UCC-1 FINANCING STATEMENTS — DELAWARE SECRETARY OF STATE

UCC-1 FINANCING STATEMENTS — DELAWARE SECRETARY OF STATE
Filed in Connection with the $700,000,000 Senior Secured Term Loan B Credit Agreement dated as of July 21, 2022
Prepared by:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006
Engagement Number: 1016-00009
Filing Date: July 21, 2022
Filing Jurisdiction: Office of the Delaware Secretary of State Division of Corporations UCC Filing Section John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
This compilation contains five (5) UCC-1 Financing Statements filed concurrently on July 21, 2022, in favor of Crescent Harbor Bank, National Association, as Collateral Agent, against the Debtors identified herein.
TRANSMITTAL MEMORANDUM
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, New York 10006
Enclosed for the file please find copies of five (5) UCC-1 Financing Statements filed with the Delaware Secretary of State on July 21, 2022, in connection with the Pledge and Security Agreement dated as of July 21, 2022 (the "Pledge and Security Agreement"), among Verimark Hospitality Group Inc. ("VHG"), its subsidiary guarantors party thereto, and Crescent Harbor Bank, National Association ("Crescent Harbor Bank"), in its capacity as Collateral Agent under the Credit Agreement described below. Each of the five UCC-1 Financing Statements was filed concurrently on the date hereof to perfect the security interests granted by the respective Debtors to the Collateral Agent under the Pledge and Security Agreement.
Credit Agreement. These filings are made in connection with that certain Credit Agreement dated as of July 21, 2022 (the "Credit Agreement"), 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, providing for, among other things, a $700,000,000 senior secured Term Loan B facility. The proceeds of the Term Loan B are being used, in part, to refinance in full the outstanding indebtedness under the existing $625,000,000 Term Loan B facility with Greystone Federal Credit Corp.
Pledge and Security Agreement. The security interests described in the UCC-1 Financing Statements filed herewith are granted pursuant to the Pledge and Security Agreement dated as of July 21, 2022, among each of the Debtors identified below and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties.
Debtors. The following entities, each organized under the laws of the State of Delaware, are named as Debtors in the five UCC-1 Financing Statements filed herewith:
(1) Verimark Hospitality Group Inc. — Delaware corporation (the Borrower under the Credit Agreement);
(2) Verimark Resort Properties LLC — Delaware limited liability company (owner of 42 hotel properties);
(3) VHG Management Services Inc. — Delaware corporation (hotel management subsidiary);
(4) Verimark Convention Holdings LLC — Delaware limited liability company (convention center and event space subsidiary); and
(5) Cascadia Hospitality Corp. — Delaware corporation (Pacific Northwest hotel portfolio operator, 8 properties).
Note Regarding Palmetto Beachfront Hotels LLC. Palmetto Beachfront Hotels LLC is organized under the laws of the State of Florida and is therefore not filed with the Delaware Secretary of State. Pursuant to UCC § 9-301(1) and § 9-307(e), the proper filing jurisdiction for Palmetto Beachfront Hotels LLC is the State of Florida. A separate UCC-1 Financing Statement has been filed with the Florida Secured Transaction Registry on the date hereof. Please refer to the separate document entitled "UCC-1 Financing Statements — Florida Secured Transaction Registry" for details of that filing.
Secured Party. The Secured Party on all five filings is Crescent Harbor Bank, National Association, as Collateral Agent, with an address at 600 Lexington Avenue, 34th Floor, New York, New York 10022.
Termination of Prior Filings. Concurrent with the filing of these five UCC-1 Financing Statements, UCC-3 Termination Statements are being filed to terminate the UCC-1 Financing Statements previously filed in favor of Greystone Federal Credit Corp. as secured party under the prior $625,000,000 Term Loan B facility. The Greystone terminations are authorized by the Lien Release and Termination Authorization dated July 21, 2022, executed by Marion Stillwell, Vice President, Agency Services, Greystone Federal Credit Corp. Please refer to the separate document entitled "UCC-3 Amendments / Terminations — Existing Greystone Liens" for details of those termination filings.
Filing acknowledgments are expected to be received from the Delaware Secretary of State within five (5) to seven (7) business days following submission. Upon receipt, copies will be distributed as noted in the Filing Notes and Instructions section of this compilation.
Please do not hesitate to contact me with any questions.
Daniel Obi Calderwood & Harkness LLP Telephone: (212) 558-4000
Email: dobi@calderwoodharkness.com
UCC-1 FINANCING STATEMENT NO. 1
VERIMARK HOSPITALITY GROUP INC. as Debtor
Section 1: Debtor Information (Box 1 of UCC-1 Form)
The following information is set forth in box 1 of the UCC-1 Financing Statement filed with respect to Verimark Hospitality Group Inc.:
The Debtor's exact legal name as set forth in box 1a above has been verified against the records of the Delaware Division of Corporations and matches the name set forth on the Debtor's certificate of incorporation as currently on file with the Delaware Secretary of State. The name has also been confirmed against the Perfection Certificate delivered by the Debtor pursuant to the Pledge and Security Agreement.
Section 2: Secured Party Information (Box 3 of UCC-1 Form)
The following information is set forth in box 3 of the UCC-1 Financing Statement:
Crescent Harbor Bank, National Association is named as Secured Party in its capacity as Collateral Agent for the benefit of the Secured Parties under, and as defined in, the Credit Agreement and the Pledge and Security Agreement. The designation "as Collateral Agent" reflects the representative capacity in which Crescent Harbor Bank, N.A. holds the security interest on behalf of the Lenders and other Secured Parties.
Section 3: Collateral Description (Box 4 of UCC-1 Form)
The following collateral description is set forth in box 4 of the UCC-1 Financing Statement:
COLLATERAL DESCRIPTION
All assets of the Debtor, whether now owned or hereafter acquired, wherever located, including without limitation all right, title, and interest of the Debtor in and to the following:
(a) All accounts, accounts receivable, payment intangibles, health-care insurance receivables, and all other rights to payment of any kind, whether or not earned by performance, now existing or hereafter arising;
(b) All chattel paper, whether tangible or electronic, including all tangible chattel paper and all electronic chattel paper;
(c) All deposit accounts, including all funds on deposit therein and all certificates of deposit, whether or not the Secured Party has control thereof;
(d) All documents, as defined in Article 9 of the Uniform Commercial Code, including all bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods;
(e) All equipment, including all machinery, tools, furniture, furnishings, vehicles, computers, electronic data processing and other office equipment, and all parts, accessions, accessories, attachments, and other equipment of every kind and nature now or hereafter attached thereto, used in connection therewith, or relating thereto;
(f) All fixtures, including all goods that have become so related to particular real property that an interest in them arises under real property law;
(g) All general intangibles, including without limitation all intellectual property of every kind and nature, whether registered or unregistered, including all patents and patent applications, all trademarks, service marks, trade dress, and trademark applications and registrations, all copyrights and copyright applications and registrations, all trade names, all domain names, all trade secrets and proprietary information, all goodwill associated with any of the foregoing, and all licenses, sublicenses, and other agreements relating to any of the foregoing;
(h) All goods, including all inventory and all equipment, and all accessions to, substitutions for, and replacements of any of the foregoing;
(i) All instruments, including all promissory notes, drafts, and other negotiable and non-negotiable instruments;
(j) All inventory, including all raw materials, work in process, finished goods, returned goods, and all other goods held for sale or lease or to be furnished under contracts of service, and all materials and supplies of every kind and nature used or usable in connection with the manufacture, printing, packing, shipping, advertising, selling, or furnishing of any of the foregoing;
(k) All investment property, including without limitation (i) 100% of the issued and outstanding equity interests (including all capital stock, limited liability company interests, partnership interests, and other ownership interests) in each direct domestic subsidiary of the Debtor, and (ii) 65% of the issued and outstanding voting equity interests (and 100% of the non-voting equity interests) in each first-tier foreign subsidiary of the Debtor, together with all certificates, instruments, and other documents evidencing the foregoing, and all dividends, distributions, cash, and other property received or receivable in respect thereof;
(l) All letter-of-credit rights, whether or not the Debtor is the beneficiary of or has rights in the related letter of credit;
(m) All money, cash, and cash equivalents;
(n) All commercial tort claims, as identified from time to time on a supplement to the Pledge and Security Agreement or otherwise in writing delivered by the Debtor to the Secured Party;
(o) All supporting obligations, including all guarantees, letters of credit, suretyship agreements, and other obligations supporting or securing the payment or performance of any of the foregoing;
(p) All proceeds and products of any and all of the foregoing, in whatever form, including without limitation all insurance proceeds, all cash and non-cash proceeds, all proceeds of proceeds, and all rents, profits, issues, income, royalties, and other amounts payable under or in connection with any of the foregoing; and
(q) All books and records relating to any of the foregoing, including all computer programs, data, and software, and all rights of access to computer programs, data, and software.
The foregoing collateral description is intended to cover all assets and personal property of the Debtor of every kind and nature, wherever located, whether now owned or hereafter acquired, together with all additions, accessions, substitutions, and replacements thereof and thereto and all proceeds and products thereof.
Cross-Reference to Pledge and Security Agreement. All collateral described in, and all security interests granted pursuant to, the Pledge and Security Agreement dated as of July 21, 2022, between the Debtor and the Secured Party, as the same may be amended, restated, supplemented, or otherwise modified from time to time, is hereby covered by this financing statement.
Note Regarding Real Property. This financing statement does not cover real property or interests in real property to the extent not constituting fixtures. Real property interests are separately secured by mortgages, deeds of trust, and other real property security instruments recorded or to be recorded in the applicable county recording offices in the jurisdictions where such real property is located. This financing statement is filed as a fixture filing only to the extent provided in the Pledge and Security Agreement.
Section 4: Filing Information
All filing acknowledgments, stamped copies, and other communications from the Delaware Secretary of State in connection with this filing should be returned to Calderwood & Harkness LLP at the address set forth above.
Section 5: Additional Information (Box 5 / Addendum)
The following additional information is set forth in the UCC-1 Financing Statement Addendum or otherwise noted in connection with this filing:
•  Type of Filing: This is an initial filing (not a continuation statement, amendment, or assignment). No prior UCC-1 Financing Statement is referenced.
•  Debtor Classification: The Debtor is a registered organization organized under the laws of the State of Delaware. Accordingly, under UCC § 9-301(1), the Delaware Secretary of State is the correct filing office for perfection of a security interest in the personal property of the Debtor.
•  Crescent Harbor Bank Internal Loan Number: CHB-LF-2022-07814
•  CUSIP: 92347LAB8
•  Alternative Designation: None. No additional Debtor names, trade names, or assumed names are listed on this filing. The Debtor's trade names, if any, are set forth in the Perfection Certificate delivered pursuant to the Pledge and Security Agreement.
UCC-1 FINANCING STATEMENT NO. 2
VERIMARK RESORT PROPERTIES LLC as Debtor
Section 1: Debtor Information (Box 1 of UCC-1 Form)
The following information is set forth in box 1 of the UCC-1 Financing Statement filed with respect to Verimark Resort Properties LLC:
The Debtor's exact legal name as set forth in box 1a above has been verified against the records of the Delaware Division of Corporations and matches the name set forth on the Debtor's certificate of formation as currently on file with the Delaware Secretary of State. Verimark Resort Properties LLC ("VRP") is a Delaware limited liability company and is a wholly-owned subsidiary of Verimark Hospitality Group Inc. VRP is the direct owner of 42 of the 74 hotel properties within the VHG portfolio, with an aggregate appraised value of approximately $2.18 billion as of the most recent appraisal date. The organizational identification number for VRP will be confirmed upon receipt of the executed Perfection Certificate, which is a condition precedent to the initial borrowing under the Credit Agreement, and will be reflected on the filing as submitted to the Delaware Secretary of State.
Section 2: Secured Party Information (Box 3 of UCC-1 Form)
The following information is set forth in box 3 of the UCC-1 Financing Statement:
The Secured Party information is identical to that set forth in Filing No. 1.
Section 3: Collateral Description (Box 4 of UCC-1 Form)
The following collateral description is set forth in box 4 of the UCC-1 Financing Statement:
COLLATERAL DESCRIPTION
All assets of the Debtor, whether now owned or hereafter acquired, wherever located, including without limitation all right, title, and interest of the Debtor in and to the following:
(a) All accounts, accounts receivable, payment intangibles, health-care insurance receivables, and all other rights to payment of any kind, whether or not earned by performance, now existing or hereafter arising;
(b) All chattel paper, whether tangible or electronic, including all tangible chattel paper and all electronic chattel paper;
(c) All deposit accounts, including all funds on deposit therein and all certificates of deposit, whether or not the Secured Party has control thereof;
(d) All documents, as defined in Article 9 of the Uniform Commercial Code, including all bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods;
(e) All equipment, including all machinery, tools, furniture, furnishings, vehicles, computers, electronic data processing and other office equipment, and all parts, accessions, accessories, attachments, and other equipment of every kind and nature now or hereafter attached thereto, used in connection therewith, or relating thereto;
(f) All fixtures, including all goods that have become so related to particular real property that an interest in them arises under real property law;
(g) All general intangibles, including without limitation all intellectual property of every kind and nature, whether registered or unregistered, including all patents and patent applications, all trademarks, service marks, trade dress, and trademark applications and registrations, all copyrights and copyright applications and registrations, all trade names, all domain names, all trade secrets and proprietary information, all goodwill associated with any of the foregoing, and all licenses, sublicenses, and other agreements relating to any of the foregoing;
(h) All goods, including all inventory and all equipment, and all accessions to, substitutions for, and replacements of any of the foregoing;
(i) All instruments, including all promissory notes, drafts, and other negotiable and non-negotiable instruments;
(j) All inventory, including all raw materials, work in process, finished goods, returned goods, and all other goods held for sale or lease or to be furnished under contracts of service, and all materials and supplies of every kind and nature used or usable in connection with the manufacture, printing, packing, shipping, advertising, selling, or furnishing of any of the foregoing;
(k) All investment property, including without limitation (i) 100% of the issued and outstanding equity interests (including all capital stock, limited liability company interests, partnership interests, and other ownership interests) in each direct domestic subsidiary of the Debtor, and (ii) 65% of the issued and outstanding voting equity interests (and 100% of the non-voting equity interests) in each first-tier foreign subsidiary of the Debtor, together with all certificates, instruments, and other documents evidencing the foregoing, and all dividends, distributions, cash, and other property received or receivable in respect thereof;
(l) All letter-of-credit rights, whether or not the Debtor is the beneficiary of or has rights in the related letter of credit;
(m) All money, cash, and cash equivalents;
(n) All commercial tort claims, as identified from time to time on a supplement to the Pledge and Security Agreement or otherwise in writing delivered by the Debtor to the Secured Party;
(o) All supporting obligations, including all guarantees, letters of credit, suretyship agreements, and other obligations supporting or securing the payment or performance of any of the foregoing;
(p) All proceeds and products of any and all of the foregoing, in whatever form, including without limitation all insurance proceeds, all cash and non-cash proceeds, all proceeds of proceeds, and all rents, profits, issues, income, royalties, and other amounts payable under or in connection with any of the foregoing; and
(q) All books and records relating to any of the foregoing, including all computer programs, data, and software, and all rights of access to computer programs, data, and software.
Without limiting the generality of the foregoing, the collateral covered by this financing statement specifically includes:
(r) All fee simple and leasehold interests in real property to the extent constituting fixtures, including all fixtures located at or appurtenant to the 42 hotel properties owned by the Debtor;
(s) 100% of the equity interests in any direct domestic subsidiaries of Verimark Resort Properties LLC;
(t) All hotel management agreements, franchise agreements, license agreements, area development agreements, and all other contract rights related to the ownership, operation, management, and franchising of the Debtor's hotel properties, including all rights to receive payments, fees, reimbursements, and other amounts thereunder;
(u) All revenues, rents, issues, and profits from the 42 hotel properties owned by VRP, including all room revenues, food and beverage revenues, spa and recreation revenues, parking revenues, conference and banquet revenues, and all other income and receipts arising from the ownership, operation, or leasing of such hotel properties; and
(v) All proceeds and products of any and all of the foregoing, in whatever form.
Cross-Reference to Pledge and Security Agreement. All collateral described in, and all security interests granted pursuant to, the Pledge and Security Agreement dated as of July 21, 2022, between the Debtor and the Secured Party, as the same may be amended, restated, supplemented, or otherwise modified from time to time, is hereby covered by this financing statement.
Note Regarding Real Property. This financing statement does not cover real property or interests in real property to the extent not constituting fixtures. Real property interests are separately secured by mortgages, deeds of trust, and other real property security instruments recorded or to be recorded in the applicable county recording offices.
Section 4: Filing Information
UCC-1 FINANCING STATEMENT NO. 3
VHG MANAGEMENT SERVICES INC. as Debtor
Section 1: Debtor Information (Box 1 of UCC-1 Form)
The following information is set forth in box 1 of the UCC-1 Financing Statement filed with respect to VHG Management Services Inc.:
The Debtor's exact legal name as set forth in box 1a above has been verified against the records of the Delaware Division of Corporations and matches the name set forth on the Debtor's certificate of incorporation as currently on file with the Delaware Secretary of State. VHG Management Services Inc. ("VHG Management") is a Delaware corporation and is the hotel management subsidiary of Verimark Hospitality Group Inc. VHG Management provides management, operational, and administrative services to the hotel properties within the VHG portfolio pursuant to various hotel management agreements. The organizational identification number for VHG Management will be confirmed upon receipt of the executed Perfection Certificate and will be reflected on the filing as submitted to the Delaware Secretary of State.
Section 2: Secured Party Information (Box 3 of UCC-1 Form)
The following information is set forth in box 3 of the UCC-1 Financing Statement:
The Secured Party information is identical to that set forth in Filing No. 1.
Section 3: Collateral Description (Box 4 of UCC-1 Form)
The following collateral description is set forth in box 4 of the UCC-1 Financing Statement:
COLLATERAL DESCRIPTION
All assets of the Debtor, whether now owned or hereafter acquired, wherever located, including without limitation all right, title, and interest of the Debtor in and to the following:
(a) All accounts, accounts receivable, payment intangibles, health-care insurance receivables, and all other rights to payment of any kind, whether or not earned by performance, now existing or hereafter arising;
(b) All chattel paper, whether tangible or electronic, including all tangible chattel paper and all electronic chattel paper;
(c) All deposit accounts, including all funds on deposit therein and all certificates of deposit, whether or not the Secured Party has control thereof;
(d) All documents, as defined in Article 9 of the Uniform Commercial Code, including all bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods;
(e) All equipment, including all machinery, tools, furniture, furnishings, vehicles, computers, electronic data processing and other office equipment, and all parts, accessions, accessories, attachments, and other equipment of every kind and nature now or hereafter attached thereto, used in connection therewith, or relating thereto;
(f) All fixtures, including all goods that have become so related to particular real property that an interest in them arises under real property law;
(g) All general intangibles, including without limitation all intellectual property of every kind and nature, whether registered or unregistered, including all patents and patent applications, all trademarks, service marks, trade dress, and trademark applications and registrations, all copyrights and copyright applications and registrations, all trade names, all domain names, all trade secrets and proprietary information, all goodwill associated with any of the foregoing, and all licenses, sublicenses, and other agreements relating to any of the foregoing;
(h) All goods, including all inventory and all equipment, and all accessions to, substitutions for, and replacements of any of the foregoing;
(i) All instruments, including all promissory notes, drafts, and other negotiable and non-negotiable instruments;
(j) All inventory, including all raw materials, work in process, finished goods, returned goods, and all other goods held for sale or lease or to be furnished under contracts of service, and all materials and supplies of every kind and nature used or usable in connection with the manufacture, printing, packing, shipping, advertising, selling, or furnishing of any of the foregoing;
(k) All investment property, including without limitation (i) 100% of the issued and outstanding equity interests (including all capital stock, limited liability company interests, partnership interests, and other ownership interests) in each direct domestic subsidiary of the Debtor, and (ii) 65% of the issued and outstanding voting equity interests (and 100% of the non-voting equity interests) in each first-tier foreign subsidiary of the Debtor, together with all certificates, instruments, and other documents evidencing the foregoing, and all dividends, distributions, cash, and other property received or receivable in respect thereof;
(l) All letter-of-credit rights, whether or not the Debtor is the beneficiary of or has rights in the related letter of credit;
(m) All money, cash, and cash equivalents;
(n) All commercial tort claims, as identified from time to time on a supplement to the Pledge and Security Agreement or otherwise in writing delivered by the Debtor to the Secured Party;
(o) All supporting obligations, including all guarantees, letters of credit, suretyship agreements, and other obligations supporting or securing the payment or performance of any of the foregoing;
(p) All proceeds and products of any and all of the foregoing, in whatever form, including without limitation all insurance proceeds, all cash and non-cash proceeds, all proceeds of proceeds, and all rents, profits, issues, income, royalties, and other amounts payable under or in connection with any of the foregoing; and
(q) All books and records relating to any of the foregoing, including all computer programs, data, and software, and all rights of access to computer programs, data, and software.
Without limiting the generality of the foregoing, the collateral covered by this financing statement specifically includes:
(r) All management agreements, including all hotel management agreements, resort management agreements, and property management agreements to which the Debtor is a party, and all rights of the Debtor thereunder, including the right to receive management fees, incentive fees, reimbursement of costs, and all other amounts payable to the Debtor under or in connection with such agreements;
(s) All management fees receivable, whether billed or unbilled, earned or unearned, and whether or not currently due and payable;
(t) All intellectual property, including without limitation all trade names (including the "Verimark" name and all derivations thereof as used in connection with management services), service marks, logos, brand identifiers, reservation systems (including all proprietary and third-party reservation system rights), customer loyalty program rights, customer databases, and all registrations and applications for registration of any of the foregoing;
(u) All employee-related contract rights and benefits programs to the extent assignable under applicable law, including all rights under employment agreements, non-competition agreements, non-solicitation agreements, and employee benefit plans, in each case to the extent that such rights constitute personal property of the Debtor and are assignable; and
(v) All proceeds and products of any and all of the foregoing, in whatever form.
Cross-Reference to Pledge and Security Agreement. All collateral described in, and all security interests granted pursuant to, the Pledge and Security Agreement dated as of July 21, 2022, between the Debtor and the Secured Party, as the same may be amended, restated, supplemented, or otherwise modified from time to time, is hereby covered by this financing statement.
Note Regarding Real Property. This financing statement does not cover real property or interests in real property to the extent not constituting fixtures. Real property interests are separately secured by mortgages, deeds of trust, and other real property security instruments recorded or to be recorded in the applicable county recording offices.
Section 4: Filing Information
UCC-1 FINANCING STATEMENT NO. 4
VERIMARK CONVENTION HOLDINGS LLC as Debtor
Section 1: Debtor Information (Box 1 of UCC-1 Form)
The following information is set forth in box 1 of the UCC-1 Financing Statement filed with respect to Verimark Convention Holdings LLC:
The Debtor's exact legal name as set forth in box 1a above has been verified against the records of the Delaware Division of Corporations and matches the name set forth on the Debtor's certificate of formation as currently on file with the Delaware Secretary of State. Verimark Convention Holdings LLC ("VCH") is a Delaware limited liability company and serves as VHG's convention center and event space subsidiary. VCH owns and/or operates convention center facilities, ballrooms, meeting spaces, and ancillary event venues associated with certain hotel properties within the VHG portfolio. The organizational identification number for VCH will be confirmed upon receipt of the executed Perfection Certificate and will be reflected on the filing as submitted to the Delaware Secretary of State.
Section 2: Secured Party Information (Box 3 of UCC-1 Form)
The following information is set forth in box 3 of the UCC-1 Financing Statement:
The Secured Party information is identical to that set forth in Filing No. 1.
Section 3: Collateral Description (Box 4 of UCC-1 Form)
The following collateral description is set forth in box 4 of the UCC-1 Financing Statement:
COLLATERAL DESCRIPTION
All assets of the Debtor, whether now owned or hereafter acquired, wherever located, including without limitation all right, title, and interest of the Debtor in and to the following:
(a) All accounts, accounts receivable, payment intangibles, health-care insurance receivables, and all other rights to payment of any kind, whether or not earned by performance, now existing or hereafter arising;
(b) All chattel paper, whether tangible or electronic, including all tangible chattel paper and all electronic chattel paper;
(c) All deposit accounts, including all funds on deposit therein and all certificates of deposit, whether or not the Secured Party has control thereof;
(d) All documents, as defined in Article 9 of the Uniform Commercial Code, including all bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods;
(e) All equipment, including all machinery, tools, furniture, furnishings, vehicles, computers, electronic data processing and other office equipment, and all parts, accessions, accessories, attachments, and other equipment of every kind and nature now or hereafter attached thereto, used in connection therewith, or relating thereto;
(f) All fixtures, including all goods that have become so related to particular real property that an interest in them arises under real property law;
(g) All general intangibles, including without limitation all intellectual property of every kind and nature, whether registered or unregistered, including all patents and patent applications, all trademarks, service marks, trade dress, and trademark applications and registrations, all copyrights and copyright applications and registrations, all trade names, all domain names, all trade secrets and proprietary information, all goodwill associated with any of the foregoing, and all licenses, sublicenses, and other agreements relating to any of the foregoing;
(h) All goods, including all inventory and all equipment, and all accessions to, substitutions for, and replacements of any of the foregoing;
(i) All instruments, including all promissory notes, drafts, and other negotiable and non-negotiable instruments;
(j) All inventory, including all raw materials, work in process, finished goods, returned goods, and all other goods held for sale or lease or to be furnished under contracts of service, and all materials and supplies of every kind and nature used or usable in connection with the manufacture, printing, packing, shipping, advertising, selling, or furnishing of any of the foregoing;
(k) All investment property, including without limitation (i) 100% of the issued and outstanding equity interests (including all capital stock, limited liability company interests, partnership interests, and other ownership interests) in each direct domestic subsidiary of the Debtor, and (ii) 65% of the issued and outstanding voting equity interests (and 100% of the non-voting equity interests) in each first-tier foreign subsidiary of the Debtor, together with all certificates, instruments, and other documents evidencing the foregoing, and all dividends, distributions, cash, and other property received or receivable in respect thereof;
(l) All letter-of-credit rights, whether or not the Debtor is the beneficiary of or has rights in the related letter of credit;
(m) All money, cash, and cash equivalents;
(n) All commercial tort claims, as identified from time to time on a supplement to the Pledge and Security Agreement or otherwise in writing delivered by the Debtor to the Secured Party;
(o) All supporting obligations, including all guarantees, letters of credit, suretyship agreements, and other obligations supporting or securing the payment or performance of any of the foregoing;
(p) All proceeds and products of any and all of the foregoing, in whatever form, including without limitation all insurance proceeds, all cash and non-cash proceeds, all proceeds of proceeds, and all rents, profits, issues, income, royalties, and other amounts payable under or in connection with any of the foregoing; and
(q) All books and records relating to any of the foregoing, including all computer programs, data, and software, and all rights of access to computer programs, data, and software.
Without limiting the generality of the foregoing, the collateral covered by this financing statement specifically includes:
(r) All convention center management agreements, event space agreements, catering contracts, audio-visual services agreements, exhibition hall rental agreements, and all other contracts related to the ownership, operation, management, or leasing of the Debtor's convention center and event space facilities, together with all booking revenues, rental income, service fees, and all other amounts payable to the Debtor under or in connection with such agreements;
(s) All fixtures, furnishings, and equipment related to convention and event operations, including all audio-visual equipment, staging and lighting equipment, seating, tables, podiums, display equipment, kitchen and catering equipment, HVAC systems, and all other personal property used in or related to the Debtor's convention center and event space operations;
(t) All intellectual property and branding rights for convention and event space operations, including all trade names, service marks, logos, website content, marketing materials, and customer databases related to the Debtor's convention and event business; and
(u) All proceeds and products of any and all of the foregoing, in whatever form.
Cross-Reference to Pledge and Security Agreement. All collateral described in, and all security interests granted pursuant to, the Pledge and Security Agreement dated as of July 21, 2022, between the Debtor and the Secured Party, as the same may be amended, restated, supplemented, or otherwise modified from time to time, is hereby covered by this financing statement.
Note Regarding Real Property. This financing statement does not cover real property or interests in real property to the extent not constituting fixtures. Real property interests are separately secured by mortgages, deeds of trust, and other real property security instruments recorded or to be recorded in the applicable county recording offices.
Section 4: Filing Information
UCC-1 FINANCING STATEMENT NO. 5
CASCADIA HOSPITALITY CORP. as Debtor
Section 1: Debtor Information (Box 1 of UCC-1 Form)
The following information is set forth in box 1 of the UCC-1 Financing Statement filed with respect to Cascadia Hospitality Corp.:
The Debtor's exact legal name as set forth in box 1a above has been verified against the records of the Delaware Division of Corporations and matches the name set forth on the Debtor's certificate of incorporation as currently on file with the Delaware Secretary of State. Cascadia Hospitality Corp. ("Cascadia") is a Delaware corporation and is a subsidiary of Verimark Hospitality Group Inc. Cascadia operates the Pacific Northwest hotel portfolio within the VHG group, consisting of eight (8) hotel properties located in the states of Washington and Oregon. The organizational identification number for Cascadia will be confirmed upon receipt of the executed Perfection Certificate and will be reflected on the filing as submitted to the Delaware Secretary of State.
Section 2: Secured Party Information (Box 3 of UCC-1 Form)
The following information is set forth in box 3 of the UCC-1 Financing Statement:
The Secured Party information is identical to that set forth in Filing No. 1.
Section 3: Collateral Description (Box 4 of UCC-1 Form)
The following collateral description is set forth in box 4 of the UCC-1 Financing Statement:
COLLATERAL DESCRIPTION
All assets of the Debtor, whether now owned or hereafter acquired, wherever located, including without limitation all right, title, and interest of the Debtor in and to the following:
(a) All accounts, accounts receivable, payment intangibles, health-care insurance receivables, and all other rights to payment of any kind, whether or not earned by performance, now existing or hereafter arising;
(b) All chattel paper, whether tangible or electronic, including all tangible chattel paper and all electronic chattel paper;
(c) All deposit accounts, including all funds on deposit therein and all certificates of deposit, whether or not the Secured Party has control thereof;
(d) All documents, as defined in Article 9 of the Uniform Commercial Code, including all bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods;
(e) All equipment, including all machinery, tools, furniture, furnishings, vehicles, computers, electronic data processing and other office equipment, and all parts, accessions, accessories, attachments, and other equipment of every kind and nature now or hereafter attached thereto, used in connection therewith, or relating thereto;
(f) All fixtures, including all goods that have become so related to particular real property that an interest in them arises under real property law;
(g) All general intangibles, including without limitation all intellectual property of every kind and nature, whether registered or unregistered, including all patents and patent applications, all trademarks, service marks, trade dress, and trademark applications and registrations, all copyrights and copyright applications and registrations, all trade names, all domain names, all trade secrets and proprietary information, all goodwill associated with any of the foregoing, and all licenses, sublicenses, and other agreements relating to any of the foregoing;
(h) All goods, including all inventory and all equipment, and all accessions to, substitutions for, and replacements of any of the foregoing;
(i) All instruments, including all promissory notes, drafts, and other negotiable and non-negotiable instruments;
(j) All inventory, including all raw materials, work in process, finished goods, returned goods, and all other goods held for sale or lease or to be furnished under contracts of service, and all materials and supplies of every kind and nature used or usable in connection with the manufacture, printing, packing, shipping, advertising, selling, or furnishing of any of the foregoing;
(k) All investment property, including without limitation (i) 100% of the issued and outstanding equity interests (including all capital stock, limited liability company interests, partnership interests, and other ownership interests) in each direct domestic subsidiary of the Debtor, and (ii) 65% of the issued and outstanding voting equity interests (and 100% of the non-voting equity interests) in each first-tier foreign subsidiary of the Debtor, together with all certificates, instruments, and other documents evidencing the foregoing, and all dividends, distributions, cash, and other property received or receivable in respect thereof;
(l) All letter-of-credit rights, whether or not the Debtor is the beneficiary of or has rights in the related letter of credit;
(m) All money, cash, and cash equivalents;
(n) All commercial tort claims, as identified from time to time on a supplement to the Pledge and Security Agreement or otherwise in writing delivered by the Debtor to the Secured Party;
(o) All supporting obligations, including all guarantees, letters of credit, suretyship agreements, and other obligations supporting or securing the payment or performance of any of the foregoing;
(p) All proceeds and products of any and all of the foregoing, in whatever form, including without limitation all insurance proceeds, all cash and non-cash proceeds, all proceeds of proceeds, and all rents, profits, issues, income, royalties, and other amounts payable under or in connection with any of the foregoing; and
(q) All books and records relating to any of the foregoing, including all computer programs, data, and software, and all rights of access to computer programs, data, and software.
Without limiting the generality of the foregoing, the collateral covered by this financing statement specifically includes:
(r) All fee simple and leasehold interests in real property to the extent constituting fixtures, including all fixtures located at or appurtenant to the eight (8) hotel properties operated by the Debtor in the states of Washington and Oregon (the "Pacific Northwest Hotel Properties");
(s) All hotel management agreements, franchise agreements, license agreements, area development agreements, and all other contract rights related to the ownership, operation, management, and franchising of the Debtor's Pacific Northwest Hotel Properties, including all rights to receive payments, fees, reimbursements, and other amounts thereunder;
(t) All revenues, rents, issues, and profits from the eight (8) hotel properties operated by Cascadia, including all room revenues, food and beverage revenues, spa and recreation revenues, parking revenues, conference and banquet revenues, and all other income and receipts arising from the ownership, operation, or leasing of the Pacific Northwest Hotel Properties; and
(u) All proceeds and products of any and all of the foregoing, in whatever form.
Cross-Reference to Pledge and Security Agreement. All collateral described in, and all security interests granted pursuant to, the Pledge and Security Agreement dated as of July 21, 2022, between the Debtor and the Secured Party, as the same may be amended, restated, supplemented, or otherwise modified from time to time, is hereby covered by this financing statement.
Note Regarding Real Property. This financing statement does not cover real property or interests in real property to the extent not constituting fixtures. Real property interests are separately secured by mortgages, deeds of trust, and other real property security instruments recorded or to be recorded in the applicable county recording offices in the states of Washington and Oregon, as applicable.
Section 4: Filing Information
SCHEDULE OF FILED UCC-1 FINANCING STATEMENTS — SUMMARY TABLE
The following table summarizes the five (5) UCC-1 Financing Statements filed concurrently with the Delaware Secretary of State on July 21, 2022, in connection with the Credit Agreement and the Pledge and Security Agreement:
Note Regarding Palmetto Beachfront Hotels LLC. Palmetto Beachfront Hotels LLC is organized under the laws of the State of Florida and is therefore not included in the foregoing table. A UCC-1 Financing Statement has been filed separately with the Florida Secured Transaction Registry on July 21, 2022, in favor of Crescent Harbor Bank, National Association, as Collateral Agent. Please refer to the separate document entitled "UCC-1 Financing Statements — Florida Secured Transaction Registry" for the details of that filing.
Filing numbers assigned by the Delaware Secretary of State will be inserted into this summary table upon receipt of filing acknowledgments and confirmation copies from the Division of Corporations.
FILING NOTES AND INSTRUCTIONS
A. Basis for Filing in Delaware
Under Article 9 of the Uniform Commercial Code as adopted in the State of Delaware (Title 6, Chapter 9, Delaware Code), the proper filing office for perfection of a security interest in the personal property of a registered organization organized under the laws of Delaware is the Office of the Delaware Secretary of State, regardless of the debtor's physical location, principal place of business, or chief executive office. Specifically:
•  Delaware UCC § 9-301(1) provides that, except as otherwise provided in this section, while a debtor is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral.
•  Delaware UCC § 9-307(e) provides that a registered organization organized under the law of a State is located in that State. Accordingly, a debtor that is a corporation or limited liability company formed under the laws of the State of Delaware is "located" in Delaware for purposes of Article 9, and the Delaware Secretary of State is the appropriate filing office for the filing of a UCC-1 Financing Statement to perfect a security interest in the personal property of such debtor.
Each of the five Debtors named in the UCC-1 Financing Statements filed herewith — Verimark Hospitality Group Inc., Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, and Cascadia Hospitality Corp. — is organized under the laws of the State of Delaware. Accordingly, the Delaware Secretary of State is the correct filing office for perfection of a security interest in the personal property of each such Debtor, notwithstanding the fact that the principal executive offices of each Debtor are located in Boca Raton, Florida and that the hotel properties and other business operations of the Debtors are located in multiple states throughout the United States.
B. Relationship to Existing Filings
Concurrent with the filing of the five UCC-1 Financing Statements described in this compilation, UCC-3 Termination Statements are being filed with the Delaware Secretary of State to terminate UCC-1 Financing Statements previously filed in favor of Greystone Federal Credit Corp. as secured party. The prior UCC-1 Financing Statements were filed in connection with the existing $625,000,000 senior secured Term Loan B credit facility (CUSIP: 92347LAA0), which was originated on February 14, 2020. The outstanding indebtedness under the Greystone facility is being repaid in full on the date hereof with the proceeds of the new $700,000,000 Term Loan B provided under the Credit Agreement with Crescent Harbor Bank, N.A.
The UCC-3 Termination Statements terminating the Greystone filings are authorized by the Lien Release and Termination Authorization dated as of July 21, 2022, duly executed and delivered by Marion Stillwell, Vice President, Agency Services, Greystone Federal Credit Corp. The Lien Release and Termination Authorization confirms that, upon receipt by Greystone Federal Credit Corp. of the payoff amount in full, all liens and security interests of Greystone Federal Credit Corp. in the assets of the Debtors shall be released and terminated, and Greystone Federal Credit Corp. authorizes the filing of UCC-3 Termination Statements to terminate each of the UCC-1 Financing Statements previously filed in its favor.
Please refer to the separate document entitled "UCC-3 Amendments / Terminations — Existing Greystone Liens" for a detailed summary of the UCC-3 Termination Statements being filed concurrently herewith.
C. Relationship to Other Security Filings
The UCC-1 Financing Statements filed herewith are part of a broader security package securing the obligations under the Credit Agreement. The following additional security filings and related instruments are being made or delivered in connection with the transactions contemplated by the Credit Agreement:
Revolving Credit Facility. The $400,000,000 senior secured revolving credit facility (the "RCF"), for which Crescent Harbor Bank, N.A. serves as administrative agent and RCF collateral agent, shares first-lien collateral on a pari passu basis with the $700,000,000 Term Loan B facility. The relative rights and priorities of the Term Loan B Secured Parties and the RCF Secured Parties with respect to the shared collateral are governed by the Amended and Restated Intercreditor Agreement dated as of July 21, 2022, among Crescent Harbor Bank, N.A. (in its capacity as Term Loan B Collateral Agent), Crescent Harbor Bank, N.A. (in its capacity as RCF Collateral Agent), and the Debtors. Separate UCC-1 Financing Statements for the RCF are on file with the Delaware Secretary of State in favor of Crescent Harbor Bank, N.A. in its capacity as RCF Collateral Agent.
intellectual Property Filings. Security interest filings with respect to the intellectual property of the Debtors, including (i) short-form security agreements covering registered trademarks and trademark applications filed with the United States Patent and Trademark Office ("USPTO"), and (ii) short-form security agreements covering registered copyrights filed with the United States Copyright Office, are being made separately. These filings supplement the UCC-1 Financing Statements filed herewith and are intended to ensure perfection of the security interests in registered intellectual property under applicable federal law.
Mortgages and Deeds of Trust. Mortgages, deeds of trust, and other real property security instruments covering hotel properties and related real property interests in twelve (12) states — Florida, New York, California, Texas, Georgia, Colorado, Arizona, Illinois, Washington, Oregon, Nevada, and Virginia — are being recorded in the applicable county recording offices. The recording of mortgages and deeds of trust is a post-closing deliverable under the Credit Agreement, with a delivery deadline of August 5, 2022. Title insurance commitments and surveys for each property have been ordered and are in process.
D. Collateral Description Methodology
The "all assets" collateral description methodology is used in each of the five UCC-1 Financing Statements filed herewith. This approach is consistent with UCC § 9-504 (codified at 6 Del. C. § 9-504), which expressly permits a financing statement to indicate the collateral covered by a financing statement by using a supergeneric description such as "all assets" or "all personal property" of the debtor. While UCC § 9-108(c) provides that a supergeneric description is not sufficient for purposes of a security agreement, UCC § 9-504(2) confirms that a supergeneric description is sufficient for purposes of a financing statement.
The more detailed and specific collateral descriptions contained in the Pledge and Security Agreement dated as of July 21, 2022, control as between the parties. The financing statements are filed solely for the purpose of providing notice to third parties of the existence of the security interest and perfecting such security interest under Article 9 of the Uniform Commercial Code. Third parties are directed to the Pledge and Security Agreement for a complete description of the collateral subject to the security interest.
Investment Property. With respect to the security interest in investment property (including equity interests in subsidiaries), perfection is achieved through a combination of the UCC-1 Financing Statement filings described herein and, where applicable, the delivery of certificated securities to the Collateral Agent (or its designee) together with duly executed stock powers or membership interest transfer powers endorsed in blank. To the extent that equity interests in subsidiaries are uncertificated, perfection is achieved by registration of the security interest on the books of the issuer or by control agreement, as applicable. The specific perfection method for each subsidiary's equity interests is set forth in the Perfection Certificate delivered pursuant to the Pledge and Security Agreement.
E. Return and Confirmation
All filing acknowledgments, stamped copies, and confirmation communications from the Delaware Secretary of State in connection with the five UCC-1 Financing Statements described herein should be returned to:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006
Attention: Daniel Obi
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
Email: dobi@calderwoodharkness.com
Upon receipt, copies of the filing acknowledgments and stamped filings shall be distributed to the following parties:
Crescent Harbor Bank, N.A. 600 Lexington Avenue, 34th Floor New York, New York 10022
Attention: Theodore Marchetti, Managing Director, Leveraged Finance
and: Anika Holm, Director, Loan Syndications
Whitfield Gage & Partridge LLP (counsel to the Administrative Agent) 383 Madison Avenue, 28th Floor New York, New York 10179
Attention: Harrison Whitfield III and Megan Yeung
Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, Florida 33433
Attention: Priya Narayanan, General Counsel
Copies of the filing acknowledgments shall also be retained in the closing binder for the transaction and filed with the engagement records at Calderwood & Harkness LLP.
CERTIFICATION
I, Daniel Obi, a member of the firm of Calderwood & Harkness LLP, hereby certify that the foregoing five (5) UCC-1 Financing Statements have been prepared in accordance with the requirements of the Delaware Secretary of State, Division of Corporations, UCC Filing Section, and are being filed in connection with the 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.
The Debtor information set forth in each UCC-1 Financing Statement has been verified against the records of the Delaware Division of Corporations, the Perfection Certificate delivered by the Debtors, and the organizational documents of each Debtor. The collateral descriptions have been prepared in conformity with the collateral descriptions set forth in the Pledge and Security Agreement dated as of July 21, 2022, and in accordance with the requirements of Article 9 of the Uniform Commercial Code as adopted in the State of Delaware.
This compilation is intended solely for use in connection with the transactions contemplated by the Credit Agreement and the Pledge and Security Agreement and is not intended to constitute a legal opinion as to the perfection or priority of the security interests described herein.
CALDERWOOD & HARKNESS LLP
Prepared by: ________
Name: Daniel Obi
Title: Associate, Finance & Restructuring Group
Date: July 21, 2022
Reviewed by: ________
Name: Sophie Tremblay
Title: Partner, Finance & Restructuring Group
Date: July 21, 2022
Engagement Number: 1016-00009
CONFIDENTIAL — This document has been prepared by Calderwood & Harkness LLP in connection with its representation of Crescent Harbor Bank, National Association, in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement dated as of July 21, 2022. This document is subject to the attorney-client privilege and the work product doctrine. Distribution is limited to the parties identified herein and their respective counsel.
FROM: | Daniel Obi, Calderwood & Harkness LLP
TO: | File / Ian Blackwood / Sophie Tremblay
DATE: | July 21, 2022
RE: | UCC-1 Financing Statements — Delaware Secretary of State — Verimark Hospitality Group Inc. $700,000,000 Term Loan B Refinancing
Field | Information
1a. Organization's Name: | Verimark Hospitality Group Inc.
1b. Mailing Address: | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
1c. City: | Boca Raton
1d. State: | FL
1e. Zip Code: | 33433
1f. Debtor Type: | Organization — Registered Organization
1g. Jurisdiction of Organization: | Delaware
1h. Organizational ID Number: | Delaware File Number 7291843
1i. Tax ID / EIN: | 82-3741956
Field | Information
3a. Organization's Name: | Crescent Harbor Bank, National Association, as Collateral Agent
3b. Mailing Address: | 600 Lexington Avenue, 34th Floor
3c. City: | New York
3d. State: | NY
3e. Zip Code: | 10022
Field | Information
Filing Office: | Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901
Filing Date: | July 21, 2022
Filing Number: | To be assigned upon acceptance by the Delaware Secretary of State
Filer / Return Information: | Calderwood & Harkness LLP, One Liberty Plaza, 52nd Floor, New York, New York 10006, Attention: Daniel Obi
Filing Fee: | Standard Delaware UCC-1 filing fee ($201.00)
Field | Information
1a. Organization's Name: | Verimark Resort Properties LLC
1b. Mailing Address: | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 (c/o Verimark Hospitality Group Inc.)
1c. City: | Boca Raton
1d. State: | FL
1e. Zip Code: | 33433
1f. Debtor Type: | Organization — Registered Organization
1g. Jurisdiction of Organization: | Delaware
1h. Organizational ID Number: | Delaware File Number — to be confirmed from Perfection Certificate
1i. Tax ID / EIN: | To be confirmed from Perfection Certificate
Field | Information
3a. Organization's Name: | Crescent Harbor Bank, National Association, as Collateral Agent
3b. Mailing Address: | 600 Lexington Avenue, 34th Floor
3c. City: | New York
3d. State: | NY
3e. Zip Code: | 10022
Field | Information
Filing Office: | Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901
Filing Date: | July 21, 2022
Filing Number: | To be assigned upon acceptance by the Delaware Secretary of State
Filer / Return Information: | Calderwood & Harkness LLP, One Liberty Plaza, 52nd Floor, New York, New York 10006, Attention: Daniel Obi
Filing Fee: | Standard Delaware UCC-1 filing fee ($201.00)
Field | Information
1a. Organization's Name: | VHG Management Services Inc.
1b. Mailing Address: | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 (c/o Verimark Hospitality Group Inc.)
1c. City: | Boca Raton
1d. State: | FL
1e. Zip Code: | 33433
1f. Debtor Type: | Organization — Registered Organization
1g. Jurisdiction of Organization: | Delaware
1h. Organizational ID Number: | Delaware File Number — to be confirmed from Perfection Certificate
1i. Tax ID / EIN: | To be confirmed from Perfection Certificate
Field | Information
3a. Organization's Name