1021-00001 · Verimark Hospitality Group · Transaction Documents/Security

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PERFECTION CERTIFICATE

Delivered pursuant to Section 4.01(h) of the 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 (in such capacity, the "Collateral Agent"), and the Lenders party thereto

and

Delivered pursuant to the Pledge and Security Agreement dated as of July 21, 2022 (the "Security Agreement"), among the Borrower, the Guarantors, and Crescent Harbor Bank, N.A., as Collateral Agent

Date: July 21, 2022

Prepared by Calderwood & Harkness LLP, counsel to the Borrower

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Security Agreement, as applicable. In the event of any conflict between the definitions set forth in the Credit Agreement and those in the Security Agreement, the definitions in the Credit Agreement shall control. References to the "UCC" mean the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction. References to "Schedules" are to the Schedules attached hereto, each of which is incorporated herein by reference and forms an integral part of this Perfection Certificate.

PRELIMINARY STATEMENTS

A. The Borrower, the Guarantors, the Administrative Agent, the Collateral Agent, and the Lenders have entered into the Credit Agreement, which provides for, among other things, a $700,000,000 senior secured Term Loan B facility (the "Term Loan B Facility") made available by the Lenders to the Borrower, the proceeds of which will be used, in part, to refinance the Borrower's existing $625,000,000 Term Loan B facility held by Greystone Federal Credit Corp. and for general corporate purposes, including the payment of fees, costs, and expenses incurred in connection with the transactions contemplated by the Credit Agreement.

B. As a condition precedent to the initial funding of the Term Loan B Facility on the Closing Date, Section 4.01(h) of the Credit Agreement requires the delivery of this Perfection Certificate by the Borrower and the Guarantors to the Collateral Agent.

C. The undersigned hereby certifies, on behalf of the Borrower and each Guarantor, that the information set forth in this Perfection Certificate is true, correct, and complete in all material respects as of the date hereof, and the Collateral Agent and the Lenders are entitled to rely on the information contained herein in connection with the perfection, maintenance, and priority of the security interests granted under the Security Agreement, the preparation and filing of UCC-1 financing statements, fixture filings, intellectual property security agreement filings, and the taking of all other actions necessary or advisable to perfect the Collateral Agent's security interests in the Collateral (as defined in the Security Agreement).

D. The "Grantors," as used in this Perfection Certificate, refers collectively to: (i) Verimark Hospitality Group Inc. (the Borrower), (ii) Verimark Resort Properties LLC, (iii) VHG Management Services Inc., (iv) Verimark Convention Holdings LLC, (v) Palmetto Beachfront Hotels LLC, and (vi) Cascadia Hospitality Corp. (each, a "Guarantor" and collectively, the "Guarantors"). Each of the foregoing entities is a party to the Security Agreement and has granted a first-priority security interest (subject to Permitted Liens) in substantially all of its assets to the Collateral Agent for the ratable benefit of the Secured Parties.

E. The information set forth in this Perfection Certificate supplements and does not limit any representations, warranties, or covenants made by the Borrower or any Guarantor in the Credit Agreement, the Security Agreement, or any other Loan Document. The Grantors acknowledge their obligation to supplement and update the information contained herein in accordance with the terms of the Security Agreement, including, without limitation, Sections 5.02 and 5.15 thereof.

PART 1 — EXACT LEGAL NAMES AND PRIOR NAMES

Section 1(a) — Exact Legal Names of Grantors

The exact legal name of each Grantor, as such name appears in its certificate of incorporation, certificate of formation, or other organizational document filed with the applicable Secretary of State or equivalent governmental authority, and as reflected in the official records of its jurisdiction of organization, is set forth in the table below. Each name listed below is the name that should be used as the "debtor" name on all UCC-1 financing statements filed in respect of such Grantor, in accordance with Section 9-503(a) of the UCC.

Each Grantor confirms that its exact legal name set forth above has been verified against the records of the applicable Secretary of State's office as of a date not more than ten (10) calendar days prior to the date hereof, and that no amendments to its organizational documents affecting its legal name are pending.

Section 1(b) — Prior Legal Names, Trade Names, and Other Names

Set forth below is a complete list of all prior legal names, former names, trade names, assumed names, fictitious business names, "doing business as" names, and any other names (including informal names or abbreviations) used by each Grantor at any time during the five (5) year period preceding the date hereof. This information is provided for the purpose of ensuring that UCC searches are conducted under all relevant names and that prior filings, if any, remain effective and are not rendered misleading by reason of a name change.

No Grantor has undergone a formal legal name change during the five (5) year period preceding the date hereof. The trade names and informal abbreviations listed above have been used in certain marketing materials, customer-facing communications, and commercial contracts but do not represent formal amendments to any Grantor's organizational documents. The fictitious name registration for "Palmetto Coastal Resorts" was filed with the Florida Department of State, Division of Corporations, on September 12, 2018, under registration number G18000091287.

Section 1(c) — Changes in Identity or Structure

Set forth below is a description of any merger, consolidation, conversion, reorganization, or other change in identity or corporate structure involving any Grantor at any time during the five (5) year period preceding the date hereof.

(i) Palmetto Beachfront Hotels LLC was originally formed as Palmetto Beach Holdings Inc., a Florida corporation, on March 7, 2016. On November 1, 2019, Palmetto Beach Holdings Inc. was converted from a Florida corporation to a Florida limited liability company pursuant to Section 605.1061 of the Florida Revised Limited Liability Company Act, and its name was simultaneously changed to "Palmetto Beachfront Hotels LLC." The articles of conversion and certificate of conversion were filed with the Florida Department of State, Division of Corporations, on November 1, 2019. UCC searches should be conducted under both "Palmetto Beach Holdings Inc." and "Palmetto Beachfront Hotels LLC" to ensure that no prior filings against the predecessor name are outstanding.

(ii) Cascadia Hospitality Corp. was formed on August 22, 2018, as a direct wholly owned subsidiary of Verimark Hospitality Group Inc. following the Borrower's acquisition of the Pacific Northwest hotel portfolio from Redwood Lodging Partners, LP, on August 15, 2018. The acquired assets were contributed to Cascadia Hospitality Corp. upon its formation. Cascadia Hospitality Corp. has not undergone any merger, consolidation, or change in identity since its formation.

(iii) With respect to all other Grantors, no merger, consolidation, conversion, reorganization, or other change in identity or corporate structure has occurred during the five (5) year period preceding the date hereof.

PART 2 — JURISDICTIONS OF ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS

The jurisdiction of organization, type of entity, state organizational identification number (or file number), and federal employer identification number (EIN) for each Grantor is set forth below. Under Section 9-307 of the UCC, the location of a registered organization is its jurisdiction of organization, and accordingly, UCC-1 financing statements should be filed in the filing office of such jurisdiction as set forth in Part 10 below.

UCC-1 financing statements naming the Collateral Agent as secured party shall be filed for all Delaware-organized Grantors with the Delaware Secretary of State, Division of Corporations, Secured Transaction Filing Office, located at 401 Federal Street, Suite 4, Dover, Delaware 19901. The UCC-1 financing statement for Palmetto Beachfront Hotels LLC shall be filed with the Florida Secured Transaction Registry, administered by the Florida Department of State, Division of Corporations.

Each Grantor hereby confirms that it is (i) duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, (ii) has the requisite power and authority to own its assets, carry on its business, and execute and deliver this Perfection Certificate and the other Loan Documents to which it is a party, and (iii) is duly qualified and in good standing in each other jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. Copies of certificates of good standing from each Grantor's jurisdiction of organization, dated not more than thirty (30) days prior to the date hereof, have been delivered to the Collateral Agent under separate cover.

PART 3 — CHIEF EXECUTIVE OFFICES AND PRINCIPAL PLACES OF BUSINESS

Section 3(a) — Current Chief Executive Office / Principal Place of Business

Under Section 9-307(b)(3) of the UCC, the location of an organization having only one place of business is the place of its business, and the location of an organization having more than one place of business is its chief executive office. Set forth below is the current chief executive office and principal mailing address for each Grantor.

The corporate headquarters of the Borrower and all Guarantors are co-located in the Boca Raton office complex identified above. All material business decisions are made at such location, and the principal executive officers of each Grantor maintain their offices therein.

Section 3(b) — Prior Chief Executive Offices (Past Five Years)

None. The chief executive office of each Grantor has been located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 for the entire five (5) year period preceding the date hereof. Prior to occupying the current suite, Verimark Hospitality Group Inc. and certain of its subsidiaries maintained their chief executive office at 8200 West Palmetto Park Road, Suite 900, Boca Raton, FL 33433 (within the same office complex), which address was used from April 2014 through January 2017. However, such period falls outside the five-year look-back window relevant to the date hereof.

Section 3(c) — Registered Agent / Registered Office

Set forth below is the registered agent and registered office address for each Grantor in its jurisdiction of organization, as required for service of process and official communications from the applicable Secretary of State.

Each Grantor confirms that its registered agent designation is current and has not lapsed, and that such registered agent has consented to its appointment and is authorized to accept service of process on behalf of the applicable Grantor.

PART 4 — LOCATIONS OF TANGIBLE PERSONAL PROPERTY AND ASSETS

Section 4(a) — Real Property Owned (Fee Simple and Leasehold)

The real property interests owned by the Grantors, including both fee simple and leasehold interests, are summarized below. A complete listing of all real property by state, county, street address, owning entity, appraised value, and mortgage status is set forth on Schedule 2 attached hereto.

(i) Verimark Resort Properties LLC holds fee simple title to forty-two (42) hotel properties across twelve (12) states, which constitute the "Mortgaged Properties" under the Security Agreement. Such properties are located in the following states with the indicated number of properties in each: Florida (12 properties, held through Palmetto Beachfront Hotels LLC as described below), New York (6 properties), California (5 properties), Texas (4 properties), Georgia (3 properties), Colorado (3 properties), Arizona (2 properties), Illinois (2 properties), Washington (2 properties), Oregon (1 property), Nevada (1 property), and Virginia (1 property). The aggregate appraised value of the forty-two (42) Mortgaged Properties, as determined by independent MAI appraisals dated not more than ninety (90) days prior to the date hereof, is approximately $2,180,000,000.

(ii) Palmetto Beachfront Hotels LLC holds fee simple title to twelve (12) Florida coastal resort properties, which are a subset of the forty-two (42) Mortgaged Properties referenced in clause (i) above. These properties are located in Palm Beach County (4 properties), Broward County (3 properties), Miami-Dade County (2 properties), Volusia County (1 property), Lee County (1 property), and Escambia County (1 property). Palmetto Beachfront Hotels LLC is a direct wholly owned subsidiary of Verimark Hospitality Group Inc. and serves as the operating vehicle for the Borrower's Florida coastal hotel portfolio.

(iii) Cascadia Hospitality Corp. holds fee simple title to eight (8) hotel properties in the Pacific Northwest, located in Washington (5 properties, in King County, Pierce County, and Snohomish County) and Oregon (3 properties, in Multnomah County and Clackamas County). These properties were acquired as part of the Redwood Lodging Partners, LP portfolio acquisition in August 2018 and are included among the forty-two (42) Mortgaged Properties.

(iv) The broader Verimark Hospitality Group portfolio comprises a total of seventy-four (74) full-service and select-service hotel properties across eighteen (18) states, with an aggregate appraised value of approximately $3,100,000,000. Of such properties, forty-two (42) are designated as Mortgaged Properties and are subject to first-priority mortgage liens in favor of the Collateral Agent for the ratable benefit of the Secured Parties. The remaining thirty-two (32) properties are not Mortgaged Properties but are subject to the general lien on personal property under the Security Agreement to the extent of tangible personal property located therein.

(v) Cross-reference is made to the Schedule of Mortgaged Properties attached as Exhibit E to the Security Agreement and to the Mortgage and Title Deliverables Checklist delivered to the Collateral Agent under separate cover, which sets forth the status of title insurance commitments, surveys, environmental reports, and mortgage recording for each Mortgaged Property.

Section 4(b) — Locations of Tangible Personal Property (Equipment, Inventory, Fixtures)

The principal location at which the books and records of the Grantors are maintained is 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433. Additionally, certain operational records, maintenance logs, and guest services records are maintained at each individual hotel property.

Tangible personal property of the Grantors, including hotel furniture, fixtures, and equipment (collectively, "FF&E"), guest room furnishings, kitchen and restaurant equipment, laundry equipment, audiovisual and conference equipment, information technology hardware, signage, vehicles, maintenance equipment, and other tangible assets, is located at each of the seventy-four (74) hotel properties across eighteen (18) states operated by the Borrower and its subsidiaries. A listing of all such properties is set forth on Schedule 2 attached hereto.

In connection with the Mortgaged Properties, the Collateral Agent will obtain fixtures filings (UCC-1 financing statements designating the filing as a "fixture filing" in accordance with Section 9-502(b) of the UCC) in each county where a Mortgaged Property is located, to perfect the security interest in fixtures located at such properties. The counties and corresponding filing offices for each Mortgaged Property are identified in the UCC Filing Matrix set forth on Schedule 7 attached hereto.

The Grantors do not maintain any material inventory other than standard hotel operating supplies (including linens, toiletries, cleaning supplies, food and beverage stock, and similar consumable items) held at the individual hotel properties in the ordinary course of business.

Section 4(c) — Deposit Accounts and Securities Accounts

A complete list of all deposit accounts and securities accounts maintained by the Grantors is set forth on Schedule 5 attached hereto. For convenience, a summary of the material deposit accounts is provided below.

As of the Closing Date, unrestricted cash and cash equivalents held across all accounts of the Grantors is approximately $87,000,000. Deposit account control agreements ("DACAs") in favor of the Collateral Agent have been executed (or are in the process of being executed and will be delivered within the timeframe specified in the Credit Agreement) with respect to each deposit account listed above, other than (i) accounts holding only funds designated for payroll, employee benefits, and tax obligations, and (ii) any other accounts excluded from the DACA requirement under Section 5.15(b) of the Credit Agreement.

No Grantor maintains any securities accounts with any broker-dealer or financial institution, other than the Borrower's account (**2188) held with Vireo National Bank, which holds certain short-term U.S. Treasury instruments and money market fund investments having an aggregate value of approximately $12,500,000 as of the date hereof. A securities account control agreement in favor of the Collateral Agent has been executed with respect to such account.

Section 4(d) — Locations of Goods Covered by Documents of Title or Held by Bailees or Warehouses

None. No Grantor has any goods that are covered by a negotiable document of title, held by a bailee, or stored in a warehouse, in each case that are material in value or that are not held in the ordinary course of the hotel operations of the Grantors.

PART 5 — EQUITY INTERESTS OWNED BY EACH GRANTOR

Section 5(a) — Domestic Subsidiaries (100% Pledged)

Set forth below is a description of all equity interests in domestic subsidiaries owned by each Grantor as of the date hereof. Pursuant to Section 3.01 of the Security Agreement, 100% of the equity interests in each direct domestic subsidiary of the Borrower and the Guarantors are pledged to the Collateral Agent for the ratable benefit of the Secured Parties. A complete ownership chart is set forth on Schedule 3 attached hereto.

With respect to the certificated equity interests in VHG Management Services Inc. and Cascadia Hospitality Corp., original stock certificates (together with duly executed undated stock powers endorsed in blank) have been delivered to the Collateral Agent on or prior to the date hereof. With respect to the uncertificated membership interests in Verimark Resort Properties LLC, Verimark Convention Holdings LLC, and Palmetto Beachfront Hotels LLC, the Borrower has (i) caused such membership interests to be reflected on the books and records of each such entity as being subject to the security interest of the Collateral Agent and (ii) delivered to the Collateral Agent executed membership interest pledge acknowledgments in the form required by the Security Agreement. For the avoidance of doubt, all membership interests in the limited liability company Grantors are "securities" within the meaning of Article 8 of the UCC, as each such entity's operating agreement contains an express opt-in to Article 8 of the UCC.

Section 5(b) — First-Tier Foreign Subsidiaries (65% Pledged)

None. As of the date hereof, neither the Borrower nor any Guarantor owns, directly or indirectly, any equity interests in any foreign subsidiary or any entity organized under the laws of any jurisdiction outside the United States of America. Accordingly, no pledge of equity interests in foreign subsidiaries is required under the Security Agreement. In the event that any Grantor acquires or forms a first-tier foreign subsidiary after the date hereof, 65% of the total outstanding voting equity interests and 100% of the total outstanding non-voting equity interests in such first-tier foreign subsidiary shall be pledged to the Collateral Agent in accordance with Section 5.12 of the Credit Agreement and Section 3.01(b) of the Security Agreement.

PART 6 — INTELLECTUAL PROPERTY

Section 6(a) — Registered Patents and Patent Applications

Set forth below is a complete list of all United States patents and patent applications owned by any Grantor as of the date hereof and filed with or registered by the United States Patent and Trademark Office ("USPTO"). A complete listing is also set forth on Schedule 4 attached hereto.

An intellectual property security agreement notice covering the foregoing patents and patent applications has been prepared for filing with the USPTO, Assignment Division, and will be recorded on or promptly following the Closing Date.

Section 6(b) — Registered Trademarks and Trademark Applications

Set forth below is a complete list of all United States trademark registrations and pending trademark applications owned by any Grantor as of the date hereof and filed with or registered by the USPTO. A complete listing is also set forth on Schedule 4 attached hereto.

All trademark registrations listed above are currently in active status. Maintenance filings (Sections 8 and 15 Declarations and Section 9 Renewal Applications, as applicable) have been timely filed for all registrations for which such filings are currently due. An intellectual property security agreement notice covering the foregoing trademarks and trademark applications has been prepared for recording with the USPTO, Assignment Division, and will be recorded on or promptly following the Closing Date.

Section 6(c) — Registered Copyrights

Set forth below is a complete list of all United States copyright registrations owned by any Grantor as of the date hereof and registered with the United States Copyright Office.

An intellectual property security agreement notice covering the foregoing copyright registrations has been prepared for recording with the United States Copyright Office, and will be recorded on or promptly following the Closing Date.

Section 6(d) — Material License Agreements

Set forth below is a summary of all material intellectual property license agreements (whether in-bound or out-bound) to which any Grantor is a party as of the date hereof. For purposes of this Section, "material" means any license agreement under which the aggregate annual license fees payable or receivable exceed $500,000, or which is otherwise material to the business operations of the Grantors.

None of the foregoing license agreements contain anti-assignment provisions that would restrict the grant of a security interest therein to the Collateral Agent, except as otherwise disclosed in the Credit Agreement. To the extent any such license agreement contains restrictions on assignment or encumbrance, the applicable Grantor has used commercially reasonable efforts to obtain the requisite consents and waivers prior to the Closing Date.

PART 7 — COMMERCIAL TORT CLAIMS

As of the date hereof, the following commercial tort claim is held by a Grantor:

(i) Verimark Resort Properties LLC v. Meridian Construction Group Inc., Case No. 2022-CA-003841, pending in the Circuit Court of the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida. This action was filed on April 8, 2022, and asserts claims for breach of contract and negligent construction in connection with the renovation of the Verimark Palm Beach Resort (the "Palm Beach Renovation Dispute"). Verimark Resort Properties LLC seeks damages in the amount of approximately $14,200,000, representing the estimated cost of remediation of defective construction work performed by Meridian Construction Group Inc. The case is in the early stages of litigation, and no trial date has been set.

Other than the foregoing, no Grantor holds any commercial tort claim as of the date hereof in which the amount in controversy exceeds, or is reasonably expected to exceed, $1,000,000 (the threshold specified in Section 5.15(c) of the Security Agreement). Each Grantor hereby agrees, in accordance with the terms of the Security Agreement, to promptly notify the Collateral Agent in writing upon the arising of any commercial tort claim in excess of such threshold and to take all actions necessary to grant a perfected security interest therein in favor of the Collateral Agent, including by supplementing this Perfection Certificate and, if requested by the Collateral Agent, executing such additional documentation as may be reasonably required.

PART 8 — LETTER-OF-CREDIT RIGHTS

As of the date hereof, the following letter-of-credit rights are held by the Grantors:

Other than the foregoing, no Grantor holds any letter-of-credit rights as of the date hereof. The Collateral Agent is entitled to the proceeds of any drawing under the foregoing letters of credit to the extent constituting Collateral under the Security Agreement, subject to the Permitted Liens and other exceptions set forth in the Credit Agreement.

PART 9 — EXISTING LIENS AND ENCUMBRANCES

Set forth below is a description of all existing liens, security interests, and encumbrances on the assets of the Grantors as of the date hereof, other than Permitted Liens (as defined in the Credit Agreement) of the type described in clauses (a) through (g) of the definition thereof (e.g., statutory liens for taxes not yet due and payable, mechanics' and materialmen's liens, easements, and similar encumbrances arising in the ordinary course of business). A complete listing of all existing liens is set forth on Schedule 6 attached hereto.

(a) Greystone Federal Credit Corp. Liens (to be terminated on the Closing Date)

Greystone Federal Credit Corp., as administrative agent and collateral agent under the Existing Credit Agreement dated as of March 15, 2019 (the "Existing Credit Agreement"), holds first-priority security interests in substantially all assets of the Borrower and the Guarantors, perfected by UCC-1 financing statements filed in the applicable jurisdictions, mortgage liens on the Mortgaged Properties, and intellectual property security agreement filings with the USPTO and the U.S. Copyright Office. These liens secure the Borrower's existing $625,000,000 Term Loan B facility (CUSIP: 92347LAA0; Original Issue Date: March 15, 2019; Maturity: March 15, 2026). On the Closing Date, the outstanding principal balance and all accrued and unpaid interest under the Existing Credit Agreement will be repaid in full from the proceeds of the Term Loan B Facility, and all liens in favor of Greystone Federal Credit Corp. will be released and terminated. UCC-3 termination statements have been prepared and will be filed in each applicable jurisdiction on or promptly following the Closing Date. Mortgage releases, intellectual property lien releases, and deposit account control agreement terminations have been or are in the process of being obtained and will be effective concurrently with the closing of the Term Loan B Facility. A payoff letter from Greystone Federal Credit Corp. dated July 18, 2022, confirming the payoff amount and the agreement to deliver lien releases, has been delivered to the Collateral Agent.

(b) Crescent Harbor Bank, N.A. — Revolving Credit Facility Liens (to remain outstanding)

Crescent Harbor Bank, N.A., as administrative agent and collateral agent under the Revolving Credit Agreement dated as of March 15, 2019, as amended and restated as of the date hereof (the "Revolving Credit Agreement"), holds security interests in substantially all assets of the Borrower and the Guarantors securing the $400,000,000 revolving credit facility (the "RCF"). The liens securing the RCF are pari passu with the liens securing the Term Loan B Facility, as set forth in the Amended and Restated Intercreditor Agreement dated as of the date hereof (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A. (in its capacity as collateral agent under the Revolving Credit Agreement), Crescent Harbor Bank, N.A. (in its capacity as Collateral Agent under the Credit Agreement), the Borrower, and the Guarantors. Existing UCC-1 financing statements in favor of Crescent Harbor Bank, N.A. (as RCF collateral agent) will remain in effect and will not be terminated in connection with the closing of the Term Loan B Facility. No amendment to such UCC-1 filings is required.

The Borrower has outstanding $245,000,000 aggregate principal amount of 6.750% Senior Unsecured Notes due 2028 (the "Senior Notes"), issued pursuant to the Indenture dated as of September 22, 2020, between the Borrower and Atlantic Standard Trust Company, as indenture trustee. The Senior Notes are unsecured obligations of the Borrower and are not secured by any liens on the assets of the Borrower or any Guarantor. Accordingly, no liens in respect of the Senior Notes are disclosed herein.

(d) Other Permitted Liens

In addition to the liens described in clauses (a) through (c) above, the following Permitted Liens exist as of the date hereof:

(i) Liens for real property taxes and assessments not yet due and payable, or being contested in good faith by appropriate proceedings, in each case for which adequate reserves have been established on the books of the applicable Grantor in accordance with GAAP.

(ii) Mechanics' and materialmen's liens arising in the ordinary course of business securing obligations not yet due and payable, in an aggregate amount not exceeding $3,500,000 across all Grantors.

(iii) Easements, rights-of-way, restrictions, and other similar encumbrances on real property that do not materially interfere with the use of such property for its intended purpose.

(iv) Liens arising under workers' compensation, unemployment insurance, and other social security legislation (other than ERISA), in each case in the ordinary course of business.

(v) Purchase money security interests and capital lease obligations (and liens securing the same) in an aggregate outstanding principal amount not exceeding $15,000,000 across all Grantors, as permitted under Section 7.01(h) of the Credit Agreement.

(vi) Equipment financing liens in favor of Beaumont Group securing a master equipment lease for hotel laundry equipment, with an outstanding balance of approximately $2,800,000.

PART 10 — UCC FILING JURISDICTIONS

Set forth below is a summary of the jurisdictions and filing offices in which UCC-1 financing statements are to be filed (or have been filed) to perfect the security interests of the Collateral Agent in the Collateral. A detailed UCC Filing Matrix is set forth on Schedule 7 attached hereto.

Initial UCC-1 Financing Statement Filings

Fixture Filings. Fixture filings (UCC-1 financing statements filed as fixture filings in the real property records of the applicable county) are to be made in each county in which a Mortgaged Property is located, across the following twelve (12) states: Florida, New York, California, Texas, Georgia, Colorado, Arizona, Illinois, Washington, Oregon, Nevada, and Virginia. The specific counties, filing offices, and recording information for each fixture filing are set forth in the UCC Filing Matrix on Schedule 7 attached hereto. In the aggregate, fixture filings will be made in approximately thirty-seven (37) counties across the twelve (12) states in which Mortgaged Properties are located.

Intellectual Property Filings

In addition to the UCC-1 financing statements and fixture filings described above, the following intellectual property security agreement filings will be made to perfect the Collateral Agent's security interest in the registered intellectual property of the Grantors:

(i) Recordation of a Patent Security Agreement with the USPTO, Assignment Division, covering all patents and patent applications listed in Part 6(a) above.

(ii) Recordation of a Trademark Security Agreement with the USPTO, Assignment Division, covering all trademarks and trademark applications listed in Part 6(b) above.

(iii) Recordation of a Copyright Security Agreement with the United States Copyright Office, covering all copyright registrations listed in Part 6(c) above.

PART 11 — INSURANCE

The Grantors maintain insurance policies with respect to their properties and operations as required by Section 6.07 of the Credit Agreement. A summary of the material insurance policies is set forth below. A detailed insurance certificate review has been delivered to the Collateral Agent under separate cover, and the Collateral Agent has confirmed receipt thereof.

Crescent Harbor Bank, N.A. (in its capacity as Collateral Agent) has been named as (i) an additional insured under all liability policies, (ii) a lender loss payee under the all-risk property insurance policy, the business interruption policy, and all other property and casualty policies applicable to the Mortgaged Properties, and (iii) a mortgagee under the standard mortgage clause of each applicable property insurance policy, in each case in accordance with Section 6.07 of the Credit Agreement. Evidence of such endorsements has been delivered to the Collateral Agent.

All insurance policies are in full force and effect as of the date hereof, all premiums currently due thereon have been paid, and no notice of cancellation, non-renewal, or material modification has been received by any Grantor with respect to any such policy.

SCHEDULES AND ATTACHMENTS

The following Schedules are attached hereto and incorporated herein by reference as integral parts of this Perfection Certificate:

• Schedule 1: Complete Entity Information Chart — Legal names, entity types, jurisdictions of organization, state organizational identification numbers, federal employer identification numbers, registered agents, registered office addresses, and chief executive office addresses for each Grantor.

• Schedule 2: Real Property Schedule — Complete listing of all hotel properties owned by the Grantors, organized by state and county, including street address, owning entity, appraised value, number of guest rooms, and mortgage status (Mortgaged Property or Non-Mortgaged Property).

• Schedule 3: Equity Interests Schedule — Complete ownership chart for all pledged domestic subsidiaries, including entity name, type of interest, percentage owned, number of units or shares, certificated or uncertificated status, and certificate number (if applicable).

• Schedule 4: intellectual Property Schedule — Complete listing of all registered patents, patent applications, trademark registrations, trademark applications, and copyright registrations owned by any Grantor, with USPTO and Copyright Office registration and application details.

• Schedule 5: Deposit Accounts and Securities Accounts Schedule — Complete listing of all bank accounts and securities accounts maintained by the Grantors, including bank name, account number (last four digits), account type, branch location, approximate balance as of the Closing Date, and DACA status.

• Schedule 6: Existing Liens Schedule — Complete listing of all existing liens, security interests, and encumbrances on the assets of the Grantors, including Greystone Federal Credit Corp. liens to be terminated, Crescent Harbor Bank RCF liens to remain pari passu, and all other Permitted Liens.

• Schedule 7: UCC Filing Matrix — Detailed matrix of all UCC-1 financing statements and fixture filings to be made, organized by Grantor (debtor), filing jurisdiction, filing office, secured party, and collateral description summary.

CERTIFICATION AND SIGNATURE BLOCK

The undersigned, Priya Narayanan, in her capacity as General Counsel and Corporate Secretary of Verimark Hospitality Group Inc. and not in her individual capacity, hereby certifies on behalf of each Grantor that the information set forth in this Perfection Certificate (including all Schedules and Attachments hereto) is true, correct, and complete in all material respects as of the date first written above.

The undersigned acknowledges and agrees that the Collateral Agent and the Lenders are relying on the accuracy and completeness of this Perfection Certificate in connection with (i) the perfection of security interests under the Security Agreement, (ii) the preparation and filing of UCC-1 financing statements, fixture filings, and intellectual property security agreement filings, (iii) the evaluation of the Collateral securing the obligations under the Credit Agreement, and (iv) the making of the $700,000,000 Term Loan B on the Closing Date.

The Grantors hereby agree to promptly notify the Collateral Agent in writing of any change to the information set forth in this Perfection Certificate, including, without limitation, any change of name, identity, organizational structure, jurisdiction of organization, chief executive office, or location of Collateral, in each case in accordance with the notice and update provisions set forth in Section 5.02 and Section 5.15 of the Security Agreement. The Grantors further acknowledge that, in accordance with Section 5.15(c) of the Security Agreement, this Perfection Certificate shall be supplemented from time to time to reflect any commercial tort claim arising after the date hereof in which the amount in controversy exceeds $1,000,000.

[Signature Pages Follow]

SIGNATURE PAGE TO PERFECTION CERTIFICATE

IN WITNESS WHEREOF, the undersigned has executed this Perfection Certificate as of the date first written above.

VERIMARK HOSPITALITY GROUP INC.

By: ________

Name: Priya Narayanan

Title: General Counsel & Corporate Secretary

Date: July 21, 2022

SIGNATURE PAGE TO PERFECTION CERTIFICATE (Guarantor Signatures)

Acknowledged and confirmed on behalf of each Guarantor:

VERIMARK RESORT PROPERTIES LLC

By: Verimark Hospitality Group Inc., its sole member

By: ________

Name: Priya Narayanan

Title: General Counsel & Corporate Secretary

VHG MANAGEMENT SERVICES INC.

By: ________

Name: Glenn Fischbach

Title: Treasurer

VERIMARK CONVENTION HOLDINGS LLC

By: Verimark Hospitality Group Inc., its sole member

By: ________

Name: Priya Narayanan

Title: General Counsel & Corporate Secretary

PALMETTO BEACHFRONT HOTELS LLC

By: Verimark Hospitality Group Inc., its sole member

By: ________

Name: Priya Narayanan

Title: General Counsel & Corporate Secretary

CASCADIA HOSPITALITY CORP.

By: ________

Name: Glenn Fischbach

Title: Treasurer

Grantor	Exact Legal Name
Borrower	Verimark Hospitality Group Inc.
Guarantor 1	Verimark Resort Properties LLC
Guarantor 2	VHG Management Services Inc.
Guarantor 3	Verimark Convention Holdings LLC
Guarantor 4	Palmetto Beachfront Hotels LLC
Guarantor 5	Cascadia Hospitality Corp.
Grantor	Prior / Trade / Other Names	Type of Name	Period of Use
Verimark Hospitality Group Inc.	Verimark Hotels	Trade Name	January 2018 – present
Verimark Hospitality Group Inc.	VHG	Common abbreviation (informal)	June 2017 – present
Verimark Hospitality Group Inc.	Verimark Hospitality Group Inc.	Legal Name (unchanged since incorporation)	April 14, 2014 – present
Verimark Resort Properties LLC	None	N/A	N/A
VHG Management Services Inc.	VHG Management	Trade Name	March 2019 – present
Verimark Convention Holdings LLC	None	N/A	N/A
Palmetto Beachfront Hotels LLC	Palmetto Coastal Resorts	Trade Name (Florida fictitious name registration)	September 2018 – present
Cascadia Hospitality Corp.	None	N/A	N/A
Grantor	Type of Entity	Jurisdiction of Organization	State Org. ID / File Number	Federal EIN
Verimark Hospitality Group Inc.	Corporation	Delaware	7291843	82-3741956
Verimark Resort Properties LLC	Limited Liability Company	Delaware	7395216	83-1027648
VHG Management Services Inc.	Corporation	Delaware	7401539	83-2196485
Verimark Convention Holdings LLC	Limited Liability Company	Delaware	7529187	84-0573921
Palmetto Beachfront Hotels LLC	Limited Liability Company	Florida	L19000284173	83-4269107
Cascadia Hospitality Corp.	Corporation	Delaware	7684302	84-2918376
Grantor	Chief Executive Office / Principal Mailing Address
Verimark Hospitality Group Inc.	8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433

Verimark Resort Properties LLC	8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
VHG Management Services Inc.	8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
Verimark Convention Holdings LLC	8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
Palmetto Beachfront Hotels LLC	8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
Cascadia Hospitality Corp.	8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
Grantor	Jurisdiction	Registered Agent	Registered Office Address
Verimark Hospitality Group Inc.	Delaware	National Registered Agents Inc.	1209 Orange Street, Wilmington, DE 19801
Verimark Resort Properties LLC	Delaware	National Registered Agents Inc.	1209 Orange Street, Wilmington, DE 19801
VHG Management Services Inc.	Delaware	National Registered Agents Inc.	1209 Orange Street, Wilmington, DE 19801
Verimark Convention Holdings LLC	Delaware	National Registered Agents Inc.	1209 Orange Street, Wilmington, DE 19801
Palmetto Beachfront Hotels LLC	Florida	Sunbiz Registered Agent Services LLC	2600 South Douglas Road, Suite 300, Coral Gables, FL 33134
Cascadia Hospitality Corp.	Delaware	National Registered Agents Inc.	1209 Orange Street, Wilmington, DE 19801
Grantor	Bank	Account No. (Last Four)	Account Type	Branch Location
Verimark Hospitality Group Inc.	Crescent Harbor Bank, N.A.	**7814	Operating Account	Boca Raton, FL
Verimark Hospitality Group Inc.	Crescent Harbor Bank, N.A.	**7815	Payroll Account	Boca Raton, FL
Verimark Hospitality Group Inc.	Greaves Bancorp	**3209	Concentration Account	New York, NY
Verimark Hospitality Group Inc.	Crescent Harbor Bank, N.A.	**7822	Tax Escrow Account	Boca Raton, FL
Verimark Resort Properties LLC	Crescent Harbor Bank, N.A.	**4501	Operating Account	Boca Raton, FL
VHG Management Services Inc.	Crescent Harbor Bank, N.A.	**4518	Operating Account	Boca Raton, FL
Verimark Convention Holdings LLC	Crescent Harbor Bank, N.A.	**4527	Operating Account	Boca Raton, FL
Palmetto Beachfront Hotels LLC	Crescent Harbor Bank, N.A.	**4536	Operating Account	Boca Raton, FL
Palmetto Beachfront Hotels LLC	Adriatic Savings Bank	**8912	Revenue Deposit Account	Miami, FL
Cascadia Hospitality Corp.	Crescent Harbor Bank, N.A.	**4543	Operating Account	Boca Raton, FL
Cascadia Hospitality Corp.	Hollowell Savings Bank	**6301	Revenue Deposit Account	Seattle, WA
Owner / Pledgor	Subsidiary	Type of Interest	Percentage Owned	Number of Units / Shares	Certificated (Y/N)

Verimark Hospitality Group Inc.	Verimark Resort Properties LLC	Membership Interest	100%	1,000 Units	N
Verimark Hospitality Group Inc.	VHG Management Services Inc.	Common Stock	100%	10,000 Shares	Y
Verimark Hospitality Group Inc.	Verimark Convention Holdings LLC	Membership Interest	100%	1,000 Units	N
Verimark Hospitality Group Inc.	Palmetto Beachfront Hotels LLC	Membership Interest	100%	1,000 Units	N
Verimark Hospitality Group Inc.	Cascadia Hospitality Corp.	Common Stock	100%	10,000 Shares	Y
Grantor	Patent / Application Title	USPTO Patent No. / Application No.	Filing Date	Status
VHG Management Services Inc.	Integrated Hotel Guest Experience Management System	U.S. Patent No. 10,482,317	March 14, 2017	Issued (November 19, 2019)
VHG Management Services Inc.	Dynamic Room Pricing and Revenue Optimization Method	U.S. App. No. 16/891,204	June 3, 2020	Pending
VHG Management Services Inc.	Automated Guest Check-In and Keyless Entry Platform	U.S. App. No. 17/234,712	March 19, 2021	Pending
Grantor / Owner of Record	Mark	USPTO Reg. No. / Serial No.	Registration / Filing Date	Status	Class(es)
Verimark Hospitality Group Inc.	VERIMARK	Reg. No. 5,412,836	February 27, 2018	Registered	43 (Hotel and restaurant services)
Verimark Hospitality Group Inc.	VERIMARK HOTELS	Reg. No. 5,412,837	February 27, 2018	Registered	43
Verimark Hospitality Group Inc.	VERIMARK (Stylized Logo)	Reg. No. 5,598,102	November 6, 2018	Registered	43
Verimark Hospitality Group Inc.	VHG	Reg. No. 5,741,290	May 14, 2019	Registered	43
Palmetto Beachfront Hotels LLC	PALMETTO COASTAL RESORTS	Reg. No. 5,923,417	December 17, 2019	Registered	43
Palmetto Beachfront Hotels LLC	PALMETTO COASTAL RESORTS (Stylized Logo with Palm Tree Design)	Reg. No. 6,105,284	July 14, 2020	Registered	43
Cascadia Hospitality Corp.	CASCADIA HOSPITALITY	Reg. No. 6,248,109	February 9, 2021	Registered	43
Verimark Convention Holdings LLC	VERIMARK CONVENTIONS & EVENTS	Serial No. 90/821,463	October 8, 2021	Pending (Published for Opposition)	43
VHG Management Services Inc.	VHG REWARDS	Reg. No. 6,389,024	June 7, 2022	Registered	43, 35 (Loyalty program services)
Grantor / Owner of Record	Title of Work	Copyright Reg. No.	Registration Date	Type of Work
Verimark Hospitality Group Inc.	Verimark Brand Standards and Operations Manual (4th Ed.)	TX 8-912-456	September 3, 2020	Literary Work
VHG Management Services Inc.	VHG Rewards Program Software (Version 3.0)	TX 9-021,738	April 22, 2022	Computer Program
Licensor	Licensee	Description of Licensed IP	In-Bound / Out-Bound	Annual Fee (Approx.)
Ashford Holdings	VHG Management Services Inc.	Ridgeline Industries OPERA Property Management System (enterprise license for all VHG properties)	In-Bound	$2,400,000
Crestline Holdings	VHG Management Services Inc.	Dunmore Solutions Central Reservation System (CRS) integration and GDS connectivity	In-Bound	$1,800,000

Verimark Hospitality Group Inc.	Various third-party hotel management companies (5 agreements)	License to use "Verimark" brand marks in connection with management of 8 non-owned properties	Out-Bound	$3,200,000 (aggregate)
Northgate Group	Verimark Convention Holdings LLC	Harborline Corporation Bonvoy loyalty program integration license	In-Bound	$750,000
Grantor (Beneficiary)	Issuing Bank	L/C Reference No.	Face Amount	Expiry Date	Purpose
Verimark Hospitality Group Inc.	Crescent Harbor Bank, N.A.	IRLC-2022-04817	$5,000,000	July 20, 2023	Workers' compensation insurance collateral
Palmetto Beachfront Hotels LLC	Adriatic Savings Bank	SLC-4702918	$2,500,000	December 31, 2022	Utility deposit — Vireo Group
Grantor (Debtor)	Filing Jurisdiction	Filing Office	Secured Party
Verimark Hospitality Group Inc.	Delaware	Delaware Secretary of State, Division of Corporations, Secured Transaction Filing Office, 401 Federal Street, Suite 4, Dover, DE 19901	Crescent Harbor Bank, N.A., as Collateral Agent
Verimark Resort Properties LLC	Delaware	Delaware Secretary of State (same as above)	Crescent Harbor Bank, N.A., as Collateral Agent
VHG Management Services Inc.	Delaware	Delaware Secretary of State (same as above)	Crescent Harbor Bank, N.A., as Collateral Agent
Verimark Convention Holdings LLC	Delaware	Delaware Secretary of State (same as above)	Crescent Harbor Bank, N.A., as Collateral Agent
Cascadia Hospitality Corp.	Delaware	Delaware Secretary of State (same as above)	Crescent Harbor Bank, N.A., as Collateral Agent
Palmetto Beachfront Hotels LLC	Florida	Florida Secured Transaction Registry, Florida Department of State, Division of Corporations, Clifton Building, 2661 Executive Center Circle, Tallahassee, FL 32301	Crescent Harbor Bank, N.A., as Collateral Agent
Type of Coverage	Carrier	Policy Number	Coverage Amount / Limit	Expiration Date
All-Risk Property Insurance	Northgate Insurance	BOP-9872341	$3,200,000,000 (blanket limit)	March 1, 2023
General Liability	Calderon Mutual Insurance	GL-5541287	$50,000,000 per occurrence / $100,000,000 aggregate	March 1, 2023
Excess / Umbrella Liability	Thackeray Indemnity Co.	XL-8827461	$200,000,000	March 1, 2023
Workers' Compensation	Brightmoor Casualty Group	WC-3314598	Statutory Limits	March 1, 2023
Business Interruption	Northgate Insurance	BI-9872342	18 months coverage; $500,000,000 sublimit	March 1, 2023
Flood Insurance (where applicable)	National Flood Insurance Program / Glenrock Assurance	Various	Per NFIP limits; excess via Glenrock Assurance	Various
Windstorm Insurance (FL properties)	Ashbury Casualty Group / Glenrock Assurance	Various	$750,000,000 (aggregate windstorm sublimit)	March 1, 2023
Earthquake Insurance (CA and WA/OR properties)	Northgate Insurance	EQ-9872345	$400,000,000 (aggregate earthquake sublimit)	March 1, 2023

PERFECTION CERTIFICATE
Delivered pursuant to Section 4.01(h) of the 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 (in such capacity, the "Collateral Agent"), and the Lenders party thereto
and
Delivered pursuant to the Pledge and Security Agreement dated as of July 21, 2022 (the "Security Agreement"), among the Borrower, the Guarantors, and Crescent Harbor Bank, N.A., as Collateral Agent
Date: July 21, 2022
Prepared by Calderwood & Harkness LLP, counsel to the Borrower
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Security Agreement, as applicable. In the event of any conflict between the definitions set forth in the Credit Agreement and those in the Security Agreement, the definitions in the Credit Agreement shall control. References to the "UCC" mean the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction. References to "Schedules" are to the Schedules attached hereto, each of which is incorporated herein by reference and forms an integral part of this Perfection Certificate.
PRELIMINARY STATEMENTS
A. The Borrower, the Guarantors, the Administrative Agent, the Collateral Agent, and the Lenders have entered into the Credit Agreement, which provides for, among other things, a $700,000,000 senior secured Term Loan B facility (the "Term Loan B Facility") made available by the Lenders to the Borrower, the proceeds of which will be used, in part, to refinance the Borrower's existing $625,000,000 Term Loan B facility held by Greystone Federal Credit Corp. and for general corporate purposes, including the payment of fees, costs, and expenses incurred in connection with the transactions contemplated by the Credit Agreement.
B. As a condition precedent to the initial funding of the Term Loan B Facility on the Closing Date, Section 4.01(h) of the Credit Agreement requires the delivery of this Perfection Certificate by the Borrower and the Guarantors to the Collateral Agent.
C. The undersigned hereby certifies, on behalf of the Borrower and each Guarantor, that the information set forth in this Perfection Certificate is true, correct, and complete in all material respects as of the date hereof, and the Collateral Agent and the Lenders are entitled to rely on the information contained herein in connection with the perfection, maintenance, and priority of the security interests granted under the Security Agreement, the preparation and filing of UCC-1 financing statements, fixture filings, intellectual property security agreement filings, and the taking of all other actions necessary or advisable to perfect the Collateral Agent's security interests in the Collateral (as defined in the Security Agreement).
D. The "Grantors," as used in this Perfection Certificate, refers collectively to: (i) Verimark Hospitality Group Inc. (the Borrower), (ii) Verimark Resort Properties LLC, (iii) VHG Management Services Inc., (iv) Verimark Convention Holdings LLC, (v) Palmetto Beachfront Hotels LLC, and (vi) Cascadia Hospitality Corp. (each, a "Guarantor" and collectively, the "Guarantors"). Each of the foregoing entities is a party to the Security Agreement and has granted a first-priority security interest (subject to Permitted Liens) in substantially all of its assets to the Collateral Agent for the ratable benefit of the Secured Parties.
E. The information set forth in this Perfection Certificate supplements and does not limit any representations, warranties, or covenants made by the Borrower or any Guarantor in the Credit Agreement, the Security Agreement, or any other Loan Document. The Grantors acknowledge their obligation to supplement and update the information contained herein in accordance with the terms of the Security Agreement, including, without limitation, Sections 5.02 and 5.15 thereof.
PART 1 — EXACT LEGAL NAMES AND PRIOR NAMES
Section 1(a) — Exact Legal Names of Grantors
The exact legal name of each Grantor, as such name appears in its certificate of incorporation, certificate of formation, or other organizational document filed with the applicable Secretary of State or equivalent governmental authority, and as reflected in the official records of its jurisdiction of organization, is set forth in the table below. Each name listed below is the name that should be used as the "debtor" name on all UCC-1 financing statements filed in respect of such Grantor, in accordance with Section 9-503(a) of the UCC.
Each Grantor confirms that its exact legal name set forth above has been verified against the records of the applicable Secretary of State's office as of a date not more than ten (10) calendar days prior to the date hereof, and that no amendments to its organizational documents affecting its legal name are pending.
Section 1(b) — Prior Legal Names, Trade Names, and Other Names
Set forth below is a complete list of all prior legal names, former names, trade names, assumed names, fictitious business names, "doing business as" names, and any other names (including informal names or abbreviations) used by each Grantor at any time during the five (5) year period preceding the date hereof. This information is provided for the purpose of ensuring that UCC searches are conducted under all relevant names and that prior filings, if any, remain effective and are not rendered misleading by reason of a name change.
No Grantor has undergone a formal legal name change during the five (5) year period preceding the date hereof. The trade names and informal abbreviations listed above have been used in certain marketing materials, customer-facing communications, and commercial contracts but do not represent formal amendments to any Grantor's organizational documents. The fictitious name registration for "Palmetto Coastal Resorts" was filed with the Florida Department of State, Division of Corporations, on September 12, 2018, under registration number G18000091287.
Section 1(c) — Changes in Identity or Structure
Set forth below is a description of any merger, consolidation, conversion, reorganization, or other change in identity or corporate structure involving any Grantor at any time during the five (5) year period preceding the date hereof.
(i) Palmetto Beachfront Hotels LLC was originally formed as Palmetto Beach Holdings Inc., a Florida corporation, on March 7, 2016. On November 1, 2019, Palmetto Beach Holdings Inc. was converted from a Florida corporation to a Florida limited liability company pursuant to Section 605.1061 of the Florida Revised Limited Liability Company Act, and its name was simultaneously changed to "Palmetto Beachfront Hotels LLC." The articles of conversion and certificate of conversion were filed with the Florida Department of State, Division of Corporations, on November 1, 2019. UCC searches should be conducted under both "Palmetto Beach Holdings Inc." and "Palmetto Beachfront Hotels LLC" to ensure that no prior filings against the predecessor name are outstanding.
(ii) Cascadia Hospitality Corp. was formed on August 22, 2018, as a direct wholly owned subsidiary of Verimark Hospitality Group Inc. following the Borrower's acquisition of the Pacific Northwest hotel portfolio from Redwood Lodging Partners, LP, on August 15, 2018. The acquired assets were contributed to Cascadia Hospitality Corp. upon its formation. Cascadia Hospitality Corp. has not undergone any merger, consolidation, or change in identity since its formation.
(iii) With respect to all other Grantors, no merger, consolidation, conversion, reorganization, or other change in identity or corporate structure has occurred during the five (5) year period preceding the date hereof.
PART 2 — JURISDICTIONS OF ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS
The jurisdiction of organization, type of entity, state organizational identification number (or file number), and federal employer identification number (EIN) for each Grantor is set forth below. Under Section 9-307 of the UCC, the location of a registered organization is its jurisdiction of organization, and accordingly, UCC-1 financing statements should be filed in the filing office of such jurisdiction as set forth in Part 10 below.
UCC-1 financing statements naming the Collateral Agent as secured party shall be filed for all Delaware-organized Grantors with the Delaware Secretary of State, Division of Corporations, Secured Transaction Filing Office, located at 401 Federal Street, Suite 4, Dover, Delaware 19901. The UCC-1 financing statement for Palmetto Beachfront Hotels LLC shall be filed with the Florida Secured Transaction Registry, administered by the Florida Department of State, Division of Corporations.
Each Grantor hereby confirms that it is (i) duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, (ii) has the requisite power and authority to own its assets, carry on its business, and execute and deliver this Perfection Certificate and the other Loan Documents to which it is a party, and (iii) is duly qualified and in good standing in each other jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. Copies of certificates of good standing from each Grantor's jurisdiction of organization, dated not more than thirty (30) days prior to the date hereof, have been delivered to the Collateral Agent under separate cover.
PART 3 — CHIEF EXECUTIVE OFFICES AND PRINCIPAL PLACES OF BUSINESS
Section 3(a) — Current Chief Executive Office / Principal Place of Business
Under Section 9-307(b)(3) of the UCC, the location of an organization having only one place of business is the place of its business, and the location of an organization having more than one place of business is its chief executive office. Set forth below is the current chief executive office and principal mailing address for each Grantor.
The corporate headquarters of the Borrower and all Guarantors are co-located in the Boca Raton office complex identified above. All material business decisions are made at such location, and the principal executive officers of each Grantor maintain their offices therein.
Section 3(b) — Prior Chief Executive Offices (Past Five Years)
None. The chief executive office of each Grantor has been located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 for the entire five (5) year period preceding the date hereof. Prior to occupying the current suite, Verimark Hospitality Group Inc. and certain of its subsidiaries maintained their chief executive office at 8200 West Palmetto Park Road, Suite 900, Boca Raton, FL 33433 (within the same office complex), which address was used from April 2014 through January 2017. However, such period falls outside the five-year look-back window relevant to the date hereof.
Section 3(c) — Registered Agent / Registered Office
Set forth below is the registered agent and registered office address for each Grantor in its jurisdiction of organization, as required for service of process and official communications from the applicable Secretary of State.
Each Grantor confirms that its registered agent designation is current and has not lapsed, and that such registered agent has consented to its appointment and is authorized to accept service of process on behalf of the applicable Grantor.
PART 4 — LOCATIONS OF TANGIBLE PERSONAL PROPERTY AND ASSETS
Section 4(a) — Real Property Owned (Fee Simple and Leasehold)
The real property interests owned by the Grantors, including both fee simple and leasehold interests, are summarized below. A complete listing of all real property by state, county, street address, owning entity, appraised value, and mortgage status is set forth on Schedule 2 attached hereto.
(i) Verimark Resort Properties LLC holds fee simple title to forty-two (42) hotel properties across twelve (12) states, which constitute the "Mortgaged Properties" under the Security Agreement. Such properties are located in the following states with the indicated number of properties in each: Florida (12 properties, held through Palmetto Beachfront Hotels LLC as described below), New York (6 properties), California (5 properties), Texas (4 properties), Georgia (3 properties), Colorado (3 properties), Arizona (2 properties), Illinois (2 properties), Washington (2 properties), Oregon (1 property), Nevada (1 property), and Virginia (1 property). The aggregate appraised value of the forty-two (42) Mortgaged Properties, as determined by independent MAI appraisals dated not more than ninety (90) days prior to the date hereof, is approximately $2,180,000,000.
(ii) Palmetto Beachfront Hotels LLC holds fee simple title to twelve (12) Florida coastal resort properties, which are a subset of the forty-two (42) Mortgaged Properties referenced in clause (i) above. These properties are located in Palm Beach County (4 properties), Broward County (3 properties), Miami-Dade County (2 properties), Volusia County (1 property), Lee County (1 property), and Escambia County (1 property). Palmetto Beachfront Hotels LLC is a direct wholly owned subsidiary of Verimark Hospitality Group Inc. and serves as the operating vehicle for the Borrower's Florida coastal hotel portfolio.
(iii) Cascadia Hospitality Corp. holds fee simple title to eight (8) hotel properties in the Pacific Northwest, located in Washington (5 properties, in King County, Pierce County, and Snohomish County) and Oregon (3 properties, in Multnomah County and Clackamas County). These properties were acquired as part of the Redwood Lodging Partners, LP portfolio acquisition in August 2018 and are included among the forty-two (42) Mortgaged Properties.
(iv) The broader Verimark Hospitality Group portfolio comprises a total of seventy-four (74) full-service and select-service hotel properties across eighteen (18) states, with an aggregate appraised value of approximately $3,100,000,000. Of such properties, forty-two (42) are designated as Mortgaged Properties and are subject to first-priority mortgage liens in favor of the Collateral Agent for the ratable benefit of the Secured Parties. The remaining thirty-two (32) properties are not Mortgaged Properties but are subject to the general lien on personal property under the Security Agreement to the extent of tangible personal property located therein.
(v) Cross-reference is made to the Schedule of Mortgaged Properties attached as Exhibit E to the Security Agreement and to the Mortgage and Title Deliverables Checklist delivered to the Collateral Agent under separate cover, which sets forth the status of title insurance commitments, surveys, environmental reports, and mortgage recording for each Mortgaged Property.
Section 4(b) — Locations of Tangible Personal Property (Equipment, Inventory, Fixtures)
The principal location at which the books and records of the Grantors are maintained is 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433. Additionally, certain operational records, maintenance logs, and guest services records are maintained at each individual hotel property.
Tangible personal property of the Grantors, including hotel furniture, fixtures, and equipment (collectively, "FF&E"), guest room furnishings, kitchen and restaurant equipment, laundry equipment, audiovisual and conference equipment, information technology hardware, signage, vehicles, maintenance equipment, and other tangible assets, is located at each of the seventy-four (74) hotel properties across eighteen (18) states operated by the Borrower and its subsidiaries. A listing of all such properties is set forth on Schedule 2 attached hereto.
In connection with the Mortgaged Properties, the Collateral Agent will obtain fixtures filings (UCC-1 financing statements designating the filing as a "fixture filing" in accordance with Section 9-502(b) of the UCC) in each county where a Mortgaged Property is located, to perfect the security interest in fixtures located at such properties. The counties and corresponding filing offices for each Mortgaged Property are identified in the UCC Filing Matrix set forth on Schedule 7 attached hereto.
The Grantors do not maintain any material inventory other than standard hotel operating supplies (including linens, toiletries, cleaning supplies, food and beverage stock, and similar consumable items) held at the individual hotel properties in the ordinary course of business.
Section 4(c) — Deposit Accounts and Securities Accounts
A complete list of all deposit accounts and securities accounts maintained by the Grantors is set forth on Schedule 5 attached hereto. For convenience, a summary of the material deposit accounts is provided below.
As of the Closing Date, unrestricted cash and cash equivalents held across all accounts of the Grantors is approximately $87,000,000. Deposit account control agreements ("DACAs") in favor of the Collateral Agent have been executed (or are in the process of being executed and will be delivered within the timeframe specified in the Credit Agreement) with respect to each deposit account listed above, other than (i) accounts holding only funds designated for payroll, employee benefits, and tax obligations, and (ii) any other accounts excluded from the DACA requirement under Section 5.15(b) of the Credit Agreement.
No Grantor maintains any securities accounts with any broker-dealer or financial institution, other than the Borrower's account (**2188) held with Vireo National Bank, which holds certain short-term U.S. Treasury instruments and money market fund investments having an aggregate value of approximately $12,500,000 as of the date hereof. A securities account control agreement in favor of the Collateral Agent has been executed with respect to such account.
Section 4(d) — Locations of Goods Covered by Documents of Title or Held by Bailees or Warehouses
None. No Grantor has any goods that are covered by a negotiable document of title, held by a bailee, or stored in a warehouse, in each case that are material in value or that are not held in the ordinary course of the hotel operations of the Grantors.
PART 5 — EQUITY INTERESTS OWNED BY EACH GRANTOR
Section 5(a) — Domestic Subsidiaries (100% Pledged)
Set forth below is a description of all equity interests in domestic subsidiaries owned by each Grantor as of the date hereof. Pursuant to Section 3.01 of the Security Agreement, 100% of the equity interests in each direct domestic subsidiary of the Borrower and the Guarantors are pledged to the Collateral Agent for the ratable benefit of the Secured Parties. A complete ownership chart is set forth on Schedule 3 attached hereto.
With respect to the certificated equity interests in VHG Management Services Inc. and Cascadia Hospitality Corp., original stock certificates (together with duly executed undated stock powers endorsed in blank) have been delivered to the Collateral Agent on or prior to the date hereof. With respect to the uncertificated membership interests in Verimark Resort Properties LLC, Verimark Convention Holdings LLC, and Palmetto Beachfront Hotels LLC, the Borrower has (i) caused such membership interests to be reflected on the books and records of each such entity as being subject to the security interest of the Collateral Agent and (ii) delivered to the Collateral Agent executed membership interest pledge acknowledgments in the form required by the Security Agreement. For the avoidance of doubt, all membership interests in the limited liability company Grantors are "securities" within the meaning of Article 8 of the UCC, as each such entity's operating agreement contains an express opt-in to Article 8 of the UCC.
Section 5(b) — First-Tier Foreign Subsidiaries (65% Pledged)
None. As of the date hereof, neither the Borrower nor any Guarantor owns, directly or indirectly, any equity interests in any foreign subsidiary or any entity organized under the laws of any jurisdiction outside the United States of America. Accordingly, no pledge of equity interests in foreign subsidiaries is required under the Security Agreement. In the event that any Grantor acquires or forms a first-tier foreign subsidiary after the date hereof, 65% of the total outstanding voting equity interests and 100% of the total outstanding non-voting equity interests in such first-tier foreign subsidiary shall be pledged to the Collateral Agent in accordance with Section 5.12 of the Credit Agreement and Section 3.01(b) of the Security Agreement.
PART 6 — INTELLECTUAL PROPERTY
Section 6(a) — Registered Patents and Patent Applications
Set forth below is a complete list of all United States patents and patent applications owned by any Grantor as of the date hereof and filed with or registered by the United States Patent and Trademark Office ("USPTO"). A complete listing is also set forth on Schedule 4 attached hereto.
An intellectual property security agreement notice covering the foregoing patents and patent applications has been prepared for filing with the USPTO, Assignment Division, and will be recorded on or promptly following the Closing Date.
Section 6(b) — Registered Trademarks and Trademark Applications
Set forth below is a complete list of all United States trademark registrations and pending trademark applications owned by any Grantor as of the date hereof and filed with or registered by the USPTO. A complete listing is also set forth on Schedule 4 attached hereto.
All trademark registrations listed above are currently in active status. Maintenance filings (Sections 8 and 15 Declarations and Section 9 Renewal Applications, as applicable) have been timely filed for all registrations for which such filings are currently due. An intellectual property security agreement notice covering the foregoing trademarks and trademark applications has been prepared for recording with the USPTO, Assignment Division, and will be recorded on or promptly following the Closing Date.
Section 6(c) — Registered Copyrights
Set forth below is a complete list of all United States copyright registrations owned by any Grantor as of the date hereof and registered with the United States Copyright Office.
An intellectual property security agreement notice covering the foregoing copyright registrations has been prepared for recording with the United States Copyright Office, and will be recorded on or promptly following the Closing Date.
Section 6(d) — Material License Agreements
Set forth below is a summary of all material intellectual property license agreements (whether in-bound or out-bound) to which any Grantor is a party as of the date hereof. For purposes of this Section, "material" means any license agreement under which the aggregate annual license fees payable or receivable exceed $500,000, or which is otherwise material to the business operations of the Grantors.
None of the foregoing license agreements contain anti-assignment provisions that would restrict the grant of a security interest therein to the Collateral Agent, except as otherwise disclosed in the Credit Agreement. To the extent any such license agreement contains restrictions on assignment or encumbrance, the applicable Grantor has used commercially reasonable efforts to obtain the requisite consents and waivers prior to the Closing Date.
PART 7 — COMMERCIAL TORT CLAIMS
As of the date hereof, the following commercial tort claim is held by a Grantor:
(i) Verimark Resort Properties LLC v. Meridian Construction Group Inc., Case No. 2022-CA-003841, pending in the Circuit Court of the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida. This action was filed on April 8, 2022, and asserts claims for breach of contract and negligent construction in connection with the renovation of the Verimark Palm Beach Resort (the "Palm Beach Renovation Dispute"). Verimark Resort Properties LLC seeks damages in the amount of approximately $14,200,000, representing the estimated cost of remediation of defective construction work performed by Meridian Construction Group Inc. The case is in the early stages of litigation, and no trial date has been set.
Other than the foregoing, no Grantor holds any commercial tort claim as of the date hereof in which the amount in controversy exceeds, or is reasonably expected to exceed, $1,000,000 (the threshold specified in Section 5.15(c) of the Security Agreement). Each Grantor hereby agrees, in accordance with the terms of the Security Agreement, to promptly notify the Collateral Agent in writing upon the arising of any commercial tort claim in excess of such threshold and to take all actions necessary to grant a perfected security interest therein in favor of the Collateral Agent, including by supplementing this Perfection Certificate and, if requested by the Collateral Agent, executing such additional documentation as may be reasonably required.
PART 8 — LETTER-OF-CREDIT RIGHTS
As of the date hereof, the following letter-of-credit rights are held by the Grantors:
Other than the foregoing, no Grantor holds any letter-of-credit rights as of the date hereof. The Collateral Agent is entitled to the proceeds of any drawing under the foregoing letters of credit to the extent constituting Collateral under the Security Agreement, subject to the Permitted Liens and other exceptions set forth in the Credit Agreement.
PART 9 — EXISTING LIENS AND ENCUMBRANCES
Set forth below is a description of all existing liens, security interests, and encumbrances on the assets of the Grantors as of the date hereof, other than Permitted Liens (as defined in the Credit Agreement) of the type described in clauses (a) through (g) of the definition thereof (e.g., statutory liens for taxes not yet due and payable, mechanics' and materialmen's liens, easements, and similar encumbrances arising in the ordinary course of business). A complete listing of all existing liens is set forth on Schedule 6 attached hereto.
(a) Greystone Federal Credit Corp. Liens (to be terminated on the Closing Date)
Greystone Federal Credit Corp., as administrative agent and collateral agent under the Existing Credit Agreement dated as of March 15, 2019 (the "Existing Credit Agreement"), holds first-priority security interests in substantially all assets of the Borrower and the Guarantors, perfected by UCC-1 financing statements filed in the applicable jurisdictions, mortgage liens on the Mortgaged Properties, and intellectual property security agreement filings with the USPTO and the U.S. Copyright Office. These liens secure the Borrower's existing $625,000,000 Term Loan B facility (CUSIP: 92347LAA0; Original Issue Date: March 15, 2019; Maturity: March 15, 2026). On the Closing Date, the outstanding principal balance and all accrued and unpaid interest under the Existing Credit Agreement will be repaid in full from the proceeds of the Term Loan B Facility, and all liens in favor of Greystone Federal Credit Corp. will be released and terminated. UCC-3 termination statements have been prepared and will be filed in each applicable jurisdiction on or promptly following the Closing Date. Mortgage releases, intellectual property lien releases, and deposit account control agreement terminations have been or are in the process of being obtained and will be effective concurrently with the closing of the Term Loan B Facility. A payoff letter from Greystone Federal Credit Corp. dated July 18, 2022, confirming the payoff amount and the agreement to deliver lien releases, has been delivered to the Collateral Agent.
(b) Crescent Harbor Bank, N.A. — Revolving Credit Facility Liens (to remain outstanding)
Crescent Harbor Bank, N.A., as administrative agent and collateral agent under the Revolving Credit Agreement dated as of March 15, 2019, as amended and restated as of the date hereof (the "Revolving Credit Agreement"), holds security interests in substantially all assets of the Borrower and the Guarantors securing the $400,000,000 revolving credit facility (the "RCF"). The liens securing the RCF are pari passu with the liens securing the Term Loan B Facility, as set forth in the Amended and Restated Intercreditor Agreement dated as of the date hereof (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A. (in its capacity as collateral agent under the Revolving Credit Agreement), Crescent Harbor Bank, N.A. (in its capacity as Collateral Agent under the Credit Agreement), the Borrower, and the Guarantors. Existing UCC-1 financing statements in favor of Crescent Harbor Bank, N.A. (as RCF collateral agent) will remain in effect and will not be terminated in connection with the closing of the Term Loan B Facility. No amendment to such UCC-1 filings is required.
(c) Senior Unsecured Notes
The Borrower has outstanding $245,000,000 aggregate principal amount of 6.750% Senior Unsecured Notes due 2028 (the "Senior Notes"), issued pursuant to the Indenture dated as of September 22, 2020, between the Borrower and Atlantic Standard Trust Company, as indenture trustee. The Senior Notes are unsecured obligations of the Borrower and are not secured by any liens on the assets of the Borrower or any Guarantor. Accordingly, no liens in respect of the Senior Notes are disclosed herein.
(d) Other Permitted Liens
In addition to the liens described in clauses (a) through (c) above, the following Permitted Liens exist as of the date hereof:
(i) Liens for real property taxes and assessments not yet due and payable, or being contested in good faith by appropriate proceedings, in each case for which adequate reserves have been established on the books of the applicable Grantor in accordance with GAAP.
(ii) Mechanics' and materialmen's liens arising in the ordinary course of business securing obligations not yet due and payable, in an aggregate amount not exceeding $3,500,000 across all Grantors.
(iii) Easements, rights-of-way, restrictions, and other similar encumbrances on real property that do not materially interfere with the use of such property for its intended purpose.
(iv) Liens arising under workers' compensation, unemployment insurance, and other social security legislation (other than ERISA), in each case in the ordinary course of business.
(v) Purchase money security interests and capital lease obligations (and liens securing the same) in an aggregate outstanding principal amount not exceeding $15,000,000 across all Grantors, as permitted under Section 7.01(h) of the Credit Agreement.
(vi) Equipment financing liens in favor of Beaumont Group securing a master equipment lease for hotel laundry equipment, with an outstanding balance of approximately $2,800,000.
PART 10 — UCC FILING JURISDICTIONS
Set forth below is a summary of the jurisdictions and filing offices in which UCC-1 financing statements are to be filed (or have been filed) to perfect the security interests of the Collateral Agent in the Collateral. A detailed UCC Filing Matrix is set forth on Schedule 7 attached hereto.
Initial UCC-1 Financing Statement Filings
Fixture Filings.  Fixture filings (UCC-1 financing statements filed as fixture filings in the real property records of the applicable county) are to be made in each county in which a Mortgaged Property is located, across the following twelve (12) states: Florida, New York, California, Texas, Georgia, Colorado, Arizona, Illinois, Washington, Oregon, Nevada, and Virginia. The specific counties, filing offices, and recording information for each fixture filing are set forth in the UCC Filing Matrix on Schedule 7 attached hereto. In the aggregate, fixture filings will be made in approximately thirty-seven (37) counties across the twelve (12) states in which Mortgaged Properties are located.
Intellectual Property Filings
In addition to the UCC-1 financing statements and fixture filings described above, the following intellectual property security agreement filings will be made to perfect the Collateral Agent's security interest in the registered intellectual property of the Grantors:
(i) Recordation of a Patent Security Agreement with the USPTO, Assignment Division, covering all patents and patent applications listed in Part 6(a) above.
(ii) Recordation of a Trademark Security Agreement with the USPTO, Assignment Division, covering all trademarks and trademark applications listed in Part 6(b) above.
(iii) Recordation of a Copyright Security Agreement with the United States Copyright Office, covering all copyright registrations listed in Part 6(c) above.
PART 11 — INSURANCE
The Grantors maintain insurance policies with respect to their properties and operations as required by Section 6.07 of the Credit Agreement. A summary of the material insurance policies is set forth below. A detailed insurance certificate review has been delivered to the Collateral Agent under separate cover, and the Collateral Agent has confirmed receipt thereof.
Crescent Harbor Bank, N.A. (in its capacity as Collateral Agent) has been named as (i) an additional insured under all liability policies, (ii) a lender loss payee under the all-risk property insurance policy, the business interruption policy, and all other property and casualty policies applicable to the Mortgaged Properties, and (iii) a mortgagee under the standard mortgage clause of each applicable property insurance policy, in each case in accordance with Section 6.07 of the Credit Agreement. Evidence of such endorsements has been delivered to the Collateral Agent.
All insurance policies are in full force and effect as of the date hereof, all premiums currently due thereon have been paid, and no notice of cancellation, non-renewal, or material modification has been received by any Grantor with respect to any such policy.
SCHEDULES AND ATTACHMENTS
The following Schedules are attached hereto and incorporated herein by reference as integral parts of this Perfection Certificate:
•  Schedule 1: Complete Entity Information Chart — Legal names, entity types, jurisdictions of organization, state organizational identification numbers, federal employer identification numbers, registered agents, registered office addresses, and chief executive office addresses for each Grantor.
•  Schedule 2: Real Property Schedule — Complete listing of all hotel properties owned by the Grantors, organized by state and county, including street address, owning entity, appraised value, number of guest rooms, and mortgage status (Mortgaged Property or Non-Mortgaged Property).
•  Schedule 3: Equity Interests Schedule — Complete ownership chart for all pledged domestic subsidiaries, including entity name, type of interest, percentage owned, number of units or shares, certificated or uncertificated status, and certificate number (if applicable).
•  Schedule 4: intellectual Property Schedule — Complete listing of all registered patents, patent applications, trademark registrations, trademark applications, and copyright registrations owned by any Grantor, with USPTO and Copyright Office registration and application details.
•  Schedule 5: Deposit Accounts and Securities Accounts Schedule — Complete listing of all bank accounts and securities accounts maintained by the Grantors, including bank name, account number (last four digits), account type, branch location, approximate balance as of the Closing Date, and DACA status.
•  Schedule 6: Existing Liens Schedule — Complete listing of all existing liens, security interests, and encumbrances on the assets of the Grantors, including Greystone Federal Credit Corp. liens to be terminated, Crescent Harbor Bank RCF liens to remain pari passu, and all other Permitted Liens.
•  Schedule 7: UCC Filing Matrix — Detailed matrix of all UCC-1 financing statements and fixture filings to be made, organized by Grantor (debtor), filing jurisdiction, filing office, secured party, and collateral description summary.
CERTIFICATION AND SIGNATURE BLOCK
The undersigned, Priya Narayanan, in her capacity as General Counsel and Corporate Secretary of Verimark Hospitality Group Inc. and not in her individual capacity, hereby certifies on behalf of each Grantor that the information set forth in this Perfection Certificate (including all Schedules and Attachments hereto) is true, correct, and complete in all material respects as of the date first written above.
The undersigned acknowledges and agrees that the Collateral Agent and the Lenders are relying on the accuracy and completeness of this Perfection Certificate in connection with (i) the perfection of security interests under the Security Agreement, (ii) the preparation and filing of UCC-1 financing statements, fixture filings, and intellectual property security agreement filings, (iii) the evaluation of the Collateral securing the obligations under the Credit Agreement, and (iv) the making of the $700,000,000 Term Loan B on the Closing Date.
The Grantors hereby agree to promptly notify the Collateral Agent in writing of any change to the information set forth in this Perfection Certificate, including, without limitation, any change of name, identity, organizational structure, jurisdiction of organization, chief executive office, or location of Collateral, in each case in accordance with the notice and update provisions set forth in Section 5.02 and Section 5.15 of the Security Agreement. The Grantors further acknowledge that, in accordance with Section 5.15(c) of the Security Agreement, this Perfection Certificate shall be supplemented from time to time to reflect any commercial tort claim arising after the date hereof in which the amount in controversy exceeds $1,000,000.
[Signature Pages Follow]
SIGNATURE PAGE TO PERFECTION CERTIFICATE
IN WITNESS WHEREOF, the undersigned has executed this Perfection Certificate as of the date first written above.
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: Priya Narayanan
Title: General Counsel & Corporate Secretary
Date: July 21, 2022
SIGNATURE PAGE TO PERFECTION CERTIFICATE (Guarantor Signatures)
Acknowledged and confirmed on behalf of each Guarantor:
VERIMARK RESORT PROPERTIES LLC
By: Verimark Hospitality Group Inc., its sole member
By: ________
Name: Priya Narayanan
Title: General Counsel & Corporate Secretary
VHG MANAGEMENT SERVICES INC.
By: ________
Name: Glenn Fischbach
Title: Treasurer
VERIMARK CONVENTION HOLDINGS LLC
By: Verimark Hospitality Group Inc., its sole member
By: ________
Name: Priya Narayanan
Title: General Counsel & Corporate Secretary
PALMETTO BEACHFRONT HOTELS LLC
By: Verimark Hospitality Group Inc., its sole member
By: ________
Name: Priya Narayanan
Title: General Counsel & Corporate Secretary
CASCADIA HOSPITALITY CORP.
By: ________
Name: Glenn Fischbach
Title: Treasurer
Grantor | Exact Legal Name
Borrower | Verimark Hospitality Group Inc.
Guarantor 1 | Verimark Resort Properties LLC
Guarantor 2 | VHG Management Services Inc.
Guarantor 3 | Verimark Convention Holdings LLC
Guarantor 4 | Palmetto Beachfront Hotels LLC
Guarantor 5 | Cascadia Hospitality Corp.
Grantor | Prior / Trade / Other Names | Type of Name | Period of Use
Verimark Hospitality Group Inc. | Verimark Hotels | Trade Name | January 2018 – present
Verimark Hospitality Group Inc. | VHG | Common abbreviation (informal) | June 2017 – present
Verimark Hospitality Group Inc. | Verimark Hospitality Group Inc. | Legal Name (unchanged since incorporation) | April 14, 2014 – present
Verimark Resort Properties LLC | None | N/A | N/A
VHG Management Services Inc. | VHG Management | Trade Name | March 2019 – present
Verimark Convention Holdings LLC | None | N/A | N/A
Palmetto Beachfront Hotels LLC | Palmetto Coastal Resorts | Trade Name (Florida fictitious name registration) | September 2018 – present
Cascadia Hospitality Corp. | None | N/A | N/A
Grantor | Type of Entity | Jurisdiction of Organization | State Org. ID / File Number | Federal EIN
Verimark Hospitality Group Inc. | Corporation | Delaware | 7291843 | 82-3741956
Verimark Resort Properties LLC | Limited Liability Company | Delaware | 7395216 | 83-1027648
VHG Management Services Inc. | Corporation | Delaware | 7401539 | 83-2196485
Verimark Convention Holdings LLC | Limited Liability Company | Delaware | 7529187 | 84-0573921
Palmetto Beachfront Hotels LLC | Limited Liability Company | Florida | L19000284173 | 83-4269107
Cascadia Hospitality Corp. | Corporation | Delaware | 7684302 | 84-2918376
Grantor | Chief Executive Office / Principal Mailing Address
Verimark Hospitality Group Inc. | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
Verimark Resort Properties LLC | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
VHG Management Services Inc. | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
Verimark Convention Holdings LLC | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
Palmetto Beachfront Hotels LLC | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
Cascadia Hospitality Corp. | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
Grantor | Jurisdiction | Registered Agent | Registered Office Address
Verimark Hospitality Group Inc. | Delaware | National Registered Agents Inc. | 1209 Orange Street, Wilmington, DE 19801
Verimark Resort Properties LLC | Delaware | National Registered Agents Inc. | 1209 Orange Street, Wilmington, DE 19801
VHG Management Services Inc. | Delaware | National Registered Agents Inc. | 1209 Orange Street, Wilmington, DE 19801
Verimark Convention Holdings LLC | Delaware | National Registered Agents Inc. | 1209 Orange Street, Wilmington, DE 19801
Palmetto Beachfront Hotels LLC | Florida | Sunbiz Registered Agent Services LLC | 2600 South Douglas Road, Suite 300, Coral Gables, FL 33134
Cascadia Hospitality Corp. | Delaware | National Registered Agents Inc. | 1209 Orange Street, Wilmington, DE 19801
Grantor | Bank | Account No. (Last Four) | Account Type | Branch Location
Verimark Hospitality Group Inc. | Crescent Harbor Bank, N.A. | **7814 | Operating Account | Boca Raton, FL
Verimark Hospitality Group Inc. | Crescent Harbor Bank, N.A. | **7815 | Payroll Account | Boca Raton, FL
Verimark Hospitality Group Inc. | Greaves Bancorp | **3209 | Concentration Account | New York, NY
Verimark Hospitality Group Inc. | Crescent Harbor Bank, N.A. | **7822 | Tax Escrow Account | Boca Raton, FL
Verimark Resort Properties LLC | Crescent Harbor Bank, N.A. | **4501 | Operating Account | Boca Raton, FL
VHG Management Services Inc. | Crescent Harbor Bank, N.A. | **4518 | Operating Account | Boca Raton, FL
Verimark Convention Holdings LLC | Crescent Harbor Bank, N.A. | **4527 | Operating Account | Boca Raton, FL
Palmetto Beachfront Hotels LLC | Crescent Harbor Bank, N.A. | **4536 | Operating Account | Boca Raton, FL
Palmetto Beachfront Hotels LLC | Adriatic Savings Bank | **8912 | Revenue Deposit Account | Miami, FL
Cascadia Hospitality Corp. | Crescent Harbor Bank, N.A. | **4543 | Operating Account | Boca Raton, FL
Cascadia Hospitality Corp. | Hollowell Savings Bank | **6301 | Revenue Deposit Account | Seattle, WA
Owner / Pledgor | Subsidiary | Type of Interest | Percentage Owned | Number of Units / Shares | Certificated (Y/N)
Verimark Hospitality Group Inc. | Verimark Resort Properties LLC | Membership Interest | 100% | 1,000 Units | N
Verimark Hospitality Group Inc. | VHG Management Services Inc. | Common Stock | 100% | 10,000 Shares | Y
Verimark Hospitality Group Inc. | Verimark Convention Holdings LLC | Membership Interest | 100% | 1,000 Units | N
Verimark Hospitality Group Inc. | Palmetto Beachfront Hotels LLC | Membership Interest | 100% | 1,000 Units | N
Verimark Hospitality Group Inc. | Cascadia Hospitality Corp. | Common Stock | 100% | 10,000 Shares | Y
Grantor | Patent / Application Title | USPTO Patent No. / Application No. | Filing Date | Status
VHG Management Services Inc. | Integrated Hotel Guest Experience Management System | U.S. Patent No. 10,482,317 | March 14, 2017 | Issued (November 19, 2019)
VHG Management Services Inc. | Dynamic Room Pricing and Revenue Optimization Method | U.S. App. No. 16/891,204 | June 3, 2020 | Pending
VHG Management Services Inc. | Automated Guest Check-In and Keyless Entry Platform | U.S. App. No. 17/234,712 | March 19, 2021 | Pending
Grantor / Owner of Record | Mark | USPTO Reg. No. / Serial No. | Registration / Filing Date | Status | Class(es)
Verimark Hospitality Group Inc. | VERIMARK | Reg. No. 5,412,836 | February 27, 2018 | Registered | 43 (Hotel and restaurant services)
Verimark Hospitality Group Inc. | VERIMARK HOTELS | Reg. No. 5,412,837 | February 27, 2018 | Registered | 43
Verimark Hospitality Group Inc. | VERIMARK (Stylized Logo) | Reg. No. 5,598,102 | November 6, 2018 | Registered | 43
Verimark Hospitality Group Inc. | VHG | Reg. No. 5,741,290 | May 14, 2019 | Registered | 43
Palmetto Beachfront Hotels LLC | PALMETTO COASTAL RESORTS | Reg. No. 5,923,417 | December 17, 2019 | Registered | 43
Palmetto Beachfront Hotels LLC | PALMETTO COASTAL RESORTS (Stylized Logo with Palm Tree Design) | Reg. No. 6,105,284 | July 14, 2020 | Registered | 43
Cascadia Hospitality Corp. | CASCADIA HOSPITALITY | Reg. No. 6,248,109 | February 9, 2021 | Registered | 43
Verimark Convention Holdings LLC | VERIMARK CONVENTIONS & EVENTS | Serial No. 90/821,463 | October 8, 2021 | Pending (Published for Opposition) | 43
VHG Management Services Inc. | VHG REWARDS | Reg. No. 6,389,024 | June 7, 2022 | Registered | 43, 35 (Loyalty program services)
Grantor / Owner of Record | Title of Work | Copyright Reg. No. | Registration Date | Type of Work
Verimark Hospitality Group Inc. | Verimark Brand Standards and Operations Manual (4th Ed.) | TX 8-912-456 | September 3, 2020 | Literary Work
VHG Management Services Inc. | VHG Rewards Program Software (Version 3.0) | TX 9-021,738 | April 22, 2022 | Computer Program
Licensor | Licensee | Description of Licensed IP | In-Bound / Out-Bound | Annual Fee (Approx.)
Ashford Holdings | VHG Management Services Inc. | Ridgeline Industries OPERA Property Management System (enterprise license for all VHG properties) | In-Bound | $2,400,000
Crestline Holdings | VHG Management Services Inc. | Dunmore Solutions Central Reservation System (CRS) integration and GDS connectivity | In-Bound | $1,800,000
Verimark Hospitality Group Inc. | Various third-party hotel management companies (5 agreements) | License to use "Verimark" brand marks in connection with management of 8 non-owned properties | Out-Bound | $3,200,000 (aggregate)
Northgate Group | Verimark Convention Holdings LLC | Harborline Corporation Bonvoy loyalty program integration license | In-Bound | $750,000
Grantor (Beneficiary) | Issuing Bank | L/C Reference No. | Face Amount | Expiry Date | Purpose
Verimark Hospitality Group Inc. | Crescent Harbor Bank, N.A. | IRLC-2022-04817 | $5,000,000 | July 20, 2023 | Workers' compensation insurance collateral
Palmetto Beachfront Hotels LLC | Adriatic Savings Bank | SLC-4702918 | $2,500,000 | December 31, 2022 | Utility deposit — Vireo Group
Grantor (Debtor) | Filing Jurisdiction | Filing Office | Secured Party
Verimark Hospitality Group Inc. | Delaware | Delaware Secretary of State, Division of Corporations, Secured Transaction Filing Office, 401 Federal Street, Suite 4, Dover, DE 19901 | Crescent Harbor Bank, N.A., as Collateral Agent
Verimark Resort Properties LLC | Delaware | Delaware Secretary of State (same as above) | Crescent Harbor Bank, N.A., as Collateral Agent
VHG Management Services Inc. | Delaware | Delaware Secretary of State (same as above) | Crescent Harbor Bank, N.A., as Collateral Agent
Verimark Convention Holdings LLC | Delaware | Delaware Secretary of State (same as above) | Crescent Harbor Bank, N.A., as Collateral Agent
Cascadia Hospitality Corp. | Delaware | Delaware Secretary of State (same as above) | Crescent Harbor Bank, N.A., as Collateral Agent
Palmetto Beachfront Hotels LLC | Florida | Florida Secured Transaction Registry, Florida Department of State, Division of Corporations, Clifton Building, 2661 Executive Center Circle, Tallahassee, FL 32301 | Crescent Harbor Bank, N.A., as Collateral Agent
Type of Coverage | Carrier | Policy Number | Coverage Amount / Limit | Expiration Date
All-Risk Property Insurance | Northgate Insurance | BOP-9872341 | $3,200,000,000 (blanket limit) | March 1, 2023
General Liability | Calderon Mutual Insurance | GL-5541287 | $50,000,000 per occurrence / $100,000,000 aggregate | March 1, 2023
Excess / Umbrella Liability | Thackeray Indemnity Co. | XL-8827461 | $200,000,000 | March 1, 2023
Workers' Compensation | Brightmoor Casualty Group | WC-3314598 | Statutory Limits | March 1, 2023
Business Interruption | Northgate Insurance | BI-9872342 | 18 months coverage; $500,000,000 sublimit | March 1, 2023
Flood Insurance (where applicable) | National Flood Insurance Program / Glenrock Assurance | Various | Per NFIP limits; excess via Glenrock Assurance | Various
Windstorm Insurance (FL properties) | Ashbury Casualty Group / Glenrock Assurance | Various | $750,000,000 (aggregate windstorm sublimit) | March 1, 2023
Earthquake Insurance (CA and WA/OR properties) | Northgate Insurance | EQ-9872345 | $400,000,000 (aggregate earthquake sublimit) | March 1, 2023

PERFECTION CERTIFICATE

PRELIMINARY STATEMENTS

SCHEDULES AND ATTACHMENTS

CERTIFICATION AND SIGNATURE BLOCK

SIGNATURE PAGE TO PERFECTION CERTIFICATE

VERIMARK HOSPITALITY GROUP INC.

VERIMARK RESORT PROPERTIES LLC

VHG MANAGEMENT SERVICES INC.

VERIMARK CONVENTION HOLDINGS LLC

PALMETTO BEACHFRONT HOTELS LLC

CASCADIA HOSPITALITY CORP.

Record

Parties

Dates

Amounts