CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, NY 10006

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, NY 10006
CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGED
INTERNAL MEMORANDUM
July 15, 2022
To: Ian Blackwood, Responsible Partner, Banking & Finance Sophie Tremblay, Lead Associate, Banking & Finance
From: Daniel Obi, Working Associate, Banking & Finance
Re: Lien Search Summary and Analysis — Verimark Hospitality Group Inc. $700,000,000 Senior Secured Term Loan B Refinancing
Engagement No.: 1016-00009
This memorandum is prepared for internal use by Calderwood & Harkness LLP attorneys working on the above-referenced engagement. It constitutes attorney work product and is protected by the attorney-client privilege. This memorandum should not be disclosed to any third party without the prior written consent of the responsible partner.
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I. Executive Summary
The purpose of this memorandum is to summarize and analyze the results of comprehensive lien, judgment, litigation, and bankruptcy searches conducted in connection with the proposed $700,000,000 Senior Secured Term Loan B refinancing (the "New TLB" or the "Facility") by Verimark Hospitality Group Inc. ("VHG" or the "Borrower"). Crescent Harbor Bank, N.A. will serve as Administrative Agent and Collateral Agent under the New TLB. The refinancing is currently expected to close on July 21, 2022 (the "Closing Date").
Searches were conducted in four states — Delaware, Florida, New York, and California — encompassing filings at the state level (Secretaries of State and equivalent filing offices) and at the county level (county clerks, county recorders, and circuit courts) in each jurisdiction where the Borrower, the Guarantors, or their respective real property assets are located.
The searches cover VHG, a Delaware corporation (EIN: 82-3741956; Delaware File Number: 7291843), and all five entities that will serve as Guarantors under the New TLB:
(i) Verimark Resort Properties LLC ("VRP"), a Delaware limited liability company;
(ii) VHG Management Services Inc. ("VHG Mgmt"), a Delaware corporation;
(iii) Verimark Convention Holdings LLC ("VCH"), a Delaware limited liability company;
(iv) Palmetto Beachfront Hotels LLC ("Palmetto"), a Florida limited liability company; and
(v) Cascadia Hospitality Corp. ("Cascadia"), a Delaware corporation.
The principal findings of the searches are as follows:
Existing UCC-1 Financing Statements (Greystone Federal Credit Corp.). Existing UCC-1 financing statements filed by Greystone Federal Credit Corp. ("Greystone") as secured party were identified against VHG and each of the five Guarantors in connection with the existing $625,000,000 Senior Secured Term Loan B (CUSIP: 92347LAA0), which was originally closed on February 14, 2020 (the "Existing TLB"). These filings consist of blanket lien filings covering all assets of the respective debtors. All six Greystone UCC-1 filings are expected to be terminated via UCC-3 termination statements upon payoff and discharge of the Existing TLB on the Closing Date.
Existing UCC-1 Financing Statements (Crescent Harbor Bank, N.A. — RCF). Existing UCC-1 financing statements filed by Crescent Harbor Bank, N.A. ("Crescent Harbor") in its capacity as collateral agent under the existing $400,000,000 revolving credit facility (the "RCF") were also identified against VHG and each Guarantor. The RCF shares collateral with the Existing TLB on a pari passu basis, and these UCC-1 filings will remain in place following the Closing Date. The pari passu treatment of the RCF liens and the New TLB liens will be governed by the Amended and Restated Intercreditor Agreement to be executed on the Closing Date.
No Federal or State Tax Liens. No federal tax liens or state tax liens were identified against VHG or any Guarantor in any jurisdiction searched.
No Judgment Liens. No judgment liens were identified against VHG or any Guarantor in any jurisdiction searched, whether in state or federal courts.
No Adverse Pending Litigation. No pending litigation was identified that would give rise to a lien on, or claim against, the collateral to be pledged under the New TLB.
No Bankruptcy Filings. No bankruptcy filings were found for VHG or any Guarantor in the PACER system.
IP Security Interest (Greystone). An existing intellectual property security interest recorded with the United States Patent and Trademark Office ("USPTO") in favor of Greystone was identified. This security interest will be released upon payoff of the Existing TLB, and a new IP security agreement will be filed with the USPTO and the U.S. Copyright Office in favor of Crescent Harbor (as Collateral Agent).
In summary, the lien search results confirm that no adverse liens, encumbrances, or impediments exist that would prevent the granting of first-priority security interests in favor of Crescent Harbor Bank, N.A. (as Collateral Agent) under the New TLB, subject to the continued existence of the pari passu RCF liens, which will be addressed by the Amended and Restated Intercreditor Agreement.
II. Scope of Searches
A. Debtor Entities Searched
The following table sets forth each debtor entity for which lien, judgment, litigation, and bankruptcy searches were conducted, together with such entity's full legal name, entity type, jurisdiction of organization, and employer identification number or state file number, as applicable:
VHG is the Borrower and parent holding company of the Verimark Hospitality Group enterprise. VRP is the principal property-owning subsidiary, holding title to 42 of the 74 hotel properties in the VHG portfolio, with an aggregate appraised value of approximately $2.18 billion as of the most recent independent appraisal conducted in connection with the New TLB. VHG Mgmt provides management and operational services across the portfolio. VCH owns and operates convention and event center facilities associated with certain of the hotel properties. Palmetto owns and operates 12 Florida coastal resort properties, predominantly along the Atlantic coast from Miami-Dade County through Palm Beach County, with additional properties in the Tampa Bay area and the Florida Panhandle. Cascadia owns and operates 8 hotel properties in the Pacific Northwest, located in Washington and Oregon.
B. Jurisdictions Searched
Lien searches were conducted in the following jurisdictions:
Delaware Secretary of State. Entity-level UCC searches were conducted with the Division of Corporations of the Delaware Secretary of State for all five Delaware-organized entities: VHG, VRP, VHG Mgmt, VCH, and Cascadia. Delaware is the appropriate filing jurisdiction under Article 9 of the Uniform Commercial Code for UCC financing statements against entities organized under Delaware law, as such filings are properly made in the jurisdiction of the debtor's organization pursuant to UCC Section 9-301(1).
Florida. Searches were conducted through the Florida Secured Transaction Registry (maintained by the Florida Department of State, Division of Corporations) for Palmetto Beachfront Hotels LLC, which is organized under Florida law. Additional county-level searches were conducted in the circuit courts and county recorder offices in each of the Florida counties where Palmetto's 12 Florida hotel properties are situated, including Miami-Dade County, Broward County, Palm Beach County, Hillsborough County, Pinellas County, Escambia County, and Walton County.
New York. Searches were conducted through the New York Department of State UCC filing system for VHG and VRP. Although entity-level UCC filings for these Delaware-organized entities are properly recorded in Delaware, New York searches were conducted to identify any fixture filings, federal tax liens, or judgment liens that may have been filed in New York in connection with the six hotel properties located in the state. County clerk office searches were conducted in New York County, Kings County, Queens County, Westchester County, Nassau County, and Suffolk County, corresponding to the locations of the six New York hotel properties.
California. Searches were conducted through the California Secretary of State UCC filing system for VHG and VRP. As with New York, entity-level UCC filings for these Delaware-organized entities are properly recorded in Delaware; California searches were conducted to identify any fixture filings, tax liens, or judgment liens filed at the county level. County recorder office searches were conducted in Los Angeles County, San Francisco County, San Diego County, Orange County, and Santa Barbara County, corresponding to the locations of the five California hotel properties owned by VRP. California is of particular relevance because it is a deed of trust jurisdiction, and the mortgage security instruments for California properties take the form of deeds of trust.
C. Types of Searches Conducted
The following categories of searches were conducted for each debtor entity in each applicable jurisdiction:
UCC Financing Statement Searches. Searches for all UCC-1 financing statements and UCC-3 amendments, continuations, assignments, and termination statements on file against each debtor entity with the applicable Secretary of State or equivalent filing office, and at the county level where applicable for fixture filings.
Federal Tax Lien Searches. Searches for notices of federal tax lien filed by the Internal Revenue Service. Under federal law, IRS tax liens against personal property of a corporation or limited liability company are filed with the state filing office designated by the state in which the entity's principal executive office is located, and IRS tax liens against real property are filed with the county recorder or clerk in the county where the real property is situated. Accordingly, federal tax lien searches were conducted at both the state level and the county level, as applicable.
State Tax Lien Searches. Searches for state tax liens filed by the tax authorities of Delaware, Florida, New York, and California against each debtor entity.
Judgment Lien Searches. Searches of federal and state court judgment dockets for any outstanding judgments docketed against each debtor entity. At the federal level, searches were conducted in the U.S. District Courts for the District of Delaware, the Southern District of Florida, the Southern District of New York, the Eastern District of New York, the Central District of California, the Northern District of California, and the Southern District of California. At the state level, searches were conducted in the Delaware Superior Court and Court of Chancery, the Florida circuit courts in the applicable counties, the New York Supreme Court in the applicable counties, and the California Superior Courts in the applicable counties.
Litigation Searches. Searches for pending lawsuits filed against each debtor entity in the federal and state courts referenced above, to identify any litigation that could give rise to a lien on or claim against the collateral.
Bankruptcy Searches. Searches of the Public Access to Court Electronic Records ("PACER") system for any bankruptcy petitions (voluntary or involuntary) filed by or against any debtor entity in any U.S. Bankruptcy Court.
intellectual Property Lien Searches. Searches of the USPTO assignment database for any security interests recorded against trademarks, service marks, and patents owned by VHG and the Guarantors. Searches of the U.S. Copyright Office records for any recorded security interests in copyrighted works owned by VHG and the Guarantors.
Search Date. All searches were run during the period of July 12 through July 14, 2022, and results were received and compiled through July 15, 2022. It should be noted that there may be a filing gap between the date of our searches and the Closing Date of July 21, 2022; accordingly, we recommend that bring-down searches be conducted at or immediately prior to closing, as discussed further in Section XII below.
III. UCC Search Results
A. Delaware Secretary of State
1. Filings Against Verimark Hospitality Group Inc.  Two active UCC-1 financing statements were identified on file with the Delaware Secretary of State against Verimark Hospitality Group Inc., as follows:
Filing No. 1: Greystone Federal Credit Corp. (Existing TLB Secured Party)
UCC-1 Filing Number: 2020-0871234
Filing Date: February 14, 2020
Filing Office: Delaware Secretary of State, Division of Corporations
Debtor: Verimark Hospitality Group Inc., 2400 Glades Road, Suite 300, Boca Raton, FL 33431
Secured Party: Greystone Federal Credit Corp., 200 Park Avenue South, 22nd Floor, New York, NY 10003
Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired, including without limitation all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters of credit, money, oil, gas, and other minerals, and all proceeds and products thereof (blanket lien language consistent with the Security Agreement dated as of February 14, 2020, in connection with the Existing TLB).
Status: Active. No UCC-3 amendments, continuations, or termination statements on file.
Disposition: To be terminated via UCC-3 termination statement filed on or promptly following July 21, 2022, upon payoff and discharge of the Existing TLB.
Filing No. 2: Crescent Harbor Bank, N.A. (RCF Collateral Agent)
UCC-1 Filing Number: 2020-0882156
Filing Date: February 14, 2020
Filing Office: Delaware Secretary of State, Division of Corporations
Debtor: Verimark Hospitality Group Inc., 2400 Glades Road, Suite 300, Boca Raton, FL 33431
Secured Party: Crescent Harbor Bank, N.A. (as Collateral Agent), 600 Lexington Avenue, 34th Floor, New York, NY 10022
Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired, including without limitation all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters of credit, money, oil, gas, and other minerals, and all proceeds and products thereof (blanket lien in connection with the $400,000,000 revolving credit facility).
Status: Active. No UCC-3 amendments, continuations, or termination statements on file.
Disposition: To remain in place. This filing secures the RCF obligations, which will continue following the Closing Date. A new UCC-1 financing statement will be filed on July 21, 2022, naming Crescent Harbor Bank, N.A. (as Collateral Agent) as secured party in connection with the New TLB. The pari passu treatment of the RCF liens and the New TLB liens will be governed by the Amended and Restated Intercreditor Agreement to be executed on the Closing Date.
No other UCC-1 financing statements, UCC-3 amendments, or other UCC filings were identified against Verimark Hospitality Group Inc. with the Delaware Secretary of State.
2. Filings Against Verimark Resort Properties LLC.  Two active UCC-1 financing statements were identified on file with the Delaware Secretary of State against Verimark Resort Properties LLC, as follows:
Filing No. 1: Greystone Federal Credit Corp. (Existing TLB Secured Party)
UCC-1 Filing Number: 2020-0871247
Filing Date: February 14, 2020
Filing Office: Delaware Secretary of State, Division of Corporations
Debtor: Verimark Resort Properties LLC, 2400 Glades Road, Suite 300, Boca Raton, FL 33431
Secured Party: Greystone Federal Credit Corp., 200 Park Avenue South, 22nd Floor, New York, NY 10003
Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired (blanket lien consistent with the Existing TLB security agreement).
Status: Active. To be terminated via UCC-3 termination statement on or promptly following July 21, 2022.
Filing No. 2: Crescent Harbor Bank, N.A. (RCF Collateral Agent)
UCC-1 Filing Number: 2020-0882169
Filing Date: February 14, 2020
Filing Office: Delaware Secretary of State, Division of Corporations
Debtor: Verimark Resort Properties LLC, 2400 Glades Road, Suite 300, Boca Raton, FL 33431
Secured Party: Crescent Harbor Bank, N.A. (as Collateral Agent), 600 Lexington Avenue, 34th Floor, New York, NY 10022
Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired (blanket lien in connection with the RCF).
Status: Active. To remain in place.
No other UCC filings were identified against Verimark Resort Properties LLC with the Delaware Secretary of State.
3. Filings Against VHG Management Services Inc.  Two active UCC-1 financing statements were identified on file with the Delaware Secretary of State against VHG Management Services Inc., as follows:
Filing No. 1: Greystone Federal Credit Corp. (Existing TLB Secured Party)
UCC-1 Filing Number: 2020-0871253
Filing Date: February 14, 2020
Filing Office: Delaware Secretary of State, Division of Corporations
Debtor: VHG Management Services Inc., 2400 Glades Road, Suite 300, Boca Raton, FL 33431
Secured Party: Greystone Federal Credit Corp., 200 Park Avenue South, 22nd Floor, New York, NY 10003
Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired (blanket lien consistent with the Existing TLB security agreement).
Status: Active. To be terminated via UCC-3 termination statement on or promptly following July 21, 2022.
Filing No. 2: Crescent Harbor Bank, N.A. (RCF Collateral Agent)
UCC-1 Filing Number: 2020-0882175
Filing Date: February 14, 2020
Filing Office: Delaware Secretary of State, Division of Corporations
Debtor: VHG Management Services Inc., 2400 Glades Road, Suite 300, Boca Raton, FL 33431
Secured Party: Crescent Harbor Bank, N.A. (as Collateral Agent), 600 Lexington Avenue, 34th Floor, New York, NY 10022
Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired (blanket lien in connection with the RCF).
Status: Active. To remain in place.
No other UCC filings were identified against VHG Management Services Inc. with the Delaware Secretary of State.
4. Filings Against Verimark Convention Holdings LLC.  Two active UCC-1 financing statements were identified on file with the Delaware Secretary of State against Verimark Convention Holdings LLC, as follows:
Filing No. 1: Greystone Federal Credit Corp. (Existing TLB Secured Party)
UCC-1 Filing Number: 2020-0871268
Filing Date: February 14, 2020
Filing Office: Delaware Secretary of State, Division of Corporations
Debtor: Verimark Convention Holdings LLC, 2400 Glades Road, Suite 300, Boca Raton, FL 33431
Secured Party: Greystone Federal Credit Corp., 200 Park Avenue South, 22nd Floor, New York, NY 10003
Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired (blanket lien consistent with the Existing TLB security agreement).
Status: Active. To be terminated via UCC-3 termination statement on or promptly following July 21, 2022.
Filing No. 2: Crescent Harbor Bank, N.A. (RCF Collateral Agent)
UCC-1 Filing Number: 2020-0882181
Filing Date: February 14, 2020
Filing Office: Delaware Secretary of State, Division of Corporations
Debtor: Verimark Convention Holdings LLC, 2400 Glades Road, Suite 300, Boca Raton, FL 33431
Secured Party: Crescent Harbor Bank, N.A. (as Collateral Agent), 600 Lexington Avenue, 34th Floor, New York, NY 10022
Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired (blanket lien in connection with the RCF).
Status: Active. To remain in place.
No other UCC filings were identified against Verimark Convention Holdings LLC with the Delaware Secretary of State.
5. Filings Against Cascadia Hospitality Corp.  Two active UCC-1 financing statements were identified on file with the Delaware Secretary of State against Cascadia Hospitality Corp., as follows:
Filing No. 1: Greystone Federal Credit Corp. (Existing TLB Secured Party)
UCC-1 Filing Number: 2020-0871279
Filing Date: February 14, 2020
Filing Office: Delaware Secretary of State, Division of Corporations
Debtor: Cascadia Hospitality Corp., 2400 Glades Road, Suite 300, Boca Raton, FL 33431
Secured Party: Greystone Federal Credit Corp., 200 Park Avenue South, 22nd Floor, New York, NY 10003
Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired (blanket lien consistent with the Existing TLB security agreement).
Status: Active. To be terminated via UCC-3 termination statement on or promptly following July 21, 2022.
Filing No. 2: Crescent Harbor Bank, N.A. (RCF Collateral Agent)
UCC-1 Filing Number: 2020-0882197
Filing Date: February 14, 2020
Filing Office: Delaware Secretary of State, Division of Corporations
Debtor: Cascadia Hospitality Corp., 2400 Glades Road, Suite 300, Boca Raton, FL 33431
Secured Party: Crescent Harbor Bank, N.A. (as Collateral Agent), 600 Lexington Avenue, 34th Floor, New York, NY 10022
Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired (blanket lien in connection with the RCF).
Status: Active. To remain in place.
No other UCC filings were identified against Cascadia Hospitality Corp. with the Delaware Secretary of State.
B. Florida Secured Transaction Registry
1. Filings Against Palmetto Beachfront Hotels LLC.  Two active UCC-1 financing statements were identified on file with the Florida Secured Transaction Registry (Florida Department of State, Division of Corporations) against Palmetto Beachfront Hotels LLC, as follows:
Filing No. 1: Greystone Federal Credit Corp. (Existing TLB Secured Party)
UCC-1 Filing Number: 202002141872
Filing Date: February 14, 2020
Filing Office: Florida Department of State, Division of Corporations, Florida Secured Transaction Registry
Debtor: Palmetto Beachfront Hotels LLC, 2400 Glades Road, Suite 300, Boca Raton, FL 33431
Secured Party: Greystone Federal Credit Corp., 200 Park Avenue South, 22nd Floor, New York, NY 10003
Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired (blanket lien consistent with the Existing TLB security agreement).
Status: Active. To be terminated via UCC-3 termination statement on or promptly following July 21, 2022.
Filing No. 2: Crescent Harbor Bank, N.A. (RCF Collateral Agent)
UCC-1 Filing Number: 202002141903
Filing Date: February 14, 2020
Filing Office: Florida Department of State, Division of Corporations, Florida Secured Transaction Registry
Debtor: Palmetto Beachfront Hotels LLC, 2400 Glades Road, Suite 300, Boca Raton, FL 33431
Secured Party: Crescent Harbor Bank, N.A. (as Collateral Agent), 600 Lexington Avenue, 34th Floor, New York, NY 10022
Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired (blanket lien in connection with the RCF).
Status: Active. To remain in place.
No other UCC filings were identified against Palmetto Beachfront Hotels LLC with the Florida Secured Transaction Registry.
C. New York Department of State
Searches were conducted through the New York Department of State UCC filing system for Verimark Hospitality Group Inc. and Verimark Resort Properties LLC, as these entities own or operate six hotel properties located in the State of New York. No UCC-1 financing statements or other UCC filings were found in New York against either entity. This result is consistent with the proper filing protocol under UCC Article 9, as both VHG and VRP are organized under Delaware law, and entity-level UCC filings are required to be made in the debtor's jurisdiction of organization — i.e., with the Delaware Secretary of State.
County-level fixture filings may exist in connection with the Greystone mortgages recorded against the six New York hotel properties. Any such fixture filings are being addressed separately in the mortgage and title deliverables workstream and are not the subject of this memorandum. The title search reports prepared by Continental Fidelity Title Company for the New York properties will provide a complete record of all recorded instruments affecting those properties.
D. California Secretary of State
Searches were conducted through the California Secretary of State UCC filing system for Verimark Hospitality Group Inc. and Verimark Resort Properties LLC, as VRP owns five hotel properties located in the State of California. No UCC-1 financing statements or other UCC filings were found in California against either entity at the state level. As with the New York results, this is consistent with the proper UCC Article 9 filing protocol, as entity-level filings for Delaware-organized entities are made with the Delaware Secretary of State.
County-level fixture filings are being addressed in the mortgage recording workstream. California is a deed of trust jurisdiction, and the existing Greystone security instruments recorded against the five California hotel properties take the form of deeds of trust with assignment of rents. These instruments, and any associated fixture filings, will be released upon payoff of the Existing TLB and will be replaced by new deeds of trust in favor of Crescent Harbor Bank, N.A. (as Collateral Agent).
E. Summary Table of UCC Filings
The following table summarizes all UCC-1 financing statements identified in the searches:
In total, twelve active UCC-1 financing statements were identified across all jurisdictions searched. Six filings (one per debtor entity) name Greystone Federal Credit Corp. as secured party and are to be terminated upon payoff of the Existing TLB on July 21, 2022. Six filings (one per debtor entity) name Crescent Harbor Bank, N.A. (as Collateral Agent for the RCF) as secured party and will remain in place following closing. Six new UCC-1 financing statements will be filed on the Closing Date naming Crescent Harbor Bank, N.A. (as Collateral Agent for the New TLB) as secured party — five with the Delaware Secretary of State (for VHG, VRP, VHG Mgmt, VCH, and Cascadia) and one with the Florida Secured Transaction Registry (for Palmetto).
IV. Federal Tax Lien Search Results
A. Methodology.  Federal tax lien searches were conducted with the Internal Revenue Service through the applicable filing offices. Under the Federal Tax Lien Act (26 U.S.C. Section 6323), notices of federal tax lien against personal property of a corporation, limited liability company, or other entity are filed with the designated state office in the state where the entity's principal executive office is located. Notices of federal tax lien against real property are filed with the county recorder or clerk in the county where the real property is situated.
Accordingly, federal tax lien searches were conducted as follows:
(i) Delaware Secretary of State — for all Delaware-organized entities (VHG, VRP, VHG Mgmt, VCH, and Cascadia), as VHG's principal executive office is located in Boca Raton, Florida, but Delaware is the state of organization and federal tax lien searches are customarily run in both the state of organization and the state of the principal executive office;
(ii) Florida — through the Florida Department of State and the county recorder offices in Palm Beach County (location of VHG's principal executive office in Boca Raton) and each county where Palmetto hotel properties are situated;
(iii) New York — through the county clerk offices in New York County, Kings County, Queens County, Westchester County, Nassau County, and Suffolk County, corresponding to the locations of the six New York hotel properties; and
(iv) California — through the county recorder offices in Los Angeles County, San Francisco County, San Diego County, Orange County, and Santa Barbara County, corresponding to the locations of the five California hotel properties.
Search parameters included the full legal names of each debtor entity, employer identification numbers (where applicable), and known trade names or d/b/a names.
B. Results.  No federal tax liens were found against Verimark Hospitality Group Inc. (EIN: 82-3741956) or any of the five Guarantor entities in any jurisdiction searched. The searches were conducted using VHG's confirmed EIN and the full legal names of each entity, and the results were verified across all applicable filing offices. The absence of federal tax liens is consistent with VHG's representations in the draft Credit Agreement and the borrower's officer certificate delivered in connection with the due diligence process.
V. State Tax Lien Search Results
A. Methodology.  State tax lien searches were conducted in all four states in which lien searches were performed. In Delaware, state tax lien searches were conducted through the Delaware Secretary of State and the Delaware Department of Finance. In Florida, searches were conducted through the Florida Department of Revenue and the Florida Department of State. In New York, searches were conducted through the New York State Department of Taxation and Finance and the applicable county clerk offices. In California, searches were conducted through the California Franchise Tax Board and the applicable county recorder offices.
B. Results.  No state tax liens were found against Verimark Hospitality Group Inc. or any of the five Guarantor entities in any jurisdiction searched. The searches encompassed all applicable state tax lien filing offices in Delaware, Florida, New York, and California, and no liens for unpaid state income taxes, franchise taxes, sales taxes, or other state tax obligations were identified.
VI. Judgment Lien Search Results
A. Methodology.  Judgment lien searches were conducted in both federal and state courts across the relevant jurisdictions. Specifically, the following courts were searched:
Federal Courts:
•  U.S. District Court for the District of Delaware
•  U.S. District Court for the Southern District of Florida
•  U.S. District Court for the Middle District of Florida
•  U.S. District Court for the Southern District of New York
•  U.S. District Court for the Eastern District of New York
•  U.S. District Court for the Central District of California
•  U.S. District Court for the Northern District of California
•  U.S. District Court for the Southern District of California
State Courts:
•  Delaware Superior Court (New Castle County)
•  Delaware Court of Chancery
•  Florida Circuit Courts in Miami-Dade County, Broward County, Palm Beach County, Hillsborough County, Pinellas County, Escambia County, and Walton County
•  New York Supreme Court in New York County, Kings County, Queens County, Westchester County, Nassau County, and Suffolk County
•  California Superior Courts in Los Angeles County, San Francisco County, San Diego County, Orange County, and Santa Barbara County
Searches were conducted for all six debtor entities using exact legal name matches and known name variations. The search period covered a minimum of the preceding ten (10) years.
B. Results.  No judgment liens were found against Verimark Hospitality Group Inc. or any of the five Guarantor entities in any jurisdiction searched. No outstanding judgments were identified in any federal or state court that would constitute an encumbrance on the assets or properties of any debtor entity or otherwise impair the grant of security interests under the New TLB.
VII. Litigation Search Results
A. Methodology.  Pending litigation searches were conducted through the PACER system for all federal courts and through state court docket search systems in Delaware, Florida, New York, and California. Searches were performed for VHG and all five Guarantor entities, using exact legal names, known trade names, abbreviations, and any known prior names. The purpose of these searches was to identify any pending lawsuits or contested matters that could give rise to a lien on, or claim against, the collateral to be pledged under the New TLB, or that could represent a material adverse condition affecting the Borrower or any Guarantor.
B. Results.  No pending litigation was identified that would give rise to a lien on, or claim against, the collateral to be pledged under the New TLB. No lis pendens filings, mechanic's lien claims, or other litigation-related encumbrances were found in connection with any of the hotel properties or other assets of VHG or the Guarantors.
It should be noted that VHG, as a large-scale hospitality enterprise operating 74 hotel properties across the United States, is subject to routine litigation in the ordinary course of business. VHG's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, disclose various pending matters, including premises liability claims, slip-and-fall actions, employment-related disputes, and other claims of the type commonly associated with the hospitality industry. Based on our review, none of these disclosed matters involve liens on collateral, and none have resulted in judgments that would constitute adverse encumbrances on the assets of VHG or any Guarantor. VHG has represented in the draft Credit Agreement (Section 5.06 — Litigation) that there are no actions, suits, or proceedings pending or, to the knowledge of VHG, threatened against or affecting VHG or any subsidiary that could reasonably be expected to result in a Material Adverse Effect.
Our searches are consistent with these representations, and the litigation search results do not raise any concerns with respect to the lien and collateral structure of the New TLB.
VIII. Bankruptcy Search Results
A. Methodology.  Bankruptcy case searches were conducted through the PACER system (Public Access to Court Electronic Records) for all six debtor entities — VHG, VRP, VHG Mgmt, VCH, Palmetto, and Cascadia. Searches encompassed all U.S. Bankruptcy Courts nationwide and included both voluntary and involuntary petition filings. Search parameters included the exact legal name of each entity, employer identification numbers, and known name variations.
B. Results.  No bankruptcy filings were found for Verimark Hospitality Group Inc. or any of the five Guarantor entities. No voluntary petitions, involuntary petitions, or other bankruptcy case filings were identified in any U.S. Bankruptcy Court. This result is consistent with VHG's representations in the draft Credit Agreement (Section 5.04 — No Default; Solvency) and the solvency certificate to be delivered at closing.
IX. Intellectual Property Lien Search Results
A. Methodology.  Searches were conducted of the USPTO assignment database to identify any recorded security interests in trademarks, service marks, and patents owned by VHG and the Guarantors. The search covered all registered trademarks and pending applications associated with the "Verimark" brand family, including the following principal marks:
•  VERIMARK (Reg. No. 4,721,385)
•  VERIMARK RESORTS (Reg. No. 4,721,402)
•  VERIMARK SELECT (Reg. No. 5,103,876)
•  VERIMARK CONVENTION CENTERS (Reg. No. 5,210,449)
•  PALMETTO COLLECTION BY VERIMARK (Reg. No. 5,412,773)
•  CASCADIA LODGE (Reg. No. 5,501,284)
Additionally, searches of the U.S. Copyright Office records were conducted to identify any recorded security interests in copyrighted works (including marketing materials, proprietary software, and audiovisual content) owned by VHG or the Guarantors.
B. Results.  An existing intellectual property security interest was identified, recorded with the USPTO in favor of Greystone Federal Credit Corp. The security interest was recorded on or about February 18, 2020, pursuant to the IP Security Agreement dated as of February 14, 2020, executed by VHG in favor of Greystone in connection with the Existing TLB. The recorded instrument covers all registered trademarks and service marks owned by VHG (including the marks listed above), together with all goodwill associated therewith.
This IP security interest will be released upon payoff and discharge of the Existing TLB on the Closing Date. Greystone has agreed, pursuant to the Payoff Letter, to execute and deliver all documents necessary to release and terminate the IP security interest, including a trademark security interest release to be recorded with the USPTO.
A new IP Security Agreement will be executed on the Closing Date by VHG in favor of Crescent Harbor Bank, N.A. (as Collateral Agent), covering all registered trademarks, service marks, patents, and copyrights owned by VHG and the Guarantors. The new IP Security Agreement will be recorded with the USPTO and the U.S. Copyright Office. The preparation and filing of the new IP security instruments is being handled separately and is documented in the IP Security Agreement Filing memorandum maintained in the engagement file.
No other IP security interests were identified in the USPTO assignment database or in the U.S. Copyright Office records.
X. Existing Liens to Be Terminated Upon Payoff
A. Summary of Greystone Liens
Upon the closing of the New TLB and the concurrent payoff and discharge of the Existing TLB on July 21, 2022, the following liens held by Greystone Federal Credit Corp. will be terminated and released:
UCC-1 Financing Statements. All six UCC-1 financing statements filed by Greystone (five with the Delaware Secretary of State and one with the Florida Secured Transaction Registry) will be terminated via UCC-3 termination statements. The UCC-3 termination statements have been prepared by this firm and will be filed on or promptly following the Closing Date. Copies of the draft UCC-3 termination statements are included in the closing binder under Tab 14.
Mortgages and Deeds of Trust. All mortgages and deeds of trust recorded in favor of Greystone in connection with the Existing TLB will be released and discharged. Greystone holds recorded mortgages (or, in the case of California, deeds of trust) against 42 hotel properties owned by VRP and Palmetto, located across 12 states: Florida (12 properties), 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). Mortgage releases, satisfactions of mortgage, reconveyances, and other applicable release instruments will be recorded in the county offices in each of these states following the Closing Date. The preparation and recording of these instruments is being coordinated with local counsel in each jurisdiction and with Continental Fidelity Title Company.
IP Security Interest. The intellectual property security interest recorded with the USPTO in favor of Greystone will be released. A trademark security interest release instrument has been prepared for execution by Greystone and recording with the USPTO.
Payoff Letter. The Payoff Letter with Greystone Federal Credit Corp. has been finalized and is dated July 19, 2022. The Payoff Letter was negotiated with Marion Stillwell, Vice President, Agency Services, at Greystone. The Payoff Letter provides for Greystone's authorization of all lien releases and UCC-3 terminations upon receipt of the total payoff amount, which is calculated as follows:
The Payoff Letter specifies that the payoff amount is to be paid by wire transfer of immediately available funds to an account designated by Greystone, and that upon receipt of the payoff amount, Greystone will be deemed to have authorized the filing of UCC-3 termination statements, the recording of mortgage releases, and the release of all other liens and security interests held in connection with the Existing TLB.
In addition to the Payoff Letter, a Lien Release and Termination Authorization is being prepared for execution by Greystone on the Closing Date. This instrument will provide an express authorization and direction from Greystone (as retiring secured party and collateral agent) to file all UCC-3 termination statements, record all mortgage releases, and release all IP security interests. The form of Lien Release and Termination Authorization has been circulated to Greystone's counsel (Whitfield & Associates LLP) and is expected to be finalized prior to the Closing Date.
B. Liens to Remain in Place
The following liens will remain in place following the closing of the New TLB:
UCC-1 Financing Statements (RCF). The six UCC-1 financing statements filed in favor of Crescent Harbor Bank, N.A. (as Collateral Agent for the RCF) — five with the Delaware Secretary of State and one with the Florida Secured Transaction Registry — will remain in place. These filings secure the obligations under the existing $400,000,000 revolving credit facility, which will continue in effect following the closing of the New TLB.
Mortgages (RCF). The mortgages and deeds of trust recorded in favor of Crescent Harbor Bank, N.A. (as Collateral Agent for the RCF) against the 42 mortgaged hotel properties will remain in place. In certain jurisdictions, the new TLB mortgages will be filed alongside the existing RCF mortgages; in other jurisdictions, the existing RCF mortgages may be amended and restated to cover both the RCF and the New TLB obligations. The specific approach for each jurisdiction is being coordinated with local counsel and is documented in the mortgage recording workstream.
Intercreditor Agreement. The pari passu treatment of the RCF liens and the New TLB liens will be governed by the Amended and Restated Intercreditor Agreement, to be executed on the Closing Date by Crescent Harbor Bank, N.A. in its dual capacity as (i) Administrative Agent and Collateral Agent under the New TLB, and (ii) Administrative Agent and Collateral Agent under the RCF. The Amended and Restated Intercreditor Agreement will provide, among other things, for the equal and ratable sharing of all first-lien collateral, the appointment of a single collateral agent to hold and administer the liens for the benefit of both the TLB lenders and the RCF lenders, and the procedures for enforcement, application of proceeds, and release of collateral.
XI. New Lien Filings Required
The following lien filings are required to be made in connection with the closing of the New TLB on July 21, 2022:
New UCC-1 Financing Statements. Six new UCC-1 financing statements are to be filed on the Closing Date naming Crescent Harbor Bank, N.A. (as Collateral Agent) as secured party, as follows:
Each UCC-1 financing statement will contain a blanket lien collateral description consistent with the Security Agreement to be executed on the Closing Date, covering all assets of the respective debtor, whether now owned or hereafter acquired. Draft UCC-1 financing statements have been prepared and are included in the closing binder under Tab 15.
New Mortgages and Deeds of Trust. New mortgages (or, in the case of California, deeds of trust) are to be recorded in favor of Crescent Harbor Bank, N.A. (as Collateral Agent) against 42 hotel properties located across 12 states:
The recording of the new mortgage instruments is subject to the post-closing deadline of August 5, 2022, as set forth in the Post-Closing Letter Agreement executed on the Closing Date. The New TLB Credit Agreement provides that the failure to record the new mortgages by the post-closing deadline will constitute an Event of Default, subject to customary grace periods. Local counsel in each jurisdiction have been engaged to prepare and record the mortgage instruments, and Continental Fidelity Title Company will issue title insurance policies and endorsements for all 42 mortgaged properties.
New IP Security Agreement. A new IP Security Agreement is to be executed on the Closing Date by VHG in favor of Crescent Harbor Bank, N.A. (as Collateral Agent), covering all registered trademarks, service marks, patents, and copyrights owned by VHG and the Guarantors. The IP Security Agreement will be recorded with the USPTO (for trademarks and patents) and with the U.S. Copyright Office (for copyrighted works). The form of IP Security Agreement is included in the closing binder under Tab 17.
Title Insurance. Title insurance policies and endorsements are to be issued by Continental Fidelity Title Company, 1221 Brickell Avenue, Suite 900, Miami, FL 33131, for all 42 mortgaged properties. The title policies will insure the first-lien priority of the New TLB mortgages, subject to the pari passu RCF mortgages and such other permitted liens and encumbrances as are identified in the title commitments and approved by the Collateral Agent. Continental Fidelity is in the process of finalizing title commitments for all properties, and pro forma title policies have been circulated for review by borrower's counsel and lender's counsel.
XII. Conclusions and Recommendations
Based on the comprehensive lien, judgment, litigation, and bankruptcy searches summarized in this memorandum, we conclude as follows:
1. Existing Liens. The only material existing liens identified against VHG and the Guarantors are (i) the Greystone TLB liens (UCC-1 financing statements, mortgages, deeds of trust, and IP security interests) in connection with the Existing TLB, and (ii) the Crescent Harbor RCF liens (UCC-1 financing statements and mortgages) in connection with the existing $400,000,000 revolving credit facility. The Greystone TLB liens are to be terminated upon payoff and discharge on the Closing Date. The Crescent Harbor RCF liens are to remain in place on a pari passu basis with the New TLB liens, as governed by the Amended and Restated Intercreditor Agreement.
2. No Adverse Liens. No federal tax liens, state tax liens, judgment liens, or pending litigation-related liens were identified against VHG or any Guarantor in any jurisdiction searched. No bankruptcy filings were found for any debtor entity. The search results do not reveal any encumbrances or impediments that would impair the grant of first-priority security interests in favor of Crescent Harbor Bank, N.A. (as Collateral Agent) under the New TLB.
3. Recommendations. We recommend the following actions in connection with the closing of the New TLB:
(a) UCC-3 Termination Statements. File UCC-3 termination statements for all six Greystone UCC-1 financing statements (five with the Delaware Secretary of State and one with the Florida Secured Transaction Registry) on or promptly following the Closing Date of July 21, 2022, upon receipt of Greystone's Lien Release and Termination Authorization and confirmation of receipt of the payoff amount.
(b) New UCC-1 Financing Statements. File six new UCC-1 financing statements naming Crescent Harbor Bank, N.A. (as Collateral Agent) as secured party on the Closing Date, with the applicable filing offices as set forth in Section XI above.
(c) Mortgage Recordings. Record new mortgages, deeds of trust, and security deeds in favor of Crescent Harbor Bank, N.A. (as Collateral Agent) in all 12 states where the 42 mortgaged hotel properties are located, in each case on or before the post-closing deadline of August 5, 2022, as set forth in the Post-Closing Letter Agreement.
(d) IP Security Agreement Filings. Record the new IP Security Agreement with the USPTO and the U.S. Copyright Office in favor of Crescent Harbor Bank, N.A. (as Collateral Agent) promptly following the Closing Date.
(e) Bring-Down Searches. Conduct updated (bring-down) lien searches at or immediately prior to closing to confirm that no intervening liens have been filed since the date of these searches (July 12-14, 2022). Given that there will be a gap of approximately one week between the search date and the Closing Date, bring-down searches are advisable to ensure that no new UCC filings, tax liens, judgment liens, or other encumbrances have been recorded in the interim. We recommend that bring-down searches be run no earlier than July 19, 2022, and that the results be reviewed prior to the funding of the New TLB on July 21, 2022.
(f) Post-Closing Confirmation. Following the Closing Date, confirm that all UCC-3 termination statements have been filed and accepted by the applicable filing offices, that all new UCC-1 financing statements have been filed and assigned filing numbers, and that all mortgage releases and new mortgage recordings have been completed within the post-closing deadlines. Certified copies of all filed instruments should be obtained and maintained in the engagement file.
We will continue to coordinate with borrower's counsel (Feldstein, Blake & Garrison LLP), Greystone's counsel (Whitfield & Associates LLP), and Continental Fidelity Title Company to ensure the timely completion of all lien-related deliverables in connection with the Closing Date. Please let us know if you have any questions or if you would like to discuss any of the matters addressed in this memorandum.
Appendix A — Schedule of UCC Filings Identified
The following table sets forth all UCC filings identified in the searches conducted in connection with this memorandum:
Key: DE SOS = Delaware Secretary of State, Division of Corporations FL STR = Florida Department of State, Division of Corporations, Florida Secured Transaction Registry
Appendix B — Search Request Parameters
1. Search Firms and Databases Utilized
The following search firms, online databases, and jurisdictional sources were utilized in connection with the lien, judgment, litigation, and bankruptcy searches summarized in this memorandum:
2. Names and Name Variations Searched
For each debtor entity, searches were conducted using the following names and name variations:
Verimark Hospitality Group Inc.
•  Verimark Hospitality Group Inc.
•  Verimark Hospitality Group, Inc.
•  Verimark Hospitality Group
•  Verimark Hospitality Grp Inc
•  VHG Inc.
•  Verimark Group Inc.
Verimark Resort Properties LLC
•  Verimark Resort Properties LLC
•  Verimark Resort Properties, LLC
•  Verimark Resort Properties
•  Verimark Resort Props LLC
•  VRP LLC
VHG Management Services Inc.
•  VHG Management Services Inc.
•  VHG Management Services, Inc.
•  VHG Management Services
•  VHG Mgmt Services Inc.
•  VHG Mgmt Services
Verimark Convention Holdings LLC
•  Verimark Convention Holdings LLC
•  Verimark Convention Holdings, LLC
•  Verimark Convention Holdings
•  VCH LLC
Palmetto Beachfront Hotels LLC
•  Palmetto Beachfront Hotels LLC
•  Palmetto Beachfront Hotels, LLC
•  Palmetto Beachfront Hotels
•  Palmetto Hotels LLC
•  Palmetto BH LLC
Cascadia Hospitality Corp.
•  Cascadia Hospitality Corp.
•  Cascadia Hospitality Corporation
•  Cascadia Hospitality
•  Cascadia Corp.
No prior names or name changes were identified for any debtor entity based on our review of the organizational documents and good standing certificates obtained in connection with the due diligence process.
3. Date Range Parameters
All searches were conducted without a date range limitation (i.e., searches covered the entire filing history available in each database or filing office), except as follows:
•  Judgment lien searches covered a minimum of the preceding ten (10) years (July 2012 through July 2022).
•  Litigation searches covered a minimum of the preceding ten (10) years (July 2012 through July 2022), with selected searches extended to cover the preceding fifteen (15) years where database records permitted.
•  Bankruptcy searches were conducted without date limitation across all PACER-accessible records.
4. Filing Office Contacts
The following contacts were utilized at each Secretary of State or filing office for purposes of confirming search results and resolving any discrepancies:
Appendix C — Copies of Search Reports
Copies of all original lien search reports, judgment search certificates, litigation search reports, bankruptcy search results, and IP lien search results are maintained in the working file under Engagement No. 1016-00009 at the offices of Calderwood & Harkness LLP. These documents are available upon request from Daniel Obi (ext. 4871) or the document management team (SC-DocMgmt@calderwoodharkness.com). The original search reports are organized as follows:
Binder 1 — UCC Search Reports
•  Tab 1: Delaware Secretary of State — VHG
•  Tab 2: Delaware Secretary of State — VRP
•  Tab 3: Delaware Secretary of State — VHG Mgmt
•  Tab 4: Delaware Secretary of State — VCH
•  Tab 5: Delaware Secretary of State — Cascadia
•  Tab 6: Florida Secured Transaction Registry — Palmetto
•  Tab 7: New York Department of State — VHG and VRP
•  Tab 8: California Secretary of State — VHG and VRP
Binder 2 — Tax Lien Search Reports
•  Tab 9: Federal tax lien search certificates (all jurisdictions)
•  Tab 10: State tax lien search certificates (all jurisdictions)
•  Tab 11: County-level tax lien searches (FL, NY, CA)
Binder 3 — Judgment and Litigation Search Reports
•  Tab 12: Federal court judgment and litigation searches (PACER)
•  Tab 13: State court judgment and litigation searches (DE, FL, NY, CA)
Binder 4 — Bankruptcy and IP Search Reports
•  Tab 14: PACER bankruptcy search results
•  Tab 15: USPTO assignment database search results
•  Tab 16: U.S. Copyright Office search results
All documents referenced above are also available in electronic format on the firm's secure document management system under the engagement workspace for 1016-00009.
CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGED This memorandum was prepared by Calderwood & Harkness LLP for the exclusive use of the attorneys identified herein in connection with Engagement No. 1016-00009. Unauthorized disclosure is prohibited.
Entity | Short Name | Entity Type | Jurisdiction of Organization | EIN / State File No.
Verimark Hospitality Group Inc. | VHG | Corporation | Delaware | EIN: 82-3741956; DE File No. 7291843
Verimark Resort Properties LLC | VRP | Limited Liability Company | Delaware | DE File No. 7318562
VHG Management Services Inc. | VHG Mgmt | Corporation | Delaware | DE File No. 7319014
Verimark Convention Holdings LLC | VCH | Limited Liability Company | Delaware | DE File No. 7325478
Palmetto Beachfront Hotels LLC | Palmetto | Limited Liability Company | Florida | FL Doc. No. L20000012347
Cascadia Hospitality Corp. | Cascadia | Corporation | Delaware | DE File No. 7401289
Debtor Entity | Jurisdiction | Secured Party | Filing Number | Filing Date | Collateral | Status | Action Required
VHG | Delaware | Greystone Federal Credit Corp. | 2020-0871234 | 02/14/2020 | All Assets | Active | Terminate (UCC-3)
VHG | Delaware | Crescent Harbor Bank, N.A. (RCF) | 2020-0882156 | 02/14/2020 | All Assets | Active | Retain
VRP | Delaware | Greystone Federal Credit Corp. | 2020-0871247 | 02/14/2020 | All Assets | Active | Terminate (UCC-3)
VRP | Delaware | Crescent Harbor Bank, N.A. (RCF) | 2020-0882169 | 02/14/2020 | All Assets | Active | Retain
VHG Mgmt | Delaware | Greystone Federal Credit Corp. | 2020-0871253 | 02/14/2020 | All Assets | Active | Terminate (UCC-3)
VHG Mgmt | Delaware | Crescent Harbor Bank, N.A. (RCF) | 2020-0882175 | 02/14/2020 | All Assets | Active | Retain
VCH | Delaware | Greystone Federal Credit Corp. | 2020-0871268 | 02/14/2020 | All Assets | Active | Terminate (UCC-3)
VCH | Delaware | Crescent Harbor Bank, N.A. (RCF) | 2020-0882181 | 02/14/2020 | All Assets | Active | Retain
Cascadia | Delaware | Greystone Federal Credit Corp. | 2020-0871279 | 02/14/2020 | All Assets | Active | Terminate (UCC-3)
Cascadia | Delaware | Crescent Harbor Bank, N.A. (RCF) | 2020-0882197 | 02/14/2020 | All Assets | Active | Retain
Palmetto | Florida | Greystone Federal Credit Corp. | 202002141872 | 02/14/2020 | All Assets | Active | Terminate (UCC-3)
Palmetto | Florida | Crescent Harbor Bank, N.A. (RCF) | 202002141903 | 02/14/2020 | All Assets | Active | Retain
Component | Amount
Outstanding Principal | $621,875,000.00
Accrued and Unpaid Interest (through July 21, 2022) | $2,916,667.00 (estimated)
Prepayment Premium (0.50% of $625,000,000) | $3,125,000.00
Total Payoff Amount | $627,916,667.00 (estimated)
Debtor Entity | Filing Office | Scheduled Filing Date
Verimark Hospitality Group Inc. | Delaware Secretary of State | July 21, 2022
Verimark Resort Properties LLC | Delaware Secretary of State | July 21, 2022
VHG Management Services Inc. | Delaware Secretary of State | July 21, 2022
Verimark Convention Holdings LLC | Delaware Secretary of State | July 21, 2022
Cascadia Hospitality Corp. | Delaware Secretary of State | July 21, 2022
Palmetto Beachfront Hotels LLC | Florida Secured Transaction Registry | July 21, 2022
State | Number of Properties | Instrument Type
Florida | 12 | Mortgage
New York | 6 | Mortgage
California | 5 | Deed of Trust
Texas | 4 | Deed of Trust
Georgia | 3 | Security Deed
Colorado | 3 | Deed of Trust
Arizona | 2 | Deed of Trust
Illinois | 2 | Mortgage
Washington | 2 | Deed of Trust
Oregon | 1 | Trust Deed
Nevada | 1 | Deed of Trust
Virginia | 1 | Deed of Trust
Total | 42
Filing Number | Filing Date | Filing Office | Debtor | Secured Party | Collateral Description | Type | Status | Disposition
2020-0871234 | 02/14/2020 | DE SOS | Verimark Hospitality Group Inc. | Greystone Federal Credit Corp. | All Assets (blanket) | UCC-1 | Active | Terminate
2020-0882156 | 02/14/2020 | DE SOS | Verimark Hospitality Group Inc. | Crescent Harbor Bank, N.A. (RCF) | All Assets (blanket) | UCC-1 | Active | Retain
2020-0871247 | 02/14/2020 | DE SOS | Verimark Resort Properties LLC | Greystone Federal Credit Corp. | All Assets (blanket) | UCC-1 | Active | Terminate
2020-0882169 | 02/14/2020 | DE SOS | Verimark Resort Properties LLC | Crescent Harbor Bank, N.A. (RCF) | All Assets (blanket) | UCC-1 | Active | Retain
2020-0871253 | 02/14/2020 | DE SOS | VHG Management Services Inc. | Greystone Federal Credit Corp. | All Assets (blanket) | UCC-1 | Active | Terminate
2020-0882175 | 02/14/2020 | DE SOS | VHG Management Services Inc. | Crescent Harbor Bank, N.A. (RCF) | All Assets (blanket) | UCC-1 | Active | Retain
2020-0871268 | 02/14/2020 | DE SOS | Verimark Convention Holdings LLC | Greystone Federal Credit Corp. | All Assets (blanket) | UCC-1 | Active | Terminate
2020-0882181 | 02/14/2020 | DE SOS | Verimark Convention Holdings LLC | Crescent Harbor Bank, N.A. (RCF) | All Assets (blanket) | UCC-1 | Active | Retain
2020-0871279 | 02/14/2020 | DE SOS | Cascadia Hospitality Corp. | Greystone Federal Credit Corp. | All Assets (blanket) | UCC-1 | Active | Terminate
2020-0882197 | 02/14/2020 | DE SOS | Cascadia Hospitality Corp. | Crescent Harbor Bank, N.A. (RCF) | All Assets (blanket) | UCC-1 | Active | Retain
202002141872 | 02/14/2020 | FL STR | Palmetto Beachfront Hotels LLC | Greystone Federal Credit Corp. | All Assets (blanket) | UCC-1 | Active | Terminate
202002141903 | 02/14/2020 | FL STR | Palmetto Beachfront Hotels LLC | Crescent Harbor Bank, N.A. (RCF) | All Assets (blanket) | UCC-1 | Active | Retain
Search Provider / Source | Type of Search | Jurisdictions Covered
Beaumont Software (Dover, DE) | UCC, federal tax lien, state tax lien | Delaware
Pemberton Health IT (Tallahassee, FL) | UCC, federal tax lien, state tax lien | Florida
Pemberton Health IT (Albany, NY) | UCC, federal tax lien, state tax lien, judgment | New York (state level)
Pemberton Health IT (Sacramento, CA) | UCC, federal tax lien, state tax lien | California (state level)
County-level search agents (various) | Tax lien, judgment, fixture filing | FL, NY, CA counties (as specified in Section II.B)
PACER (Public Access to Court Electronic Records) | Litigation, bankruptcy | All federal courts
Dunmore Data Systems | Litigation docket searches | State courts in DE, FL, NY, CA
USPTO Assignment Search (TSDR / PAIR) | IP security interests | National
U.S. Copyright Office (copyright.gov) | Copyright security interests | National
Filing Office | Contact Name | Telephone
Delaware Secretary of State, Division of Corporations | UCC Search Unit | (302) 739-3073
Florida Department of State, Division of Corporations | Secured Transaction Registry | (850) 245-6052
New York Department of State, Division of Corporations | UCC Records Unit | (518) 473-2492
California Secretary of State, Business Programs Divisio