POST-CLOSING MORTGAGE RECORDING CONFIRMATION LETTERS

POST-CLOSING MORTGAGE RECORDING CONFIRMATION LETTERS
$700,000,000 Senior Secured Term Loan B Credit Facility Verimark Hospitality Group Inc., as Borrower Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent
Prepared by Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006
August 5, 2022
Calderwood & Harkness Engagement No. 1016-00009 Crescent Harbor Loan No. CHB-LF-2022-07814
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE This document and the information contained herein are confidential and are intended solely for the use of the addressees identified herein. Any unauthorized review, use, disclosure, or distribution is prohibited.
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I. COVER TRANSMITTAL LETTER
August 5, 2022
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
VIA ELECTRONIC MAIL AND HAND DELIVERY
Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent 600 Lexington Avenue, 34th Floor New York, New York 10022
Attention: Theodore "Ted" Marchetti, Managing Director, Leveraged Finance
Anika Holm, Director, Loan Syndications
Re: $700,000,000 Senior Secured Term Loan B Credit Agreement dated as of July 21, 2022 (the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Agent"), and the Lenders party thereto — Confirmation of Post-Closing Mortgage Recordings
Calderwood & Harkness Engagement No. 1016-00009 Crescent Harbor Loan No. CHB-LF-2022-07814
Copies to:
Priya Narayanan, General Counsel & Corporate Secretary Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, Florida 33433
Harrison Whitfield III and Megan Yeung Whitfield Gage & Partridge LLP 383 Madison Avenue, 28th Floor New York, New York 10179
Continental Fidelity Title Company 1221 Brickell Avenue, Suite 900 Miami, Florida 33131
Dear Mr. Marchetti and Ms. Holm:
1.1 Introductory Paragraph
We write in our capacity as counsel to the Borrower, Verimark Hospitality Group Inc. ("VHG" or the "Borrower"), in connection with the $700,000,000 Senior Secured Term Loan B 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 the Borrower, the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., in its capacity as Administrative Agent and Collateral Agent (in such capacities, the "Agent"), and the Lenders party thereto from time to time. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
Reference is made to the Post-Closing Letter Agreement dated as of July 21, 2022 (the "Post-Closing Letter Agreement"), executed by the Borrower, the Agent, and certain of the Guarantors in connection with the simultaneous sign-and-close of the Credit Agreement. Pursuant to Section 2(a) of the Post-Closing Letter Agreement, the Borrower and the applicable Guarantors were required to deliver to the Agent, on or before August 5, 2022 (the "Post-Closing Deadline"), (i) evidence of the recording of mortgages, deeds of trust, and deeds to secure debt (collectively, "Security Instruments") covering the forty-two (42) hotel properties identified on Schedule 1 to the Post-Closing Letter Agreement (collectively, the "Mortgaged Properties"), (ii) mortgagee title insurance policies (or marked-up commitments therefor), (iii) current ALTA/NSPS surveys (or existing surveys with no-change affidavits), and (iv) flood zone determinations and certifications for each Mortgaged Property.
By this letter and the enclosed state-by-state confirmation schedules and supporting documentation, Calderwood & Harkness LLP hereby confirms that all mortgage recording deliverables contemplated by the Post-Closing Letter Agreement have been completed, and that all forty-two (42) Security Instruments have been duly recorded in the applicable county recording offices in the respective states in which the Mortgaged Properties are located, in each case on or before the Post-Closing Deadline of August 5, 2022.
1.2 Summary of Mortgaged Properties
The Mortgaged Properties consist of a total of forty-two (42) hotel properties owned by the following subsidiaries of the Borrower:
(a) Verimark Resort Properties LLC ("VRP"), a Delaware limited liability company and a wholly-owned subsidiary of the Borrower, which owns thirty (30) of the forty-two (42) Mortgaged Properties located across eleven (11) states; and
(b) Palmetto Beachfront Hotels LLC ("PBH"), a Florida limited liability company and a wholly-owned subsidiary of the Borrower, which owns twelve (12) of the forty-two (42) Mortgaged Properties, all of which are located in the State of Florida.
The aggregate appraised value of the Mortgaged Properties, based on the appraisals delivered in connection with the closing of the Credit Agreement, is approximately Two Billion One Hundred Eighty Million Dollars ($2,180,000,000). The Mortgaged Properties are located across twelve (12) states, distributed as follows:
The Security Instruments recorded in each state grant a first-priority lien in favor of Crescent Harbor Bank, N.A., as Collateral Agent, on the respective Mortgaged Properties located in such state, which first-priority lien is shared on a pari passu basis with the lenders under the existing $400,000,000 Senior Secured Revolving Credit Facility (the "Revolving Credit Facility") pursuant to the terms of the Amended and Restated Intercreditor Agreement dated as of July 21, 2022 (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A. (in its capacity as Collateral Agent under the Credit Agreement), Crescent Harbor Bank, N.A. (in its capacity as Collateral Agent under the Revolving Credit Facility), the Borrower, and the Guarantors party thereto.
1.3 Title Insurance Confirmation
In connection with the mortgage recordings confirmed herein, Continental Fidelity Title Company ("Continental Fidelity" or the "Title Company") has issued, or is in the process of issuing date-down endorsements to, mortgagee title insurance policies (ALTA 2006 Loan Policy form, or equivalent) for each of the forty-two (42) Mortgaged Properties, in each case insuring the first-priority lien of the applicable Security Instrument in favor of the Agent as Collateral Agent. Reference is made to the title insurance endorsement instructions previously delivered by this firm to Continental Fidelity on July 22, 2022, which set forth the required forms, endorsements, and insured amounts applicable to each Mortgaged Property. A status summary of the title insurance policies and endorsements is enclosed herewith as described in the Enclosures List below.
1.4 Organization of Enclosures
The enclosed materials are organized as follows:
(a) State-by-State Confirmation Letters (Part II). Individual confirmation letters for each of the twelve (12) states in which Mortgaged Properties are located, organized alphabetically by state. Each state-specific confirmation letter sets forth the following information with respect to each Mortgaged Property located in such state: (i) identification of the mortgagor entity; (ii) the applicable county recording office; (iii) the date of recording; (iv) the instrument number, document number, reception number, City Register File Number ("CRFN"), or book and page reference assigned by the recording office; (v) a description of the type of Security Instrument recorded; and (vi) the recording fees and applicable transfer or recording taxes paid.
(b) Master Recording Table (Part III, Schedule III.1). A comprehensive summary table setting forth the recording information for all forty-two (42) Mortgaged Properties in a single consolidated schedule.
(c) Certified Copies of Recorded Instruments. Certified copies of the recorded Security Instruments, organized by state, are enclosed herewith. With respect to certain states where certified copies have not yet been returned by the applicable recording office, conformed copies bearing the recording stamps are enclosed, and certified copies will be forwarded under separate cover promptly upon receipt from the recording office.
(d) UCC Fixture Filing Confirmations. Copies of the UCC fixture filing acknowledgments or confirmations for each applicable county.
(e) Title Insurance and Flood Certification Status Materials. A status summary from Continental Fidelity Title Company regarding the mortgagee title insurance policies, together with a cross-reference to the Survey and Flood Certification Summary Memorandum dated July 2022.
1.5 Confirmation of Compliance
Based on our review of the recorded Security Instruments, the recording confirmations received from the applicable county recording offices, and the other post-closing deliverables described herein, we hereby confirm the following:
(i) All forty-two (42) Security Instruments have been duly recorded in the applicable county recording offices in the respective states in which the Mortgaged Properties are located, and all recording fees and applicable transfer, mortgage recording, documentary stamp, intangible, and recordation taxes have been paid in full.
(ii) The recordings satisfy the requirements of Section 6.14 of the Credit Agreement and Section 2(a) of the Post-Closing Letter Agreement in all material respects.
(iii) UCC fixture filings (Form UCC-1, fixture filing collateral addendum) have been recorded in each county in which a Security Instrument has been recorded, as required by the Credit Agreement and the applicable Security Instruments. These county-level fixture filings are in addition to the entity-level UCC-1 financing statements previously filed with the Delaware Secretary of State (with respect to VHG, VRP, and other Delaware-organized subsidiaries) and the Florida Secured Transaction Registry (with respect to Palmetto Beachfront Hotels LLC) on July 21, 2022.
We respectfully request that Crescent Harbor Bank, N.A., as Administrative Agent, acknowledge receipt of this letter and the enclosed recorded instruments and confirm satisfaction of the post-closing mortgage recording condition set forth in the Post-Closing Letter Agreement by executing and returning the Acknowledgment and Confirmation set forth in Part V of this letter at the earliest convenience.
1.6 Signature block
We appreciate your cooperation in this matter and remain available to answer any questions or provide additional information as may be required.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Daniel Obi
Title: Associate, Banking & Finance
Reviewed and approved by:
By: ________
Name: Sophie Tremblay
Title: Lead Associate, Banking & Finance
II. STATE-BY-STATE RECORDING CONFIRMATION SCHEDULES
The following state-by-state confirmation letters set forth the recording details for each of the forty-two (42) Mortgaged Properties. Each confirmation letter is organized by state in alphabetical order and includes property-level recording information, applicable taxes and fees paid, and relevant state-specific notes regarding the type of Security Instrument used and other filing requirements.
II.A — ARIZONA (2 Properties)
RECORDING CONFIRMATION — ARIZONA 2 Mortgaged Properties
August 5, 2022
Mortgagor: Verimark Resort Properties LLC, a Delaware limited liability company
Security Instrument Type: Deed of Trust, Assignment of Leases and Rents, and Security Agreement (Arizona form)
Collateral Agent / Beneficiary: Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement and the Intercreditor Agreement
Trustee under Deed of Trust: Arizona Title & Trust Co., a corporation qualified and authorized to act as trustee under Arizona law, with its principal office located at 2901 North Central Avenue, Suite 400, Phoenix, Arizona 85012
The following two (2) hotel properties located in the State of Arizona have been subjected to the liens of the above-referenced Security Instruments, each of which has been duly recorded in the applicable county recorder's office as set forth below:
Property 1 — Maricopa County, Arizona
Property Description: Verimark Scottsdale Grand Resort & Spa, a full-service resort hotel consisting of approximately 487 guest rooms, located at 7575 East Princess Drive, Scottsdale, Arizona 85255, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Deed of Trust.
Recording Office: Maricopa County Recorder's Office, 111 South Third Avenue, Phoenix, Arizona 85003
Recording Date: August 2, 2022
Instrument / Document Number: 2022-0678214
Recording Fee Paid: $95.00
Property 2 — Pima County, Arizona
Property Description: Verimark Tucson Select Hotel, a select-service hotel consisting of approximately 212 guest rooms, located at 4800 East Broadway Boulevard, Tucson, Arizona 85711, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Deed of Trust.
Recording Office: Pima County Recorder's Office, 115 North Church Avenue, Tucson, Arizona 85701
Recording Date: August 2, 2022
Instrument / Document Number: 2022-0194537
Recording Fee Paid: $78.00
Arizona-Specific Notes:
(a) The State of Arizona does not impose a mortgage recording tax, documentary stamp tax, or intangible tax on the recording of deeds of trust securing indebtedness. Recording fees have been paid at the standard per-page rates established by the respective county recorders.
(b) UCC fixture filings (Form UCC-1, fixture filing collateral addendum) were recorded concurrently with each Deed of Trust in both Maricopa County and Pima County. The Maricopa County fixture filing was assigned Document Number 2022-0678215, and the Pima County fixture filing was assigned Document Number 2022-0194538.
(c) Each Deed of Trust names Arizona Title & Trust Co. as the trustee, as required under Arizona Revised Statutes § 33-803, and identifies Crescent Harbor Bank, N.A., as Collateral Agent, as the beneficiary.
II.B — CALIFORNIA (5 Properties)
RECORDING CONFIRMATION — CALIFORNIA 5 Mortgaged Properties
August 5, 2022
Mortgagor: Verimark Resort Properties LLC, a Delaware limited liability company
Security Instrument Type: Deed of Trust, Assignment of Leases and Rents, and Security Agreement (California form, in accordance with California Civil Code §§ 2920 et seq.)
Collateral Agent / Beneficiary: Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement and the Intercreditor Agreement
Trustee under Deed of Trust: Pacific Coast Title Services, Inc., a California corporation qualified and authorized to act as trustee under California law, with its principal office located at 350 South Grand Avenue, Suite 2900, Los Angeles, California 90071
The following five (5) hotel properties located in the State of California have been subjected to the liens of the above-referenced Security Instruments, each of which has been duly recorded in the applicable county recorder's office as set forth below:
Property 1 — Los Angeles County, California
Property Description: Verimark Beverly Hills Hotel & Residences, a luxury full-service hotel consisting of approximately 318 guest rooms and 42 condominium-hotel units, located at 9641 Sunset Boulevard, Beverly Hills, California 90210, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Deed of Trust.
Recording Office: Los Angeles County Recorder's Office, 12400 Imperial Highway, Norwalk, California 90650
Recording Date: August 3, 2022
Instrument / Document Number: 2022-0891247
Recording Fee Paid: $125.00
Documentary Transfer Tax: Exempt pursuant to California Revenue and Taxation Code § 11911(a) (instrument securing a debt; not a conveyance of real property). A statement of documentary transfer tax exemption was affixed to the Deed of Trust at the time of recording.
Property 2 — San Francisco County, California
Property Description: Verimark Union Square Hotel, a full-service hotel consisting of approximately 265 guest rooms, located at 480 Sutter Street, San Francisco, California 94108, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Deed of Trust.
Recording Office: San Francisco County Assessor-Recorder's Office, City Hall, 1 Dr. Carlton B. Goodlett Place, Room 190, San Francisco, California 94102
Recording Date: August 3, 2022
Instrument / Document Number: 2022-K417852
Recording Fee Paid: $125.00
Documentary Transfer Tax: Exempt pursuant to California Revenue and Taxation Code § 11911(a) (security instrument; not a conveyance). Transfer tax exemption statement affixed.
Property 3 — San Diego County, California
Property Description: Verimark Gaslamp Quarter Hotel, a full-service hotel consisting of approximately 402 guest rooms, located at 321 Fourth Avenue, San Diego, California 92101, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Deed of Trust.
Recording Office: San Diego County Recorder's Office, 1600 Pacific Highway, Suite 260, San Diego, California 92101
Recording Date: August 3, 2022
Instrument / Document Number: 2022-0513784
Recording Fee Paid: $115.00
Documentary Transfer Tax: Exempt pursuant to California Revenue and Taxation Code § 11911(a). Transfer tax exemption statement affixed.
Property 4 — Orange County, California
Property Description: Verimark Irvine Spectrum Suites, a select-service extended-stay hotel consisting of approximately 196 guest suites, located at 8701 Research Drive, Irvine, California 92618, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Deed of Trust.
Recording Office: Orange County Recorder's Office, 12 Civic Center Plaza, Room 101, Santa Ana, California 92701
Recording Date: August 3, 2022
Instrument / Document Number: 2022-0472618
Recording Fee Paid: $110.00
Documentary Transfer Tax: Exempt pursuant to California Revenue and Taxation Code § 11911(a). Transfer tax exemption statement affixed.
Property 5 — Santa Clara County, California
Property Description: Verimark San Jose Technology Center Hotel, a full-service hotel consisting of approximately 341 guest rooms, located at 1350 North First Street, San Jose, California 95112, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Deed of Trust.
Recording Office: Santa Clara County Recorder's Office, 70 West Hedding Street, East Wing, First Floor, San Jose, California 95110
Recording Date: August 4, 2022
Instrument / Document Number: 2022-0287913
Recording Fee Paid: $115.00
Documentary Transfer Tax: Exempt pursuant to California Revenue and Taxation Code § 11911(a). Transfer tax exemption statement affixed.
California-Specific Notes:
(a) California law requires the use of a deed of trust form rather than a mortgage form for security instruments encumbering real property. Accordingly, the Security Instruments recorded in California are styled as "Deed of Trust, Assignment of Leases and Rents, and Security Agreement" and comply in all material respects with the requirements of California Civil Code §§ 2920 et seq.
(b) Pacific Coast Title Services, Inc. has been designated as the trustee under each California Deed of Trust, as required under California Civil Code § 2934a. The trustee is a California corporation authorized to act as trustee under deeds of trust.
(c) Documentary transfer tax exemptions have been claimed with respect to each Deed of Trust pursuant to California Revenue and Taxation Code § 11911(a), on the basis that the instruments are security instruments securing the repayment of indebtedness and do not constitute conveyances of real property for consideration. Transfer tax exemption statements were affixed to each Deed of Trust prior to recording.
(d) UCC fixture filings (Form UCC-1, fixture filing collateral addendum) were recorded concurrently with each Deed of Trust in each of the five (5) California counties. The fixture filing document numbers are as follows: Los Angeles County (2022-0891248), San Francisco County (2022-K417853), San Diego County (2022-0513785), Orange County (2022-0472619), and Santa Clara County (2022-0287914).
II.C — COLORADO (3 Properties)
RECORDING CONFIRMATION — COLORADO 3 Mortgaged Properties
August 5, 2022
Mortgagor: Verimark Resort Properties LLC, a Delaware limited liability company
Security Instrument Type: Deed of Trust, Assignment of Leases and Rents, and Security Agreement (Colorado form, in accordance with Colorado Revised Statutes §§ 38-39-101 et seq.)
Collateral Agent / Beneficiary: Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement and the Intercreditor Agreement
Public Trustee: The Public Trustee of each applicable county, as designated by the Governor of the State of Colorado pursuant to Colorado Revised Statutes § 38-37-101
The following three (3) hotel properties located in the State of Colorado have been subjected to the liens of the above-referenced Security Instruments, each of which has been duly recorded in the applicable county clerk and recorder's office as set forth below:
Property 1 — Denver County, Colorado
Property Description: Verimark Denver Downtown Hotel, a full-service hotel consisting of approximately 374 guest rooms, located at 1600 Court Place, Denver, Colorado 80202, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Deed of Trust.
Recording Office: Denver County Clerk and Recorder, 201 West Colfax Avenue, Department 101, Denver, Colorado 80202
Recording Date: August 2, 2022
Reception Number: 2022-108457
Recording Fee Paid: $86.00
Property 2 — Eagle County, Colorado
Property Description: Verimark Vail Mountain Resort & Spa, a luxury resort hotel consisting of approximately 228 guest rooms and 36 fractional ownership units, located at 1300 Westhaven Drive, Vail, Colorado 81657, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Deed of Trust.
Recording Office: Eagle County Clerk and Recorder, 500 Broadway, Eagle, Colorado 81631
Recording Date: August 2, 2022
Reception Number: 2022-019784
Recording Fee Paid: $78.00
Property 3 — El Paso County, Colorado
Property Description: Verimark Colorado Springs Hotel, a select-service hotel consisting of approximately 189 guest rooms, located at 5725 Mark Dabling Boulevard, Colorado Springs, Colorado 80919, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Deed of Trust.
Recording Office: El Paso County Clerk and Recorder, 1675 West Garden of the Gods Road, Suite 2180, Colorado Springs, Colorado 80907
Recording Date: August 3, 2022
Reception Number: 2022-076318
Recording Fee Paid: $74.00
Colorado-Specific Notes:
(a) Colorado utilizes a deed of trust form secured by real property, with the Public Trustee of the applicable county serving as trustee in connection with any foreclosure proceedings. Each Deed of Trust identifies the Public Trustee of the respective county as the trustee.
(b) The State of Colorado does not impose a mortgage recording tax, documentary stamp tax, or intangible tax on the recording of deeds of trust. Recording fees have been paid at the standard per-page rates established by the respective county clerks and recorders.
(c) UCC fixture filings (Form UCC-1, fixture filing collateral addendum) were recorded concurrently with each Deed of Trust in each of the three (3) Colorado counties. The fixture filing reception numbers are as follows: Denver County (2022-108458), Eagle County (2022-019785), and El Paso County (2022-076319).
II.D — FLORIDA (12 Properties)
RECORDING CONFIRMATION — FLORIDA 12 Mortgaged Properties
August 5, 2022
Mortgagor: Palmetto Beachfront Hotels LLC, a Florida limited liability company
Security Instrument Type: Mortgage, Assignment of Leases and Rents, and Security Agreement (Florida form, in accordance with Florida Statutes Chapter 697)
Collateral Agent / Mortgagee: Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement and the Intercreditor Agreement
Reference to Execution Version: Mortgage — Florida Properties (Palmetto Beachfront Hotels LLC), executed on or about July 21, 2022, and recorded in the counties listed below
The following twelve (12) hotel properties located in the State of Florida have been subjected to the lien of the above-referenced Mortgage (or separate county-specific mortgages, as applicable), each of which has been duly recorded in the applicable county clerk's office or official records division as set forth below:
Property 1 — Miami-Dade County, Florida
Property Description: Palmetto South Beach Resort & Spa, a luxury beachfront resort hotel consisting of approximately 512 guest rooms, located at 1901 Collins Avenue, Miami Beach, Florida 33139, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Miami-Dade County Clerk of Courts, Official Records, 73 West Flagler Street, Miami, Florida 33130
Recording Date: July 29, 2022
Official Records Book / Page: OR Book 33714, Page 2841
Documentary Stamp Tax Paid: $40,833.33 (at the rate of $0.35 per $100 of indebtedness, based on the allocated secured amount of $11,666,666.67 attributable to this property)
Intangible Tax Paid: $23,333.33 (at the rate of $0.002 per $1.00 of indebtedness, based on the allocated secured amount of $11,666,666.67 attributable to this property)
Recording Fee Paid: $223.50
Property 2 — Broward County, Florida
Property Description: Palmetto Fort Lauderdale Beach Hotel, a full-service beachfront hotel consisting of approximately 385 guest rooms, located at 3000 East Sunrise Boulevard, Fort Lauderdale, Florida 33304, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Broward County Records Division, 115 South Andrews Avenue, Room 114, Fort Lauderdale, Florida 33301
Recording Date: July 29, 2022
Instrument Number: 119247812
Documentary Stamp Tax Paid: $40,833.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Intangible Tax Paid: $23,333.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Recording Fee Paid: $218.50
Property 3 — Palm Beach County, Florida
Property Description: Palmetto Palm Beach Oceanfront Resort, a luxury beachfront resort hotel consisting of approximately 296 guest rooms, located at 2700 South Ocean Boulevard, Palm Beach, Florida 33480, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Palm Beach County Clerk and Comptroller, 205 North Dixie Highway, West Palm Beach, Florida 33401
Recording Date: July 28, 2022
Instrument Number: 2022-0317482
Documentary Stamp Tax Paid: $40,833.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Intangible Tax Paid: $23,333.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Recording Fee Paid: $210.00
Property 4 — Monroe County, Florida
Property Description: Palmetto Key West Resort & Marina, a full-service resort hotel and marina consisting of approximately 178 guest rooms, located at 245 Front Street, Key West, Florida 33040, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Monroe County Clerk of Courts, 500 Whitehead Street, Key West, Florida 33040
Recording Date: July 29, 2022
Instrument Number: 2022-022187
Documentary Stamp Tax Paid: $40,833.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Intangible Tax Paid: $23,333.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Recording Fee Paid: $198.00
Property 5 — Duval County, Florida
Property Description: Palmetto Jacksonville Riverside Hotel, a full-service hotel consisting of approximately 342 guest rooms, located at 1515 Prudential Drive, Jacksonville, Florida 32207, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Duval County Clerk of Courts, 501 West Adams Street, Room 1041, Jacksonville, Florida 32202
Recording Date: July 28, 2022
Instrument Number: 2022-0087641
Documentary Stamp Tax Paid: $40,833.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Intangible Tax Paid: $23,333.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Recording Fee Paid: $205.00
Property 6 — Hillsborough County, Florida
Property Description: Palmetto Tampa Bay Waterfront Hotel, a full-service hotel consisting of approximately 428 guest rooms, located at 725 South Harbour Island Boulevard, Tampa, Florida 33602, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Hillsborough County Clerk of Courts, 601 East Kennedy Boulevard, Tampa, Florida 33602
Recording Date: July 29, 2022
Instrument Number: 2022-0549217
Documentary Stamp Tax Paid: $40,833.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Intangible Tax Paid: $23,333.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Recording Fee Paid: $231.00
Property 7 — Pinellas County, Florida
Property Description: Palmetto Clearwater Beach Resort, a full-service beachfront resort hotel consisting of approximately 267 guest rooms, located at 500 Mandalay Avenue, Clearwater Beach, Florida 33767, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Pinellas County Clerk of the Circuit Court, 315 Court Street, Clearwater, Florida 33756
Recording Date: July 30, 2022
Instrument Number: 2022-0318974
Documentary Stamp Tax Paid: $40,833.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Intangible Tax Paid: $23,333.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Recording Fee Paid: $215.00
Property 8 — Collier County, Florida
Property Description: Palmetto Naples Grande Resort & Spa, a luxury resort hotel consisting of approximately 354 guest rooms, located at 475 Seagate Drive, Naples, Florida 34103, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Collier County Clerk of Courts, 3315 Tamiami Trail East, Suite 102, Naples, Florida 34112
Recording Date: July 30, 2022
Instrument Number: 2022-0087219
Documentary Stamp Tax Paid: $40,833.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Intangible Tax Paid: $23,333.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Recording Fee Paid: $221.00
Property 9 — Lee County, Florida
Property Description: Palmetto Fort Myers Beach Hotel, a select-service beachfront hotel consisting of approximately 198 guest rooms, located at 6890 Estero Boulevard, Fort Myers Beach, Florida 33931, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Lee County Clerk of Courts, 2115 Second Street, Fort Myers, Florida 33901
Recording Date: August 1, 2022
Instrument Number: 2022-0241876
Documentary Stamp Tax Paid: $40,833.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Intangible Tax Paid: $23,333.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Recording Fee Paid: $195.00
Property 10 — Volusia County, Florida
Property Description: Palmetto Daytona Beach Oceanfront Hotel, a full-service beachfront hotel consisting of approximately 312 guest rooms, located at 600 North Atlantic Avenue, Daytona Beach, Florida 32118, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Volusia County Clerk of Courts, 101 North Alabama Avenue, DeLand, Florida 32724
Recording Date: August 1, 2022
Instrument Number: 2022-0109874
Documentary Stamp Tax Paid: $40,833.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Intangible Tax Paid: $23,333.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Recording Fee Paid: $208.00
Property 11 — St. Johns County, Florida
Property Description: Palmetto Ponte Vedra Resort & Golf Club, a luxury resort hotel and golf facility consisting of approximately 245 guest rooms, located at 200 Ponte Vedra Boulevard, Ponte Vedra Beach, Florida 32082, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: St. Johns County Clerk of the Circuit Court, 4010 Lewis Speedway, Suite 1011, St. Augustine, Florida 32084
Recording Date: August 2, 2022
Instrument Number: 2022-0048792
Documentary Stamp Tax Paid: $40,833.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Intangible Tax Paid: $23,333.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Recording Fee Paid: $201.50
Property 12 — Sarasota County, Florida
Property Description: Palmetto Sarasota Bayfront Hotel, a full-service hotel consisting of approximately 289 guest rooms, located at 1111 Ritz-Carlton Drive, Sarasota, Florida 34236, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Sarasota County Clerk of the Circuit Court, 2000 Main Street, Sarasota, Florida 34237
Recording Date: August 3, 2022
Instrument Number: 2022-0172463
Documentary Stamp Tax Paid: $40,833.43 (based on the allocated secured amount of $11,666,666.79 attributable to this property, reflecting rounding adjustment for the final property in the allocation)
Intangible Tax Paid: $23,333.33 (based on the allocated secured amount of $11,666,666.67 attributable to this property)
Recording Fee Paid: $213.50
Florida-Specific Notes:
(a) Documentary Stamp Tax. Pursuant to Florida Statutes § 201.08, the Florida documentary stamp tax on mortgages is imposed at the rate of $0.35 per $100 (or fraction thereof) of indebtedness secured by the mortgage. The aggregate amount of indebtedness allocated to the twelve (12) Florida Mortgaged Properties for purposes of the documentary stamp tax and intangible tax computations is $140,000,000, which represents the pro rata allocation of the $700,000,000 Term Loan B secured amount based on the appraised values of the Florida properties relative to the aggregate appraised value of all forty-two (42) Mortgaged Properties. The aggregate documentary stamp tax paid with respect to the twelve (12) Florida properties is $490,000.00.
(b) Intangible Tax. Pursuant to Florida Statutes § 199.133, the Florida nonrecurring intangible tax is imposed on mortgages, deeds of trust, and other written obligations to pay money at the rate of $0.002 per $1.00 of the obligation secured. The aggregate intangible tax paid with respect to the twelve (12) Florida properties, based on the allocated secured amount of $140,000,000, is $280,000.00.
(c) Allocation Methodology. The $700,000,000 aggregate secured amount was allocated among the forty-two (42) Mortgaged Properties based on their respective appraised values, in accordance with the allocation schedule set forth in Schedule 6.14(b) to the Credit Agreement. The $140,000,000 allocated to the twelve (12) Florida properties was further allocated equally among the twelve properties ($11,666,666.67 per property, with the final property receiving a nominal rounding adjustment), as agreed by the Borrower and the Agent.
(d) UCC Fixture Filings. UCC fixture filings (Form UCC-1, fixture filing collateral addendum) were recorded in each of the twelve (12) Florida counties concurrently with or promptly following the recording of the respective Mortgage instruments. The fixture filing instrument numbers for each county are set forth in the UCC Fixture Filing Confirmations enclosed herewith.
(e) Florida Secured Transaction Registry. An entity-level UCC-1 financing statement for Palmetto Beachfront Hotels LLC, as debtor, naming Crescent Harbor Bank, N.A., as Collateral Agent, as secured party, was filed with the Florida Secured Transaction Registry on July 21, 2022 (Filing Number 20220721-FL-00148729). The county-level fixture filings referenced above supplement this central filing.
(f) Mortgage Form. Florida utilizes a mortgage form (not a deed of trust form) as the standard security instrument for encumbering real property. Each Florida Mortgage was prepared and recorded in accordance with the requirements of Florida Statutes Chapter 697.
II.E — GEORGIA (3 Properties)
RECORDING CONFIRMATION — GEORGIA 3 Mortgaged Properties
August 5, 2022
Mortgagor: Verimark Resort Properties LLC, a Delaware limited liability company
Security Instrument Type: Deed to Secure Debt, Assignment of Leases and Rents, and Security Agreement (Georgia form, in accordance with Official Code of Georgia Annotated §§ 44-14-60 et seq.)
Collateral Agent / Grantee: Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement and the Intercreditor Agreement
The following three (3) hotel properties located in the State of Georgia have been subjected to the liens of the above-referenced Security Instruments, each of which has been duly recorded in the applicable county superior court clerk's office as set forth below:
Property 1 — Fulton County, Georgia
Property Description: Verimark Atlanta Buckhead Hotel, a full-service hotel consisting of approximately 412 guest rooms, located at 3300 Peachtree Road NE, Atlanta, Georgia 30326, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Deed to Secure Debt.
Recording Office: Fulton County Superior Court Clerk, Real Estate Records, 136 Pryor Street SW, Suite C-140, Atlanta, Georgia 30303
Recording Date: August 1, 2022
Deed Book / Page: Book 65418, Page 0312
Georgia Intangible Recording Tax Paid: $75,000.00 (at the rate of $1.50 per $500 of indebtedness, based on the allocated secured amount of $25,000,000 attributable to this property)
Recording Fee Paid: $128.00
Property 2 — Chatham County, Georgia
Property Description: Verimark Savannah Historic District Hotel, a boutique full-service hotel consisting of approximately 168 guest rooms, located at 14 Barnard Street, Savannah, Georgia 31401, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Deed to Secure Debt.
Recording Office: Chatham County Superior Court Clerk, 133 Montgomery Street, Suite 304, Savannah, Georgia 31401
Recording Date: August 1, 2022
Deed Book / Page: Book 412T, Page 1874
Georgia Intangible Recording Tax Paid: $37,500.00 (at the rate of $1.50 per $500 of indebtedness, based on the allocated secured amount of $12,500,000 attributable to this property)
Recording Fee Paid: $96.00
Property 3 — DeKalb County, Georgia
Property Description: Verimark Decatur Conference Center & Hotel, a full-service hotel and conference center consisting of approximately 287 guest rooms, located at 250 West Ponce de Leon Avenue, Decatur, Georgia 30030, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Deed to Secure Debt.
Recording Office: DeKalb County Superior Court Clerk, 556 North McDonough Street, Room 207, Decatur, Georgia 30030
Recording Date: August 2, 2022
Deed Book / Page: Book 29847, Page 0518
Georgia Intangible Recording Tax Paid: $37,500.00 (at the rate of $1.50 per $500 of indebtedness, based on the allocated secured amount of $12,500,000 attributable to this property)
Recording Fee Paid: $102.00
Georgia-Specific Notes:
(a) Deed to Secure Debt. Georgia law permits the use of a "deed to secure debt" as a security instrument for real property, pursuant to O.C.G.A. §§ 44-14-60 et seq. A deed to secure debt conveys title to the grantee (here, the Collateral Agent) as security for the payment of the secured obligations, subject to a defeasance clause providing that the conveyance shall become void upon full satisfaction of the secured obligations. Each Georgia Security Instrument was prepared in the deed to secure debt form, which is the customary form used in commercial real estate lending transactions in Georgia.
(b) Georgia Intangible Recording Tax. Pursuant to O.C.G.A. § 48-6-61, the Georgia intangible recording tax is imposed on long-term notes secured by real property at the rate of $1.50 per $500 (or $3.00 per $1,000) of the face amount or maximum principal amount of the note secured. The aggregate intangible recording tax paid with respect to the three (3) Georgia properties, based on the allocated secured amounts totaling $50,000,000, is $150,000.00.
(c) UCC Fixture Filings. UCC fixture filings (Form UCC-1, fixture filing collateral addendum) were recorded in each of the three (3) Georgia counties concurrently with the recording of the respective Deeds to Secure Debt. The fixture filing references are as follows: Fulton County (Book 65418, Page 0345), Chatham County (Book 412T, Page 1902), and DeKalb County (Book 29847, Page 0547).
II.F — ILLINOIS (2 Properties)
RECORDING CONFIRMATION — ILLINOIS 2 Mortgaged Properties
August 5, 2022
Mortgagor: Verimark Resort Properties LLC, a Delaware limited liability company
Security Instrument Type: Mortgage, Assignment of Leases and Rents, and Security Agreement (Illinois form, in accordance with 765 ILCS 5/11 et seq.)
Collateral Agent / Mortgagee: Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement and the Intercreditor Agreement
The following two (2) hotel properties located in the State of Illinois have been subjected to the liens of the above-referenced Security Instruments, each of which has been duly recorded in the applicable county recorder's office as set forth below:
Property 1 — Cook County, Illinois
Property Description: Verimark Chicago Magnificent Mile Hotel, a full-service hotel consisting of approximately 456 guest rooms, located at 505 North Michigan Avenue, Chicago, Illinois 60611, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Cook County Recorder of Deeds, 118 North Clark Street, Room 120, Chicago, Illinois 60602
Recording Date: August 1, 2022
Document Number: 2208102847
Recording Fee Paid: $178.00
Property 2 — DuPage County, Illinois
Property Description: Verimark Oak Brook Conference Hotel, a full-service hotel and conference center consisting of approximately 218 guest rooms, located at 1909 Spring Road, Oak Brook, Illinois 60523, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: DuPage County Recorder, 421 North County Farm Road, Wheaton, Illinois 60187
Recording Date: August 1, 2022
Document Number: R2022-087914
Recording Fee Paid: $134.00
Illinois-Specific Notes:
(a) Illinois utilizes a mortgage form as the standard security instrument for encumbering real property. Each Illinois Mortgage was prepared and recorded in accordance with the requirements of 765 ILCS 5/11 et seq.
(b) The State of Illinois does not impose a mortgage recording tax or documentary stamp tax on mortgages securing commercial indebtedness. Recording fees have been paid at the standard rates established by the Cook County Recorder of Deeds and the DuPage County Recorder, respectively.
(c) UCC fixture filings (Form UCC-1, fixture filing collateral addendum) were recorded concurrently with each Mortgage in Cook County (Document Number 2208102848) and DuPage County (Document Number R2022-087915).
II.G — NEVADA (1 Property)
RECORDING CONFIRMATION — NEVADA 1 Mortgaged Property
August 5, 2022
Mortgagor: Verimark Resort Properties LLC, a Delaware limited liability company
Security Instrument Type: Deed of Trust, Assignment of Leases and Rents, and Security Agreement (Nevada form, in accordance with Nevada Revised Statutes Chapter 107)
Collateral Agent / Beneficiary: Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement and the Intercreditor Agreement
Trustee under Deed of Trust: National Default Servicing Corporation, a corporation qualified and authorized to act as trustee under Nevada law, with its principal office located at 7720 North Dobson Road, Suite 150, Scottsdale, Arizona 85256
The following one (1) hotel property located in the State of Nevada has been subjected to the lien of the above-referenced Security Instrument, which has been duly recorded in the applicable county recorder's office as set forth below:
Property 1 — Clark County, Nevada
Property Description: Verimark Las Vegas Convention Center Hotel, a full-service hotel and convention center consisting of approximately 624 guest rooms, located at 3400 Paradise Road, Las Vegas, Nevada 89169, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Deed of Trust.
Recording Office: Clark County Recorder's Office, 500 South Grand Central Parkway, Las Vegas, Nevada 89155
Recording Date: August 2, 2022
Instrument / Document Number: 2022-0814739
Recording Fee Paid: $92.00
Nevada-Specific Notes:
(a) Nevada utilizes a deed of trust form as the standard security instrument for encumbering real property. The Deed of Trust was prepared in accordance with the requirements of Nevada Revised Statutes Chapter 107.
(b) The State of Nevada does not impose a mortgage recording tax or documentary stamp tax on deeds of trust securing indebtedness. The real property transfer tax under NRS Chapter 375 is not applicable, as the Deed of Trust is a security instrument and does not constitute a transfer of ownership.
(c) A UCC fixture filing (Form UCC-1, fixture filing collateral addendum) was recorded concurrently with the Deed of Trust in Clark County (Document Number 2022-0814740).
II.H — NEW YORK (6 Properties)
RECORDING CONFIRMATION — NEW YORK 6 Mortgaged Properties
August 5, 2022
Mortgagor: Verimark Resort Properties LLC, a Delaware limited liability company
Security Instrument Type: Mortgage, Assignment of Leases and Rents, and Security Agreement (New York form, in accordance with New York Real Property Law § 320 et seq. and New York Tax Law Article 11)
Collateral Agent / Mortgagee: Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement and the Intercreditor Agreement
Reference to Execution Version: Mortgage — New York Properties (Verimark Resort Properties LLC), executed on or about July 21, 2022
The following six (6) hotel properties located in the State of New York have been subjected to the liens of the above-referenced Security Instruments, each of which has been duly recorded in the applicable county register's or clerk's office as set forth below:
Property 1 — New York County (Manhattan), New York
Property Description: Verimark Midtown Manhattan Hotel, a luxury full-service hotel consisting of approximately 531 guest rooms, located at 145 East 50th Street, New York, New York 10022, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: New York County Register's Office (Office of the City Register), 66 John Street, 13th Floor, New York, New York 10038
Recording Date: August 1, 2022
CRFN (City Register File Number): 2022000287614
New York State Mortgage Recording Tax (Basic Tax): $50,000.00 (at the rate of $0.50 per $100 of indebtedness secured, based on the allocated secured amount of $10,000,000 attributable to this property)
New York State Additional Mortgage Recording Tax: $25,000.00 (additional tax of $0.25 per $100 of principal debt or obligation secured, applicable to mortgages on real property within New York City)
New York City Mortgage Recording Tax: $100,000.00 (at the rate of $1.00 per $100 of indebtedness for mortgages over $500,000 on commercial properties within the five boroughs of New York City, per NYC Administrative Code § 11-2602, based on the allocated secured amount)
Total Mortgage Recording Tax Paid: $175,000.00
Recording Fee Paid: $344.00
Property 2 — Kings County (Brooklyn), New York
Property Description: Verimark Brooklyn Waterfront Hotel, a full-service hotel consisting of approximately 312 guest rooms, located at 60 Furman Street, Brooklyn, New York 11201, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Kings County Register's Office (Office of the City Register), 210 Joralemon Street, Brooklyn, New York 11201
Recording Date: July 29, 2022
CRFN (City Register File Number): 2022000281947
New York State Mortgage Recording Tax (Basic Tax): $37,500.00 (based on the allocated secured amount of $7,500,000 attributable to this property)
New York State Additional Mortgage Recording Tax: $18,750.00
New York City Mortgage Recording Tax: $75,000.00
Total Mortgage Recording Tax Paid: $131,250.00
Recording Fee Paid: $298.00
Property 3 — Queens County, New York
Property Description: Verimark JFK Airport Hotel, a full-service hotel consisting of approximately 387 guest rooms, located at 135-30 140th Street, Jamaica, Queens, New York 11436, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Queens County Register's Office (Office of the City Register), 144-06 94th Avenue, Jamaica, New York 11435
Recording Date: August 1, 2022
CRFN (City Register File Number): 2022000289174
New York State Mortgage Recording Tax (Basic Tax): $37,500.00 (based on the allocated secured amount of $7,500,000 attributable to this property)
New York State Additional Mortgage Recording Tax: $18,750.00
New York City Mortgage Recording Tax: $75,000.00
Total Mortgage Recording Tax Paid: $131,250.00
Recording Fee Paid: $312.00
Property 4 — Westchester County, New York
Property Description: Verimark White Plains Executive Hotel, a full-service hotel and conference center consisting of approximately 245 guest rooms, located at 699 Westchester Avenue, White Plains, New York 10604, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Westchester County Clerk's Office, Division of Land Records, 110 Dr. Martin Luther King Jr. Boulevard, White Plains, New York 10601
Recording Date: August 2, 2022
Instrument / Document Number: 62-2022-07418
New York State Mortgage Recording Tax (Basic Tax): $25,000.00 (at the rate of $0.50 per $100 of indebtedness secured, based on the allocated secured amount of $5,000,000 attributable to this property)
New York State Additional Mortgage Recording Tax: $12,500.00 (additional tax of $0.25 per $100)
Westchester County Mortgage Recording Tax: Not separately imposed; included in the state basic and additional rates as applicable outside of New York City
Total Mortgage Recording Tax Paid: $37,500.00
Recording Fee Paid: $218.00
Property 5 — Nassau County, New York
Property Description: Verimark Garden City Hotel, a full-service hotel consisting of approximately 278 guest rooms, located at 45 Seventh Street, Garden City, New York 11530, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Nassau County Clerk's Office, 240 Old Country Road, Mineola, New York 11501
Recording Date: August 2, 2022
Instrument / Document Number: 2022-00194782
New York State Mortgage Recording Tax (Basic Tax): $25,000.00 (based on the allocated secured amount of $5,000,000 attributable to this property)
New York State Additional Mortgage Recording Tax: $12,500.00
Total Mortgage Recording Tax Paid: $37,500.00
Recording Fee Paid: $204.00
Property 6 — Suffolk County, New York
Property Description: Verimark Montauk Beach Resort, a seasonal resort hotel consisting of approximately 192 guest rooms, located at 290 Old Montauk Highway, Montauk, New York 11954, together with all improvements, fixtures, and appurtenances thereto, and all leasehold interests, rents, and profits arising therefrom, as more particularly described in Exhibit A to the recorded Mortgage.
Recording Office: Suffolk County Clerk's Office, 310 Center Drive, Riverhead, New York 11901
Recording Date: August 3, 2022
Instrument / Document Number: 2022-00318647
New York State Mortgage Recording Tax (Basic Tax): $25,000.00 (based on the allocated secured amount of $5,000,000 attributable to this property)
New York State Additional Mortgage Recording Tax: $12,500.00
Total Mortgage Recording Tax Paid: $37,500.00
Recording Fee Paid: $196.00
New York-Specific Notes:
(a) New York Mortgage Recording Tax. The New York mortgage recording tax consists of a basic tax and an additional tax imposed under New York Tax Law §§ 253 and 253-a, respectively. The basic tax rate is $0.50 per $100 of principal debt or obligation secured, and the additional tax rate is $0.25 per $100 of principal debt or obligation secured. For mortgages on real property located within the five boroughs of New York City (New York County, Kings County, Queens County, Bronx County, and Richmond County), an additional New York City mortgage recording tax is imposed under New York City Administrative Code § 11-2602 at the rate of $1.00 per $100 for mortgages over $500,000 on commercial properties. For properties located outside of New York City (Westchester, Nassau, and Suffolk Counties), no city-level mortgage recording tax applies, and the total rate consists of the state basic and additional taxes.
(b) Aggregate Mortgage Recording Tax. The aggregate mortgage recording tax paid with respect to the six (6) New York Mortgaged Properties, based on the allocated secured amounts totaling $40,000,000, is $550,000.00.
(c) Supplemental / Consolidation Mortgage Approach. In connection with the structuring of the New York Mortgages, consideration was given to utilizing a supplemental or consolidation mortgage approach to reduce the aggregate mortgage recording tax payable, to the extent that existing recorded mortgages on any of the New York Mortgaged Properties could serve as the basis for a CEMA (Consolidation, Extension, and Modification Agreement) structure. After review with the Borrower and the Title Company, it was determined that a CEMA approach was not available with respect to any of the six New York properties, as no existing mortgages were eligible for consolidation. Accordingly, each New York Mortgage was recorded as a new, stand-alone instrument with full mortgage recording tax paid on the allocated secured amount.
(d) UCC Fixture Filings. UCC fixture filings (Form UCC-1, fixture filing collateral addendum) were recorded in each of the six (6) New York counties concurrently with or promptly following the recording of the respective Mortgage instruments. The fixture filing reference numbers are as follows: New York County (CRFN 2022000287615), Kings County (CRFN 2022000281948), Queens County (CRFN 2022000289175), Westchester County (62-2022-07419), Nassau County (2022-00194783), and Suffolk County (2022-00318648).
II.I — OREGON (1 Property)
RECORDING CONFIRMATION — OREGON 1 Mortgaged Property
August 5, 2022
Mortgagor: Verimark Resort Properties LLC, a Delaware limited liability company (this property is held through Cascadia Hospitality Corp., a Delaware corporation and wholly-owned subsidiary of VHG, which is a Guarantor under the Credit Agreement; Verimark Resort Properties LLC holds fee title to the property)
Security Instrument Type: Trust Deed, Assignment of Leases and Rents, and Security Agreement (Oregon form, in accordance with Oregon Revised Statutes Chapter 86)
Collateral Agent / Beneficiary: Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement and the Intercreditor Agreement
Trustee under Trust Deed: Penro