1021-00001 · Verimark Hospitality Group · Opinions

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 52nd Floor New York, New York 10006

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

July 21, 2022

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

The Lenders party to the Credit Agreement referred to below

Re: $700,000,000 Senior Secured Term Loan B Credit Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the Lenders party thereto

Ladies and Gentlemen:

I. Introduction

We have acted as counsel to Verimark Hospitality Group Inc., a corporation organized under the laws of the State of Delaware (the "Borrower" or "VHG"), and each of the Guarantors identified herein (as defined below), in connection with the Credit Agreement dated as of July 21, 2022 (the "Credit Agreement"), among (a) the Borrower, (b) the Guarantors party thereto, (c) Crescent Harbor Bank, National Association ("Crescent Harbor Bank, N.A."), as Administrative Agent and Collateral Agent, and (d) the Lenders party thereto. The Credit Agreement provides for a $700,000,000 senior secured term loan B facility (the "Term Loan B Facility").

This opinion letter is delivered to you pursuant to Section 4.01(f) of the Credit Agreement. Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement.

II. Definition of Opinion Parties

As used in this opinion letter:

"Borrower" means Verimark Hospitality Group Inc., a corporation organized under the laws of the State of Delaware (EIN: 82-3741956; Delaware File Number: 7291843), with its principal office located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433.

"Guarantors" means each of the following entities:

(a) Verimark Resort Properties LLC, a limited liability company organized under the laws of the State of Delaware;

(b) VHG Management Services Inc., a corporation incorporated under the laws of the State of Delaware;

(d) Palmetto Beachfront Hotels LLC, a limited liability company organized under the laws of the State of Florida; and

(e) Cascadia Hospitality Corp., a corporation incorporated under the laws of the State of Delaware.

The Borrower and the Guarantors are collectively referred to herein as the "Opinion Parties." Additional information regarding each Opinion Party, including entity type, jurisdiction of organization, file numbers, employer identification numbers, and principal office addresses, is set forth on Schedule II attached hereto.

III. Definition of Opinion Documents

The term "Loan Documents" as used in this opinion letter refers to the following agreements, instruments, certificates, and documents, each of which is listed on Schedule I attached hereto:

1. The Credit Agreement dated as of July 21, 2022 (the "Credit Agreement"), among the Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto;

2. The Guarantee Agreement dated as of July 21, 2022 (the "Guarantee Agreement"), among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Administrative Agent;

3. The Pledge and Security Agreement dated as of July 21, 2022 (the "Pledge and Security Agreement"), among the Opinion Parties and Crescent Harbor Bank, N.A., as Collateral Agent;

4. The Amended and Restated Intercreditor Agreement dated as of July 21, 2022 (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A. (in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement, and as administrative agent under the Existing Revolving Credit Facility (as defined therein)), the Borrower, and the Guarantors party thereto;

5. The Perfection Certificate dated as of July 21, 2022 (the "Perfection Certificate"), executed by the Borrower;

6. The Borrowing Request — Initial Drawdown dated July 21, 2022 (the "Borrowing Request"), executed by the Borrower;

7. The Compliance Certificate dated July 21, 2022 (the "Compliance Certificate"), executed by the Borrower;

8. Each Promissory Note issued on the date hereof in favor of the Lenders (collectively, the "Notes"); and

9. Each mortgage, deed of trust, assignment of leases and rents, and security agreement to be delivered on or after the date hereof in connection with the Credit Agreement (collectively, the "Mortgages"), covering the 42 mortgaged hotel properties identified in the Credit Agreement and the related schedules. The Mortgages are to be delivered post-closing by August 5, 2022, pursuant to the Post-Closing Letter Agreement dated as of the date hereof. Our opinion as to the Mortgages will be supplemented by a supplemental opinion letter to be delivered upon the execution, delivery, and recordation of the Mortgages.

The foregoing documents are collectively referred to herein as the "Loan Documents."

IV. Documents and Matters Examined

In rendering the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, records, agreements, and certificates:

1. The Loan Documents, each in its final execution version delivered on the date hereof (or, in the case of the Mortgages, in the form approved by the parties for post-closing delivery);

2. The Certificate of Incorporation of Verimark Hospitality Group Inc. (as amended through the date hereof), the Certificate of Formation of Verimark Resort Properties LLC, the Certificate of Incorporation of VHG Management Services Inc., the Certificate of Formation of Verimark Convention Holdings LLC, the Articles of Organization of Palmetto Beachfront Hotels LLC, and the Certificate of Incorporation of Cascadia Hospitality Corp. (collectively, the "Organizational Certificates"), each as certified by the Secretary of State of the State of Delaware or the Department of State of the State of Florida, as applicable;

3. The Amended and Restated Bylaws of Verimark Hospitality Group Inc. (effective March 15, 2021), the Amended and Restated Limited Liability Company Agreement of Verimark Resort Properties LLC, the Bylaws of VHG Management Services Inc., the Amended and Restated Limited Liability Company Agreement of Verimark Convention Holdings LLC, the Operating Agreement of Palmetto Beachfront Hotels LLC, and the Bylaws of Cascadia Hospitality Corp. (collectively, the "Governing Documents");

4. Certificates of Good Standing (or equivalent certificates of status) for each Opinion Party, as follows:

(a) Verimark Hospitality Group Inc. — certificate of good standing from the Secretary of State of the State of Delaware, dated July 19, 2022, and certificate of status from the Department of State of the State of Florida, dated July 18, 2022;

(b) Verimark Resort Properties LLC — certificate of good standing from the Secretary of State of the State of Delaware, dated July 19, 2022;

(c) VHG Management Services Inc. — certificate of good standing from the Secretary of State of the State of Delaware, dated July 19, 2022;

(d) Verimark Convention Holdings LLC — certificate of good standing from the Secretary of State of the State of Delaware, dated July 19, 2022;

(e) Palmetto Beachfront Hotels LLC — certificate of status from the Department of State of the State of Florida, dated July 18, 2022; and

(f) Cascadia Hospitality Corp. — certificate of good standing from the Secretary of State of the State of Delaware, dated July 19, 2022;

5. The resolutions of the Board of Directors of Verimark Hospitality Group Inc. adopted on May 12, 2022, authorizing the refinancing of the Borrower's existing term loan indebtedness, the execution and delivery of the Credit Agreement and the related Loan Documents, the borrowing of up to $700,000,000 under the Term Loan B Facility, and the granting of security interests and liens in connection therewith;

6. The resolutions or written consents, as applicable, of the governing bodies (including the boards of directors, boards of managers, or sole members, as the case may be) of each Guarantor, authorizing the execution, delivery, and performance by such Guarantor of each Loan Document to which such Guarantor is a party, including the Guarantee Agreement and the Pledge and Security Agreement;

7. The Omnibus Secretary's Certificate dated July 21, 2022, executed by Priya Narayanan, General Counsel and Corporate Secretary of Verimark Hospitality Group Inc., certifying as to the Organizational Certificates, Governing Documents, resolutions, and good standing of each Opinion Party (the "Secretary's Certificate");

8. The Incumbency Certificate dated July 21, 2022, certifying the names, titles, and specimen signatures of the following officers of VHG: Marcus Delvecchio, Chief Executive Officer; Renata Haines, Chief Financial Officer; Priya Narayanan, General Counsel and Corporate Secretary; and Glenn Fischbach, Treasurer (the "Incumbency Certificate");

9. The Officer's Closing Certificate dated July 21, 2022, executed by Renata Haines, Chief Financial Officer, and Priya Narayanan, General Counsel and Corporate Secretary, certifying as to the satisfaction of the conditions precedent to the initial borrowing under the Credit Agreement (the "Officer's Closing Certificate");

10. The Solvency Certificate dated July 21, 2022, executed by Renata Haines, Chief Financial Officer, certifying as to the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the transactions contemplated by the Credit Agreement and the incurrence of $700,000,000 of indebtedness under the Term Loan B Facility (the "Solvency Certificate");

11. The Opinion Backup Certificate dated July 21, 2022, executed by Priya Narayanan, General Counsel and Corporate Secretary, setting forth certain factual representations and confirmations for purposes of this opinion letter (the "Opinion Backup Certificate");

12. The Commitment Letter dated May 27, 2022, among the Borrower, Crescent Harbor Bank, N.A., and the other commitment parties named therein;

13. The Fee Letter dated May 27, 2022, among the Borrower and Crescent Harbor Bank, N.A.;

14. UCC-1 financing statements naming each Opinion Party as debtor and Crescent Harbor Bank, N.A. (as Collateral Agent) as secured party, in the forms to be filed with the Secretary of State of the State of Delaware and the Florida Secured Transaction Registry, as applicable;

15. UCC, federal tax lien, judgment, and litigation search results for Verimark Hospitality Group Inc. and each Guarantor, conducted in the States of Delaware, Florida, New York, and California, each dated not earlier than July 14, 2022; and

16. Such other documents, records, agreements, certificates, corporate and limited liability company records, instruments, and matters of law as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.

V. Assumptions

In rendering the opinions expressed herein, we have, with your consent and without independent investigation or verification, assumed the following:

1. Genuineness of Signatures. All signatures on all documents examined by us (other than the signatures of the Opinion Parties and their respective officers, members, managers, and authorized signatories) are genuine.

2. Authenticity of Documents. All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise) conform to the originals thereof. All documents that have been submitted in draft or unsigned form will conform in all material respects to the execution versions thereof.

3. Legal Capacity. Each natural person executing any document examined by us (whether on behalf of the Opinion Parties or any other party) had, at the time of execution, the legal capacity to do so.

4. Due Organization and Authority of Crescent Harbor Bank, N.A. and the Lenders. Crescent Harbor Bank, N.A. and each Lender are duly organized, validly existing, and in good standing under the laws of their respective jurisdictions of organization, have all requisite corporate or other organizational power and authority to execute, deliver, and perform their respective obligations under the Loan Documents to which they are a party, and have duly authorized, executed, and delivered each such Loan Document.

5. Enforceability Against Crescent Harbor Bank, N.A. and the Lenders. The Credit Agreement and the other Loan Documents constitute legal, valid, binding, and enforceable obligations of Crescent Harbor Bank, N.A. and each Lender party thereto, enforceable against each of them in accordance with their respective terms.

6. Satisfaction of Conditions Precedent. All conditions precedent to the obligations of the Lenders under Article IV of the Credit Agreement have been satisfied or validly waived in accordance with the terms of the Credit Agreement, including but not limited to the delivery of all closing deliverables required thereunder.

7. Accuracy of Loan Documents. The Loan Documents accurately describe the actual agreement and understanding of the parties thereto with respect to the matters set forth therein, and the parties have performed and will continue to perform their respective obligations thereunder in accordance with the terms thereof and applicable law.

8. Fair Consideration. Fair consideration and reasonably equivalent value have been given for all obligations of the Opinion Parties under the Loan Documents, including the guarantees made by the Guarantors under the Guarantee Agreement and the security interests granted under the Pledge and Security Agreement.

9. Solvency. Each of the Opinion Parties is solvent (as such term is used in applicable fraudulent conveyance and fraudulent transfer statutes) as of the date hereof, both before and after giving effect to the transactions contemplated by the Loan Documents, as confirmed by the Solvency Certificate delivered by Renata Haines, Chief Financial Officer of VHG, on the date hereof. We have not independently verified the information set forth in the Solvency Certificate.

10. Choice of Law. The choice of the laws of the State of New York as the governing law of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, and the Intercreditor Agreement is valid, effective, and would be honored by any court before which enforcement of such Loan Documents might be sought.

11. Accuracy of Perfection Certificate. The information set forth in the Perfection Certificate, including information regarding the legal names, jurisdictions of organization, prior names, and locations of collateral of the Opinion Parties, is accurate, complete, and has not changed since the date thereof.

VI. Opinions

Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Sections VII, VIII, and IX below, we are of the opinion that:

A. Due Organization; Valid Existence; Good Standing

1. Verimark Hospitality Group Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.

2. Verimark Resort Properties LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.

3. VHG Management Services Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.

4. Verimark Convention Holdings LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.

5. Palmetto Beachfront Hotels LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida.

6. Cascadia Hospitality Corp. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.

With respect to the foregoing opinions, our opinions as to the valid existence and good standing of each Opinion Party are limited to its jurisdiction of organization and are based solely on the certificates of good standing (or certificates of status) described in Section IV.4 above, each of which is of recent date. We note that such certificates speak only as of their respective dates and are subject to change thereafter. We express no opinion as to the qualification of any Opinion Party to do business as a foreign corporation or foreign limited liability company in any jurisdiction other than its jurisdiction of organization.

B. Power and Authority

Each Opinion Party has all requisite corporate or limited liability company power and authority, as applicable, to:

(a) execute, deliver, and perform its obligations under each Loan Document to which it is a party;

(b) in the case of VHG, to borrow under the Credit Agreement in the aggregate principal amount of $700,000,000 under the Term Loan B Facility;

(c) in the case of each Guarantor, to guarantee the obligations of VHG under the Guarantee Agreement and to perform all obligations arising under or in connection with such guarantee;

(d) to grant the security interests and liens contemplated by the Pledge and Security Agreement and, when delivered, the Mortgages; and

(e) to own, lease, and operate its properties and to carry on its business as presently conducted.

C. Due Authorization

The execution, delivery, and performance by each Opinion Party of each Loan Document to which it is a party has been duly authorized by all necessary corporate or limited liability company action, as applicable.

In the case of Verimark Hospitality Group Inc., such authorization includes the resolutions of the Board of Directors of VHG duly adopted on May 12, 2022, which authorized the refinancing of the Borrower's existing term loan indebtedness, the execution and delivery of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the Intercreditor Agreement, and all other Loan Documents, the borrowing of up to $700,000,000 under the Term Loan B Facility, and the granting of security interests and liens in connection therewith.

In the case of each Guarantor, such authorization includes the applicable resolutions or written consents of the board of directors, board of managers, or sole member (as the case may be) of such Guarantor, authorizing the execution, delivery, and performance by such Guarantor of each Loan Document to which it is a party.

No further corporate or limited liability company action on the part of any Opinion Party, and no action by or consent of any holder of equity interests in any Opinion Party, is required in connection with the execution, delivery, or performance of the Loan Documents or the consummation of the transactions contemplated thereby.

D. Execution and Delivery

Each Loan Document to which each Opinion Party is a party has been duly executed and delivered by such Opinion Party. The officers executing the Loan Documents on behalf of Verimark Hospitality Group Inc. — namely, Marcus Delvecchio, Chief Executive Officer; Renata Haines, Chief Financial Officer; Priya Narayanan, General Counsel and Corporate Secretary; and Glenn Fischbach, Treasurer — are duly elected or appointed incumbents holding the offices indicated next to their respective names, as certified in the Incumbency Certificate delivered on the date hereof. The officers executing the Loan Documents on behalf of each Guarantor are duly authorized to do so pursuant to the applicable resolutions or written consents described in Section IV.6 above.

E. Enforceability. Each Loan Document to which each Opinion Party is a party constitutes a legal, valid, and binding obligation of such Opinion Party, enforceable against such Opinion Party in accordance with its terms, subject, however, to the Enforceability Qualifications set forth in Section VIII.A below.

Without limiting the generality of the foregoing:

(a) The Credit Agreement, which is governed by the laws of the State of New York, constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the Enforceability Qualifications.

(b) The Guarantee Agreement constitutes a legal, valid, and binding obligation of each Guarantor party thereto, enforceable against each such Guarantor in accordance with its terms, subject to the Enforceability Qualifications.

(c) The Pledge and Security Agreement constitutes a legal, valid, and binding obligation of each Opinion Party party thereto, enforceable against each such Opinion Party in accordance with its terms, subject to the Enforceability Qualifications.

(d) The Intercreditor Agreement constitutes a legal, valid, and binding obligation of each Opinion Party party thereto, enforceable against each such Opinion Party in accordance with its terms, subject to the Enforceability Qualifications.

F. No Conflicts

The execution, delivery, and performance of the Loan Documents by the Opinion Parties, the borrowing of $700,000,000 under the Credit Agreement, the guaranteeing of the Borrower's obligations by the Guarantors under the Guarantee Agreement, and the granting of security interests and liens under the Pledge and Security Agreement and the Mortgages do not and will not:

1. Organizational Documents. Violate or contravene the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, articles of organization, operating agreement, or other organizational or governing document of any Opinion Party;

2. Applicable Laws. Violate or contravene any law, statute, rule, or regulation of the State of New York or the federal laws of the United States that in our experience is generally applicable to transactions of the type contemplated by the Loan Documents. This opinion does not extend to (i) laws, rules, and regulations specific to the hospitality, hotel management, food service, or gaming industries, (ii) environmental laws and regulations (including CERCLA and state equivalents), (iii) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations promulgated thereunder, (iv) tax laws (including federal, state, and local income, franchise, and other tax statutes and regulations), (v) margin regulations (other than as specifically addressed in paragraph H below), (vi) state and local land use, zoning, building code, and licensure laws and regulations, or (vii) the laws of any jurisdiction other than the State of New York and the federal laws of the United States;

3. Material Agreements. Result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, or require any consent that has not been obtained under, any material agreement or instrument listed in Schedule I to the Opinion Backup Certificate to which any Opinion Party is a party or by which any Opinion Party or any of its properties is bound. The agreements and instruments reviewed for purposes of this opinion include, without limitation, (i) the existing $400,000,000 revolving credit facility (the "Existing Revolving Credit Facility") evidenced by the Revolving Credit Agreement dated as of October 3, 2019 (as amended), among the Borrower, the guarantors party thereto, Crescent Harbor Bank, N.A., as administrative agent, and the lenders party thereto, and (ii) the $245,000,000 aggregate principal amount of 6.250% Senior Unsecured Notes due 2027 issued under the Indenture dated as of March 15, 2020, among the Borrower, the guarantors party thereto, and Atlantic Standard Trust Company, as trustee; or

4. Liens. Result in the creation or imposition of any lien, security interest, charge, or encumbrance on any property or asset of any Opinion Party, other than the liens and security interests created under the Loan Documents.

G. No Governmental Approvals Required

No authorization, approval, consent, license, order, registration, or filing with any governmental authority of the State of New York or the United States is required in connection with the execution, delivery, and performance of the Loan Documents by the Opinion Parties, or the consummation of the transactions contemplated thereby (including the borrowing of $700,000,000 under the Credit Agreement and the granting of security interests and liens under the Pledge and Security Agreement and the Mortgages), except for:

1. Filings necessary to perfect the security interests created under the Pledge and Security Agreement, including (a) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware (naming VHG, Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, and Cascadia Hospitality Corp., respectively, as debtors), (b) the filing of UCC-1 financing statements with the Florida Secured Transaction Registry (naming Palmetto Beachfront Hotels LLC as debtor), and (c) filings with the United States Patent and Trademark Office and the United States Copyright Office with respect to registered patents, trademarks, and copyrights included in the collateral;

2. The recordation of the Mortgages in the applicable county recording offices and land registries in the States of Florida, New York, California, Texas, Georgia, Colorado, Arizona, Illinois, Washington, Oregon, Nevada, and Virginia, covering the 42 mortgaged hotel properties identified in the Credit Agreement; and

3. Such authorizations, approvals, consents, registrations, and filings as have already been obtained or made as of the date hereof.

H. No Violation of Margin Regulations

No part of the proceeds of the $700,000,000 Term Loan B Facility will be used, directly or indirectly, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U (12 C.F.R. Part 221) of the Board of Governors of the Federal Reserve System, or for the purpose of reducing or retiring any indebtedness that was originally incurred to purchase or carry margin stock, or for any other purpose that might cause the Term Loan B Facility or the Credit Agreement to violate Regulation T (12 C.F.R. Part 220), Regulation U, or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System. Verimark Hospitality Group Inc. is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock.

I. Security Interest Opinions (UCC Matters)

1. The Pledge and Security Agreement creates a valid security interest in favor of Crescent Harbor Bank, N.A. (in its capacity as Collateral Agent), for the ratable benefit of the Secured Parties (as defined in the Credit Agreement), in the personal property collateral described in the Pledge and Security Agreement (the "Personal Property Collateral"), to the extent that Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "NY UCC") is applicable to the creation of such security interest.

2. Upon the filing of properly completed UCC-1 financing statements with (a) the Secretary of State of the State of Delaware (with respect to Verimark Hospitality Group Inc., Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, and Cascadia Hospitality Corp., each of which is organized under the laws of the State of Delaware), and (b) the Florida Secured Transaction Registry (with respect to Palmetto Beachfront Hotels LLC, which is organized under the laws of the State of Florida), the security interest created by the Pledge and Security Agreement in the Personal Property Collateral will be perfected to the extent that a security interest in such collateral can be perfected by the filing of a UCC financing statement under the NY UCC or the applicable version of Article 9 of the Uniform Commercial Code in effect in the State of Delaware or the State of Florida, as the case may be.

3. To the extent the Pledge and Security Agreement covers the equity interests owned by the Opinion Parties in each direct domestic subsidiary and 65% of the voting equity interests in any first-tier foreign subsidiary, and to the extent such equity interests constitute "certificated securities" under Article 8 of the NY UCC, the security interest therein will be perfected upon delivery to the Collateral Agent of the certificates representing such equity interests, accompanied by undated stock powers or similar instruments of transfer endorsed in blank. To the extent any such equity interests constitute "uncertificated securities" under Article 8 of the NY UCC, the security interest therein will be perfected upon registration of the pledge on the books and records of the issuer thereof, or upon the Collateral Agent obtaining "control" (within the meaning of Section 8-106 of the NY UCC) of such uncertificated securities.

We note that no opinion is rendered herein as to the priority of the security interests created by the Pledge and Security Agreement. The relative priority of the security interests as between the Secured Parties under the Credit Agreement and the secured parties under the Existing Revolving Credit Facility is addressed by the provisions of the Amended and Restated Intercreditor Agreement, which establishes a pari passu sharing arrangement among such secured parties.

J. Investment Company Act

None of the Opinion Parties is, or upon consummation of the transactions contemplated by the Loan Documents will be, required to be registered as an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

K. Choice of Law

The choice of the laws of the State of New York as the governing law of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, and the Intercreditor Agreement is a valid and effective choice of law under Section 5-1401 of the New York General Obligations Law, and such choice of law would be given effect by a New York court applying New York choice-of-law principles.

VII. No Litigation Opinion

Based solely on (a) the representations and certifications set forth in the Opinion Backup Certificate executed by Priya Narayanan, General Counsel and Corporate Secretary of VHG, on the date hereof, and (b) the representations and certifications set forth in the Officer's Closing Certificate executed by Renata Haines, Chief Financial Officer, and Priya Narayanan, General Counsel and Corporate Secretary, on the date hereof, and without independent investigation or inquiry (including any review of court dockets, regulatory filings, or other public records), no litigation, investigation, arbitration, administrative proceeding, or other legal proceeding is pending or, to the knowledge of the officers of VHG named in the foregoing certificates, threatened in writing against or affecting any Opinion Party before any court, arbitrator, or governmental authority that would reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement) or that would reasonably be expected to materially and adversely affect the ability of any Opinion Party to perform its obligations under the Loan Documents.

VIII. Qualifications and Limitations

A. Enforceability Qualifications

The opinions expressed herein as to the enforceability of the Loan Documents are subject to the following qualifications (collectively, the "Enforceability Qualifications"):

1. Bankruptcy and Insolvency Qualification. Enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium, receivership, conservatorship, and similar laws affecting creditors' rights and remedies generally, including without limitation the Bankruptcy Code (Title 11, United States Code), and by laws relating to or affecting generally the enforcement of creditors' rights, including without limitation the Uniform Fraudulent Transfer Act and the Uniform Voidable Transactions Act, as applicable.

2. Equitable Principles Qualification. Enforceability may be limited by general principles of equity (including without limitation concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether enforcement is considered in a proceeding in equity or at law. General equitable principles may, among other things, deny the availability of certain remedies or the enforcement of certain covenants in circumstances in which a court determines that such enforcement would be unreasonable, oppressive, or contrary to public policy.

3. Equitable Remedies. The availability of specific performance, injunctive relief, or other equitable remedies under the Loan Documents is subject to the discretion of the court before which any proceeding therefor may be brought, and such remedies may not be available where damages are deemed an adequate remedy at law.

4. Indemnification and Contribution. The enforceability of indemnification, contribution, and exculpation provisions in the Loan Documents may be limited by applicable federal and state securities laws and by public policy considerations, including the public policy underlying such securities laws. A court may refuse to enforce any such provision to the extent it purports to indemnify a party against liability arising from such party's own negligence, willful misconduct, fraud, or violation of securities laws.

5. Waivers. The enforceability of provisions purporting to waive rights or defenses, including without limitation the waiver of the right to trial by jury, the waiver of rights to notice, marshaling, or other procedural rights, and the waiver of rights to interpose counterclaims or setoffs in any proceeding, may be limited by applicable law. In particular, a waiver of the right to trial by jury may not be enforceable in all circumstances under the laws of the State of New York, and the enforceability of such waivers may depend on the facts and circumstances at the time such waivers are sought to be enforced.

6. Evidentiary Standards. No opinion is rendered as to the enforceability of any provision of the Loan Documents that purports to establish evidentiary standards, to shift the burden of proof in any proceeding, or to modify or limit any right to discovery or other procedural rights otherwise available under applicable law.

B. Scope Limitations

The opinions expressed herein are subject to the following additional qualifications and limitations:

1. Governing Law. Our opinions are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware (Title 8, Delaware Code), the Delaware Limited Liability Company Act (Title 6, Chapter 18, Delaware Code), and the federal laws of the United States, in each case as in effect on the date hereof. We do not express any opinion on the laws of any other jurisdiction. With respect to the laws of the State of Florida, our opinion is limited to (a) the valid organization and good standing of Palmetto Beachfront Hotels LLC under the Florida Revised Limited Liability Company Act, as reflected in the certificate of status issued by the Florida Department of State, and (b) the qualification of Verimark Hospitality Group Inc. to transact business in the State of Florida, as reflected in the certificate of status issued by the Florida Department of State. We have not, for purposes of this opinion, made any independent review of the substantive laws of the State of Florida.

2. Tax Matters. No opinion is expressed herein on any tax matters, including without limitation the characterization of the Term Loan B Facility or any amounts payable thereunder for federal, state, or local tax purposes, the deductibility of interest payments, the withholding tax obligations of the Borrower, or any other tax consequences arising from or related to the Loan Documents. Tax matters related to the transactions contemplated by the Loan Documents are addressed separately in the internal Tax Opinion Memorandum dated July 18, 2022, prepared by Leonard Cross of this firm, which has been delivered to VHG and is not addressed to or for the benefit of the addressees of this opinion.

3. Financial Assistance and Corporate Benefit. No opinion is expressed herein on compliance with any financial assistance, corporate benefit, or similar law of any jurisdiction, including without limitation any law that may limit the ability of the Guarantors to guarantee the obligations of VHG or to grant security interests in their assets for the benefit of VHG's creditors.

4. Recording and Transfer Taxes. No opinion is expressed herein as to the effect of any local recording tax, intangible tax, mortgage tax, transfer tax, or documentary stamp tax on the enforceability, validity, or perfection of the Mortgages or any other Loan Document. The enforceability of the Mortgages may be subject to the payment of applicable recording fees, mortgage taxes, and documentary stamp taxes in the jurisdictions where the mortgaged properties are located.

5. Environmental, ERISA, Labor, Antitrust, and Sanctions Laws. No opinion is expressed herein on environmental laws and regulations, ERISA and related pension and employee benefit laws, labor and employment laws, antitrust laws, the Office of Foreign Assets Control regulations, anti-money laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act), or economic sanctions laws and regulations.

6. Title and Value of Collateral. No opinion is expressed herein on the title to, or the value of, any real or personal property collateral, including without limitation the 42 mortgaged hotel properties identified in the Credit Agreement (which have an aggregate appraised value of approximately $2.18 billion as reflected in the appraisals delivered to the Administrative Agent) or the full 74-property portfolio of the Borrower and its subsidiaries (which has an aggregate appraised value of approximately $3.1 billion). We have not independently verified any appraisals, valuations, or title information.

7. Real Property Security Interests. No opinion is expressed herein as to the creation, validity, enforceability, perfection, or priority of security interests in or liens on real property. Such matters are governed by the laws of the respective states in which the mortgaged properties are located and are addressed by the Mortgages and the title insurance policies to be issued by Continental Fidelity Title Company (as national title agent) in connection with the closing and post-closing deliveries.

8. Limitations on UCC Opinions. The security interest opinions set forth in Section VI.I above are limited to Article 9 of the NY UCC and do not cover or extend to security interests in (a) deposit accounts (perfection of which requires a "control agreement" under Section 9-104 of the NY UCC), (b) letter-of-credit rights (perfection of which requires "control" under Section 9-107 of the NY UCC), (c) commercial tort claims (which must be specifically identified in the security agreement and cannot be perfected by filing alone in certain circumstances), or (d) other categories of collateral requiring control agreements, possession, or other non-filing methods of perfection under Article 9 of the NY UCC.

9. Statutes of Limitations. No opinion is expressed herein on the enforceability of any provision of the Loan Documents that purports to waive broadly, limit the application of, or otherwise modify any applicable statute of limitations or statute of repose.

10. Date of Opinion; No Obligation to Update. This opinion letter speaks only as of the date hereof. We have not undertaken to advise you of any changes in applicable law or any changes in the facts or circumstances relating to any Opinion Party that may hereafter come to our attention, and we assume no obligation to update, revise, or supplement this opinion letter after the date hereof by reason of any such changes or for any other reason.

IX. Reliance and Benefit

This opinion letter is rendered solely for the benefit of the addressees hereof — namely, Crescent Harbor Bank, National Association, in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement, and each of the Lenders party to the Credit Agreement as of the date hereof — in connection with the $700,000,000 Term Loan B Facility evidenced by the Credit Agreement and the related Loan Documents.

This opinion letter may not be relied upon by any other person or entity, and may not be quoted, cited, or referred to for any other purpose, without our prior written consent in each instance. Notwithstanding the foregoing, this opinion letter may be relied upon by any person or entity that becomes a Lender under the Credit Agreement after the date hereof pursuant to a valid Assignment and Assumption Agreement executed in accordance with the terms of the Credit Agreement, provided that any such reliance shall be subject to the same qualifications, limitations, assumptions, and exceptions set forth herein and shall be limited to the opinions expressed as of the date hereof.

No copies of this opinion letter (in whole or in part) may be furnished to any person or entity other than the addressees hereof without our prior written consent, except (a) as may be required by applicable law, regulation, or legal process, (b) in connection with any regulatory examination by any governmental authority having jurisdiction over the Administrative Agent, the Collateral Agent, or any Lender, (c) to any nationally recognized rating agency in connection with a rating of the Term Loan B Facility, or (d) as otherwise required or permitted by the terms of the Credit Agreement.

We are members of the Bar of the State of New York. We express no opinion as to the laws of any jurisdiction other than those specified herein.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Ian Blackwood, Partner Banking & Finance Group One Liberty Plaza, 52nd Floor New York, New York 10006 Telephone: (212) 558-4127

Email: iblackwood@calderwoodharkness.com

SCHEDULE I

LIST OF LOAN DOCUMENTS

The following is the list of Loan Documents on which the opinions set forth in this opinion letter are rendered:

1. Credit Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the Lenders party thereto.

2. Guarantee Agreement dated as of July 21, 2022, among the Guarantors party thereto and Crescent Harbor Bank, National Association, as Administrative Agent.

3. Pledge and Security Agreement dated as of July 21, 2022, among the Opinion Parties and Crescent Harbor Bank, National Association, as Collateral Agent.

4. Amended and Restated Intercreditor Agreement dated as of July 21, 2022, among Crescent Harbor Bank, National Association (in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement, and as administrative agent under the Existing Revolving Credit Facility), the Borrower, and the Guarantors party thereto.

5. Perfection Certificate dated as of July 21, 2022, executed by the Borrower.

6. Borrowing Request — Initial Drawdown dated July 21, 2022, executed by the Borrower.

7. Compliance Certificate dated July 21, 2022, executed by the Borrower.

8. Promissory Notes dated July 21, 2022, issued by the Borrower in favor of each Lender.

9. Mortgages (including mortgages, deeds of trust, assignments of leases and rents, and security agreements) covering the 42 mortgaged hotel properties, to be delivered post-closing by August 5, 2022, pursuant to the Post-Closing Letter Agreement dated as of July 21, 2022. Our opinion as to the Mortgages will be supplemented by a supplemental opinion letter to be delivered upon the execution, delivery, and recordation of the Mortgages.

SCHEDULE II

LIST OF OPINION PARTIES AND JURISDICTIONS

Opinion Party	Entity Type	Jurisdiction of Organization	File Number	EIN	Principal Office Address	Registered Agent / Address
Verimark Hospitality Group Inc.	Corporation	Delaware	Delaware File No. 7291843	82-3741956	8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433	Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, DE 19801
Verimark Resort Properties LLC	Limited Liability Company	Delaware	Delaware File No. 7314527	84-2098331	8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433	Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, DE 19801
VHG Management Services Inc.	Corporation	Delaware	Delaware File No. 7305194	83-4517862	8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433	Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, DE 19801
Verimark Convention Holdings LLC	Limited Liability Company	Delaware	Delaware File No. 7321088	85-1632974	8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433	Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, DE 19801
Palmetto Beachfront Hotels LLC	Limited Liability Company	Florida	FL Doc. No. L21000294817	86-3294501	1900 South Ocean Boulevard, Suite 400, Palm Beach, FL 33480	Statutory Agent: Ashgrove Services Inc., 1200 South Pine Island Road, Suite 250, Plantation, FL 33324
Cascadia Hospitality Corp.	Corporation	Delaware	Delaware File No. 7338612	87-1084253	701 Pike Street, Suite 2200, Seattle, WA 98101	Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, DE 19801

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 52nd Floor New York, New York 10006
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
July 21, 2022
Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent 600 Lexington Avenue, 34th Floor New York, New York 10022
The Lenders party to the Credit Agreement referred to below
Re: $700,000,000 Senior Secured Term Loan B Credit Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the Lenders party thereto
Ladies and Gentlemen:
I. Introduction
We have acted as counsel to Verimark Hospitality Group Inc., a corporation organized under the laws of the State of Delaware (the "Borrower" or "VHG"), and each of the Guarantors identified herein (as defined below), in connection with the Credit Agreement dated as of July 21, 2022 (the "Credit Agreement"), among (a) the Borrower, (b) the Guarantors party thereto, (c) Crescent Harbor Bank, National Association ("Crescent Harbor Bank, N.A."), as Administrative Agent and Collateral Agent, and (d) the Lenders party thereto. The Credit Agreement provides for a $700,000,000 senior secured term loan B facility (the "Term Loan B Facility").
This opinion letter is delivered to you pursuant to Section 4.01(f) of the Credit Agreement. Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement.
II. Definition of Opinion Parties
As used in this opinion letter:
"Borrower" means Verimark Hospitality Group Inc., a corporation organized under the laws of the State of Delaware (EIN: 82-3741956; Delaware File Number: 7291843), with its principal office located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433.
"Guarantors" means each of the following entities:
(a) Verimark Resort Properties LLC, a limited liability company organized under the laws of the State of Delaware;
(b) VHG Management Services Inc., a corporation incorporated under the laws of the State of Delaware;
(c) Verimark Convention Holdings LLC, a limited liability company organized under the laws of the State of Delaware;
(d) Palmetto Beachfront Hotels LLC, a limited liability company organized under the laws of the State of Florida; and
(e) Cascadia Hospitality Corp., a corporation incorporated under the laws of the State of Delaware.
The Borrower and the Guarantors are collectively referred to herein as the "Opinion Parties." Additional information regarding each Opinion Party, including entity type, jurisdiction of organization, file numbers, employer identification numbers, and principal office addresses, is set forth on Schedule II attached hereto.
III. Definition of Opinion Documents
The term "Loan Documents" as used in this opinion letter refers to the following agreements, instruments, certificates, and documents, each of which is listed on Schedule I attached hereto:
1. The Credit Agreement dated as of July 21, 2022 (the "Credit Agreement"), among the Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto;
2. The Guarantee Agreement dated as of July 21, 2022 (the "Guarantee Agreement"), among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Administrative Agent;
3. The Pledge and Security Agreement dated as of July 21, 2022 (the "Pledge and Security Agreement"), among the Opinion Parties and Crescent Harbor Bank, N.A., as Collateral Agent;
4. The Amended and Restated Intercreditor Agreement dated as of July 21, 2022 (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A. (in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement, and as administrative agent under the Existing Revolving Credit Facility (as defined therein)), the Borrower, and the Guarantors party thereto;
5. The Perfection Certificate dated as of July 21, 2022 (the "Perfection Certificate"), executed by the Borrower;
6. The Borrowing Request — Initial Drawdown dated July 21, 2022 (the "Borrowing Request"), executed by the Borrower;
7. The Compliance Certificate dated July 21, 2022 (the "Compliance Certificate"), executed by the Borrower;
8. Each Promissory Note issued on the date hereof in favor of the Lenders (collectively, the "Notes"); and
9. Each mortgage, deed of trust, assignment of leases and rents, and security agreement to be delivered on or after the date hereof in connection with the Credit Agreement (collectively, the "Mortgages"), covering the 42 mortgaged hotel properties identified in the Credit Agreement and the related schedules. The Mortgages are to be delivered post-closing by August 5, 2022, pursuant to the Post-Closing Letter Agreement dated as of the date hereof. Our opinion as to the Mortgages will be supplemented by a supplemental opinion letter to be delivered upon the execution, delivery, and recordation of the Mortgages.
The foregoing documents are collectively referred to herein as the "Loan Documents."
IV. Documents and Matters Examined
In rendering the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, records, agreements, and certificates:
1. The Loan Documents, each in its final execution version delivered on the date hereof (or, in the case of the Mortgages, in the form approved by the parties for post-closing delivery);
2. The Certificate of Incorporation of Verimark Hospitality Group Inc. (as amended through the date hereof), the Certificate of Formation of Verimark Resort Properties LLC, the Certificate of Incorporation of VHG Management Services Inc., the Certificate of Formation of Verimark Convention Holdings LLC, the Articles of Organization of Palmetto Beachfront Hotels LLC, and the Certificate of Incorporation of Cascadia Hospitality Corp. (collectively, the "Organizational Certificates"), each as certified by the Secretary of State of the State of Delaware or the Department of State of the State of Florida, as applicable;
3. The Amended and Restated Bylaws of Verimark Hospitality Group Inc. (effective March 15, 2021), the Amended and Restated Limited Liability Company Agreement of Verimark Resort Properties LLC, the Bylaws of VHG Management Services Inc., the Amended and Restated Limited Liability Company Agreement of Verimark Convention Holdings LLC, the Operating Agreement of Palmetto Beachfront Hotels LLC, and the Bylaws of Cascadia Hospitality Corp. (collectively, the "Governing Documents");
4. Certificates of Good Standing (or equivalent certificates of status) for each Opinion Party, as follows:
(a) Verimark Hospitality Group Inc. — certificate of good standing from the Secretary of State of the State of Delaware, dated July 19, 2022, and certificate of status from the Department of State of the State of Florida, dated July 18, 2022;
(b) Verimark Resort Properties LLC — certificate of good standing from the Secretary of State of the State of Delaware, dated July 19, 2022;
(c) VHG Management Services Inc. — certificate of good standing from the Secretary of State of the State of Delaware, dated July 19, 2022;
(d) Verimark Convention Holdings LLC — certificate of good standing from the Secretary of State of the State of Delaware, dated July 19, 2022;
(e) Palmetto Beachfront Hotels LLC — certificate of status from the Department of State of the State of Florida, dated July 18, 2022; and
(f) Cascadia Hospitality Corp. — certificate of good standing from the Secretary of State of the State of Delaware, dated July 19, 2022;
5. The resolutions of the Board of Directors of Verimark Hospitality Group Inc. adopted on May 12, 2022, authorizing the refinancing of the Borrower's existing term loan indebtedness, the execution and delivery of the Credit Agreement and the related Loan Documents, the borrowing of up to $700,000,000 under the Term Loan B Facility, and the granting of security interests and liens in connection therewith;
6. The resolutions or written consents, as applicable, of the governing bodies (including the boards of directors, boards of managers, or sole members, as the case may be) of each Guarantor, authorizing the execution, delivery, and performance by such Guarantor of each Loan Document to which such Guarantor is a party, including the Guarantee Agreement and the Pledge and Security Agreement;
7. The Omnibus Secretary's Certificate dated July 21, 2022, executed by Priya Narayanan, General Counsel and Corporate Secretary of Verimark Hospitality Group Inc., certifying as to the Organizational Certificates, Governing Documents, resolutions, and good standing of each Opinion Party (the "Secretary's Certificate");
8. The Incumbency Certificate dated July 21, 2022, certifying the names, titles, and specimen signatures of the following officers of VHG: Marcus Delvecchio, Chief Executive Officer; Renata Haines, Chief Financial Officer; Priya Narayanan, General Counsel and Corporate Secretary; and Glenn Fischbach, Treasurer (the "Incumbency Certificate");
9. The Officer's Closing Certificate dated July 21, 2022, executed by Renata Haines, Chief Financial Officer, and Priya Narayanan, General Counsel and Corporate Secretary, certifying as to the satisfaction of the conditions precedent to the initial borrowing under the Credit Agreement (the "Officer's Closing Certificate");
10. The Solvency Certificate dated July 21, 2022, executed by Renata Haines, Chief Financial Officer, certifying as to the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the transactions contemplated by the Credit Agreement and the incurrence of $700,000,000 of indebtedness under the Term Loan B Facility (the "Solvency Certificate");
11. The Opinion Backup Certificate dated July 21, 2022, executed by Priya Narayanan, General Counsel and Corporate Secretary, setting forth certain factual representations and confirmations for purposes of this opinion letter (the "Opinion Backup Certificate");
12. The Commitment Letter dated May 27, 2022, among the Borrower, Crescent Harbor Bank, N.A., and the other commitment parties named therein;
13. The Fee Letter dated May 27, 2022, among the Borrower and Crescent Harbor Bank, N.A.;
14. UCC-1 financing statements naming each Opinion Party as debtor and Crescent Harbor Bank, N.A. (as Collateral Agent) as secured party, in the forms to be filed with the Secretary of State of the State of Delaware and the Florida Secured Transaction Registry, as applicable;
15. UCC, federal tax lien, judgment, and litigation search results for Verimark Hospitality Group Inc. and each Guarantor, conducted in the States of Delaware, Florida, New York, and California, each dated not earlier than July 14, 2022; and
16. Such other documents, records, agreements, certificates, corporate and limited liability company records, instruments, and matters of law as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.
V. Assumptions
In rendering the opinions expressed herein, we have, with your consent and without independent investigation or verification, assumed the following:
1. Genuineness of Signatures. All signatures on all documents examined by us (other than the signatures of the Opinion Parties and their respective officers, members, managers, and authorized signatories) are genuine.
2. Authenticity of Documents. All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise) conform to the originals thereof. All documents that have been submitted in draft or unsigned form will conform in all material respects to the execution versions thereof.
3. Legal Capacity. Each natural person executing any document examined by us (whether on behalf of the Opinion Parties or any other party) had, at the time of execution, the legal capacity to do so.
4. Due Organization and Authority of Crescent Harbor Bank, N.A. and the Lenders. Crescent Harbor Bank, N.A. and each Lender are duly organized, validly existing, and in good standing under the laws of their respective jurisdictions of organization, have all requisite corporate or other organizational power and authority to execute, deliver, and perform their respective obligations under the Loan Documents to which they are a party, and have duly authorized, executed, and delivered each such Loan Document.
5. Enforceability Against Crescent Harbor Bank, N.A. and the Lenders. The Credit Agreement and the other Loan Documents constitute legal, valid, binding, and enforceable obligations of Crescent Harbor Bank, N.A. and each Lender party thereto, enforceable against each of them in accordance with their respective terms.
6. Satisfaction of Conditions Precedent. All conditions precedent to the obligations of the Lenders under Article IV of the Credit Agreement have been satisfied or validly waived in accordance with the terms of the Credit Agreement, including but not limited to the delivery of all closing deliverables required thereunder.
7. Accuracy of Loan Documents. The Loan Documents accurately describe the actual agreement and understanding of the parties thereto with respect to the matters set forth therein, and the parties have performed and will continue to perform their respective obligations thereunder in accordance with the terms thereof and applicable law.
8. Fair Consideration. Fair consideration and reasonably equivalent value have been given for all obligations of the Opinion Parties under the Loan Documents, including the guarantees made by the Guarantors under the Guarantee Agreement and the security interests granted under the Pledge and Security Agreement.
9. Solvency. Each of the Opinion Parties is solvent (as such term is used in applicable fraudulent conveyance and fraudulent transfer statutes) as of the date hereof, both before and after giving effect to the transactions contemplated by the Loan Documents, as confirmed by the Solvency Certificate delivered by Renata Haines, Chief Financial Officer of VHG, on the date hereof. We have not independently verified the information set forth in the Solvency Certificate.
10. Choice of Law. The choice of the laws of the State of New York as the governing law of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, and the Intercreditor Agreement is valid, effective, and would be honored by any court before which enforcement of such Loan Documents might be sought.
11. Accuracy of Perfection Certificate. The information set forth in the Perfection Certificate, including information regarding the legal names, jurisdictions of organization, prior names, and locations of collateral of the Opinion Parties, is accurate, complete, and has not changed since the date thereof.
VI. Opinions
Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Sections VII, VIII, and IX below, we are of the opinion that:
A. Due Organization; Valid Existence; Good Standing
1. Verimark Hospitality Group Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.
2. Verimark Resort Properties LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.
3. VHG Management Services Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.
4. Verimark Convention Holdings LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.
5. Palmetto Beachfront Hotels LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida.
6. Cascadia Hospitality Corp. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.
With respect to the foregoing opinions, our opinions as to the valid existence and good standing of each Opinion Party are limited to its jurisdiction of organization and are based solely on the certificates of good standing (or certificates of status) described in Section IV.4 above, each of which is of recent date. We note that such certificates speak only as of their respective dates and are subject to change thereafter. We express no opinion as to the qualification of any Opinion Party to do business as a foreign corporation or foreign limited liability company in any jurisdiction other than its jurisdiction of organization.
B. Power and Authority
Each Opinion Party has all requisite corporate or limited liability company power and authority, as applicable, to:
(a) execute, deliver, and perform its obligations under each Loan Document to which it is a party;
(b) in the case of VHG, to borrow under the Credit Agreement in the aggregate principal amount of $700,000,000 under the Term Loan B Facility;
(c) in the case of each Guarantor, to guarantee the obligations of VHG under the Guarantee Agreement and to perform all obligations arising under or in connection with such guarantee;
(d) to grant the security interests and liens contemplated by the Pledge and Security Agreement and, when delivered, the Mortgages; and
(e) to own, lease, and operate its properties and to carry on its business as presently conducted.
C. Due Authorization
The execution, delivery, and performance by each Opinion Party of each Loan Document to which it is a party has been duly authorized by all necessary corporate or limited liability company action, as applicable.
In the case of Verimark Hospitality Group Inc., such authorization includes the resolutions of the Board of Directors of VHG duly adopted on May 12, 2022, which authorized the refinancing of the Borrower's existing term loan indebtedness, the execution and delivery of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the Intercreditor Agreement, and all other Loan Documents, the borrowing of up to $700,000,000 under the Term Loan B Facility, and the granting of security interests and liens in connection therewith.
In the case of each Guarantor, such authorization includes the applicable resolutions or written consents of the board of directors, board of managers, or sole member (as the case may be) of such Guarantor, authorizing the execution, delivery, and performance by such Guarantor of each Loan Document to which it is a party.
No further corporate or limited liability company action on the part of any Opinion Party, and no action by or consent of any holder of equity interests in any Opinion Party, is required in connection with the execution, delivery, or performance of the Loan Documents or the consummation of the transactions contemplated thereby.
D. Execution and Delivery
Each Loan Document to which each Opinion Party is a party has been duly executed and delivered by such Opinion Party. The officers executing the Loan Documents on behalf of Verimark Hospitality Group Inc. — namely, Marcus Delvecchio, Chief Executive Officer; Renata Haines, Chief Financial Officer; Priya Narayanan, General Counsel and Corporate Secretary; and Glenn Fischbach, Treasurer — are duly elected or appointed incumbents holding the offices indicated next to their respective names, as certified in the Incumbency Certificate delivered on the date hereof. The officers executing the Loan Documents on behalf of each Guarantor are duly authorized to do so pursuant to the applicable resolutions or written consents described in Section IV.6 above.
E. Enforceability. Each Loan Document to which each Opinion Party is a party constitutes a legal, valid, and binding obligation of such Opinion Party, enforceable against such Opinion Party in accordance with its terms, subject, however, to the Enforceability Qualifications set forth in Section VIII.A below.
Without limiting the generality of the foregoing:
(a) The Credit Agreement, which is governed by the laws of the State of New York, constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the Enforceability Qualifications.
(b) The Guarantee Agreement constitutes a legal, valid, and binding obligation of each Guarantor party thereto, enforceable against each such Guarantor in accordance with its terms, subject to the Enforceability Qualifications.
(c) The Pledge and Security Agreement constitutes a legal, valid, and binding obligation of each Opinion Party party thereto, enforceable against each such Opinion Party in accordance with its terms, subject to the Enforceability Qualifications.
(d) The Intercreditor Agreement constitutes a legal, valid, and binding obligation of each Opinion Party party thereto, enforceable against each such Opinion Party in accordance with its terms, subject to the Enforceability Qualifications.
F. No Conflicts
The execution, delivery, and performance of the Loan Documents by the Opinion Parties, the borrowing of $700,000,000 under the Credit Agreement, the guaranteeing of the Borrower's obligations by the Guarantors under the Guarantee Agreement, and the granting of security interests and liens under the Pledge and Security Agreement and the Mortgages do not and will not:
1. Organizational Documents. Violate or contravene the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, articles of organization, operating agreement, or other organizational or governing document of any Opinion Party;
2. Applicable Laws. Violate or contravene any law, statute, rule, or regulation of the State of New York or the federal laws of the United States that in our experience is generally applicable to transactions of the type contemplated by the Loan Documents. This opinion does not extend to (i) laws, rules, and regulations specific to the hospitality, hotel management, food service, or gaming industries, (ii) environmental laws and regulations (including CERCLA and state equivalents), (iii) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations promulgated thereunder, (iv) tax laws (including federal, state, and local income, franchise, and other tax statutes and regulations), (v) margin regulations (other than as specifically addressed in paragraph H below), (vi) state and local land use, zoning, building code, and licensure laws and regulations, or (vii) the laws of any jurisdiction other than the State of New York and the federal laws of the United States;
3. Material Agreements. Result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, or require any consent that has not been obtained under, any material agreement or instrument listed in Schedule I to the Opinion Backup Certificate to which any Opinion Party is a party or by which any Opinion Party or any of its properties is bound. The agreements and instruments reviewed for purposes of this opinion include, without limitation, (i) the existing $400,000,000 revolving credit facility (the "Existing Revolving Credit Facility") evidenced by the Revolving Credit Agreement dated as of October 3, 2019 (as amended), among the Borrower, the guarantors party thereto, Crescent Harbor Bank, N.A., as administrative agent, and the lenders party thereto, and (ii) the $245,000,000 aggregate principal amount of 6.250% Senior Unsecured Notes due 2027 issued under the Indenture dated as of March 15, 2020, among the Borrower, the guarantors party thereto, and Atlantic Standard Trust Company, as trustee; or
4. Liens. Result in the creation or imposition of any lien, security interest, charge, or encumbrance on any property or asset of any Opinion Party, other than the liens and security interests created under the Loan Documents.
G. No Governmental Approvals Required
No authorization, approval, consent, license, order, registration, or filing with any governmental authority of the State of New York or the United States is required in connection with the execution, delivery, and performance of the Loan Documents by the Opinion Parties, or the consummation of the transactions contemplated thereby (including the borrowing of $700,000,000 under the Credit Agreement and the granting of security interests and liens under the Pledge and Security Agreement and the Mortgages), except for:
1. Filings necessary to perfect the security interests created under the Pledge and Security Agreement, including (a) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware (naming VHG, Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, and Cascadia Hospitality Corp., respectively, as debtors), (b) the filing of UCC-1 financing statements with the Florida Secured Transaction Registry (naming Palmetto Beachfront Hotels LLC as debtor), and (c) filings with the United States Patent and Trademark Office and the United States Copyright Office with respect to registered patents, trademarks, and copyrights included in the collateral;
2. The recordation of the Mortgages in the applicable county recording offices and land registries in the States of Florida, New York, California, Texas, Georgia, Colorado, Arizona, Illinois, Washington, Oregon, Nevada, and Virginia, covering the 42 mortgaged hotel properties identified in the Credit Agreement; and
3. Such authorizations, approvals, consents, registrations, and filings as have already been obtained or made as of the date hereof.
H. No Violation of Margin Regulations
No part of the proceeds of the $700,000,000 Term Loan B Facility will be used, directly or indirectly, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U (12 C.F.R. Part 221) of the Board of Governors of the Federal Reserve System, or for the purpose of reducing or retiring any indebtedness that was originally incurred to purchase or carry margin stock, or for any other purpose that might cause the Term Loan B Facility or the Credit Agreement to violate Regulation T (12 C.F.R. Part 220), Regulation U, or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System. Verimark Hospitality Group Inc. is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock.
I. Security Interest Opinions (UCC Matters)
1. The Pledge and Security Agreement creates a valid security interest in favor of Crescent Harbor Bank, N.A. (in its capacity as Collateral Agent), for the ratable benefit of the Secured Parties (as defined in the Credit Agreement), in the personal property collateral described in the Pledge and Security Agreement (the "Personal Property Collateral"), to the extent that Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "NY UCC") is applicable to the creation of such security interest.
2. Upon the filing of properly completed UCC-1 financing statements with (a) the Secretary of State of the State of Delaware (with respect to Verimark Hospitality Group Inc., Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, and Cascadia Hospitality Corp., each of which is organized under the laws of the State of Delaware), and (b) the Florida Secured Transaction Registry (with respect to Palmetto Beachfront Hotels LLC, which is organized under the laws of the State of Florida), the security interest created by the Pledge and Security Agreement in the Personal Property Collateral will be perfected to the extent that a security interest in such collateral can be perfected by the filing of a UCC financing statement under the NY UCC or the applicable version of Article 9 of the Uniform Commercial Code in effect in the State of Delaware or the State of Florida, as the case may be.
3. To the extent the Pledge and Security Agreement covers the equity interests owned by the Opinion Parties in each direct domestic subsidiary and 65% of the voting equity interests in any first-tier foreign subsidiary, and to the extent such equity interests constitute "certificated securities" under Article 8 of the NY UCC, the security interest therein will be perfected upon delivery to the Collateral Agent of the certificates representing such equity interests, accompanied by undated stock powers or similar instruments of transfer endorsed in blank. To the extent any such equity interests constitute "uncertificated securities" under Article 8 of the NY UCC, the security interest therein will be perfected upon registration of the pledge on the books and records of the issuer thereof, or upon the Collateral Agent obtaining "control" (within the meaning of Section 8-106 of the NY UCC) of such uncertificated securities.
We note that no opinion is rendered herein as to the priority of the security interests created by the Pledge and Security Agreement. The relative priority of the security interests as between the Secured Parties under the Credit Agreement and the secured parties under the Existing Revolving Credit Facility is addressed by the provisions of the Amended and Restated Intercreditor Agreement, which establishes a pari passu sharing arrangement among such secured parties.
J. Investment Company Act
None of the Opinion Parties is, or upon consummation of the transactions contemplated by the Loan Documents will be, required to be registered as an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
K. Choice of Law
The choice of the laws of the State of New York as the governing law of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, and the Intercreditor Agreement is a valid and effective choice of law under Section 5-1401 of the New York General Obligations Law, and such choice of law would be given effect by a New York court applying New York choice-of-law principles.
VII. No Litigation Opinion
Based solely on (a) the representations and certifications set forth in the Opinion Backup Certificate executed by Priya Narayanan, General Counsel and Corporate Secretary of VHG, on the date hereof, and (b) the representations and certifications set forth in the Officer's Closing Certificate executed by Renata Haines, Chief Financial Officer, and Priya Narayanan, General Counsel and Corporate Secretary, on the date hereof, and without independent investigation or inquiry (including any review of court dockets, regulatory filings, or other public records), no litigation, investigation, arbitration, administrative proceeding, or other legal proceeding is pending or, to the knowledge of the officers of VHG named in the foregoing certificates, threatened in writing against or affecting any Opinion Party before any court, arbitrator, or governmental authority that would reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement) or that would reasonably be expected to materially and adversely affect the ability of any Opinion Party to perform its obligations under the Loan Documents.
VIII. Qualifications and Limitations
A. Enforceability Qualifications
The opinions expressed herein as to the enforceability of the Loan Documents are subject to the following qualifications (collectively, the "Enforceability Qualifications"):
1. Bankruptcy and Insolvency Qualification. Enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium, receivership, conservatorship, and similar laws affecting creditors' rights and remedies generally, including without limitation the Bankruptcy Code (Title 11, United States Code), and by laws relating to or affecting generally the enforcement of creditors' rights, including without limitation the Uniform Fraudulent Transfer Act and the Uniform Voidable Transactions Act, as applicable.
2. Equitable Principles Qualification. Enforceability may be limited by general principles of equity (including without limitation concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether enforcement is considered in a proceeding in equity or at law. General equitable principles may, among other things, deny the availability of certain remedies or the enforcement of certain covenants in circumstances in which a court determines that such enforcement would be unreasonable, oppressive, or contrary to public policy.
3. Equitable Remedies. The availability of specific performance, injunctive relief, or other equitable remedies under the Loan Documents is subject to the discretion of the court before which any proceeding therefor may be brought, and such remedies may not be available where damages are deemed an adequate remedy at law.
4. Indemnification and Contribution. The enforceability of indemnification, contribution, and exculpation provisions in the Loan Documents may be limited by applicable federal and state securities laws and by public policy considerations, including the public policy underlying such securities laws. A court may refuse to enforce any such provision to the extent it purports to indemnify a party against liability arising from such party's own negligence, willful misconduct, fraud, or violation of securities laws.
5. Waivers. The enforceability of provisions purporting to waive rights or defenses, including without limitation the waiver of the right to trial by jury, the waiver of rights to notice, marshaling, or other procedural rights, and the waiver of rights to interpose counterclaims or setoffs in any proceeding, may be limited by applicable law. In particular, a waiver of the right to trial by jury may not be enforceable in all circumstances under the laws of the State of New York, and the enforceability of such waivers may depend on the facts and circumstances at the time such waivers are sought to be enforced.
6. Evidentiary Standards. No opinion is rendered as to the enforceability of any provision of the Loan Documents that purports to establish evidentiary standards, to shift the burden of proof in any proceeding, or to modify or limit any right to discovery or other procedural rights otherwise available under applicable law.
B. Scope Limitations
The opinions expressed herein are subject to the following additional qualifications and limitations:
1. Governing Law. Our opinions are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware (Title 8, Delaware Code), the Delaware Limited Liability Company Act (Title 6, Chapter 18, Delaware Code), and the federal laws of the United States, in each case as in effect on the date hereof. We do not express any opinion on the laws of any other jurisdiction. With respect to the laws of the State of Florida, our opinion is limited to (a) the valid organization and good standing of Palmetto Beachfront Hotels LLC under the Florida Revised Limited Liability Company Act, as reflected in the certificate of status issued by the Florida Department of State, and (b) the qualification of Verimark Hospitality Group Inc. to transact business in the State of Florida, as reflected in the certificate of status issued by the Florida Department of State. We have not, for purposes of this opinion, made any independent review of the substantive laws of the State of Florida.
2. Tax Matters. No opinion is expressed herein on any tax matters, including without limitation the characterization of the Term Loan B Facility or any amounts payable thereunder for federal, state, or local tax purposes, the deductibility of interest payments, the withholding tax obligations of the Borrower, or any other tax consequences arising from or related to the Loan Documents. Tax matters related to the transactions contemplated by the Loan Documents are addressed separately in the internal Tax Opinion Memorandum dated July 18, 2022, prepared by Leonard Cross of this firm, which has been delivered to VHG and is not addressed to or for the benefit of the addressees of this opinion.
3. Financial Assistance and Corporate Benefit. No opinion is expressed herein on compliance with any financial assistance, corporate benefit, or similar law of any jurisdiction, including without limitation any law that may limit the ability of the Guarantors to guarantee the obligations of VHG or to grant security interests in their assets for the benefit of VHG's creditors.
4. Recording and Transfer Taxes. No opinion is expressed herein as to the effect of any local recording tax, intangible tax, mortgage tax, transfer tax, or documentary stamp tax on the enforceability, validity, or perfection of the Mortgages or any other Loan Document. The enforceability of the Mortgages may be subject to the payment of applicable recording fees, mortgage taxes, and documentary stamp taxes in the jurisdictions where the mortgaged properties are located.
5. Environmental, ERISA, Labor, Antitrust, and Sanctions Laws. No opinion is expressed herein on environmental laws and regulations, ERISA and related pension and employee benefit laws, labor and employment laws, antitrust laws, the Office of Foreign Assets Control regulations, anti-money laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act), or economic sanctions laws and regulations.
6. Title and Value of Collateral. No opinion is expressed herein on the title to, or the value of, any real or personal property collateral, including without limitation the 42 mortgaged hotel properties identified in the Credit Agreement (which have an aggregate appraised value of approximately $2.18 billion as reflected in the appraisals delivered to the Administrative Agent) or the full 74-property portfolio of the Borrower and its subsidiaries (which has an aggregate appraised value of approximately $3.1 billion). We have not independently verified any appraisals, valuations, or title information.
7. Real Property Security Interests. No opinion is expressed herein as to the creation, validity, enforceability, perfection, or priority of security interests in or liens on real property. Such matters are governed by the laws of the respective states in which the mortgaged properties are located and are addressed by the Mortgages and the title insurance policies to be issued by Continental Fidelity Title Company (as national title agent) in connection with the closing and post-closing deliveries.
8. Limitations on UCC Opinions. The security interest opinions set forth in Section VI.I above are limited to Article 9 of the NY UCC and do not cover or extend to security interests in (a) deposit accounts (perfection of which requires a "control agreement" under Section 9-104 of the NY UCC), (b) letter-of-credit rights (perfection of which requires "control" under Section 9-107 of the NY UCC), (c) commercial tort claims (which must be specifically identified in the security agreement and cannot be perfected by filing alone in certain circumstances), or (d) other categories of collateral requiring control agreements, possession, or other non-filing methods of perfection under Article 9 of the NY UCC.
9. Statutes of Limitations. No opinion is expressed herein on the enforceability of any provision of the Loan Documents that purports to waive broadly, limit the application of, or otherwise modify any applicable statute of limitations or statute of repose.
10. Date of Opinion; No Obligation to Update. This opinion letter speaks only as of the date hereof. We have not undertaken to advise you of any changes in applicable law or any changes in the facts or circumstances relating to any Opinion Party that may hereafter come to our attention, and we assume no obligation to update, revise, or supplement this opinion letter after the date hereof by reason of any such changes or for any other reason.
IX. Reliance and Benefit
This opinion letter is rendered solely for the benefit of the addressees hereof — namely, Crescent Harbor Bank, National Association, in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement, and each of the Lenders party to the Credit Agreement as of the date hereof — in connection with the $700,000,000 Term Loan B Facility evidenced by the Credit Agreement and the related Loan Documents.
This opinion letter may not be relied upon by any other person or entity, and may not be quoted, cited, or referred to for any other purpose, without our prior written consent in each instance. Notwithstanding the foregoing, this opinion letter may be relied upon by any person or entity that becomes a Lender under the Credit Agreement after the date hereof pursuant to a valid Assignment and Assumption Agreement executed in accordance with the terms of the Credit Agreement, provided that any such reliance shall be subject to the same qualifications, limitations, assumptions, and exceptions set forth herein and shall be limited to the opinions expressed as of the date hereof.
No copies of this opinion letter (in whole or in part) may be furnished to any person or entity other than the addressees hereof without our prior written consent, except (a) as may be required by applicable law, regulation, or legal process, (b) in connection with any regulatory examination by any governmental authority having jurisdiction over the Administrative Agent, the Collateral Agent, or any Lender, (c) to any nationally recognized rating agency in connection with a rating of the Term Loan B Facility, or (d) as otherwise required or permitted by the terms of the Credit Agreement.
We are members of the Bar of the State of New York. We express no opinion as to the laws of any jurisdiction other than those specified herein.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Ian Blackwood, Partner Banking & Finance Group One Liberty Plaza, 52nd Floor New York, New York 10006 Telephone: (212) 558-4127
Email: iblackwood@calderwoodharkness.com
SCHEDULE I
LIST OF LOAN DOCUMENTS
The following is the list of Loan Documents on which the opinions set forth in this opinion letter are rendered:
1. Credit Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the Lenders party thereto.
2. Guarantee Agreement dated as of July 21, 2022, among the Guarantors party thereto and Crescent Harbor Bank, National Association, as Administrative Agent.
3. Pledge and Security Agreement dated as of July 21, 2022, among the Opinion Parties and Crescent Harbor Bank, National Association, as Collateral Agent.
4. Amended and Restated Intercreditor Agreement dated as of July 21, 2022, among Crescent Harbor Bank, National Association (in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement, and as administrative agent under the Existing Revolving Credit Facility), the Borrower, and the Guarantors party thereto.
5. Perfection Certificate dated as of July 21, 2022, executed by the Borrower.
6. Borrowing Request — Initial Drawdown dated July 21, 2022, executed by the Borrower.
7. Compliance Certificate dated July 21, 2022, executed by the Borrower.
8. Promissory Notes dated July 21, 2022, issued by the Borrower in favor of each Lender.
9. Mortgages (including mortgages, deeds of trust, assignments of leases and rents, and security agreements) covering the 42 mortgaged hotel properties, to be delivered post-closing by August 5, 2022, pursuant to the Post-Closing Letter Agreement dated as of July 21, 2022. Our opinion as to the Mortgages will be supplemented by a supplemental opinion letter to be delivered upon the execution, delivery, and recordation of the Mortgages.
SCHEDULE II
LIST OF OPINION PARTIES AND JURISDICTIONS
Opinion Party | Entity Type | Jurisdiction of Organization | File Number | EIN | Principal Office Address | Registered Agent / Address
Verimark Hospitality Group Inc. | Corporation | Delaware | Delaware File No. 7291843 | 82-3741956 | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 | Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, DE 19801
Verimark Resort Properties LLC | Limited Liability Company | Delaware | Delaware File No. 7314527 | 84-2098331 | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 | Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, DE 19801
VHG Management Services Inc. | Corporation | Delaware | Delaware File No. 7305194 | 83-4517862 | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 | Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, DE 19801
Verimark Convention Holdings LLC | Limited Liability Company | Delaware | Delaware File No. 7321088 | 85-1632974 | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 | Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, DE 19801
Palmetto Beachfront Hotels LLC | Limited Liability Company | Florida | FL Doc. No. L21000294817 | 86-3294501 | 1900 South Ocean Boulevard, Suite 400, Palm Beach, FL 33480 | Statutory Agent: Ashgrove Services Inc., 1200 South Pine Island Road, Suite 250, Plantation, FL 33324
Cascadia Hospitality Corp. | Corporation | Delaware | Delaware File No. 7338612 | 87-1084253 | 701 Pike Street, Suite 2200, Seattle, WA 98101 | Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, DE 19801

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

SCHEDULE I

LIST OF LOAN DOCUMENTS

SCHEDULE II

LIST OF OPINION PARTIES AND JURISDICTIONS

Record

Parties

Dates

Amounts