CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
INTERNAL MEMORANDUM
Date: April 5, 2022
To: Ian Blackwood, Responsible Partner, Banking & Finance Stephanie Okafor, Billing Partner, Banking & Finance
From: Sophie Tremblay, Lead Associate, Banking & Finance
Re: Conflict Check Results — Proposed Representation of Verimark Hospitality Group Inc. in $700,000,000 Term Loan B Refinancing
Matter Reference: Proposed Engagement No. 1016-00009
CONFIDENTIALITY NOTICE: This memorandum is prepared for internal firm use only in connection with the evaluation of potential conflicts of interest arising from the proposed engagement referenced above. It is protected by the attorney-client privilege and the work product doctrine and should not be disclosed outside the firm. Any unauthorized disclosure, distribution, or copying of this memorandum or any portion thereof is strictly prohibited. If you have received this memorandum in error, please notify the author immediately and destroy all copies.
I. Summary of Engagement and Purpose of Memorandum
Calderwood & Harkness LLP ("C&H" or the "Firm") has been asked to represent Verimark Hospitality Group Inc. ("VHG"), a Delaware corporation publicly traded on the New York Stock Exchange under the ticker symbol VMRK, headquartered at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433, as borrower's counsel in connection with a proposed $700,000,000 senior secured Term Loan B refinancing (the "Transaction" or the "Proposed Refinancing").
The Proposed Refinancing will replace VHG's existing $625,000,000 senior secured Term Loan B facility (the "Existing TLB"), which was originated on February 14, 2020, with Greystone Federal Credit Corp. ("Greystone") serving as administrative agent thereunder. The Proposed Refinancing is expected to provide approximately $75,000,000 in incremental proceeds beyond the payoff amount of the Existing TLB, which incremental proceeds are intended to be used by VHG for acquisitions and general corporate purposes consistent with VHG's stated business strategy of expanding its portfolio of hospitality and resort properties.
Crescent Harbor Bank, National Association ("Crescent Harbor") will serve as administrative agent, collateral agent, lead arranger, and sole bookrunner for the Proposed Refinancing. Whitfield Gage & Partridge LLP ("WGP") is expected to serve as counsel to the administrative agent and the syndicate lenders (i.e., agent's/lenders' counsel) on the opposite side of the Transaction from VHG. If the Firm accepts this engagement, C&H would represent VHG exclusively in its capacity as borrower throughout the negotiation, documentation, and closing of the Credit Agreement and related loan documents, as well as in connection with the prepayment and discharge of the Existing TLB.
The purpose of this memorandum is to document the results of the comprehensive conflicts check conducted on April 4–5, 2022, covering all identified parties to the Transaction, their known affiliates and subsidiaries, and key individuals associated with each party. This memorandum will confirm whether the Firm may accept the proposed engagement without conflict or, in the event that any actual or potential conflicts of interest are identified, will set forth proposed resolutions, including any waivers or informed-consent procedures that may be required under applicable rules of professional conduct.
II. Parties Searched
The following is a complete list of all parties, affiliates, subsidiaries, and key individuals searched in connection with the conflicts check for the Proposed Refinancing. Searches were conducted against the Firm's New Business Intake system (the "NBI System") and supplemental sources as described in Section III below.
A. Client / Borrower
Verimark Hospitality Group Inc. ("VHG")
•  Entity Type: Delaware corporation
•  Stock Exchange: NYSE (Ticker: VMRK)
•  EIN: 82-3741956
•  Delaware Secretary of State File No.: 7291843
•  Principal Place of Business: 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
The following key officers of VHG were searched individually:
•  Marcus Delvecchio — Chief Executive Officer
•  Renata Haines — Chief Financial Officer
•  Priya Narayanan — General Counsel and Corporate Secretary
•  Glenn Fischbach — Treasurer
The following material subsidiaries and expected guarantors of VHG were searched:
•  Verimark Resort Properties LLC — Delaware limited liability company; direct subsidiary of VHG; expected to serve as a guarantor and grantor of security interests under the Proposed Refinancing
•  VHG Management Services Inc. — Delaware corporation; direct subsidiary of VHG; hotel and resort management services entity; expected to serve as a guarantor under the Proposed Refinancing
•  Verimark Convention Holdings LLC — Delaware limited liability company; subsidiary of VHG holding convention center and meeting space assets; expected to serve as a guarantor under the Proposed Refinancing
•  Palmetto Beachfront Hotels LLC — Florida limited liability company; subsidiary of VHG owning and operating beachfront hotel properties in the state of Florida; expected to serve as a guarantor and grantor of mortgages under the Proposed Refinancing
•  Cascadia Hospitality Corp. — Delaware corporation; subsidiary of VHG operating hotel and resort properties in the Pacific Northwest; expected to serve as a guarantor under the Proposed Refinancing
B. Administrative Agent / Lead Arranger
Crescent Harbor Bank, National Association ("Crescent Harbor")
•  Entity Type: OCC-chartered national banking association
•  Headquarters: 600 Lexington Avenue, 34th Floor, New York, NY 10022
•  Role in Transaction: Administrative Agent, Collateral Agent, Lead Arranger, and Sole Bookrunner; also anticipated to retain $50,000,000 on its own book as a syndicate lender
The following key individuals of Crescent Harbor were searched:
•  Theodore "Ted" Marchetti — Managing Director, Leveraged Finance; primary relationship banker for the Transaction
•  Anika Holm — Director, Loan Syndications; responsible for syndication strategy and lender allocation
C. Agent's / Lenders' Counsel (Opposing Counsel)
Whitfield Gage & Partridge LLP ("WGP")
•  Headquarters: 383 Madison Avenue, 28th Floor, New York, NY 10179
•  Role in Transaction: Counsel to the Administrative Agent and the syndicate lenders (opposing counsel to C&H/VHG)
The following key individuals of WGP were searched:
•  Harrison Whitfield III — Lead Partner on the Transaction
•  Megan Yeung — Lead Associate on the Transaction
D. Existing Facility Agent (Payoff Party)
Greystone Federal Credit Corp. ("Greystone")
•  Entity Type: New York corporation
•  Headquarters: 200 Park Avenue South, 22nd Floor, New York, NY 10003
•  Role in Transaction: Administrative agent under the Existing TLB being refinanced; will be a payoff party and will process discharge and release of existing collateral
The following key individual of Greystone was searched:
•  Marion Stillwell — Vice President, Agency Services; responsible for payoff processing and lien release coordination
E. Identified Syndicate Lenders
Based on the preliminary syndicate composition provided by Crescent Harbor and confirmed by VHG's financial advisor, the following entities have been identified as anticipated syndicate lenders in the Proposed Refinancing. Each entity was searched along with its identified principal contact:
1. Ridgeline Capital Partners, LP
•  Entity Type: Delaware limited partnership
•  Business Description: CLO fund
•  Anticipated Commitment: $125,000,000
•  Principal Contact: Jerome Alston, Portfolio Manager
2. Beacon Atlantic Credit Fund III
•  Entity Type: Cayman Islands exempted limited partnership
•  Business Description: Credit fund (direct lending and leveraged loan)
•  Anticipated Commitment: $100,000,000
•  Principal Contact: Lina Marchenko, Senior Analyst
3. Tidewater Institutional Investors, Inc.
•  Entity Type: Connecticut corporation
•  Business Description: Insurance company investment arm
•  Anticipated Commitment: $75,000,000
•  Principal Contact: Douglas Nettles, Head of Private Credit
4. Ironbridge Loan Management LLC
•  Entity Type: Delaware limited liability company
•  Business Description: CLO manager
•  Anticipated Commitment: $100,000,000
•  Principal Contact: Catherine Volpe, Managing Director
5. Northway Savings Bank
•  Entity Type: Massachusetts state-chartered banking institution
•  Business Description: Regional bank; commercial lending
•  Anticipated Commitment: $75,000,000
•  Principal Contact: Brian Kowalski, Senior Vice President, Commercial Lending
6. Copperleaf Asset Management, LP
•  Entity Type: Delaware limited partnership
•  Business Description: Credit hedge fund
•  Anticipated Commitment: $100,000,000
•  Principal Contact: Samara Patel, Partner
7. Harborview Mutual Life Insurance Company
•  Entity Type: New York mutual insurance company
•  Business Description: Life insurer; fixed-income investment portfolio
•  Anticipated Commitment: $75,000,000
•  Principal Contact: Franklin Yee, Chief Investment Officer
8. Crescent Harbor Bank, N.A. (in its capacity as a syndicate lender)
•  Anticipated Retained Commitment: $50,000,000
•  (Searched in connection with its agent role; see Section II.B above)
Total anticipated syndicate commitments across all lenders, including Crescent Harbor's retained portion: $700,000,000.
F. Other Transaction Parties
The following additional transaction parties were identified and searched:
1. Meridian Strauss Advisory LLC
•  Entity Type: Delaware limited liability company
•  Role in Transaction: Financial advisor to VHG
•  Principal Contact: Elise Cavanaugh, Managing Director
•  Office: 299 Park Avenue, 16th Floor, New York, NY 10171
2. Clearmont & Wharton LLP
•  Role in Transaction: VHG's independent registered public accounting firm
•  Office: 100 SE 2nd Street, Suite 3200, Miami, FL 33131
•  Engagement Partner: Ronald Ashby, CPA
3. Kellaway Ratings Group ("KRG")
•  Entity Type: New York corporation
•  Role in Transaction: Rating agency; has assigned a BB- corporate family rating to VHG
•  Note: KRG may also be asked to rate the Term Loan B facility
4. Pinnacle Credit Services ("PCS")
•  Entity Type: New York corporation
•  Role in Transaction: Rating agency; has assigned a Ba3 corporate family rating to VHG
•  Note: PCS may also be asked to rate the Term Loan B facility
5. Continental Fidelity Title Company
•  Entity Type: Florida corporation
•  Role in Transaction: Title insurer for mortgaged hotel properties included in the collateral package
•  Office: 1221 Brickell Avenue, Suite 900, Miami, FL 33131
6. Atlantic Standard Trust Company
•  Role in Transaction: Indenture trustee under the indenture governing VHG's existing $245,000,000 aggregate principal amount of senior unsecured notes due 2028 (the "2028 Notes"); will be relevant to the extent the Credit Agreement includes covenants or intercreditor provisions relating to the 2028 Notes
III. Conflicts Database Search Methodology
All conflicts searches described in this memorandum were conducted by the undersigned, with the assistance of the Firm's Conflicts and New Business Intake Department (the "Conflicts Team"), on April 4–5, 2022, using the Firm's NBI System. The NBI System is the Firm's centralized conflicts database of record and contains records of all current and former client representations, adverse parties, co-counsel relationships, and related matter information maintained by the Firm.
Search Parameters. For each entity identified in Section II above, the Conflicts Team conducted searches using the following search parameters:
(a) Full legal name of the entity (including any "Inc.," "LLC," "LP," "N.A.," or similar designations);
(b) Short name, trade name, and commonly used abbreviations (e.g., "VHG" for Verimark Hospitality Group Inc.; "Crescent Harbor" for Crescent Harbor Bank, National Association);
(c) Stock ticker symbol, where applicable (e.g., "VMRK" for VHG);
(d) Employer Identification Number (EIN), where available;
(e) Known aliases, prior names, and "doing business as" names for each entity; and
(f) Wildcard and partial-match searches to capture potential variations in naming conventions.
Individual Name Searches. For all key officers, directors, principals, and transaction contacts identified in Section II, individual name searches were conducted using first name, last name, and, where available, middle name or initial. The Conflicts Team also ran reverse searches to determine whether any of the identified individuals appeared in the NBI System as clients, adverse parties, or contacts in any other capacity.
Affiliate and Subsidiary Searches. For VHG and each other entity with known affiliates or subsidiaries, searches were extended to capture parent companies, sister entities, and subsidiaries. In the case of VHG, each of the five material subsidiaries identified in Section II.A was searched separately. For Crescent Harbor, the Conflicts Team confirmed that the search captured the bank's parent holding company and other known affiliated entities.
Cross-References. The search results were cross-referenced against the following categories of records maintained in the NBI System:
(a) All currently active client matters across all practice groups;
(b) All matters closed within the past thirty-six (36) months (i.e., matters closed on or after April 5, 2019);
(c) The Firm's adverse-party records, which track entities against whom the Firm has represented clients in litigation, transactional disputes, enforcement actions, or other adversarial proceedings; and
(d) The Firm's co-counsel records, which track law firms and other professionals with whom the Firm has served as co-counsel on matters.
Supplemental Personal Conflict Declarations. In addition to the database searches described above, the Conflicts Team circulated personal conflict declaration forms to each member of the proposed C&H engagement team—specifically, Ian Blackwood (Responsible Partner), Stephanie Okafor (Billing Partner), Sophie Tremblay (Lead Associate), Daniel Obi (Senior Associate), and Leonard Cross (Junior Associate). Each team member was asked to certify whether he or she has any personal relationships, financial interests, prior employment relationships, or other connections with any of the parties or individuals identified in Section II that could give rise to a conflict of interest or the appearance of a conflict. The results of these personal conflict declarations are summarized in Section V below.
Limitations. As with any conflicts check, the results reported herein are limited by the completeness and accuracy of the information maintained in the Firm's NBI System and the information provided by the prospective client and its financial advisor. If additional parties are identified during the course of the Transaction—particularly during the syndication process, when the final lender group may differ from the preliminary syndicate composition set forth in Section II.E—supplemental conflicts checks will need to be conducted at that time.
IV. Results of Conflicts Check
Set forth below are the results of the conflicts check for each party and category of parties identified in Section II. Where a potential issue was identified, the analysis and recommended resolution are described in detail. Where no issue was identified, a summary conclusion is provided.
A. Verimark Hospitality Group Inc. and Subsidiaries
The NBI System was searched for Verimark Hospitality Group Inc. and each of its five identified material subsidiaries (Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, Palmetto Beachfront Hotels LLC, and Cascadia Hospitality Corp.), as well as for each of VHG's key officers (Marcus Delvecchio, Renata Haines, Priya Narayanan, and Glenn Fischbach), using the search parameters described in Section III.
Prior Representations. No prior representations of VHG or any of its subsidiaries were identified in the Firm's database. VHG does not appear in the NBI System as a current or former client of the Firm in any capacity, nor does any subsidiary of VHG. This result is consistent with the Firm's understanding that VHG has historically been represented by Kessler & Associates LLP, a Florida-based firm, in connection with its prior financing transactions, and that the engagement of C&H for the Proposed Refinancing would represent a new client relationship for the Firm.
Adverse Matters. No matters adverse to VHG or any of its subsidiaries were identified in the Firm's database. The Firm has not represented any client in litigation, arbitration, regulatory proceedings, or transactional matters in which VHG or any of its subsidiaries was an opposing party, adverse party, or counterparty.
Individual Searches. Searches for Marcus Delvecchio, Renata Haines, Priya Narayanan, and Glenn Fischbach returned no results in the NBI System. None of these individuals appears in the Firm's database as a client, adverse party, or contact in any matter.
Personal Conflicts. No personal conflicts were identified by any member of the proposed engagement team with respect to VHG or any of its subsidiaries or officers. Each team member confirmed that he or she does not hold any equity or debt securities of VHG, does not have any personal or familial relationship with any officer or director of VHG, and has no other connection that could give rise to a conflict of interest.
Conclusion: No conflict. The Firm has no prior or current relationship with VHG or any of its subsidiaries, no adverse matters have been identified, and no personal conflicts exist. The Firm is clear to proceed with accepting VHG as a new client.
B. Crescent Harbor Bank, N.A.
Crescent Harbor Bank, National Association was searched in the NBI System using all applicable search parameters, including its full legal name, abbreviated name, and known affiliated entities (including its parent holding company, Crescent Harbor Financial Group, Inc.). Theodore Marchetti and Anika Holm were searched individually.
Role in Transaction. Crescent Harbor is a counterparty in this Transaction, serving as administrative agent, collateral agent, lead arranger, and sole bookrunner. Crescent Harbor is not a client of the Firm in this engagement. VHG is the Firm's client, and the Firm's duties of loyalty and confidentiality in this Transaction will run exclusively to VHG. Crescent Harbor will be represented by its own counsel, WGP, in the negotiation and documentation of the Credit Agreement and related loan documents.
Prior Representations. The NBI System search revealed that the Firm represented Crescent Harbor Bank, N.A. in a single prior matter: a regulatory advisory engagement (Matter No. 1021-00001) relating to compliance with certain Bank Secrecy Act and anti-money laundering reporting requirements. That engagement was opened on March 12, 2019, and was formally closed on August 30, 2019. The engagement was handled by the Firm's Financial Institutions Regulatory practice group, under the supervision of Partner Elaine Whitford. No members of the proposed engagement team for the Proposed Refinancing were involved in the Crescent Harbor regulatory matter. The Firm received no confidential information in connection with the Crescent Harbor regulatory engagement that would be material to or usable in the Proposed Refinancing. The matter is fully concluded, all invoices have been paid, and no ongoing obligations exist between the Firm and Crescent Harbor arising from that engagement.
Current Active Representations. No current active engagements on behalf of Crescent Harbor Bank, N.A. or any of its affiliates were identified in the NBI System. The Firm does not currently represent Crescent Harbor in any capacity. Accordingly, there is no concurrent client conflict under Rule 1.7 of the Model Rules of Professional Conduct (or any analogous state rule) arising from the Firm's representation of VHG in a transaction in which Crescent Harbor is the counterparty agent and arranger.
Adverse Matters. No matters in which the Firm has represented a client adverse to Crescent Harbor were identified in the NBI System.
Alignment of Interests. It is noted for the record that while Crescent Harbor is technically on the opposite side of the negotiating table from VHG (as agent and arranger for the lenders), the interests of Crescent Harbor and VHG are substantially aligned in achieving a successful closing of the Proposed Refinancing. Crescent Harbor's economic interest lies in successfully arranging and syndicating the loan, and VHG's interest lies in obtaining favorable financing terms. The adversity between the parties is limited to the customary negotiation of Credit Agreement terms (including covenants, representations, events of default, and related provisions), which will be conducted between the Firm (on behalf of VHG) and WGP (on behalf of Crescent Harbor and the lenders) in the ordinary course.
Individual Searches. Searches for Theodore Marchetti and Anika Holm returned no results in the NBI System. Neither individual appears as a client, adverse party, or contact in any Firm matter.
Conclusion: No conflict. Crescent Harbor is a counterparty in this Transaction, not a concurrent client of the Firm. The Firm's single prior representation of Crescent Harbor was an unrelated regulatory matter that closed in August 2019, and no ongoing duties or obligations arise from that former engagement. No current representation of Crescent Harbor exists. The Firm is clear to proceed without the need for any waiver or informed consent.
C. Whitfield Gage & Partridge LLP (Opposing Counsel)
Whitfield Gage & Partridge LLP was searched in the NBI System, along with its identified key individuals (Harrison Whitfield III and Megan Yeung).
Role in Transaction. WGP will serve as counsel to Crescent Harbor (as administrative agent) and the syndicate lenders on the opposite side of the Transaction. This is a standard opposing-counsel arrangement in leveraged finance transactions, in which borrower's counsel and agent's/lenders' counsel negotiate the terms of the Credit Agreement and related loan documents on behalf of their respective clients.
Co-Counsel Relationships. The NBI System was searched to determine whether C&H and WGP are currently serving as co-counsel in any active matter. No such co-counsel relationships were identified. There are no active matters in which C&H and WGP are jointly representing the same client that could create a positional conflict or complicate the Firm's ability to negotiate adversarially with WGP on behalf of VHG in the Proposed Refinancing.
Representations of WGP. The NBI System was searched to determine whether C&H has ever represented WGP as a client (e.g., in malpractice defense, internal investigations, or other matters). No such representations were identified. WGP does not appear in the NBI System as a current or former client of the Firm.
Individual Searches. Searches for Harrison Whitfield III and Megan Yeung returned no results in the NBI System. Neither individual appears as a client, adverse party, or contact in any Firm matter. No personal conflicts were identified by any member of the proposed engagement team.
Conclusion: No conflict. The Firm's relationship with WGP in this Transaction is that of opposing counsel in a leveraged finance transaction, which is a standard and customary arrangement. No co-counsel relationships, client relationships, or personal conflicts exist that would preclude the Firm from representing VHG against WGP in the negotiation of the Credit Agreement and related loan documents.
D. Greystone Federal Credit Corp.
Greystone Federal Credit Corp. was searched in the NBI System using all applicable search parameters. Marion Stillwell was searched individually.
Role in Transaction. Greystone is the existing administrative agent under the Existing TLB that will be refinanced in the Proposed Refinancing. In that capacity, Greystone will be a payoff party—VHG will prepay the outstanding principal amount of the Existing TLB, together with accrued interest, fees, and any applicable prepayment premiums, and Greystone will process the discharge and release of existing liens and security interests. Greystone's role is thus limited and largely ministerial, though the Firm will interact with Greystone (or its counsel) in connection with obtaining payoff letters, lien releases, UCC-3 termination statements, and mortgage discharges.
Prior Representations. The NBI System search revealed that the Firm represented Greystone Federal Credit Corp. in a single prior matter: a loan transaction (Matter No. 1021-00001) in which the Firm served as lender's counsel to Greystone in connection with a $200,000,000 revolving credit facility for an unrelated borrower. That engagement was opened on September 6, 2017, and was formally closed on January 22, 2018. The engagement was handled by the Firm's Banking & Finance practice group, under the supervision of Partner Margaret Liu, who has since retired from the Firm. No members of the proposed engagement team for the Proposed Refinancing were involved in the Greystone lending matter. The Firm received no confidential information in connection with the Greystone engagement that would be material to or usable in the Proposed Refinancing. The matter is fully concluded, all invoices have been paid, and no ongoing obligations exist between the Firm and Greystone.
Current Active Representations. No current active engagements on behalf of Greystone or any of its affiliates were identified in the NBI System. The Firm does not currently represent Greystone in any capacity.
Adverse Matters. No matters in which the Firm has represented a client adverse to Greystone were identified in the NBI System.
Individual Searches. The search for Marion Stillwell returned no results in the NBI System. Ms. Stillwell does not appear as a client, adverse party, or contact in any Firm matter. No personal conflicts were identified by any member of the proposed engagement team.
Conclusion: No conflict. Greystone is a third party to the Proposed Refinancing in its limited capacity as the payoff counterparty. The Firm's single prior representation of Greystone was an unrelated lending matter that closed in January 2018, and no ongoing duties or obligations arise from that former engagement. No current representation of Greystone exists. The Firm is clear to proceed.
E. Syndicate Lenders
Each of the identified syndicate lenders was searched individually in the NBI System using all applicable search parameters, including the principal contact for each lender. The results are set forth below by lender.
1. Ridgeline Capital Partners, LP.  Ridgeline Capital Partners, LP was searched using its full legal name, short name, and known aliases. Jerome Alston (Portfolio Manager) was searched individually.
No current or prior representations of Ridgeline Capital Partners, LP were identified in the NBI System. No matters adverse to Ridgeline were identified. The search for Jerome Alston returned no results. No personal conflicts were identified by any member of the proposed engagement team.
Conclusion: Clear. No conflict.
2. Beacon Atlantic Credit Fund III.  Beacon Atlantic Credit Fund III was searched using its full legal name, short name, and the name of its general partner (to the extent known). Lina Marchenko (Senior Analyst) was searched individually.
No current or prior representations of Beacon Atlantic Credit Fund III were identified in the NBI System. No matters adverse to Beacon Atlantic were identified. The search for Lina Marchenko returned no results. No personal conflicts were identified by any member of the proposed engagement team.
Conclusion: Clear. No conflict.
3. Tidewater Institutional Investors, Inc.  Tidewater Institutional Investors, Inc. was searched using its full legal name, short name, and the name of its parent insurance company (to the extent known). Douglas Nettles (Head of Private Credit) was searched individually.
No current or prior representations of Tidewater Institutional Investors, Inc. were identified in the NBI System. No matters adverse to Tidewater were identified. The search for Douglas Nettles returned no results. No personal conflicts were identified by any member of the proposed engagement team.
Conclusion: Clear. No conflict.
4. Ironbridge Loan Management LLC.  Ironbridge Loan Management LLC was searched using its full legal name, short name, and known aliases. Catherine Volpe (Managing Director) was searched individually.
No current or prior representations of Ironbridge Loan Management LLC were identified in the NBI System. No matters adverse to Ironbridge were identified. The search for Catherine Volpe returned no results. No personal conflicts were identified by any member of the proposed engagement team.
Conclusion: Clear. No conflict.
5. Northway Savings Bank.  Northway Savings Bank was searched using its full legal name, short name, and the name of any known holding company. Brian Kowalski (Senior Vice President, Commercial Lending) was searched individually.
No current or prior representations of Northway Savings Bank were identified in the NBI System. No matters adverse to Northway were identified. The search for Brian Kowalski returned no results. No personal conflicts were identified by any member of the proposed engagement team.
Conclusion: Clear. No conflict.
6. Copperleaf Asset Management, LP.  Copperleaf Asset Management, LP was searched using its full legal name, short name, and known aliases. Samara Patel (Partner) was searched individually.
No current or prior representations of Copperleaf Asset Management, LP were identified in the NBI System. No matters adverse to Copperleaf were identified. The search for Samara Patel returned no results. No personal conflicts were identified by any member of the proposed engagement team.
Conclusion: Clear. No conflict.
7. Harborview Mutual Life Insurance Company.  Harborview Mutual Life Insurance Company was searched using its full legal name, short name, and known affiliated entities. Franklin Yee (Chief Investment Officer) was searched individually.
No current or prior representations of Harborview Mutual Life Insurance Company were identified in the NBI System. No matters adverse to Harborview were identified. The search for Franklin Yee returned no results. No personal conflicts were identified by any member of the proposed engagement team.
Conclusion: Clear. No conflict.
8. Crescent Harbor Bank, N.A. (Retained Lender Commitment).  Crescent Harbor's anticipated retained commitment of $50,000,000 on its own book was noted and considered as part of the analysis set forth in Section IV.B above. No additional conflicts arise from Crescent Harbor's dual role as agent and lender. The analysis and conclusions set forth in Section IV.B are fully applicable to Crescent Harbor in both capacities.
Conclusion: Clear. No conflict. See Section IV.B for full analysis.
F. Financial Advisor — Meridian Strauss Advisory LLC
Meridian Strauss Advisory LLC was searched in the NBI System using its full legal name and short name. Elise Cavanaugh (Managing Director) was searched individually.
No current or prior representations of Meridian Strauss Advisory LLC were identified in the NBI System. No matters adverse to Meridian Strauss were identified. Meridian Strauss does not appear in the Firm's database in any capacity. The search for Elise Cavanaugh returned no results. No personal conflicts were identified by any member of the proposed engagement team.
It is noted that Meridian Strauss is VHG's financial advisor and is thus aligned with VHG in the Transaction. The Firm does not anticipate any adversity between VHG and Meridian Strauss.
Conclusion: Clear. No conflict.
G. Auditors — Clearmont & Wharton LLP
Clearmont & Wharton LLP was searched in the NBI System using its full legal name and known office locations. Ronald Ashby, CPA (Engagement Partner) was searched individually.
No current or prior representations of Clearmont & Wharton LLP were identified in the NBI System. No matters adverse to Clearmont & Wharton were identified. The search for Ronald Ashby returned no results. No personal conflicts were identified by any member of the proposed engagement team.
It is noted that Clearmont & Wharton serves as VHG's independent registered public accounting firm, and the Firm may interact with Clearmont & Wharton in connection with obtaining comfort letters, audited financial statements, or other deliverables required for the closing of the Proposed Refinancing.
Conclusion: Clear. No conflict.
H. Rating Agencies — Kellaway Ratings Group; Pinnacle Credit Services
Kellaway Ratings Group ("KRG") and Pinnacle Credit Services ("PCS") were each searched in the NBI System using their full legal names, short names, and commonly known abbreviations.
No current or prior representations of either KRG or PCS were identified in the NBI System. No matters adverse to KRG or PCS were identified. Both rating agencies are independent third parties whose role in the Transaction is limited to the assignment of credit ratings to VHG and potentially to the Term Loan B facility itself.
Conclusion: Clear. No conflict with respect to either rating agency.
I. Title Insurer — Continental Fidelity Title Company
Continental Fidelity Title Company was searched in the NBI System using its full legal name and known office locations.
No current or prior representations of Continental Fidelity Title Company were identified in the NBI System. No matters adverse to Continental Fidelity were identified. Continental Fidelity's role in the Transaction is limited to issuing title insurance policies for the mortgaged hotel properties included in the collateral package for the Proposed Refinancing.
Conclusion: Clear. No conflict.
J. Atlantic Standard Trust Company (Indenture Trustee — Unsecured Notes)
Atlantic Standard Trust Company was searched in the NBI System using its full legal name and short name.
No current or prior representations of Atlantic Standard Trust Company were identified in the NBI System. No matters adverse to Atlantic Standard Trust Company were identified. Atlantic Standard's role is that of indenture trustee under the indenture governing VHG's existing $245,000,000 aggregate principal amount of senior unsecured notes due 2028. The Firm may interact with Atlantic Standard or its counsel in connection with any intercreditor arrangements or covenant compliance matters that arise during the documentation of the Proposed Refinancing.
Conclusion: Clear. No conflict.
V. Engagement Team Personal Conflicts Declarations
In accordance with Firm policy, personal conflict declaration forms were circulated to each member of the proposed C&H engagement team on April 4, 2022, and completed certifications were received from all team members on April 5, 2022. Each team member was asked to review the complete list of parties and individuals identified in Section II and to certify whether he or she has any personal conflicts, financial interests, familial relationships, prior employment relationships, social relationships, or any other connection with any identified party or individual that could give rise to a conflict of interest or the appearance of a conflict. The results are as follows:
Ian Blackwood, Responsible Partner, Banking & Finance — Mr. Blackwood has reviewed the complete list of parties and individuals and has confirmed that he has no personal conflicts, financial interests (including equity or debt holdings), or familial relationships with any identified party or individual. Mr. Blackwood has not previously been employed by or served as counsel to any of the identified parties. Certification received April 5, 2022.
Stephanie Okafor, Billing Partner, Banking & Finance — Ms. Okafor has reviewed the complete list of parties and individuals and has confirmed that she has no personal conflicts, financial interests (including equity or debt holdings), or familial relationships with any identified party or individual. Ms. Okafor has not previously been employed by or served as counsel to any of the identified parties. Certification received April 5, 2022.
Sophie Tremblay, Lead Associate, Banking & Finance — Ms. Tremblay has reviewed the complete list of parties and individuals and has confirmed that she has no personal conflicts, financial interests (including equity or debt holdings), or familial relationships with any identified party or individual. Ms. Tremblay has not previously been employed by or served as counsel to any of the identified parties. Certification received April 5, 2022.
Daniel Obi, Senior Associate, Banking & Finance — Mr. Obi has reviewed the complete list of parties and individuals and has confirmed that he has no personal conflicts, financial interests (including equity or debt holdings), or familial relationships with any identified party or individual. Mr. Obi has not previously been employed by or served as counsel to any of the identified parties. Certification received April 5, 2022.
Leonard Cross, Junior Associate, Banking & Finance — Mr. Cross has reviewed the complete list of parties and individuals and has confirmed that he has no personal conflicts, financial interests (including equity or debt holdings), or familial relationships with any identified party or individual. Mr. Cross has not previously been employed by or served as counsel to any of the identified parties. Certification received April 5, 2022.
All personal conflict certifications are on file with the Conflicts and New Business Intake Department and are available for review upon request.
VI. Summary and Recommendation
Based on the comprehensive conflicts check described in this memorandum, the undersigned reports the following conclusions:
1.  Scope of Review. The conflicts check has been completed with respect to all identified parties to the Proposed Refinancing, their known affiliates and subsidiaries, key individuals associated with each party, and all members of the proposed Calderwood & Harkness engagement team. In total, searches were conducted for twenty-eight (28) entities and seventeen (17) individuals across the NBI System, adverse-party records, co-counsel records, and personal conflict declarations.
2.  No Conflicts Identified. No conflicts of interest—actual or potential—have been identified that would preclude the Firm from accepting the engagement to represent Verimark Hospitality Group Inc. as borrower's counsel in the proposed $700,000,000 senior secured Term Loan B refinancing. While the Firm has prior representations of two transaction parties (Crescent Harbor Bank, N.A. and Greystone Federal Credit Corp.), both representations are fully concluded, neither party is a current client of the Firm, and no ongoing duties or obligations exist. The prior representations do not create any conflict under Rule 1.7 (concurrent conflicts) or Rule 1.9 (duties to former clients) of the Model Rules of Professional Conduct, as the prior matters are unrelated to the Proposed Refinancing and the Firm possesses no confidential information from those engagements that would be material to the current Transaction.
3.  No Waivers Required. No waivers, informed-consent letters, or ethics screens are required at this time in connection with the acceptance of this engagement.
4.  Recommendation. The undersigned recommends that the engagement proceed, subject to (a) execution of the engagement letter by VHG (targeted for April 8, 2022), (b) completion of the Firm's standard know-your-client and anti-money laundering due diligence procedures, and (c) assignment of formal engagement number 1016-00009 in the Firm's matter management system.
5.  Supplemental Checks. It is noted that the syndicate lender group identified in Section II.E represents the preliminary syndicate composition as of the date of this memorandum. If additional syndicate lenders or other transaction parties are identified during the course of the Transaction—particularly during the loan syndication process, which is expected to launch on or about June 6, 2022—supplemental conflict checks will be conducted at that time to ensure continued compliance with the Firm's conflicts policies and applicable rules of professional conduct.
VII. Ongoing Monitoring Note
The Conflicts and New Business Intake Department is hereby placed on notice that supplemental conflict checks may be required in connection with this engagement as the Transaction progresses. Specifically:
Syndication Period. The syndication of the $700,000,000 Term Loan B facility is expected to launch on or about June 6, 2022. During the syndication period, Crescent Harbor (as lead arranger and sole bookrunner) will solicit commitments from institutional investors, including CLO funds, credit funds, insurance companies, banks, and other institutional lenders. It is anticipated that the final lender group may include parties not identified in the preliminary syndicate composition set forth in Section II.E of this memorandum. Final allocations are expected to be determined by approximately June 30, 2022, at which point a supplemental conflicts check should be conducted for any new lenders not included in this initial check. The undersigned will coordinate with the Conflicts Team to ensure that the names and relevant details of any new syndicate lenders are submitted for screening promptly upon identification.
Changes in Transaction Parties. If any other transaction parties are added, replaced, or materially change their roles during the course of the Transaction (e.g., a change in financial advisor, the engagement of additional rating agencies, or the substitution of a different title insurer), supplemental conflict checks should be conducted for such new or changed parties.
Changes in Engagement Team. If any changes are made to the C&H engagement team—including the addition of new partners, associates, or other legal professionals—the Conflicts Team should be notified so that supplemental personal conflict declarations can be obtained and reviewed. This is particularly important given the size and complexity of the Transaction and the number of parties involved.
Ongoing Obligation. All members of the engagement team are reminded of their ongoing obligation under Firm policy to promptly report any newly arising conflicts or potential conflicts that come to their attention during the course of the engagement, including but not limited to changes in personal financial holdings, the development of personal relationships with individuals associated with transaction parties, or the identification of previously unknown connections between the Firm and any party to the Transaction.
The undersigned will maintain primary responsibility for coordinating supplemental conflict checks throughout the duration of the engagement and will promptly report the results of any such supplemental checks to the Responsible Partner and Billing Partner.
VIII. Approval
The undersigned respectfully requests that the Responsible Partner and Billing Partner review and approve the conclusions and recommendations set forth in this memorandum, and that the General Counsel's Office acknowledge receipt in accordance with Firm policy.
PREPARED BY:
________________________________________
Sophie Tremblay Lead Associate, Banking & Finance Calderwood & Harkness LLP
Date: April 5, 2022
RESPONSIBLE PARTNER APPROVAL:
________________________________________
Ian Blackwood Responsible Partner, Banking & Finance Calderwood & Harkness LLP
Date: ________
Approved — Engagement may proceed. Approved with conditions (see attached). Not approved — Additional review required.
BILLING PARTNER APPROVAL:
________________________________________
Stephanie Okafor Billing Partner, Banking & Finance Calderwood & Harkness LLP
Date: ________
Approved — Engagement may proceed. Approved with conditions (see attached). Not approved — Additional review required.
GENERAL COUNSEL'S OFFICE / CONFLICTS COMMITTEE ACKNOWLEDGMENT:
________________________________________
Name: ________
Title: ________
Date: ________
Acknowledged — No additional review required. Referred to Conflicts Committee for further review.
DATABASE ENTRY CONFIRMATION
NBI System Entry Completed:  Yes  No Entry Date: ________ Entered By: ________ Engagement Number Assigned: 1016-00009 Matter Status:  Pending Approval  Open  Declined
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