TRADEMARK SECURITY AGREEMENT, PATENT SECURITY AGREEMENT, AND COPYRIGHT SECURITY AGREEMENT

TRADEMARK SECURITY AGREEMENT, PATENT SECURITY AGREEMENT, AND COPYRIGHT SECURITY AGREEMENT
Filed with the United States Patent and Trademark Office and the United States Copyright Office
July 21, 2022
FILING PREPARED BY:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006
Engagement Number: 1016-00009
In Connection With:
$700,000,000 Senior Secured Term Loan B Credit Agreement dated as of July 21, 2022
among
Verimark Hospitality Group Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the Lenders party thereto
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PART I
TRADEMARK SECURITY AGREEMENT
This TRADEMARK SECURITY AGREEMENT (this "Trademark Security Agreement") is entered into as of July 21, 2022, by and among each of the Grantors identified below (each, a "Grantor" and collectively, the "Grantors") and Crescent Harbor Bank, National Association, in its capacity as Collateral Agent (the "Collateral Agent") under the Credit Agreement (as defined below).
Section 1. Parties
1.1 Grantors.  The following entities are the Grantors under this Trademark Security Agreement:
(a) Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware, EIN 82-3741956, with its principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433 ("VHG" or the "Borrower");
(b) Verimark Resort Properties LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433 ("VRP");
(c) VHG Management Services Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433 ("VHG Management");
(d) Verimark Convention Holdings LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433 ("VCH");
(e) Palmetto Beachfront Hotels LLC, a limited liability company duly organized and existing under the laws of the State of Florida, with its principal offices located at 3900 Collins Avenue, Suite 200, Miami Beach, Florida 33140 ("Palmetto"); and
(f) Cascadia Hospitality Corp., a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1201 Third Avenue, Suite 2800, Seattle, Washington 98101 ("Cascadia").
1.2 Secured Party / Collateral Agent
The Secured Party and Collateral Agent under this Trademark Security Agreement is:
Crescent Harbor Bank, National Association, a national banking association organized and existing under the laws of the United States of America, acting in its capacity as Collateral Agent under the Credit Agreement (as defined below), with offices at 600 Lexington Avenue, 34th Floor, New York, New York 10022 (in such capacity, the "Collateral Agent").
Section 2. Recitals
WHEREAS, Verimark Hospitality Group Inc. (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent (the "Collateral Agent"), and the several lenders from time to time party thereto (the "Lenders") have entered into that certain Senior Secured Term Loan B Credit Agreement, dated as of July 21, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders have agreed to make term loans to the Borrower in an aggregate principal amount of Seven Hundred Million Dollars ($700,000,000);
WHEREAS, each of VRP, VHG Management, VCH, Palmetto, and Cascadia (collectively, the "Guarantors") has entered into a Guarantee Agreement, dated as of July 21, 2022, in favor of the Collateral Agent, pursuant to which each Guarantor has unconditionally guaranteed all Obligations of the Borrower under the Credit Agreement;
WHEREAS, the Grantors and the Collateral Agent have entered into that certain Pledge and Security Agreement, dated as of July 21, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Pledge and Security Agreement"), pursuant to which the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Credit Agreement), a first-priority security interest in substantially all of their respective assets, including, without limitation, all intellectual property and rights related thereto;
WHEREAS, this Trademark Security Agreement is supplemental to the Pledge and Security Agreement and is being executed and delivered for filing with the United States Patent and Trademark Office (the "USPTO") in order to perfect the Collateral Agent's security interest in the Grantors' registered trademarks, service marks, trade names, and trademark applications, as more particularly described herein and on Schedule A attached hereto;
WHEREAS, the Collateral Agent, in its capacity as collateral agent under the Credit Agreement, and Crescent Harbor Bank, National Association, in its capacity as administrative agent under that certain Revolving Credit Agreement, dated as of July 21, 2022 (the "RCF Agreement"), providing for a revolving credit facility in an aggregate commitment amount of Four Hundred Million Dollars ($400,000,000), have entered into that certain Amended and Restated Intercreditor Agreement, dated as of July 21, 2022 (the "Intercreditor Agreement"), pursuant to which the collateral securing the Term Loan B and the revolving credit facility is held and shared on a pari passu basis; and
WHEREAS, it is a condition precedent to the obligations of the Lenders under the Credit Agreement that the Grantors shall have executed and delivered this Trademark Security Agreement and that the same be filed with the USPTO.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor and the Collateral Agent hereby agree as follows:
Section 3. Grant of Security Interest in Trademarks
3.1 Grant of Security Interest. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties under the Credit Agreement, a continuing first-priority security interest in and lien upon all of the following property and assets of such Grantor, whether now owned or existing or hereafter acquired or arising (collectively, the "Trademark Collateral"):
(a) all trademarks, service marks, and trade names that are registered with the USPTO as of the date hereof, including without limitation those trademarks, service marks, and trade names listed and described on Schedule A attached hereto, as the same may be amended or supplemented from time to time;
(b) all applications for registration of trademarks, service marks, and trade names filed with the USPTO as of the date hereof, including without limitation those applications listed and described on Schedule A attached hereto, as the same may be amended or supplemented from time to time;
(c) all goodwill of the business connected with the use of, and symbolized by, each of the trademarks, service marks, and trade names described in clauses (a) and (b) above, together with all rights appurtenant thereto and the right to use such trademarks, service marks, and trade names in connection with the goods and services with which they are used;
(d) all renewals, extensions, modifications, supplements, and reissues of or to any of the foregoing;
(e) all income, royalties, damages, and payments now or hereafter due and/or payable with respect to any of the trademarks, service marks, and trade names described in clauses (a) through (d) above, including, without limitation, damages and payments for past, present, or future infringement or dilution thereof;
(f) all claims, causes of action, and rights to sue for damages for past, present, and future infringement, dilution, misappropriation, or other violation of any of the foregoing trademarks, service marks, and trade names, and all rights to seek and obtain injunctive and other equitable relief in connection therewith;
(g) all rights to sue for past, present, and future infringement, dilution, or other unauthorized use of such trademarks, service marks, and trade names, whether arising under federal, state, or common law; and
(h) all proceeds of the foregoing, including, without limitation, license royalties, sublicense fees, and proceeds of infringement suits, damages awards, settlements, and other recoveries of any nature.
3.2 After-Acquired Property. The security interest granted hereunder shall attach to all Trademark Collateral hereafter acquired or arising, including without limitation any new trademark registrations or applications filed by any Grantor after the date hereof, automatically and without any further action by any Grantor or the Collateral Agent, subject to the Grantors' obligation to deliver supplemental Trademark Security Agreements as provided in Section 4(e) below.
Section 4. Grantors' Covenants Regarding Trademarks
Each Grantor hereby covenants and agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:
(a) Maintenance of Registrations. Each Grantor shall use commercially reasonable efforts to maintain each of its trademark registrations listed on Schedule A hereto (and any trademark registrations hereafter acquired or obtained) in full force and effect. Without limiting the generality of the foregoing, each Grantor shall timely file all necessary renewal applications, affidavits of use and incontestability (including Sections 8 and 15 declarations under the Lanham Act, 15 U.S.C. § 1058 and § 1065, respectively), and all other required maintenance documents with the USPTO, and shall pay all fees associated therewith, in each case in a timely manner so as to prevent the cancellation, expiration, or lapse of any such registration.
(b) No Abandonment. No Grantor shall abandon any trademark, service mark, or trade name listed on Schedule A hereto, or cease use of any such mark in a manner that would constitute abandonment under applicable law, without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld, conditioned, or delayed), unless such abandonment is permitted under the terms of the Credit Agreement or the Pledge and Security Agreement.
(c) Infringement Notification and Enforcement. Each Grantor shall promptly notify the Collateral Agent in writing upon becoming aware of (i) any infringement, dilution, misappropriation, or other unauthorized use of any trademark, service mark, or trade name that is part of the Trademark Collateral, (ii) any claim or action brought by a third party alleging that any Grantor's use of any such mark infringes or dilutes the rights of such third party, or (iii) any proceeding before the Trademark Trial and Appeal Board or any court of competent jurisdiction involving any such mark. Each Grantor shall take commercially reasonable steps to protect and enforce its rights in the Trademark Collateral, including, where appropriate, initiating opposition or cancellation proceedings, sending cease-and-desist communications, and pursuing litigation to prevent unauthorized third-party use.
(d) Licensing Restrictions. No Grantor shall grant any exclusive license of any trademark, service mark, or trade name that is part of the Trademark Collateral without the prior written consent of the Collateral Agent, except as permitted under the terms and conditions of the Credit Agreement and the Pledge and Security Agreement. Non-exclusive licenses entered into in the ordinary course of business consistent with past practice shall be permitted without the Collateral Agent's prior consent, provided that such licenses do not materially impair the value of the Trademark Collateral or the security interest of the Collateral Agent therein.
(e) Supplemental Filings. Each Grantor shall, within thirty (30) days following the end of each fiscal quarter (or such longer period as may be agreed to by the Collateral Agent), execute and deliver to the Collateral Agent one or more supplemental trademark security agreements, in form and substance reasonably satisfactory to the Collateral Agent, covering any and all trademark registrations and trademark applications that such Grantor has acquired, obtained, or filed with the USPTO during the preceding fiscal quarter, together with updated schedules reflecting such additions. The Collateral Agent shall be authorized to file such supplemental trademark security agreements with the USPTO.
Section 5. Remedies
5.1 Remedies Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement), the Collateral Agent shall be entitled to exercise all rights and remedies available to it under the Pledge and Security Agreement, this Trademark Security Agreement, applicable law (including, without limitation, Article 9 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction), the Lanham Act, and any other applicable federal or state statute, rule, or regulation, all of which rights and remedies shall be cumulative and not exclusive of any other rights or remedies available at law or in equity.
5.2 Disposition of Trademark Collateral. Without limiting the generality of Section 5.1, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, subject to the terms of the Credit Agreement, the Pledge and Security Agreement, and the Intercreditor Agreement, to:
(a) take control of, use, operate, and manage the Trademark Collateral and exercise any and all rights of the Grantors in and to the Trademark Collateral;
(b) grant licenses, sublicenses, or other rights in the Trademark Collateral to third parties;
(c) sell, assign, transfer, or otherwise dispose of all or any portion of the Trademark Collateral, at public or private sale, in one or more transactions, for cash or on credit, at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable;
(d) collect any and all royalties, license fees, damages, proceeds of suits, and other amounts payable with respect to the Trademark Collateral;
(e) record the transfer or assignment of the Trademark Collateral with the USPTO and any other applicable governmental authority; and
(f) execute and deliver, in the name and on behalf of the applicable Grantor, any document, instrument, or agreement necessary or advisable to effectuate the foregoing.
5.3 Application of Proceeds. All proceeds realized by the Collateral Agent from the exercise of its remedies hereunder shall be applied in the manner set forth in the Credit Agreement and the Pledge and Security Agreement.
Section 6. Term
6.1 Effectiveness. This Trademark Security Agreement shall become effective upon execution and delivery by each Grantor and the Collateral Agent and shall remain in full force and effect until the Termination Date (as defined below).
6.2 Termination. This Trademark Security Agreement shall terminate on the date (the "Termination Date") on which (i) all Obligations (as defined in the Credit Agreement) have been indefeasibly paid and satisfied in full in cash, (ii) all commitments of the Lenders under the Credit Agreement have been irrevocably terminated, and (iii) no letter of credit or other contingent obligation remains outstanding under the Credit Agreement (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted).
6.3 Release and Re-Recording. Upon the occurrence of the Termination Date, the Collateral Agent agrees, at the sole cost and expense of the Grantors, to (a) execute and deliver to the Grantors any and all instruments, releases, termination statements, and other documents reasonably necessary or advisable to evidence and effectuate the release and termination of the security interest created hereby, and (b) authorize the re-recording of such release at the USPTO to remove any record of the Collateral Agent's security interest in the Trademark Collateral.
SCHEDULE A
Registered Trademarks and Trademark Applications
The following is a complete listing of all trademarks, service marks, and trade names that are registered with the United States Patent and Trademark Office, or for which applications for registration are pending with the United States Patent and Trademark Office, owned by each Grantor as of July 21, 2022:
Verimark Hospitality Group Inc.
VHG Management Services Inc.
Palmetto Beachfront Hotels LLC
Cascadia Hospitality Corp.
Verimark Convention Holdings LLC
Verimark Resort Properties LLC
PART II
PATENT SECURITY AGREEMENT
This PATENT SECURITY AGREEMENT (this "Patent Security Agreement") is entered into as of July 21, 2022, by and among each of the Grantors identified below (each, a "Grantor" and collectively, the "Grantors") and Crescent Harbor Bank, National Association, in its capacity as Collateral Agent (the "Collateral Agent") under the Credit Agreement (as defined below).
Section 1. Parties
1.1 Grantors.  The following entities are the Grantors under this Patent Security Agreement:
(a) Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware, EIN 82-3741956, with its principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433 ("VHG" or the "Borrower");
(b) Verimark Resort Properties LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433 ("VRP");
(c) VHG Management Services Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433 ("VHG Management");
(d) Verimark Convention Holdings LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433 ("VCH");
(e) Palmetto Beachfront Hotels LLC, a limited liability company duly organized and existing under the laws of the State of Florida, with its principal offices located at 3900 Collins Avenue, Suite 200, Miami Beach, Florida 33140 ("Palmetto"); and
(f) Cascadia Hospitality Corp., a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1201 Third Avenue, Suite 2800, Seattle, Washington 98101 ("Cascadia").
1.2 Secured Party / Collateral Agent
The Secured Party and Collateral Agent under this Patent Security Agreement is:
Crescent Harbor Bank, National Association, a national banking association organized and existing under the laws of the United States of America, acting in its capacity as Collateral Agent under the Credit Agreement, with offices at 600 Lexington Avenue, 34th Floor, New York, New York 10022 (in such capacity, the "Collateral Agent").
Section 2. Recitals
WHEREAS, Verimark Hospitality Group Inc. (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the several Lenders from time to time party thereto have entered into that certain Senior Secured Term Loan B Credit Agreement, dated as of July 21, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders have agreed to make term loans to the Borrower in an aggregate principal amount of Seven Hundred Million Dollars ($700,000,000);
WHEREAS, the Grantors and the Collateral Agent have entered into that certain Pledge and Security Agreement, dated as of July 21, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Pledge and Security Agreement"), pursuant to which the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in substantially all of their respective assets, including, without limitation, all intellectual property and rights related thereto;
WHEREAS, this Patent Security Agreement is supplemental to the Pledge and Security Agreement and is being executed and delivered for filing with the United States Patent and Trademark Office (the "USPTO") in order to perfect the Collateral Agent's security interest in the Grantors' issued patents and patent applications, as more particularly described herein and on Schedule B attached hereto;
WHEREAS, the Collateral Agent and Crescent Harbor Bank, National Association, in its capacity as agent under the Revolving Credit Agreement, have entered into that certain Amended and Restated Intercreditor Agreement, dated as of July 21, 2022 (the "Intercreditor Agreement"), pursuant to which the collateral securing the Term Loan B and the Four Hundred Million Dollar ($400,000,000) revolving credit facility is held and shared on a pari passu basis; and
WHEREAS, it is a condition precedent to the obligations of the Lenders under the Credit Agreement that the Grantors shall have executed and delivered this Patent Security Agreement and that the same be filed with the USPTO.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor and the Collateral Agent hereby agree as follows:
Section 3. Grant of Security Interest in Patents
3.1 Grant of Security Interest. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties under the Credit Agreement, a continuing first-priority security interest in and lien upon all of the following property and assets of such Grantor, whether now owned or existing or hereafter acquired or arising (collectively, the "Patent Collateral"):
(a) all letters patent of the United States that have been issued to such Grantor, including without limitation those patents listed and described on Schedule B attached hereto, as the same may be amended or supplemented from time to time;
(b) all applications for letters patent of the United States filed by such Grantor with the USPTO, including without limitation those applications listed and described on Schedule B attached hereto, as the same may be amended or supplemented from time to time;
(c) all reissues, continuations, continuations-in-part, divisions, extensions, renewals, and substitutions of or relating to any of the foregoing patents and patent applications;
(d) all income, royalties, damages, and payments now or hereafter due and/or payable with respect to any of the patents and patent applications described in clauses (a) through (c) above, including, without limitation, damages and payments for past, present, or future infringement thereof;
(e) all claims, causes of action, and rights to sue for damages for past, present, and future infringement, misappropriation, or other violation of any of the foregoing patents, including all rights to obtain injunctive and other equitable relief in connection therewith;
(f) all rights to sue for past, present, and future infringement of such patents, whether arising under federal, state, or common law; and
(g) all proceeds of the foregoing, including, without limitation, license royalties, sublicense fees, and proceeds of infringement suits, damages awards, settlements, and other recoveries of any nature.
3.2 After-Acquired Property. The security interest granted hereunder shall attach to all Patent Collateral hereafter acquired or arising, including without limitation any new patents issued to, or patent applications filed by, any Grantor after the date hereof, automatically and without any further action by any Grantor or the Collateral Agent, subject to the Grantors' obligation to deliver supplemental Patent Security Agreements as provided in Section 4(d) below.
Section 4. Grantors' Covenants Regarding Patents
Each Grantor hereby covenants and agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:
(a) Maintenance of Patents. Each Grantor shall use commercially reasonable efforts to maintain each of its issued patents listed on Schedule B hereto (and any patents hereafter issued to such Grantor) in full force and effect. Without limiting the generality of the foregoing, each Grantor shall timely pay all maintenance fees, annuity fees, and any other fees required by the USPTO to keep such patents in force, and shall make all necessary filings and submissions to the USPTO to maintain the validity and enforceability of such patents.
(b) No Abandonment. No Grantor shall abandon any issued patent or patent application listed on Schedule B hereto, or allow any such patent or application to lapse or become unenforceable through failure to take any required action, without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld, conditioned, or delayed), unless such abandonment is permitted under the terms of the Credit Agreement or the Pledge and Security Agreement.
(c) Infringement Notification and Enforcement. Each Grantor shall promptly notify the Collateral Agent in writing upon becoming aware of (i) any infringement or misappropriation of any patent that is part of the Patent Collateral, (ii) any claim or action brought by a third party alleging that any Grantor's products or services infringe or misappropriate the patent rights of such third party, or (iii) any proceeding before the Patent Trial and Appeal Board, any inter partes review, any post-grant review, or any court of competent jurisdiction involving any such patent. Each Grantor shall take commercially reasonable steps to protect and enforce its rights in the Patent Collateral.
(d) Supplemental Filings. Each Grantor shall, within thirty (30) days following the end of each fiscal quarter (or such longer period as may be agreed to by the Collateral Agent), execute and deliver to the Collateral Agent one or more supplemental patent security agreements, in form and substance reasonably satisfactory to the Collateral Agent, covering any and all patents issued to, or patent applications filed by, such Grantor with the USPTO during the preceding fiscal quarter, together with updated schedules reflecting such additions. The Collateral Agent shall be authorized to file such supplemental patent security agreements with the USPTO.
Section 5. Remedies
5.1 Remedies Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement), the Collateral Agent shall be entitled to exercise all rights and remedies available to it under the Pledge and Security Agreement, this Patent Security Agreement, applicable law (including, without limitation, Article 9 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction), Title 35 of the United States Code, and any other applicable federal or state statute, rule, or regulation, all of which rights and remedies shall be cumulative and not exclusive of any other rights or remedies available at law or in equity.
5.2 Disposition of Patent Collateral. Without limiting the generality of Section 5.1, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, subject to the terms of the Credit Agreement, the Pledge and Security Agreement, and the Intercreditor Agreement, to:
(a) take control of, use, operate, practice, and manage the Patent Collateral and exercise any and all rights of the Grantors in and to the Patent Collateral;
(b) grant licenses, sublicenses, or other rights in the Patent Collateral to third parties;
(c) sell, assign, transfer, or otherwise dispose of all or any portion of the Patent Collateral, at public or private sale, in one or more transactions, for cash or on credit, at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable;
(d) collect any and all royalties, license fees, damages, proceeds of suits, and other amounts payable with respect to the Patent Collateral;
(e) record the transfer or assignment of the Patent Collateral with the USPTO and any other applicable governmental authority; and
(f) execute and deliver, in the name and on behalf of the applicable Grantor, any document, instrument, or agreement necessary or advisable to effectuate the foregoing.
5.3 Application of Proceeds. All proceeds realized by the Collateral Agent from the exercise of its remedies hereunder shall be applied in the manner set forth in the Credit Agreement and the Pledge and Security Agreement.
Section 6. Term
6.1 Effectiveness. This Patent Security Agreement shall become effective upon execution and delivery by each Grantor and the Collateral Agent and shall remain in full force and effect until the Termination Date (as defined below).
6.2 Termination. This Patent Security Agreement shall terminate on the date (the "Termination Date") on which (i) all Obligations (as defined in the Credit Agreement) have been indefeasibly paid and satisfied in full in cash, (ii) all commitments of the Lenders under the Credit Agreement have been irrevocably terminated, and (iii) no letter of credit or other contingent obligation remains outstanding under the Credit Agreement (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted).
6.3 Release and Re-Recording. Upon the occurrence of the Termination Date, the Collateral Agent agrees, at the sole cost and expense of the Grantors, to (a) execute and deliver to the Grantors any and all instruments, releases, termination statements, and other documents reasonably necessary or advisable to evidence and effectuate the release and termination of the security interest created hereby, and (b) authorize the re-recording of such release at the USPTO to remove any record of the Collateral Agent's security interest in the Patent Collateral.
SCHEDULE B
Issued Patents and Patent Applications
The following is a complete listing of all patents issued by, and patent applications pending before, the United States Patent and Trademark Office, owned by each Grantor as of July 21, 2022:
Verimark Hospitality Group Inc.
VHG Management Services Inc.
Verimark Resort Properties LLC
Verimark Convention Holdings LLC
Palmetto Beachfront Hotels LLC
Cascadia Hospitality Corp.
Note: Verimark Resort Properties LLC, Verimark Convention Holdings LLC, Palmetto Beachfront Hotels LLC, and Cascadia Hospitality Corp. do not own any issued patents or pending patent applications with the United States Patent and Trademark Office as of the date hereof. To the extent any such Grantor acquires or files a patent or patent application after the date hereof, such Grantor shall execute and deliver a supplemental Patent Security Agreement in accordance with Section 4(d) above.
PART III
COPYRIGHT SECURITY AGREEMENT
This COPYRIGHT SECURITY AGREEMENT (this "Copyright Security Agreement") is entered into as of July 21, 2022, by and among each of the Grantors identified below (each, a "Grantor" and collectively, the "Grantors") and Crescent Harbor Bank, National Association, in its capacity as Collateral Agent (the "Collateral Agent") under the Credit Agreement (as defined below).
Section 1. Parties
1.1 Grantors.  The following entities are the Grantors under this Copyright Security Agreement:
(a) Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware, EIN 82-3741956, with its principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433 ("VHG" or the "Borrower");
(b) Verimark Resort Properties LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433 ("VRP");
(c) VHG Management Services Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433 ("VHG Management");
(d) Verimark Convention Holdings LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433 ("VCH");
(e) Palmetto Beachfront Hotels LLC, a limited liability company duly organized and existing under the laws of the State of Florida, with its principal offices located at 3900 Collins Avenue, Suite 200, Miami Beach, Florida 33140 ("Palmetto"); and
(f) Cascadia Hospitality Corp., a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1201 Third Avenue, Suite 2800, Seattle, Washington 98101 ("Cascadia").
1.2 Secured Party / Collateral Agent
The Secured Party and Collateral Agent under this Copyright Security Agreement is:
Crescent Harbor Bank, National Association, a national banking association organized and existing under the laws of the United States of America, acting in its capacity as Collateral Agent under the Credit Agreement, with offices at 600 Lexington Avenue, 34th Floor, New York, New York 10022 (in such capacity, the "Collateral Agent").
Section 2. Recitals
WHEREAS, Verimark Hospitality Group Inc. (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the several Lenders from time to time party thereto have entered into that certain Senior Secured Term Loan B Credit Agreement, dated as of July 21, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders have agreed to make term loans to the Borrower in an aggregate principal amount of Seven Hundred Million Dollars ($700,000,000);
WHEREAS, the Grantors and the Collateral Agent have entered into that certain Pledge and Security Agreement, dated as of July 21, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Pledge and Security Agreement"), pursuant to which the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in substantially all of their respective assets, including, without limitation, all intellectual property and rights related thereto;
WHEREAS, this Copyright Security Agreement is supplemental to the Pledge and Security Agreement and is being executed and delivered for recordation with the United States Copyright Office (the "Copyright Office") in order to perfect the Collateral Agent's security interest in the Grantors' registered copyrights and copyright applications, as more particularly described herein and on Schedule C attached hereto;
WHEREAS, the Collateral Agent and Crescent Harbor Bank, National Association, in its capacity as agent under the Revolving Credit Agreement, have entered into that certain Amended and Restated Intercreditor Agreement, dated as of July 21, 2022 (the "Intercreditor Agreement"), pursuant to which the collateral securing the Term Loan B and the Four Hundred Million Dollar ($400,000,000) revolving credit facility is held and shared on a pari passu basis; and
WHEREAS, it is a condition precedent to the obligations of the Lenders under the Credit Agreement that the Grantors shall have executed and delivered this Copyright Security Agreement and that the same be recorded with the Copyright Office.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor and the Collateral Agent hereby agree as follows:
Section 3. Grant of Security Interest in Copyrights
3.1 Grant of Security Interest. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties under the Credit Agreement, a continuing first-priority security interest in and lien upon all of the following property and assets of such Grantor, whether now owned or existing or hereafter acquired or arising (collectively, the "Copyright Collateral"):
(a) all copyrights that are registered with the United States Copyright Office as of the date hereof, including without limitation those copyrights listed and described on Schedule C attached hereto, as the same may be amended or supplemented from time to time;
(b) all applications for registration of copyrights pending before the United States Copyright Office as of the date hereof, including without limitation those applications listed and described on Schedule C attached hereto, as the same may be amended or supplemented from time to time;
(c) all renewals and extensions of any of the foregoing copyrights and copyright applications;
(d) all income, royalties, damages, and payments now or hereafter due and/or payable with respect to any of the copyrights and copyright applications described in clauses (a) through (c) above, including, without limitation, damages and payments for past, present, or future infringement thereof;
(e) all claims, causes of action, and rights to sue for damages for past, present, and future infringement, misappropriation, or other violation of any of the foregoing copyrights, including all rights to obtain injunctive and other equitable relief in connection therewith;
(f) all rights to sue for past, present, and future infringement of such copyrights, whether arising under federal, state, or common law; and
(g) all proceeds of the foregoing, including, without limitation, license royalties, sublicense fees, and proceeds of infringement suits, damages awards, settlements, and other recoveries of any nature.
3.2 After-Acquired Property. The security interest granted hereunder shall attach to all Copyright Collateral hereafter acquired or arising, including without limitation any new copyright registrations or applications filed by any Grantor after the date hereof, automatically and without any further action by any Grantor or the Collateral Agent, subject to the Grantors' obligation to deliver supplemental Copyright Security Agreements as provided in Section 4(d) below.
Section 4. Grantors' Covenants Regarding Copyrights
Each Grantor hereby covenants and agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:
(a) Maintenance of Registrations. Each Grantor shall use commercially reasonable efforts to maintain each of its copyright registrations listed on Schedule C hereto (and any copyright registrations hereafter obtained by such Grantor) in full force and effect. Each Grantor shall make all necessary renewal filings with the Copyright Office and pay all fees associated therewith in a timely manner.
(b) No Abandonment. No Grantor shall abandon any registered copyright or copyright application listed on Schedule C hereto, or take any action (or fail to take any action) that would cause any such copyright registration to lapse, be cancelled, or otherwise become unenforceable, without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld, conditioned, or delayed), unless such abandonment is permitted under the terms of the Credit Agreement or the Pledge and Security Agreement.
(c) Infringement Notification and Enforcement. Each Grantor shall promptly notify the Collateral Agent in writing upon becoming aware of (i) any infringement, misappropriation, or other unauthorized use of any copyrighted work that is part of the Copyright Collateral, (ii) any claim or action brought by a third party alleging that any Grantor's use of any copyrighted material infringes the rights of such third party, or (iii) any proceeding before any court of competent jurisdiction or administrative body involving any such copyright. Each Grantor shall take commercially reasonable steps to protect and enforce its rights in the Copyright Collateral.
(d) Supplemental Filings. Each Grantor shall, within thirty (30) days following the end of each fiscal quarter (or such longer period as may be agreed to by the Collateral Agent), execute and deliver to the Collateral Agent one or more supplemental copyright security agreements, in form and substance reasonably satisfactory to the Collateral Agent, covering any and all copyright registrations obtained by, or copyright applications filed by, such Grantor with the Copyright Office during the preceding fiscal quarter, together with updated schedules reflecting such additions. The Collateral Agent shall be authorized to record such supplemental copyright security agreements with the Copyright Office.
Section 5. Remedies
5.1 Remedies Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement), the Collateral Agent shall be entitled to exercise all rights and remedies available to it under the Pledge and Security Agreement, this Copyright Security Agreement, applicable law (including, without limitation, Article 9 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction), Title 17 of the United States Code, and any other applicable federal or state statute, rule, or regulation, all of which rights and remedies shall be cumulative and not exclusive of any other rights or remedies available at law or in equity.
5.2 Disposition of Copyright Collateral. Without limiting the generality of Section 5.1, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, subject to the terms of the Credit Agreement, the Pledge and Security Agreement, and the Intercreditor Agreement, to:
(a) take control of, use, reproduce, distribute, publicly perform, publicly display, and manage the Copyright Collateral and exercise any and all rights of the Grantors in and to the Copyright Collateral;
(b) grant licenses, sublicenses, or other rights in the Copyright Collateral to third parties;
(c) sell, assign, transfer, or otherwise dispose of all or any portion of the Copyright Collateral, at public or private sale, in one or more transactions, for cash or on credit, at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable;
(d) collect any and all royalties, license fees, damages, proceeds of suits, and other amounts payable with respect to the Copyright Collateral;
(e) record the transfer or assignment of the Copyright Collateral with the Copyright Office and any other applicable governmental authority; and
(f) execute and deliver, in the name and on behalf of the applicable Grantor, any document, instrument, or agreement necessary or advisable to effectuate the foregoing.
5.3 Application of Proceeds. All proceeds realized by the Collateral Agent from the exercise of its remedies hereunder shall be applied in the manner set forth in the Credit Agreement and the Pledge and Security Agreement.
Section 6. Term
6.1 Effectiveness. This Copyright Security Agreement shall become effective upon execution and delivery by each Grantor and the Collateral Agent and shall remain in full force and effect until the Termination Date (as defined below).
6.2 Termination. This Copyright Security Agreement shall terminate on the date (the "Termination Date") on which (i) all Obligations (as defined in the Credit Agreement) have been indefeasibly paid and satisfied in full in cash, (ii) all commitments of the Lenders under the Credit Agreement have been irrevocably terminated, and (iii) no letter of credit or other contingent obligation remains outstanding under the Credit Agreement (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted).
6.3 Release and Re-Recording. Upon the occurrence of the Termination Date, the Collateral Agent agrees, at the sole cost and expense of the Grantors, to (a) execute and deliver to the Grantors any and all instruments, releases, termination statements, and other documents reasonably necessary or advisable to evidence and effectuate the release and termination of the security interest created hereby, and (b) authorize the recordation of such release with the United States Copyright Office to remove any record of the Collateral Agent's security interest in the Copyright Collateral.
SCHEDULE C
Registered Copyrights and Copyright Applications
The following is a complete listing of all copyrights registered with, and copyright applications pending before, the United States Copyright Office, owned by each Grantor as of July 21, 2022:
Verimark Hospitality Group Inc.
VHG Management Services Inc.
Palmetto Beachfront Hotels LLC
Cascadia Hospitality Corp.
Verimark Convention Holdings LLC
Verimark Resort Properties LLC
Note: Schedules have been populated based on the Grantors' actual registered copyright portfolio as reflected in the Perfection Certificate dated July 21, 2022. To the extent any Grantor acquires or files a copyright registration or application after the date hereof, such Grantor shall execute and deliver a supplemental Copyright Security Agreement in accordance with Section 4(d) above.
PART IV
GENERAL PROVISIONS
(Applicable to the Trademark Security Agreement, Patent Security Agreement, and Copyright Security Agreement)
The following general provisions apply to each of the Trademark Security Agreement (Part I), the Patent Security Agreement (Part II), and the Copyright Security Agreement (Part III) set forth above (collectively, the "IP Security Agreements" and each, an "IP Security Agreement").
Section 1. Relationship to Pledge and Security Agreement
1.1 Supplemental Nature. Each of the IP Security Agreements is supplemental to, and not in limitation of, the Pledge and Security Agreement, dated as of July 21, 2022, by and among the Grantors and the Collateral Agent. The security interests granted in each IP Security Agreement are in addition to, and not in lieu of, the security interests granted in the Pledge and Security Agreement. Nothing contained in any IP Security Agreement shall be construed to limit, restrict, or otherwise modify the scope of the security interests granted under the Pledge and Security Agreement or to diminish any rights or remedies of the Collateral Agent or the Secured Parties thereunder.
1.2 Conflicts. In the event of any conflict or inconsistency between the terms or provisions of any IP Security Agreement and the terms or provisions of the Pledge and Security Agreement, the terms and provisions of the Pledge and Security Agreement shall govern and control in all respects.
1.3 Defined Terms. All capitalized terms used in the IP Security Agreements and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement, dated as of July 21, 2022, or the Pledge and Security Agreement, dated as of July 21, 2022, as applicable. In the event of any conflict between the definitions set forth in the Credit Agreement and the definitions set forth in the Pledge and Security Agreement, the definitions set forth in the Credit Agreement shall control.
Section 2. Secured Obligations
2.1 Scope of Secured Obligations. The security interests granted in each IP Security Agreement secure all "Obligations" as defined in the Credit Agreement, including, without limitation:
(a) all principal, interest (including any interest accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding, whether or not a claim for such interest is allowed in such proceeding), fees, costs, and other amounts now or hereafter owing by the Borrower or any Guarantor under the Credit Agreement, the notes issued thereunder, and each other Loan Document (as defined in the Credit Agreement);
(b) all amounts owed under the $700,000,000 Senior Secured Term Loan B, including all scheduled and unscheduled principal payments, all interest payments, all prepayment premiums (if any), all default interest, and all fees payable to the Administrative Agent and the Lenders;
(c) all obligations of the Guarantors under the Guarantee Agreement, dated as of July 21, 2022, including all guaranty obligations in respect of the Borrower's Obligations;
(d) all costs, expenses, and indemnification obligations payable by the Borrower or any Guarantor to the Collateral Agent, the Administrative Agent, or any Lender under the Credit Agreement and the other Loan Documents, including all reasonable attorneys' fees and expenses incurred by the Collateral Agent in enforcing the security interests granted herein; and
(e) all other Obligations (as defined in the Credit Agreement) now existing or hereafter arising.
2.2 Pari Passu Treatment. The security interests granted herein are pari passu with the security interests securing the $400,000,000 revolving credit facility provided under the Revolving Credit Agreement, dated as of July 21, 2022, in accordance with and subject to the terms and provisions of the Amended and Restated Intercreditor Agreement, dated as of July 21, 2022, among the Collateral Agent and Crescent Harbor Bank, National Association, in its capacity as agent under the Revolving Credit Agreement.
Section 3. Filing and Recording
3.1 Authorization to File and Record. Each Grantor hereby authorizes the Collateral Agent and its counsel, Calderwood & Harkness LLP, acting in its capacity as counsel to the Borrower and the Grantors in connection with the Credit Agreement, to file, record, and register the following documents with the applicable governmental authorities:
(a) USPTO — Trademarks. The Trademark Security Agreement (Part I), together with Schedule A, shall be filed with the United States Patent and Trademark Office via the Electronic Trademark Assignment System (ETAS), together with the applicable USPTO Recordation Cover Sheet for Trademarks, to record the Collateral Agent's security interest in the Trademark Collateral.
(b) USPTO — Patents. The Patent Security Agreement (Part II), together with Schedule B, shall be filed with the United States Patent and Trademark Office via the Patent Assignment Recordation System (EPAS), together with the applicable USPTO Recordation Cover Sheet for Patents, to record the Collateral Agent's security interest in the Patent Collateral.
(c) U.S. Copyright Office. The Copyright Security Agreement (Part III), together with Schedule C, shall be recorded with the United States Copyright Office via the electronic recordation system, together with the applicable Copyright Office Recordation Cover Sheet, to record the Collateral Agent's security interest in the Copyright Collateral.
3.2 Cross-Reference to UCC Filings. In addition to the filings and recordations described in Section 3.1 above, the Grantors and the Collateral Agent acknowledge that the following UCC-1 financing statements have been or are being contemporaneously filed on July 21, 2022, each covering all personal property collateral (including intellectual property) of the applicable debtor:
(a) UCC-1 Financing Statements filed with the Delaware Secretary of State, Division of Corporations, naming the following entities as debtors: Verimark Hospitality Group Inc., Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, and Cascadia Hospitality Corp.; and
(b) UCC-1 Financing Statement filed with the Florida Secured Transaction Registry, naming Palmetto Beachfront Hotels LLC as debtor.
Each such UCC-1 financing statement names Crescent Harbor Bank, National Association, as Collateral Agent, as secured party and covers all assets and personal property of the applicable debtor, including all intellectual property rights, in each case as more particularly described in such financing statements.
3.3 Supplemental Filings. Each Grantor agrees to cooperate with the Collateral Agent and its counsel in making any supplemental or amended filings with the USPTO, the Copyright Office, or any applicable Secretary of State's office that may be necessary or advisable to maintain the perfection and priority of the security interests granted herein.
Section 4. Governing Law
4.1 Governing Law. Each IP Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would require the application of the laws of any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law), consistent with the governing law provisions of the Credit Agreement.
4.2 Jurisdiction. Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, County of New York, and (b) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any IP Security Agreement. Each Grantor hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
4.3 Waiver of Jury Trial. EACH GRANTOR AND THE COLLATERAL AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY IP SECURITY AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE COLLATERAL AGENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THE IP SECURITY AGREEMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.3.
Section 5. Counterparts and Electronic Execution
5.1 Counterparts. Each IP Security Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.
5.2 Electronic Execution. Delivery of an executed counterpart of a signature page of any IP Security Agreement by facsimile transmission, electronic mail in "portable document format" (.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be effective as delivery of a manually executed counterpart of such IP Security Agreement. The words "execution," "signed," "signature," "delivery," and words of like import in or relating to any IP Security Agreement shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SIGNATURE PAGES
IN WITNESS WHEREOF, each of the undersigned has caused this Trademark Security Agreement, Patent Security Agreement, and Copyright Security Agreement to be duly executed as of the date first written above.
GRANTORS:.  
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: Renata Haines
Title: Chief Financial Officer
VERIMARK RESORT PROPERTIES LLC
By: Verimark Hospitality Group Inc., its sole member
By: ________
Name: Renata Haines
Title: Chief Financial Officer of Verimark Hospitality Group Inc., as sole member of Verimark Resort Properties LLC
VHG MANAGEMENT SERVICES INC.
By: ________
Name: Renata Haines
Title: Chief Financial Officer (authorized officer)
VERIMARK CONVENTION HOLDINGS LLC
By: Verimark Hospitality Group Inc., its sole member
By: ________
Name: Renata Haines
Title: Chief Financial Officer of Verimark Hospitality Group Inc., as sole member of Verimark Convention Holdings LLC
PALMETTO BEACHFRONT HOTELS LLC
By: Verimark Resort Properties LLC, its sole member
By: Verimark Hospitality Group Inc., sole member of Verimark Resort Properties LLC
By: ________
Name: Renata Haines
Title: Chief Financial Officer of Verimark Hospitality Group Inc.
CASCADIA HOSPITALITY CORP.
By: ________
Name: Renata Haines
Title: Chief Financial Officer (authorized officer)
SECURED PARTY / COLLATERAL AGENT:
CRESCENT HARBOR BANK, NATIONAL ASSOCIATION, as Collateral Agent
By: ________
Name: Theodore Marchetti
Title: Managing Director, Leveraged Finance
EXHIBIT A
FILING COVER SHEETS
I. USPTO Recordation Cover Sheet — Trademarks
RECORDATION COVER SHEET FOR TRADEMARKS/SERVICE MARKS United States Patent and Trademark Office
Conveyance Type: Security Interest
Conveying Parties (Grantors):
Receiving Party (Secured Party):
Properties (Trademark Registration Numbers and Serial Numbers):
Total Number of Properties: 23
Correspondent:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006
Attention: Sophie Tremblay / Daniel Obi
Telephone: (212) 558-4000
Email: sophie.tremblay@calderwoodharkness.com / daniel.obi@calderwoodharkness.com
Date of Execution of Document: July 21, 2022
Number of Pages (including cover sheet): As attached
II. USPTO Recordation Cover Sheet — Patents
RECORDATION COVER SHEET FOR PATENTS United States Patent and Trademark Office
Conveyance Type: Security Interest
Conveying Parties (Grantors):
Receiving Party (Secured Party):
Properties (Patent Numbers and Application Numbers):
Total Number of Properties: 7
Correspondent:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006
Attention: Sophie Tremblay / Daniel Obi
Telephone: (212) 558-4000
Email: sophie.tremblay@calderwoodharkness.com / daniel.obi@calderwoodharkness.com
Date of Execution of Document: July 21, 2022
Number of Pages (including cover sheet): As attached
Note: Verimark Resort Properties LLC, Verimark Convention Holdings LLC, Palmetto Beachfront Hotels LLC, and Cascadia Hospitality Corp. are included as Grantors in the Patent Security Agreement but do not own any issued patents or pending patent applications as of the date hereof.
III. U.S. Copyright Office Recordation Cover Sheet
DOCUMENT COVER SHEET United States Copyright Office Library of Congress
Document Title: Copyright Secur