1021-00001 · Verimark Hospitality Group · UCC & Lien Filings

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UCC FINANCING STATEMENT (FORM UCC1)

FLORIDA SECURED TRANSACTION REGISTRY

Florida Department of State Division of Corporations Tallahassee, Florida

Filing Date: July 21, 2022

PREPARED BY AND WHEN RECORDED RETURN TO:

Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006

Attention: Sophie Tremblay / Daniel Obi

Telephone: (212) 558-4000

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

UCC FINANCING STATEMENT — FORM UCC1

FLORIDA SECURED TRANSACTION REGISTRY

The undersigned Debtor authorizes the filing of this UCC Financing Statement with the Florida Department of State, Division of Corporations, Florida Secured Transaction Registry, pursuant to the Florida Uniform Commercial Code, Chapter 679, Florida Statutes, and in accordance with Revised Article 9 of the Uniform Commercial Code as adopted in the State of Florida. This Financing Statement is filed to perfect the security interest of the Secured Party in the Collateral described herein.

SECTION 1 — DEBTOR INFORMATION

(Box 1 on UCC1 Form)

1a. Organization's Name

Full Legal Name of Debtor: Palmetto Beachfront Hotels LLC

Type of Debtor: Organization Individual

The Debtor identified above is an Organization. This Financing Statement is filed against the Debtor in its capacity as a Guarantor and grantor of a security interest under that certain Pledge and Security Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., the Guarantors party thereto (including the Debtor), and Crescent Harbor Bank, National Association, as Collateral Agent for the Lenders.

1b. Mailing Address

Palmetto Beachfront Hotels LLC 8200 West Palmetto Park Road, Suite 1500 Boca Raton, FL 33433

The above address constitutes the principal office address of the Debtor, which is the same address as the headquarters of the Debtor's ultimate parent entity, Verimark Hospitality Group Inc.

1c. Jurisdiction and Organizational Information

Type of Organization: Limited Liability Company

Jurisdiction of Organization: Florida

Organizational Identification Number: Florida Department of State File Number L22000087341 (confirmed via Florida Division of Corporations Sunbiz.org records as of the date of filing)

Note Regarding Filing Jurisdiction: The Debtor is a limited liability company organized under the laws of the State of Florida. Pursuant to Section 679.3011, Florida Statutes (UCC § 9-301), the law of the jurisdiction under which the Debtor is organized governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Accordingly, the filing of this UCC-1 Financing Statement with the Florida Department of State, Division of Corporations, is proper to perfect a security interest in general personal property collateral of the Debtor. In addition, because this Financing Statement covers fixtures and as-extracted collateral related to real property located in the State of Florida, this filing is also proper under Section 679.5011(1)(a), Florida Statutes (UCC § 9-501(a)(1)), which provides that the office in which to file a financing statement to perfect a security interest in as-extracted collateral or timber to be cut, or in goods that are or are to become fixtures, is the office designated for the filing or recording of a record of a mortgage on the related real property. For the purposes of this fixture filing, the applicable county real property recording offices are identified in Exhibit A attached hereto, and separate fixture filing copies of this Financing Statement will be submitted to each such county recording office as necessary.

SECTION 2 — ADDITIONAL DEBTOR(S)

(Box 2 on UCC1 Form)

Additional Debtor(s): None.

This UCC-1 Financing Statement is filed with respect to Palmetto Beachfront Hotels LLC as the sole Debtor. No additional debtors are named on this Financing Statement.

Note Regarding Companion Filings: Separate UCC-1 Financing Statements are being simultaneously filed on behalf of Crescent Harbor Bank, National Association, as Collateral Agent, against each of the following additional obligors under the Credit Agreement and the Pledge and Security Agreement, which entities are organized under the laws of the State of Delaware and for which UCC filings are made with the Delaware Secretary of State:

(i) Verimark Hospitality Group Inc. (Delaware corporation; Borrower);

(ii) Verimark Resort Properties LLC (Delaware limited liability company; Guarantor);

(iii) VHG Management Services Inc. (Delaware corporation; Guarantor);

(iv) Verimark Convention Holdings LLC (Delaware limited liability company; Guarantor);

(v) Cascadia Hospitality Corp. (Delaware corporation; Guarantor); and

(vi) Verimark Hospitality Group Inc. (in its capacity as parent pledgor under the Pledge and Security Agreement).

All such companion filings are being prepared and submitted by Calderwood & Harkness LLP on behalf of the Secured Party on or about July 21, 2022, in coordination with this Florida filing.

SECTION 3 — SECURED PARTY INFORMATION

(Box 3 on UCC1 Form)

3a. Organization's Name

Full Legal Name of Secured Party:

Crescent Harbor Bank, National Association, in its capacity as Collateral Agent for the benefit of the Lenders from time to time party to the Credit Agreement (as defined below)

Type of Secured Party: Organization Individual

The Secured Party identified above acts in a representative capacity as Collateral Agent, and not in its individual capacity, for the benefit of the Lenders under the Credit Agreement and related Loan Documents. The security interest perfected by this Financing Statement secures the obligations of the Debtor under, and as defined in, the Pledge and Security Agreement dated as of July 21, 2022.

3b. Mailing Address

Crescent Harbor Bank, National Association Leveraged Finance / Agency Services Department 600 Lexington Avenue, 34th Floor New York, NY 10022

Attention: Theodore Marchetti, Managing Director

SECTION 4 — COLLATERAL DESCRIPTION

(Box 4 on UCC1 Form)

COLLATERAL STATEMENT. The security interest perfected by this UCC Financing Statement covers the following collateral (the "Collateral"):

All assets of the Debtor, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, including, without limitation, all of the Debtor's right, title, and interest in and to the following:

(a) All accounts (as defined in Section 679.1021(1)(b), Florida Statutes);

(b) All chattel paper (as defined in Section 679.1021(1)(k), Florida Statutes), including all electronic chattel paper and all tangible chattel paper;

(d) All documents (as defined in Section 679.1021(1)(bb), Florida Statutes), including all documents of title, warehouse receipts, and bills of lading;

(e) All equipment (as defined in Section 679.1021(1)(ee), Florida Statutes), including all machinery, furniture, furnishings, fixtures, vehicles, and other tangible personal property used or acquired for use in the Debtor's business operations, including all hotel furnishings, kitchen equipment, laundry equipment, fitness and spa equipment, audio-visual equipment, HVAC systems, elevators, and related components;

(f) All fixtures (as defined in Section 679.1021(1)(hh), Florida Statutes), including all goods that have become so related to particular real property that an interest in them arises under real property law, including all fixtures at, on, or within the 12 Florida coastal resort hotel properties owned by the Debtor;

(g) All general intangibles (as defined in Section 679.1021(1)(ll), Florida Statutes), including all payment intangibles and all software, and further including all liquor licenses, gaming permits (if any), hotel operating permits, franchise rights, trademarks, service marks, trade names, trade dress, domain names, customer lists, reservation databases, loyalty program data, goodwill, and intellectual property of every kind;

(h) All goods (as defined in Section 679.1021(1)(nn), Florida Statutes), including all inventory, equipment, fixtures, and other tangible personal property;

(i) All instruments (as defined in Section 679.1021(1)(rr), Florida Statutes), including all promissory notes, drafts, and negotiable instruments;

(j) All inventory (as defined in Section 679.1021(1)(uu), Florida Statutes), including all goods held for sale or lease or to be furnished under contracts of service, all raw materials, work in process, finished goods, supplies, food and beverage inventory, retail merchandise, linens, amenities, and other consumable goods used in hotel operations;

(k) All investment property (as defined in Section 679.1021(1)(vv), Florida Statutes), including all securities (whether certificated or uncertificated), security entitlements, securities accounts, membership interests, partnership interests, limited liability company interests, commodity contracts, and commodity accounts;

(l) All letter-of-credit rights (as defined in Section 679.1021(1)(xx), Florida Statutes), whether or not the letter of credit is evidenced by a writing;

(m) All commercial tort claims (as defined in Section 679.1021(1)(n), Florida Statutes), as identified and described in writing from time to time by the Debtor to the Collateral Agent in accordance with the requirements of the Pledge and Security Agreement;

(n) All supporting obligations (as defined in Section 679.1021(1)(hhh), Florida Statutes), including all letters of credit, guarantees, suretyship agreements, and other credit enhancements supporting any of the foregoing Collateral;

(o) All money (as defined in Section 679.1021(1)(ddd), Florida Statutes), including cash and currency;

(p) All oil, gas, and other minerals (as-extracted collateral as defined in Section 679.1021(1)(a), Florida Statutes), to the extent, if any, that the Debtor has any right, title, or interest in minerals that are subject to extraction from the real property owned by the Debtor;

(q) All proceeds and products of any and all of the foregoing Collateral (as defined in Section 679.1021(1)(fff), Florida Statutes), including all cash proceeds, noncash proceeds, insurance proceeds, condemnation awards, and other amounts payable in respect of or in substitution for any of the foregoing;

(r) All books and records relating to any of the foregoing, including all computer programs, databases, electronically stored information, files, correspondence, and other records, whether in tangible or electronic form, that evidence, relate to, or are associated with the Debtor's assets, business, or operations.

ADDITIONAL SPECIFIC DESCRIPTION — HOTEL PROPERTY INCOME AND CONTRACT RIGHTS

In addition to the foregoing, the Collateral includes all of the Debtor's right, title, and interest in, to, and under the following:

All leases, rents, issues, profits, revenues, royalties, and income of every kind arising from or relating to the real property comprising the twelve (12) Florida coastal resort hotel properties owned by the Debtor, including, without limitation:

(i) all lease and sublease agreements (including ground leases, retail leases, restaurant leases, spa leases, and conference center leases), together with all amendments, supplements, extensions, renewals, replacements, and guarantees thereof;

(ii) all hotel management agreements, including the master management agreement with VHG Management Services Inc. and any third-party management agreements;

(iii) all franchise agreements, including all brand license agreements and brand affiliation agreements with nationally recognized hotel brands;

(iv) all booking and reservation agreements, online travel agency agreements, group booking contracts, and corporate rate agreements;

(v) all food and beverage service agreements, catering contracts, and banquet agreements;

(vi) all parking agreements, valet service agreements, and ground transportation contracts;

(vii) all spa and wellness service agreements, golf course operating agreements (if applicable), and recreational facility contracts;

(viii) all advertising, marketing, and promotional agreements;

(ix) all utility agreements, maintenance and service contracts, landscaping agreements, and property management contracts; and

(x) all other agreements, contract rights, claims, causes of action, and choses in action related to the ownership, operation, management, or leasing of the 12 Florida coastal resort hotel properties.

CROSS-REFERENCE TO PLEDGE AND SECURITY AGREEMENT

The Collateral described herein is more fully described in that certain Pledge and Security Agreement dated as of July 21, 2022 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation, as Borrower, the Guarantors party thereto from time to time (including the Debtor), and Crescent Harbor Bank, National Association, a national banking association, as Collateral Agent for the benefit of the Secured Parties (as defined therein). In the event of any conflict between the description of the Collateral in this Financing Statement and the description of the Collateral in the Security Agreement, the Security Agreement shall control; provided, however, that any limitation on the scope of Collateral contained in the Security Agreement shall not limit or restrict the scope of this Financing Statement for purposes of perfection under Revised Article 9 of the Uniform Commercial Code.

SECTION 5 — CHECK BOXES / FILING INDICATORS

(boxes 5 and 6 on UCC1 Form)

5a. Check if Applicable:

This Financing Statement covers timber to be cut.

This Financing Statement covers as-extracted collateral. (Applicable to the extent the Debtor holds any interest in oil, gas, or other minerals subject to extraction from the real property owned by the Debtor.)

This Financing Statement is filed as a fixture filing. (Filed with respect to real-property-related collateral at the 12 Florida hotel property locations, including all fixtures now or hereafter located at, on, or within such properties.)

5b. Real Property Description (Fixture Filing)

For fixture filing purposes, this Financing Statement relates to real property comprising twelve (12) hotel properties located in the State of Florida, all of which are owned by Palmetto Beachfront Hotels LLC, the Debtor named herein, as more particularly described below and in Exhibit A attached hereto and incorporated herein by reference:

The real property consists of the 12 Florida coastal resort hotel properties owned by the Debtor, as more particularly described in the mortgages, deeds of trust, security deeds, and related instruments (collectively, the "Mortgages") executed by Palmetto Beachfront Hotels LLC, as mortgagor, in favor of Crescent Harbor Bank, National Association, as Collateral Agent, as mortgagee, which Mortgages have been or are to be recorded in the applicable county recording offices in the State of Florida.

Specific legal descriptions of each of the 12 Florida coastal resort hotel properties are set forth in Exhibit A hereto, which are incorporated by reference from the recorded Mortgages or, with respect to Mortgages not yet recorded as of the date of this filing, from the execution versions of such Mortgages dated July 21, 2022.

Record Owner of the Real Property:

Palmetto Beachfront Hotels LLC 8200 West Palmetto Park Road, Suite 1500 Boca Raton, FL 33433

The Debtor is the record owner of all 12 Florida coastal resort hotel properties identified in Exhibit A. Title to each such property was confirmed by owner's title insurance policies issued in connection with the closing of the $700,000,000 Senior Secured Term Loan B Credit Agreement.

SECTION 6 — ADDITIONAL INFORMATION

6a. Assignee of Secured Party

Not applicable. Crescent Harbor Bank, National Association, is the original Collateral Agent under the Credit Agreement and the Security Agreement, and no assignment of the Secured Party's interest has occurred as of the date of this filing.

6b. Additional Party Information and Cross-References

Crescent Harbor Bank, National Association, acts as Collateral Agent not in its individual capacity but solely in its capacity as agent for the benefit of the Lenders and other Secured Parties under the following agreements:

(i) Credit Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., as Borrower, the Guarantors party thereto (including Palmetto Beachfront Hotels LLC), the Lenders from time to time party thereto, Crescent Harbor Bank, National Association, as Administrative Agent, and Crescent Harbor Bank, National Association, as Collateral Agent, pursuant to which the Lenders have made available to the Borrower a senior secured term loan B facility in an aggregate principal amount of Seven Hundred Million Dollars ($700,000,000) (the "Term Loan B Facility").

(ii) Amended and Restated Intercreditor Agreement dated as of July 21, 2022 (the "Intercreditor Agreement"), among Crescent Harbor Bank, National Association, in its capacity as Collateral Agent for the Term Loan B Lenders, and Crescent Harbor Bank, National Association, in its capacity as Collateral Agent for the Revolving Lenders, governing the pari passu sharing of first-lien collateral between the $700,000,000 Term Loan B Facility and the $400,000,000 revolving credit facility (the "Revolving Facility") provided under a separate revolving credit agreement of even date herewith.

The security interest perfected by this Financing Statement secures, among other things, the Obligations (as defined in the Security Agreement) of the Debtor, including all amounts owing under the Credit Agreement, the Security Agreement, and the other Loan Documents.

SECTION 7 — FILING OFFICE INFORMATION

Filing Office: Florida Department of State, Division of Corporations, Florida Secured Transaction Registry

Filing Address: Florida Department of State Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301

Filing Fee: Standard Florida UCC-1 Financing Statement filing fee (currently $10.00 for electronic filing pursuant to Section 679.5251, Florida Statutes)

Filing Method: Electronic filing via the Florida Secured Transaction Registry online system (https://uccfilings.dos.state.fl.us)

EXHIBIT A

REAL PROPERTY DESCRIPTIONS (For Fixture Filing Purposes)

The following is a list of the twelve (12) Florida coastal resort hotel properties owned by Palmetto Beachfront Hotels LLC, the Debtor, to which this Financing Statement relates for fixture filing purposes. For each property, the county of recording, property address, and reference to the applicable mortgage is set forth below. The full legal description of each property is as set forth in the applicable Mortgage executed by Palmetto Beachfront Hotels LLC, as mortgagor, in favor of Crescent Harbor Bank, National Association, as Collateral Agent, as mortgagee, dated July 21, 2022 (execution version), to be recorded in the applicable county recording offices on or before August 5, 2022, pursuant to the terms of the Post-Closing Letter Agreement dated as of July 21, 2022.

Cross-Reference: Mortgage — Florida Properties (Palmetto Beachfront Hotels LLC), execution versions dated July 21, 2022, each in favor of Crescent Harbor Bank, National Association, as Collateral Agent for the Secured Parties, to be recorded in the Official Records of the respective counties listed above on or before August 5, 2022, in accordance with Section 4.2 of the Post-Closing Letter Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., Palmetto Beachfront Hotels LLC, and Crescent Harbor Bank, National Association, as Collateral Agent.

Record Owner of All Properties: Palmetto Beachfront Hotels LLC, a Florida limited liability company, 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433.

Full metes and bounds legal descriptions for each of the above-referenced properties are set forth in the applicable Mortgages and are incorporated herein by reference. To the extent that such Mortgages have not yet been recorded in the applicable county recording offices as of the date of this filing, the legal descriptions are taken from the execution versions of such Mortgages held in the closing files of Calderwood & Harkness LLP.

TRANSMITTAL LETTER / FILING INSTRUCTIONS

July 21, 2022

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

VIA ELECTRONIC FILING

Florida Department of State Division of Corporations Florida Secured Transaction Registry Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301

Re: UCC-1 Financing Statement Filing Debtor: Palmetto Beachfront Hotels LLC Secured Party: Crescent Harbor Bank, National Association, as Collateral Agent

Dear Sir or Madam:

On behalf of our client, Crescent Harbor Bank, National Association, in its capacity as Collateral Agent for the Lenders under the Credit Agreement described below, we respectfully request the filing of the enclosed UCC-1 Financing Statement with the Florida Secured Transaction Registry maintained by the Florida Department of State, Division of Corporations.

Enclosed for Filing:

1. UCC-1 Financing Statement (Form UCC1), original for filing, naming Palmetto Beachfront Hotels LLC as Debtor and Crescent Harbor Bank, National Association, as Collateral Agent, as Secured Party.

2. Filing fee payment in the amount of the standard Florida UCC-1 filing fee, submitted electronically through the Florida Secured Transaction Registry online filing system.

3. Exhibit A to the Financing Statement (Real Property Descriptions for Fixture Filing Purposes).

Request for Acknowledgment: Upon completion of the filing, we respectfully request that an acknowledgment copy of the filed Financing Statement bearing the file-stamped date and the filing number assigned by the Florida Secured Transaction Registry be returned to the undersigned at the following address:

Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006

Attention: Daniel Obi

Companion Filings — UCC-3 Termination Statements: In connection with this filing, please note that UCC-3 Financing Statement Amendments (Termination) are being simultaneously filed with the Florida Secured Transaction Registry to terminate the existing UCC-1 Financing Statements filed by Greystone Federal Credit Corp., as former collateral agent, against Palmetto Beachfront Hotels LLC. These termination filings relate to the payoff and discharge of the existing $625,000,000 Senior Secured Term Loan B (CUSIP 92347LAA0) originally closed on February 14, 2020, the obligations under which are being repaid in full on the date hereof from the proceeds of the $700,000,000 Senior Secured Term Loan B Credit Agreement dated as of July 21, 2022. The termination statements are being filed pursuant to authorization received from Greystone Federal Credit Corp., as former Collateral Agent, in the form of a UCC-3 Authorization Letter dated July 18, 2022, a copy of which is maintained in our closing files.

Additional Filings in Other Jurisdictions: Companion UCC-1 Financing Statements are being filed on the same date with the Delaware Secretary of State against each of the following Delaware-organized entities that are Guarantors or the Borrower under the Credit Agreement: Verimark Hospitality Group Inc., Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, and Cascadia Hospitality Corp. Those filings are the subject of separate transmittal letters.

Should you have any questions regarding this filing or require any additional information, please do not hesitate to contact the undersigned.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Daniel Obi Associate, Banking & Finance Group Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006 Telephone: (212) 558-4217

Email: daniel.obi@calderwoodharkness.com

INTERNAL FILING MEMORANDUM / RECORD

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT FOR INTERNAL CALDERWOOD & HARKNESS LLP USE ONLY

Cross-References to Related Filings and Documents

1. Companion Delaware UCC-1 Filings. UCC-1 Financing Statements filed with the Delaware Secretary of State on July 21, 2022, against each of the following entities: (a) Verimark Hospitality Group Inc.; (b) Verimark Resort Properties LLC; (c) VHG Management Services Inc.; (d) Verimark Convention Holdings LLC; and (e) Cascadia Hospitality Corp. These filings were prepared by Daniel Obi and reviewed by Sophie Tremblay under the same engagement number.

2. UCC-3 Termination Statements — Greystone Federal Credit Corp. UCC-3 Financing Statement Amendments (Termination) filed on July 21, 2022, with the Florida Secured Transaction Registry and the Delaware Secretary of State, as applicable, to terminate all existing UCC-1 Financing Statements filed by or on behalf of Greystone Federal Credit Corp. (as former collateral agent) against Palmetto Beachfront Hotels LLC and the other borrower/guarantor entities under the prior $625,000,000 Term Loan B (CUSIP 92347LAA0, originally closed February 14, 2020). Authorization for such terminations was received from Greystone Federal Credit Corp. pursuant to UCC-3 Authorization Letter dated July 18, 2022.

3. Perfection Certificate. Perfection Certificate dated as of July 21, 2022, executed by Verimark Hospitality Group Inc. and the Guarantors (including Palmetto Beachfront Hotels LLC), delivered to the Collateral Agent and the Lenders on the Closing Date. The Perfection Certificate sets forth, among other things, the exact legal names, jurisdictions of organization, organizational identification numbers, prior names, locations of assets, and other information necessary for proper UCC filings.

4. Pledge and Security Agreement. Pledge and Security Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., the Guarantors party thereto (including Palmetto Beachfront Hotels LLC), and Crescent Harbor Bank, National Association, as Collateral Agent. This agreement constitutes the "security agreement" for purposes of Revised Article 9 of the UCC and authorizes the filing of this Financing Statement.

5. Master Closing Checklist. This UCC-1 Financing Statement corresponds to Item 7.3(b)(ii) on the Master Closing Checklist for the $700,000,000 Senior Secured Term Loan B Refinancing Transaction.

6. IP Security Agreement — USPTO and Copyright Office Filings. A separate intellectual Property Security Agreement dated as of July 21, 2022, was executed by the applicable Loan Parties and filed with the United States Patent and Trademark Office and the United States Copyright Office in July 2022. Those filings are covered under separate transmittal letters and are tracked under a separate line item on the Master Closing Checklist.

7. Mortgages — Florida Properties. Mortgages covering the 12 Florida coastal resort hotel properties owned by Palmetto Beachfront Hotels LLC, executed in favor of Crescent Harbor Bank, National Association, as Collateral Agent, dated July 21, 2022. Recording of such Mortgages in the applicable county recording offices in the State of Florida is to be completed on or before August 5, 2022, pursuant to the Post-Closing Letter Agreement.

Lien Search Confirmation

Pre-filing lien searches were completed on July 15, 2022, by Ashgrove Services Inc., as search agent, at the direction of Calderwood & Harkness LLP. The following is a summary of the search results as they relate to the Debtor:

Debtor Searched: Palmetto Beachfront Hotels LLC

Jurisdictions Searched:

(a) Florida Department of State, Division of Corporations, Florida Secured Transaction Registry (UCC Article 9 filings);

(b) Broward County Official Records (real property, fixture filings, and judgment liens);

(d) Palm Beach County Official Records (real property, fixture filings, and judgment liens);

(e) Pinellas County Official Records (real property, fixture filings, and judgment liens);

(f) Lee County Official Records (real property, fixture filings, and judgment liens);

(g) Collier County Official Records (real property, fixture filings, and judgment liens);

(h) St. Johns County Official Records (real property, fixture filings, and judgment liens);

(i) Nassau County Official Records (real property, fixture filings, and judgment liens);

(j) Okaloosa County Official Records (real property, fixture filings, and judgment liens);

(k) Federal tax lien search — Internal Revenue Service filings in Florida;

(l) Florida state tax lien search — Florida Department of Revenue;

(m) Judgment lien and litigation search — Broward County, Miami-Dade County, Palm Beach County, Pinellas County, Lee County, Collier County, St. Johns County, Nassau County, and Okaloosa County Circuit Courts; and

(n) Federal judgment lien and bankruptcy search — United States District Court for the Southern District of Florida and the United States Bankruptcy Court for the Southern District of Florida.

Results:

The lien searches identified the following existing UCC-1 Financing Statements filed against Palmetto Beachfront Hotels LLC:

(i) UCC-1 Financing Statement, Florida Secured Transaction Registry Filing No. 202000318742, filed February 14, 2020, naming Greystone Federal Credit Corp. as Secured Party, covering all assets of the Debtor. Status: To be terminated simultaneously with this filing via UCC-3 Termination Statement filed July 21, 2022.

(ii) UCC-1 Financing Statement, Florida Secured Transaction Registry Filing No. 202000318758, filed February 14, 2020, naming Greystone Federal Credit Corp. as Secured Party, filed as a fixture filing covering the 12 Florida hotel properties. Status: To be terminated simultaneously with this filing via UCC-3 Termination Statement filed July 21, 2022.

No other adverse liens, judgments, tax liens, or encumbrances were identified against the Debtor as of the date of the search.

Action Items.

• [ ] Confirm receipt of acknowledgment copy from the Florida Secured Transaction Registry with file-stamped date and filing number.

• [ ] Place acknowledgment copy in the closing binder for Matter 1016-00009.

• [ ] Calendar continuation filing date (five-year anniversary: July 21, 2027) for UCC-3 Continuation Statement.

• [ ] Confirm recording of Mortgages in all applicable county recording offices on or before August 5, 2022.

• [ ] Deliver copies of filed Financing Statement to Crescent Harbor Bank, National Association (Attention: Theodore Marchetti) and to client Verimark Hospitality Group Inc. (Attention: General Counsel).

• [ ] Update the Master Closing Checklist to reflect completion of this filing.

This Internal Filing Memorandum is prepared for the internal records of Calderwood & Harkness LLP and is subject to attorney-client privilege and the work product doctrine. This memorandum is not intended to be, and shall not be, delivered to any party outside Calderwood & Harkness LLP without the prior written approval of the supervising partner.

END OF DOCUMENT

No.	Property Name	Property Address	County	Mortgage Recording Reference
1	Palmetto Grand Beach Resort	3100 North Ocean Boulevard, Fort Lauderdale, FL 33308	Broward County	Mortgage — Florida Properties (Broward), dated July 21, 2022; to be recorded in Broward County Official Records
2	Palmetto Oceanfront Miami Beach	4401 Collins Avenue, Miami Beach, FL 33140	Miami-Dade County	Mortgage — Florida Properties (Miami-Dade), dated July 21, 2022; to be recorded in Miami-Dade County Official Records
3	Palmetto Shores Resort & Spa	2700 South Ocean Drive, Hollywood, FL 33019	Broward County	Mortgage — Florida Properties (Broward), dated July 21, 2022; to be recorded in Broward County Official Records
4	Palmetto Key Biscayne Resort	455 Grand Bay Drive, Key Biscayne, FL 33149	Miami-Dade County	Mortgage — Florida Properties (Miami-Dade), dated July 21, 2022; to be recorded in Miami-Dade County Official Records
5	Palmetto Palm Beach Oceanfront	2800 South Ocean Boulevard, Palm Beach, FL 33480	Palm Beach County	Mortgage — Florida Properties (Palm Beach), dated July 21, 2022; to be recorded in Palm Beach County Official Records
6	Palmetto Clearwater Beach Resort	10 Baymont Street, Clearwater Beach, FL 33767	Pinellas County	Mortgage — Florida Properties (Pinellas), dated July 21, 2022; to be recorded in Pinellas County Official Records
7	Palmetto Sanibel Island Resort	937 East Gulf Drive, Sanibel, FL 33957	Lee County	Mortgage — Florida Properties (Lee), dated July 21, 2022; to be recorded in Lee County Official Records
8	Palmetto Naples Beach Club	851 Gulf Shore Boulevard North, Naples, FL 34102	Collier County	Mortgage — Florida Properties (Collier), dated July 21, 2022; to be recorded in Collier County Official Records
9	Palmetto Marco Island Resort	400 South Collier Boulevard, Marco Island, FL 34145	Collier County	Mortgage — Florida Properties (Collier), dated July 21, 2022; to be recorded in Collier County Official Records
10	Palmetto St. Augustine Beachfront	200 Vilano Road, St. Augustine Beach, FL 32080	St. Johns County	Mortgage — Florida Properties (St. Johns), dated July 21, 2022; to be recorded in St. Johns County Official Records
11	Palmetto Amelia Island Resort	5000 Amelia Island Parkway, Fernandina Beach, FL 32034	Nassau County	Mortgage — Florida Properties (Nassau), dated July 21, 2022; to be recorded in Nassau County Official Records
12	Palmetto Destin Emerald Coast	1200 Scenic Highway 98 East, Destin, FL 32541	Okaloosa County	Mortgage — Florida Properties (Okaloosa), dated July 21, 2022; to be recorded in Okaloosa County Official Records
Field	Detail
Matter	Verimark Hospitality Group Inc. — $700,000,000 Term Loan B Refinancing
C&H Engagement Number	1016-00009
Crescent Harbor Loan Number	CHB-LF-2022-07814
Filing Prepared by	Daniel Obi (Working Associate, Banking & Finance Group)
Reviewed by	Sophie Tremblay (Lead Associate, Banking & Finance Group)
Supervising Partner	Ian Blackwood (Responsible Partner, Banking & Finance Group)
Filing Date	July 21, 2022
Filing Office	Florida Department of State, Division of Corporations, Florida Secured Transaction Registry, Tallahassee, FL
Filing Method	Electronic filing via Florida Secured Transaction Registry online system
Filing Status	Filed July 21, 2022; acknowledgment copy with file-stamped date and filing number to be obtained and placed in the closing binder upon receipt from the Florida Department of State

UCC FINANCING STATEMENT (FORM UCC1)
FLORIDA SECURED TRANSACTION REGISTRY
Florida Department of State Division of Corporations Tallahassee, Florida
Filing Date: July 21, 2022
PREPARED BY AND WHEN RECORDED RETURN TO:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Attention: Sophie Tremblay / Daniel Obi
Telephone: (212) 558-4000
REFERENCE: Filed in connection with the $700,000,000 Senior Secured Term Loan B Credit Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., as Borrower, the Guarantors party thereto, the Lenders from time to time party thereto, and Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent.
UCC FINANCING STATEMENT — FORM UCC1
FLORIDA SECURED TRANSACTION REGISTRY
The undersigned Debtor authorizes the filing of this UCC Financing Statement with the Florida Department of State, Division of Corporations, Florida Secured Transaction Registry, pursuant to the Florida Uniform Commercial Code, Chapter 679, Florida Statutes, and in accordance with Revised Article 9 of the Uniform Commercial Code as adopted in the State of Florida. This Financing Statement is filed to perfect the security interest of the Secured Party in the Collateral described herein.
SECTION 1 — DEBTOR INFORMATION
(Box 1 on UCC1 Form)
1a. Organization's Name
Full Legal Name of Debtor: Palmetto Beachfront Hotels LLC
Type of Debtor:  Organization  Individual
The Debtor identified above is an Organization. This Financing Statement is filed against the Debtor in its capacity as a Guarantor and grantor of a security interest under that certain Pledge and Security Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., the Guarantors party thereto (including the Debtor), and Crescent Harbor Bank, National Association, as Collateral Agent for the Lenders.
1b. Mailing Address
Palmetto Beachfront Hotels LLC 8200 West Palmetto Park Road, Suite 1500 Boca Raton, FL 33433
The above address constitutes the principal office address of the Debtor, which is the same address as the headquarters of the Debtor's ultimate parent entity, Verimark Hospitality Group Inc.
1c. Jurisdiction and Organizational Information
Type of Organization: Limited Liability Company
Jurisdiction of Organization: Florida
Organizational Identification Number: Florida Department of State File Number L22000087341 (confirmed via Florida Division of Corporations Sunbiz.org records as of the date of filing)
Note Regarding Filing Jurisdiction: The Debtor is a limited liability company organized under the laws of the State of Florida. Pursuant to Section 679.3011, Florida Statutes (UCC § 9-301), the law of the jurisdiction under which the Debtor is organized governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Accordingly, the filing of this UCC-1 Financing Statement with the Florida Department of State, Division of Corporations, is proper to perfect a security interest in general personal property collateral of the Debtor. In addition, because this Financing Statement covers fixtures and as-extracted collateral related to real property located in the State of Florida, this filing is also proper under Section 679.5011(1)(a), Florida Statutes (UCC § 9-501(a)(1)), which provides that the office in which to file a financing statement to perfect a security interest in as-extracted collateral or timber to be cut, or in goods that are or are to become fixtures, is the office designated for the filing or recording of a record of a mortgage on the related real property. For the purposes of this fixture filing, the applicable county real property recording offices are identified in Exhibit A attached hereto, and separate fixture filing copies of this Financing Statement will be submitted to each such county recording office as necessary.
SECTION 2 — ADDITIONAL DEBTOR(S)
(Box 2 on UCC1 Form)
Additional Debtor(s): None.
This UCC-1 Financing Statement is filed with respect to Palmetto Beachfront Hotels LLC as the sole Debtor. No additional debtors are named on this Financing Statement.
Note Regarding Companion Filings: Separate UCC-1 Financing Statements are being simultaneously filed on behalf of Crescent Harbor Bank, National Association, as Collateral Agent, against each of the following additional obligors under the Credit Agreement and the Pledge and Security Agreement, which entities are organized under the laws of the State of Delaware and for which UCC filings are made with the Delaware Secretary of State:
(i) Verimark Hospitality Group Inc. (Delaware corporation; Borrower);
(ii) Verimark Resort Properties LLC (Delaware limited liability company; Guarantor);
(iii) VHG Management Services Inc. (Delaware corporation; Guarantor);
(iv) Verimark Convention Holdings LLC (Delaware limited liability company; Guarantor);
(v) Cascadia Hospitality Corp. (Delaware corporation; Guarantor); and
(vi) Verimark Hospitality Group Inc. (in its capacity as parent pledgor under the Pledge and Security Agreement).
All such companion filings are being prepared and submitted by Calderwood & Harkness LLP on behalf of the Secured Party on or about July 21, 2022, in coordination with this Florida filing.
SECTION 3 — SECURED PARTY INFORMATION
(Box 3 on UCC1 Form)
3a. Organization's Name
Full Legal Name of Secured Party:
Crescent Harbor Bank, National Association, in its capacity as Collateral Agent for the benefit of the Lenders from time to time party to the Credit Agreement (as defined below)
Type of Secured Party:  Organization  Individual
The Secured Party identified above acts in a representative capacity as Collateral Agent, and not in its individual capacity, for the benefit of the Lenders under the Credit Agreement and related Loan Documents. The security interest perfected by this Financing Statement secures the obligations of the Debtor under, and as defined in, the Pledge and Security Agreement dated as of July 21, 2022.
3b. Mailing Address
Crescent Harbor Bank, National Association Leveraged Finance / Agency Services Department 600 Lexington Avenue, 34th Floor New York, NY 10022
Attention: Theodore Marchetti, Managing Director
SECTION 4 — COLLATERAL DESCRIPTION
(Box 4 on UCC1 Form)
COLLATERAL STATEMENT.  The security interest perfected by this UCC Financing Statement covers the following collateral (the "Collateral"):
All assets of the Debtor, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, including, without limitation, all of the Debtor's right, title, and interest in and to the following:
(a) All accounts (as defined in Section 679.1021(1)(b), Florida Statutes);
(b) All chattel paper (as defined in Section 679.1021(1)(k), Florida Statutes), including all electronic chattel paper and all tangible chattel paper;
(c) All deposit accounts (as defined in Section 679.1021(1)(z), Florida Statutes);
(d) All documents (as defined in Section 679.1021(1)(bb), Florida Statutes), including all documents of title, warehouse receipts, and bills of lading;
(e) All equipment (as defined in Section 679.1021(1)(ee), Florida Statutes), including all machinery, furniture, furnishings, fixtures, vehicles, and other tangible personal property used or acquired for use in the Debtor's business operations, including all hotel furnishings, kitchen equipment, laundry equipment, fitness and spa equipment, audio-visual equipment, HVAC systems, elevators, and related components;
(f) All fixtures (as defined in Section 679.1021(1)(hh), Florida Statutes), including all goods that have become so related to particular real property that an interest in them arises under real property law, including all fixtures at, on, or within the 12 Florida coastal resort hotel properties owned by the Debtor;
(g) All general intangibles (as defined in Section 679.1021(1)(ll), Florida Statutes), including all payment intangibles and all software, and further including all liquor licenses, gaming permits (if any), hotel operating permits, franchise rights, trademarks, service marks, trade names, trade dress, domain names, customer lists, reservation databases, loyalty program data, goodwill, and intellectual property of every kind;
(h) All goods (as defined in Section 679.1021(1)(nn), Florida Statutes), including all inventory, equipment, fixtures, and other tangible personal property;
(i) All instruments (as defined in Section 679.1021(1)(rr), Florida Statutes), including all promissory notes, drafts, and negotiable instruments;
(j) All inventory (as defined in Section 679.1021(1)(uu), Florida Statutes), including all goods held for sale or lease or to be furnished under contracts of service, all raw materials, work in process, finished goods, supplies, food and beverage inventory, retail merchandise, linens, amenities, and other consumable goods used in hotel operations;
(k) All investment property (as defined in Section 679.1021(1)(vv), Florida Statutes), including all securities (whether certificated or uncertificated), security entitlements, securities accounts, membership interests, partnership interests, limited liability company interests, commodity contracts, and commodity accounts;
(l) All letter-of-credit rights (as defined in Section 679.1021(1)(xx), Florida Statutes), whether or not the letter of credit is evidenced by a writing;
(m) All commercial tort claims (as defined in Section 679.1021(1)(n), Florida Statutes), as identified and described in writing from time to time by the Debtor to the Collateral Agent in accordance with the requirements of the Pledge and Security Agreement;
(n) All supporting obligations (as defined in Section 679.1021(1)(hhh), Florida Statutes), including all letters of credit, guarantees, suretyship agreements, and other credit enhancements supporting any of the foregoing Collateral;
(o) All money (as defined in Section 679.1021(1)(ddd), Florida Statutes), including cash and currency;
(p) All oil, gas, and other minerals (as-extracted collateral as defined in Section 679.1021(1)(a), Florida Statutes), to the extent, if any, that the Debtor has any right, title, or interest in minerals that are subject to extraction from the real property owned by the Debtor;
(q) All proceeds and products of any and all of the foregoing Collateral (as defined in Section 679.1021(1)(fff), Florida Statutes), including all cash proceeds, noncash proceeds, insurance proceeds, condemnation awards, and other amounts payable in respect of or in substitution for any of the foregoing;
(r) All books and records relating to any of the foregoing, including all computer programs, databases, electronically stored information, files, correspondence, and other records, whether in tangible or electronic form, that evidence, relate to, or are associated with the Debtor's assets, business, or operations.
ADDITIONAL SPECIFIC DESCRIPTION — HOTEL PROPERTY INCOME AND CONTRACT RIGHTS
In addition to the foregoing, the Collateral includes all of the Debtor's right, title, and interest in, to, and under the following:
All leases, rents, issues, profits, revenues, royalties, and income of every kind arising from or relating to the real property comprising the twelve (12) Florida coastal resort hotel properties owned by the Debtor, including, without limitation:
(i) all lease and sublease agreements (including ground leases, retail leases, restaurant leases, spa leases, and conference center leases), together with all amendments, supplements, extensions, renewals, replacements, and guarantees thereof;
(ii) all hotel management agreements, including the master management agreement with VHG Management Services Inc. and any third-party management agreements;
(iii) all franchise agreements, including all brand license agreements and brand affiliation agreements with nationally recognized hotel brands;
(iv) all booking and reservation agreements, online travel agency agreements, group booking contracts, and corporate rate agreements;
(v) all food and beverage service agreements, catering contracts, and banquet agreements;
(vi) all parking agreements, valet service agreements, and ground transportation contracts;
(vii) all spa and wellness service agreements, golf course operating agreements (if applicable), and recreational facility contracts;
(viii) all advertising, marketing, and promotional agreements;
(ix) all utility agreements, maintenance and service contracts, landscaping agreements, and property management contracts; and
(x) all other agreements, contract rights, claims, causes of action, and choses in action related to the ownership, operation, management, or leasing of the 12 Florida coastal resort hotel properties.
CROSS-REFERENCE TO PLEDGE AND SECURITY AGREEMENT
The Collateral described herein is more fully described in that certain Pledge and Security Agreement dated as of July 21, 2022 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation, as Borrower, the Guarantors party thereto from time to time (including the Debtor), and Crescent Harbor Bank, National Association, a national banking association, as Collateral Agent for the benefit of the Secured Parties (as defined therein). In the event of any conflict between the description of the Collateral in this Financing Statement and the description of the Collateral in the Security Agreement, the Security Agreement shall control; provided, however, that any limitation on the scope of Collateral contained in the Security Agreement shall not limit or restrict the scope of this Financing Statement for purposes of perfection under Revised Article 9 of the Uniform Commercial Code.
SECTION 5 — CHECK BOXES / FILING INDICATORS
(boxes 5 and 6 on UCC1 Form)
5a. Check if Applicable:
This Financing Statement covers timber to be cut.
This Financing Statement covers as-extracted collateral. (Applicable to the extent the Debtor holds any interest in oil, gas, or other minerals subject to extraction from the real property owned by the Debtor.)
This Financing Statement is filed as a fixture filing. (Filed with respect to real-property-related collateral at the 12 Florida hotel property locations, including all fixtures now or hereafter located at, on, or within such properties.)
5b. Real Property Description (Fixture Filing)
For fixture filing purposes, this Financing Statement relates to real property comprising twelve (12) hotel properties located in the State of Florida, all of which are owned by Palmetto Beachfront Hotels LLC, the Debtor named herein, as more particularly described below and in Exhibit A attached hereto and incorporated herein by reference:
The real property consists of the 12 Florida coastal resort hotel properties owned by the Debtor, as more particularly described in the mortgages, deeds of trust, security deeds, and related instruments (collectively, the "Mortgages") executed by Palmetto Beachfront Hotels LLC, as mortgagor, in favor of Crescent Harbor Bank, National Association, as Collateral Agent, as mortgagee, which Mortgages have been or are to be recorded in the applicable county recording offices in the State of Florida.
Specific legal descriptions of each of the 12 Florida coastal resort hotel properties are set forth in Exhibit A hereto, which are incorporated by reference from the recorded Mortgages or, with respect to Mortgages not yet recorded as of the date of this filing, from the execution versions of such Mortgages dated July 21, 2022.
Record Owner of the Real Property:
Palmetto Beachfront Hotels LLC 8200 West Palmetto Park Road, Suite 1500 Boca Raton, FL 33433
The Debtor is the record owner of all 12 Florida coastal resort hotel properties identified in Exhibit A. Title to each such property was confirmed by owner's title insurance policies issued in connection with the closing of the $700,000,000 Senior Secured Term Loan B Credit Agreement.
SECTION 6 — ADDITIONAL INFORMATION
6a. Assignee of Secured Party
Not applicable. Crescent Harbor Bank, National Association, is the original Collateral Agent under the Credit Agreement and the Security Agreement, and no assignment of the Secured Party's interest has occurred as of the date of this filing.
6b. Additional Party Information and Cross-References
Crescent Harbor Bank, National Association, acts as Collateral Agent not in its individual capacity but solely in its capacity as agent for the benefit of the Lenders and other Secured Parties under the following agreements:
(i) Credit Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., as Borrower, the Guarantors party thereto (including Palmetto Beachfront Hotels LLC), the Lenders from time to time party thereto, Crescent Harbor Bank, National Association, as Administrative Agent, and Crescent Harbor Bank, National Association, as Collateral Agent, pursuant to which the Lenders have made available to the Borrower a senior secured term loan B facility in an aggregate principal amount of Seven Hundred Million Dollars ($700,000,000) (the "Term Loan B Facility").
(ii) Amended and Restated Intercreditor Agreement dated as of July 21, 2022 (the "Intercreditor Agreement"), among Crescent Harbor Bank, National Association, in its capacity as Collateral Agent for the Term Loan B Lenders, and Crescent Harbor Bank, National Association, in its capacity as Collateral Agent for the Revolving Lenders, governing the pari passu sharing of first-lien collateral between the $700,000,000 Term Loan B Facility and the $400,000,000 revolving credit facility (the "Revolving Facility") provided under a separate revolving credit agreement of even date herewith.
The security interest perfected by this Financing Statement secures, among other things, the Obligations (as defined in the Security Agreement) of the Debtor, including all amounts owing under the Credit Agreement, the Security Agreement, and the other Loan Documents.
SECTION 7 — FILING OFFICE INFORMATION
Filing Office: Florida Department of State, Division of Corporations, Florida Secured Transaction Registry
Filing Address: Florida Department of State Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301
Filing Fee: Standard Florida UCC-1 Financing Statement filing fee (currently $10.00 for electronic filing pursuant to Section 679.5251, Florida Statutes)
Filing Method: Electronic filing via the Florida Secured Transaction Registry online system (https://uccfilings.dos.state.fl.us)
EXHIBIT A
REAL PROPERTY DESCRIPTIONS (For Fixture Filing Purposes)
The following is a list of the twelve (12) Florida coastal resort hotel properties owned by Palmetto Beachfront Hotels LLC, the Debtor, to which this Financing Statement relates for fixture filing purposes. For each property, the county of recording, property address, and reference to the applicable mortgage is set forth below. The full legal description of each property is as set forth in the applicable Mortgage executed by Palmetto Beachfront Hotels LLC, as mortgagor, in favor of Crescent Harbor Bank, National Association, as Collateral Agent, as mortgagee, dated July 21, 2022 (execution version), to be recorded in the applicable county recording offices on or before August 5, 2022, pursuant to the terms of the Post-Closing Letter Agreement dated as of July 21, 2022.
Cross-Reference: Mortgage — Florida Properties (Palmetto Beachfront Hotels LLC), execution versions dated July 21, 2022, each in favor of Crescent Harbor Bank, National Association, as Collateral Agent for the Secured Parties, to be recorded in the Official Records of the respective counties listed above on or before August 5, 2022, in accordance with Section 4.2 of the Post-Closing Letter Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., Palmetto Beachfront Hotels LLC, and Crescent Harbor Bank, National Association, as Collateral Agent.
Record Owner of All Properties: Palmetto Beachfront Hotels LLC, a Florida limited liability company, 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433.
Full metes and bounds legal descriptions for each of the above-referenced properties are set forth in the applicable Mortgages and are incorporated herein by reference. To the extent that such Mortgages have not yet been recorded in the applicable county recording offices as of the date of this filing, the legal descriptions are taken from the execution versions of such Mortgages held in the closing files of Calderwood & Harkness LLP.
TRANSMITTAL LETTER / FILING INSTRUCTIONS
July 21, 2022
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, NY 10006
VIA ELECTRONIC FILING
Florida Department of State Division of Corporations Florida Secured Transaction Registry Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301
Re: UCC-1 Financing Statement Filing Debtor: Palmetto Beachfront Hotels LLC Secured Party: Crescent Harbor Bank, National Association, as Collateral Agent
Dear Sir or Madam:
On behalf of our client, Crescent Harbor Bank, National Association, in its capacity as Collateral Agent for the Lenders under the Credit Agreement described below, we respectfully request the filing of the enclosed UCC-1 Financing Statement with the Florida Secured Transaction Registry maintained by the Florida Department of State, Division of Corporations.
Enclosed for Filing:
1.  UCC-1 Financing Statement (Form UCC1), original for filing, naming Palmetto Beachfront Hotels LLC as Debtor and Crescent Harbor Bank, National Association, as Collateral Agent, as Secured Party.
2.  Filing fee payment in the amount of the standard Florida UCC-1 filing fee, submitted electronically through the Florida Secured Transaction Registry online filing system.
3.  Exhibit A to the Financing Statement (Real Property Descriptions for Fixture Filing Purposes).
Request for Acknowledgment: Upon completion of the filing, we respectfully request that an acknowledgment copy of the filed Financing Statement bearing the file-stamped date and the filing number assigned by the Florida Secured Transaction Registry be returned to the undersigned at the following address:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Attention: Daniel Obi
Companion Filings — UCC-3 Termination Statements: In connection with this filing, please note that UCC-3 Financing Statement Amendments (Termination) are being simultaneously filed with the Florida Secured Transaction Registry to terminate the existing UCC-1 Financing Statements filed by Greystone Federal Credit Corp., as former collateral agent, against Palmetto Beachfront Hotels LLC. These termination filings relate to the payoff and discharge of the existing $625,000,000 Senior Secured Term Loan B (CUSIP 92347LAA0) originally closed on February 14, 2020, the obligations under which are being repaid in full on the date hereof from the proceeds of the $700,000,000 Senior Secured Term Loan B Credit Agreement dated as of July 21, 2022. The termination statements are being filed pursuant to authorization received from Greystone Federal Credit Corp., as former Collateral Agent, in the form of a UCC-3 Authorization Letter dated July 18, 2022, a copy of which is maintained in our closing files.
Additional Filings in Other Jurisdictions: Companion UCC-1 Financing Statements are being filed on the same date with the Delaware Secretary of State against each of the following Delaware-organized entities that are Guarantors or the Borrower under the Credit Agreement: Verimark Hospitality Group Inc., Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, and Cascadia Hospitality Corp. Those filings are the subject of separate transmittal letters.
Should you have any questions regarding this filing or require any additional information, please do not hesitate to contact the undersigned.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Daniel Obi Associate, Banking & Finance Group Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006 Telephone: (212) 558-4217
Email: daniel.obi@calderwoodharkness.com
INTERNAL FILING MEMORANDUM / RECORD
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT FOR INTERNAL CALDERWOOD & HARKNESS LLP USE ONLY
Cross-References to Related Filings and Documents
1.  Companion Delaware UCC-1 Filings. UCC-1 Financing Statements filed with the Delaware Secretary of State on July 21, 2022, against each of the following entities: (a) Verimark Hospitality Group Inc.; (b) Verimark Resort Properties LLC; (c) VHG Management Services Inc.; (d) Verimark Convention Holdings LLC; and (e) Cascadia Hospitality Corp. These filings were prepared by Daniel Obi and reviewed by Sophie Tremblay under the same engagement number.
2.  UCC-3 Termination Statements — Greystone Federal Credit Corp. UCC-3 Financing Statement Amendments (Termination) filed on July 21, 2022, with the Florida Secured Transaction Registry and the Delaware Secretary of State, as applicable, to terminate all existing UCC-1 Financing Statements filed by or on behalf of Greystone Federal Credit Corp. (as former collateral agent) against Palmetto Beachfront Hotels LLC and the other borrower/guarantor entities under the prior $625,000,000 Term Loan B (CUSIP 92347LAA0, originally closed February 14, 2020). Authorization for such terminations was received from Greystone Federal Credit Corp. pursuant to UCC-3 Authorization Letter dated July 18, 2022.
3.  Perfection Certificate. Perfection Certificate dated as of July 21, 2022, executed by Verimark Hospitality Group Inc. and the Guarantors (including Palmetto Beachfront Hotels LLC), delivered to the Collateral Agent and the Lenders on the Closing Date. The Perfection Certificate sets forth, among other things, the exact legal names, jurisdictions of organization, organizational identification numbers, prior names, locations of assets, and other information necessary for proper UCC filings.
4.  Pledge and Security Agreement. Pledge and Security Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., the Guarantors party thereto (including Palmetto Beachfront Hotels LLC), and Crescent Harbor Bank, National Association, as Collateral Agent. This agreement constitutes the "security agreement" for purposes of Revised Article 9 of the UCC and authorizes the filing of this Financing Statement.
5.  Master Closing Checklist. This UCC-1 Financing Statement corresponds to Item 7.3(b)(ii) on the Master Closing Checklist for the $700,000,000 Senior Secured Term Loan B Refinancing Transaction.
6.  IP Security Agreement — USPTO and Copyright Office Filings. A separate intellectual Property Security Agreement dated as of July 21, 2022, was executed by the applicable Loan Parties and filed with the United States Patent and Trademark Office and the United States Copyright Office in July 2022. Those filings are covered under separate transmittal letters and are tracked under a separate line item on the Master Closing Checklist.
7.  Mortgages — Florida Properties. Mortgages covering the 12 Florida coastal resort hotel properties owned by Palmetto Beachfront Hotels LLC, executed in favor of Crescent Harbor Bank, National Association, as Collateral Agent, dated July 21, 2022. Recording of such Mortgages in the applicable county recording offices in the State of Florida is to be completed on or before August 5, 2022, pursuant to the Post-Closing Letter Agreement.
Lien Search Confirmation
Pre-filing lien searches were completed on July 15, 2022, by Ashgrove Services Inc., as search agent, at the direction of Calderwood & Harkness LLP. The following is a summary of the search results as they relate to the Debtor:
Debtor Searched: Palmetto Beachfront Hotels LLC
Jurisdictions Searched:
(a) Florida Department of State, Division of Corporations, Florida Secured Transaction Registry (UCC Article 9 filings);
(b) Broward County Official Records (real property, fixture filings, and judgment liens);
(c) Miami-Dade County Official Records (real property, fixture filings, and judgment liens);
(d) Palm Beach County Official Records (real property, fixture filings, and judgment liens);
(e) Pinellas County Official Records (real property, fixture filings, and judgment liens);
(f) Lee County Official Records (real property, fixture filings, and judgment liens);
(g) Collier County Official Records (real property, fixture filings, and judgment liens);
(h) St. Johns County Official Records (real property, fixture filings, and judgment liens);
(i) Nassau County Official Records (real property, fixture filings, and judgment liens);
(j) Okaloosa County Official Records (real property, fixture filings, and judgment liens);
(k) Federal tax lien search — Internal Revenue Service filings in Florida;
(l) Florida state tax lien search — Florida Department of Revenue;
(m) Judgment lien and litigation search — Broward County, Miami-Dade County, Palm Beach County, Pinellas County, Lee County, Collier County, St. Johns County, Nassau County, and Okaloosa County Circuit Courts; and
(n) Federal judgment lien and bankruptcy search — United States District Court for the Southern District of Florida and the United States Bankruptcy Court for the Southern District of Florida.
Results:
The lien searches identified the following existing UCC-1 Financing Statements filed against Palmetto Beachfront Hotels LLC:
(i) UCC-1 Financing Statement, Florida Secured Transaction Registry Filing No. 202000318742, filed February 14, 2020, naming Greystone Federal Credit Corp. as Secured Party, covering all assets of the Debtor. Status: To be terminated simultaneously with this filing via UCC-3 Termination Statement filed July 21, 2022.
(ii) UCC-1 Financing Statement, Florida Secured Transaction Registry Filing No. 202000318758, filed February 14, 2020, naming Greystone Federal Credit Corp. as Secured Party, filed as a fixture filing covering the 12 Florida hotel properties. Status: To be terminated simultaneously with this filing via UCC-3 Termination Statement filed July 21, 2022.
No other adverse liens, judgments, tax liens, or encumbrances were identified against the Debtor as of the date of the search.
Action Items.  
•  [ ] Confirm receipt of acknowledgment copy from the Florida Secured Transaction Registry with file-stamped date and filing number.
•  [ ] Place acknowledgment copy in the closing binder for Matter 1016-00009.
•  [ ] Calendar continuation filing date (five-year anniversary: July 21, 2027) for UCC-3 Continuation Statement.
•  [ ] Confirm recording of Mortgages in all applicable county recording offices on or before August 5, 2022.
•  [ ] Deliver copies of filed Financing Statement to Crescent Harbor Bank, National Association (Attention: Theodore Marchetti) and to client Verimark Hospitality Group Inc. (Attention: General Counsel).
•  [ ] Update the Master Closing Checklist to reflect completion of this filing.
This Internal Filing Memorandum is prepared for the internal records of Calderwood & Harkness LLP and is subject to attorney-client privilege and the work product doctrine. This memorandum is not intended to be, and shall not be, delivered to any party outside Calderwood & Harkness LLP without the prior written approval of the supervising partner.
END OF DOCUMENT
No. | Property Name | Property Address | County | Mortgage Recording Reference
1 | Palmetto Grand Beach Resort | 3100 North Ocean Boulevard, Fort Lauderdale, FL 33308 | Broward County | Mortgage — Florida Properties (Broward), dated July 21, 2022; to be recorded in Broward County Official Records
2 | Palmetto Oceanfront Miami Beach | 4401 Collins Avenue, Miami Beach, FL 33140 | Miami-Dade County | Mortgage — Florida Properties (Miami-Dade), dated July 21, 2022; to be recorded in Miami-Dade County Official Records
3 | Palmetto Shores Resort & Spa | 2700 South Ocean Drive, Hollywood, FL 33019 | Broward County | Mortgage — Florida Properties (Broward), dated July 21, 2022; to be recorded in Broward County Official Records
4 | Palmetto Key Biscayne Resort | 455 Grand Bay Drive, Key Biscayne, FL 33149 | Miami-Dade County | Mortgage — Florida Properties (Miami-Dade), dated July 21, 2022; to be recorded in Miami-Dade County Official Records
5 | Palmetto Palm Beach Oceanfront | 2800 South Ocean Boulevard, Palm Beach, FL 33480 | Palm Beach County | Mortgage — Florida Properties (Palm Beach), dated July 21, 2022; to be recorded in Palm Beach County Official Records
6 | Palmetto Clearwater Beach Resort | 10 Baymont Street, Clearwater Beach, FL 33767 | Pinellas County | Mortgage — Florida Properties (Pinellas), dated July 21, 2022; to be recorded in Pinellas County Official Records
7 | Palmetto Sanibel Island Resort | 937 East Gulf Drive, Sanibel, FL 33957 | Lee County | Mortgage — Florida Properties (Lee), dated July 21, 2022; to be recorded in Lee County Official Records
8 | Palmetto Naples Beach Club | 851 Gulf Shore Boulevard North, Naples, FL 34102 | Collier County | Mortgage — Florida Properties (Collier), dated July 21, 2022; to be recorded in Collier County Official Records
9 | Palmetto Marco Island Resort | 400 South Collier Boulevard, Marco Island, FL 34145 | Collier County | Mortgage — Florida Properties (Collier), dated July 21, 2022; to be recorded in Collier County Official Records
10 | Palmetto St. Augustine Beachfront | 200 Vilano Road, St. Augustine Beach, FL 32080 | St. Johns County | Mortgage — Florida Properties (St. Johns), dated July 21, 2022; to be recorded in St. Johns County Official Records
11 | Palmetto Amelia Island Resort | 5000 Amelia Island Parkway, Fernandina Beach, FL 32034 | Nassau County | Mortgage — Florida Properties (Nassau), dated July 21, 2022; to be recorded in Nassau County Official Records
12 | Palmetto Destin Emerald Coast | 1200 Scenic Highway 98 East, Destin, FL 32541 | Okaloosa County | Mortgage — Florida Properties (Okaloosa), dated July 21, 2022; to be recorded in Okaloosa County Official Records
Field | Detail
Matter | Verimark Hospitality Group Inc. — $700,000,000 Term Loan B Refinancing
C&H Engagement Number | 1016-00009
Crescent Harbor Loan Number | CHB-LF-2022-07814
Filing Prepared by | Daniel Obi (Working Associate, Banking & Finance Group)
Reviewed by | Sophie Tremblay (Lead Associate, Banking & Finance Group)
Supervising Partner | Ian Blackwood (Responsible Partner, Banking & Finance Group)
Filing Date | July 21, 2022
Filing Office | Florida Department of State, Division of Corporations, Florida Secured Transaction Registry, Tallahassee, FL
Filing Method | Electronic filing via Florida Secured Transaction Registry online system
Filing Status | Filed July 21, 2022; acknowledgment copy with file-stamped date and filing number to be obtained and placed in the closing binder upon receipt from the Florida Department of State

UCC FINANCING STATEMENT (FORM UCC1)

FLORIDA SECURED TRANSACTION REGISTRY

PREPARED BY AND WHEN RECORDED RETURN TO:

FLORIDA SECURED TRANSACTION REGISTRY

CROSS-REFERENCE TO PLEDGE AND SECURITY AGREEMENT

EXHIBIT A

TRANSMITTAL LETTER / FILING INSTRUCTIONS

VIA ELECTRONIC FILING

CALDERWOOD & HARKNESS LLP

INTERNAL FILING MEMORANDUM / RECORD

END OF DOCUMENT

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