument | Title Status | Survey Status | Flood Zone Status | Recording Status | Local Counsel | Target Date
1 | Verimark Oceanfront Resort, 3100 N. Ocean Boulevard, Fort Lauderdale, FL 33308 | FL | Palmetto Beachfront Hotels LLC | Mortgage | Committed | To be updated | Pending | Pending | Rosen Levine PA (Miami) | 8/5/2022
2 | Palmetto Grand Hotel, 500 S. Atlantic Avenue, Daytona Beach, FL 32118 | FL | Palmetto Beachfront Hotels LLC | Mortgage | Committed | To be updated | Pending | Pending | Rosen Levine PA (Miami) | 8/5/2022
3 | Verimark Beachside Inn, 1900 Collins Avenue, Miami Beach, FL 33139 | FL | Palmetto Beachfront Hotels LLC | Mortgage | Committed | Existing | Pending | Pending | Rosen Levine PA (Miami) | 8/5/2022
4 | Key Largo Marina Resort, 99450 Overseas Highway, Key Largo, FL 33037 | FL | Palmetto Beachfront Hotels LLC | Mortgage | Committed | To be updated | Pending | Pending | Rosen Levine PA (Miami) | 8/5/2022
5 | Clearwater Harbor Hotel, 210 Coronado Drive, Clearwater Beach, FL 33767 | FL | Palmetto Beachfront Hotels LLC | Mortgage | Pending | To be updated | Pending | Pending | Rosen Levine PA (Miami) | 8/5/2022
6 | Naples Bayside Resort, 851 Gulf Shore Boulevard N., Naples, FL 34102 | FL | Palmetto Beachfront Hotels LLC | Mortgage | Committed | Existing | Pending | Pending | Rosen Levine PA (Miami) | 8/5/2022
7 | Sarasota Keys Hotel, 1255 Benjamin Franklin Drive, Sarasota, FL 34236 | FL | Palmetto Beachfront Hotels LLC | Mortgage | Committed | To be updated | Pending | Pending | Rosen Levine PA (Miami) | 8/5/2022
8 | Palm Beach Convention Hotel, 2800 S. Ocean Boulevard, Palm Beach, FL 33480 | FL | Palmetto Beachfront Hotels LLC | Mortgage | Pending | To be updated | Pending | Pending | Rosen Levine PA (Miami) | 8/5/2022
9 | Jacksonville Riverview Inn, 1515 Prudential Drive, Jacksonville, FL 32207 | FL | Palmetto Beachfront Hotels LLC | Mortgage | Committed | Existing | Pending | Pending | Rosen Levine PA (Miami) | 8/5/2022
10 | St. Augustine Historic Lodge, 44 Avenida Menendez, St. Augustine, FL 32084 | FL | Palmetto Beachfront Hotels LLC | Mortgage | Committed | To be updated | Pending | Pending | Rosen Levine PA (Miami) | 8/5/2022
11 | Orlando Convention Center Hotel, 9801 International Drive, Orlando, FL 32819 | FL | Palmetto Beachfront Hotels LLC | Mortgage | Committed | Existing | Pending | Pending | Rosen Levine PA (Miami) | 8/5/2022
12 | Destin Emerald Shores Resort, 4100 Legendary Drive, Destin, FL 32541 | FL | Palmetto Beachfront Hotels LLC | Mortgage | Committed | To be updated | Pending | Pending | Rosen Levine PA (Miami) | 8/5/2022
No. | Property Name / Address | State | Owning Guarantor | Security Instrument | Title Status | Survey Status | Flood Zone Status | Recording Status | Local Counsel | Target Date
13 | Verimark Midtown Hotel, 145 West 44th Street, New York, NY 10036 | NY | Verimark Resort Properties LLC | Mortgage | Committed | Existing | Pending | Pending | N/A (C&H handling) | 8/5/2022
14 | SoHo Luxe Hotel, 310 West Broadway, New York, NY 10013 | NY | Verimark Resort Properties LLC | Mortgage | Committed | To be updated | Pending | Pending | N/A (C&H handling) | 8/5/2022
15 | Brooklyn Waterfront Inn, 60 Furman Street, Brooklyn, NY 11201 | NY | Verimark Resort Properties LLC | Mortgage | Pending | To be updated | Pending | Pending | N/A (C&H handling) | 8/5/2022
16 | Westchester Conference Center Hotel, 700 Westchester Avenue, Rye Brook, NY 10573 | NY | Verimark Resort Properties LLC | Mortgage | Committed | Existing | Pending | Pending | N/A (C&H handling) | 8/5/2022
17 | Saratoga Springs Resort, 534 Broadway, Saratoga Springs, NY 12866 | NY | Verimark Resort Properties LLC | Mortgage | Committed | Existing | Pending | Pending | N/A (C&H handling) | 8/5/2022
18 | Lake Placid Mountain Lodge, 2511 Main Street, Lake Placid, NY 12946 | NY | Verimark Resort Properties LLC | Mortgage | Committed | Existing | Pending | Pending | N/A (C&H handling) | 8/5/2022
No. | Property Name / Address | State | Owning Guarantor | Security Instrument | Title Status | Survey Status | Flood Zone Status | Recording Status | Local Counsel | Target Date
19 | Beverly Hills Grand Hotel, 9876 Wilshire Boulevard, Beverly Hills, CA 90210 | CA | Verimark Resort Properties LLC | Deed of Trust | Committed | To be updated | Pending | Pending | Drayton & Woo LLP (Los Angeles) | 8/5/2022
20 | San Francisco Union Square Hotel, 450 Powell Street, San Francisco, CA 94102 | CA | Verimark Resort Properties LLC | Deed of Trust | Committed | To be updated | Pending | Pending | Drayton & Woo LLP (Los Angeles) | 8/5/2022
21 | Napa Valley Wine Country Resort, 6711 Washington Street, Yountville, CA 94599 | CA | Verimark Resort Properties LLC | Deed of Trust | Committed | Existing | Pending | Pending | Drayton & Woo LLP (Los Angeles) | 8/5/2022
22 | San Diego Bayfront Hotel, 1355 N. Harbor Drive, San Diego, CA 92101 | CA | Verimark Resort Properties LLC | Deed of Trust | Pending | To be updated | Pending | Pending | Drayton & Woo LLP (Los Angeles) | 8/5/2022
23 | Santa Monica Oceanview Resort, 1700 Ocean Avenue, Santa Monica, CA 90401 | CA | Verimark Resort Properties LLC | Deed of Trust | Committed | To be updated | Pending | Pending | Drayton & Woo LLP (Los Angeles) | 8/5/2022
No. | Property Name / Address | State | Owning Guarantor | Security Instrument | Title Status | Survey Status | Flood Zone Status | Recording Status | Local Counsel | Target Date
24 | Austin Downtown Hotel, 200 Lavaca Street, Austin, TX 78701 | TX | Verimark Resort Properties LLC | Deed of Trust | Committed | To be updated | Pending | Pending | Hartwell Beckham PLLC (Dallas) | 8/5/2022
25 | Dallas Arts District Inn, 1717 Arts Plaza, Dallas, TX 75201 | TX | Verimark Resort Properties LLC | Deed of Trust | Committed | Existing | Pending | Pending | Hartwell Beckham PLLC (Dallas) | 8/5/2022
26 | Houston Galleria Hotel, 5050 Westheimer Road, Houston, TX 77056 | TX | Verimark Resort Properties LLC | Deed of Trust | Committed | To be updated | Pending | Pending | Hartwell Beckham PLLC (Dallas) | 8/5/2022
27 | San Antonio Riverwalk Resort, 112 College Street, San Antonio, TX 78205 | TX | Verimark Resort Properties LLC | Deed of Trust | Committed | Existing | Pending | Pending | Hartwell Beckham PLLC (Dallas) | 8/5/2022
No. | Property Name / Address | State | Owning Guarantor | Security Instrument | Title Status | Survey Status | Flood Zone Status | Recording Status | Local Counsel | Target Date
28 | Atlanta Buckhead Hotel, 3391 Peachtree Road NE, Atlanta, GA 30326 | GA | Verimark Resort Properties LLC | Security Deed | Committed | To be updated | Pending | Pending | Calloway Reid LLC (Atlanta) | 8/5/2022
29 | Savannah Riverfront Inn, 2 East Bay Street, Savannah, GA 31401 | GA | Verimark Resort Properties LLC | Security Deed | Committed | Existing | Pending | Pending | Calloway Reid LLC (Atlanta) | 8/5/2022
30 | Sea Island Coastal Resort, 100 Cloister Drive, Sea Island, GA 31561 | GA | Verimark Resort Properties LLC | Security Deed | Pending | To be updated | Pending | Pending | Calloway Reid LLC (Atlanta) | 8/5/2022
No. | Property Name / Address | State | Owning Guarantor | Security Instrument | Title Status | Survey Status | Flood Zone Status | Recording Status | Local Counsel | Target Date
31 | Vail Mountain Lodge, 395 East Lionshead Circle, Vail, CO 81657 | CO | Verimark Resort Properties LLC | Deed of Trust | Committed | Existing | Pending | Pending | Keppler & Strand PC (Denver) | 8/5/2022
32 | Aspen Silver Creek Hotel, 315 East Dean Street, Aspen, CO 81611 | CO | Verimark Resort Properties LLC | Deed of Trust | Committed | To be updated | Pending | Pending | Keppler & Strand PC (Denver) | 8/5/2022
33 | Denver LoDo Convention Hotel, 1600 Wewatta Street, Denver, CO 80202 | CO | Verimark Resort Properties LLC | Deed of Trust | Committed | To be updated | Pending | Pending | Keppler & Strand PC (Denver) | 8/5/2022
No. | Property Name / Address | State | Owning Guarantor | Security Instrument | Title Status | Survey Status | Flood Zone Status | Recording Status | Local Counsel | Target Date
34 | Scottsdale Desert Spa Resort, 7575 East Princess Drive, Scottsdale, AZ 85255 | AZ | Verimark Resort Properties LLC | Deed of Trust | Committed | To be updated | Pending | Pending | Montrose & Duval PLLC (Phoenix) | 8/5/2022
35 | Sedona Red Rock Hotel, 90 Ridge Trail Drive, Sedona, AZ 86336 | AZ | Verimark Resort Properties LLC | Deed of Trust | Committed | Existing | Pending | Pending | Montrose & Duval PLLC (Phoenix) | 8/5/2022
No. | Property Name / Address | State | Owning Guarantor | Security Instrument | Title Status | Survey Status | Flood Zone Status | Recording Status | Local Counsel | Target Date
36 | Chicago Magnificent Mile Hotel, 505 North Michigan Avenue, Chicago, IL 60611 | IL | Verimark Resort Properties LLC | Mortgage | Committed | To be updated | Pending | Pending | Brennan Polk & Associates (Chicago) | 8/5/2022
37 | Chicago O'Hare Airport Hotel, 10255 West Higgins Road, Rosemont, IL 60018 | IL | Verimark Resort Properties LLC | Mortgage | Committed | Existing | Pending | Pending | Brennan Polk & Associates (Chicago) | 8/5/2022
No. | Property Name / Address | State | Owning Guarantor | Security Instrument | Title Status | Survey Status | Flood Zone Status | Recording Status | Local Counsel | Target Date
38 | Seattle Waterfront Hotel, 1001 Alaskan Way, Seattle, WA 98101 | WA | Verimark Resort Properties LLC | Deed of Trust | Committed | To be updated | Pending | Pending | Haskell Yamamoto PLLC (Seattle) | 8/5/2022
39 | Bellevue Eastside Conference Hotel, 300 112th Avenue SE, Bellevue, WA 98004 | WA | Verimark Resort Properties LLC | Deed of Trust | Committed | Existing | Pending | Pending | Haskell Yamamoto PLLC (Seattle) | 8/5/2022
No. | Property Name / Address | State | Owning Guarantor | Security Instrument | Title Status | Survey Status | Flood Zone Status | Recording Status | Local Counsel | Target Date
40 | Portland Pearl District Hotel, 1455 NW Irving Street, Portland, OR 97209 | OR | Verimark Resort Properties LLC | Trust Deed | Committed | To be updated | Pending | Pending | Haskell Yamamoto PLLC (Seattle) | 8/5/2022
No. | Property Name / Address | State | Owning Guarantor | Security Instrument | Title Status | Survey Status | Flood Zone Status | Recording Status | Local Counsel | Target Date
41 | Las Vegas Boulevard Resort & Casino Hotel, 3555 Las Vegas Boulevard S., Las Vegas, NV 89109 | NV | Verimark Resort Properties LLC | Deed of Trust | Committed | Existing | Pending | Pending | Montrose & Duval PLLC (Phoenix) | 8/5/2022
No. | Property Name / Address | State | Owning Guarantor | Security Instrument | Title Status | Survey Status | Flood Zone Status | Recording Status | Local Counsel | Target Date
42 | Arlington Gateway Hotel, 1100 Wilson Boulevard, Arlington, VA 22209 | VA | Verimark Resort Properties LLC | Deed of Trust | Committed | To be updated | Pending | Pending | Calloway Reid LLC (Atlanta) | 8/5/2022
State | Number of Properties | Owning Guarantor | Form of Security Instrument
Florida | 12 | Palmetto Beachfront Hotels LLC | Mortgage
New York | 6 | Verimark Resort Properties LLC | Mortgage
California | 5 | Verimark Resort Properties LLC | Deed of Trust
Texas | 4 | Verimark Resort Properties LLC | Deed of Trust
Georgia | 3 | Verimark Resort Properties LLC | Security Deed
Colorado | 3 | Verimark Resort Properties LLC | Deed of Trust
Arizona | 2 | Verimark Resort Properties LLC | Deed of Trust
Illinois | 2 | Verimark Resort Properties LLC | Mortgage
Washington | 2 | Verimark Resort Properties LLC | Deed of Trust
Oregon | 1 | Verimark Resort Properties LLC | Trust Deed
Nevada | 1 | Verimark Resort Properties LLC | Deed of Trust
Virginia | 1 | Verimark Resort Properties LLC | Deed of Trust
Total | 42

POST-CLOSING LETTER AGREEMENT

ACKNOWLEDGED AND AGREED:

ACKNOWLEDGED BY EACH GUARANTOR:

VERIMARK RESORT PROPERTIES LLC

VHG MANAGEMENT SERVICES INC.

VERIMARK CONVENTION HOLDINGS LLC

PALMETTO BEACHFRONT HOTELS LLC

CASCADIA HOSPITALITY CORP.

EXHIBIT A

SCHEDULE OF POST-CLOSING DELIVERABLES

Record

Parties

Dates

Amounts