UCC-3 FINANCING STATEMENT AMENDMENTS

UCC-3 FINANCING STATEMENT AMENDMENTS
TERMINATION OF EXISTING GREYSTONE FEDERAL CREDIT CORP. LIENS
Filing Date: July 21, 2022
Prepared by:
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Engagement Number: 1016-00009
Matter: Verimark Hospitality Group Inc. $700,000,000 Term Loan B Refinancing
Purpose:
Termination of all UCC-1 financing statements filed in favor of Greystone Federal Credit Corp., as Administrative Agent, in connection with the payoff and discharge of the existing $625,000,000 Term Loan B credit facility among Verimark Hospitality Group Inc. (as Borrower), the Guarantors party thereto, Greystone Federal Credit Corp. (as Administrative Agent), and the Lenders party thereto, originally closed on February 14, 2020.
THIS FILING PACKAGE CONTAINS PRIVILEGED AND CONFIDENTIAL INFORMATION. DISTRIBUTION IS LIMITED TO AUTHORIZED PARTIES ONLY.
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TRANSMITTAL MEMORANDUM
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, NY 10006
MEMORANDUM
This memorandum accompanies the package of six (6) UCC-3 financing statement amendments (each a "Termination Statement" and collectively, the "Termination Statements") to be filed simultaneously with the closing of the $700,000,000 Term Loan B Credit Facility (the "New TLB") with Crescent Harbor Bank, N.A. ("Crescent Harbor"), as Administrative Agent and Collateral Agent, and the corresponding payoff and full discharge of the existing $625,000,000 Term Loan B Credit Facility (the "Existing TLB") with Greystone Federal Credit Corp. ("Greystone"), as Administrative Agent and Collateral Agent.
Authorization. The filing of these Termination Statements has been authorized pursuant to the Lien Release and Termination Authorization letter (the "Authorization Letter") executed by Marion Stillwell, Vice President, Agency Services, Greystone Federal Credit Corp., dated July 21, 2022. A copy of the Authorization Letter is attached hereto as Exhibit A. The Authorization Letter confirms that Greystone, in its capacity as Secured Party of Record and Administrative Agent under the Existing TLB, authorizes counsel to Verimark Hospitality Group Inc. ("VHG" or the "Borrower") to file all UCC-3 termination statements upon receipt of payoff funds.
Payoff Confirmation. The Payoff Letter was finalized on July 19, 2022 (the "Payoff Letter") and establishes the total payoff amount as approximately $627,916,667, calculated as follows:
Wire transfer of the full payoff amount was initiated on July 21, 2022 to the account designated by Greystone in the Payoff Letter. Upon receipt and confirmation of the payoff funds, Greystone authorized VHG's counsel to proceed with the filing of all UCC-3 Termination Statements contained herein. Confirmation of wire receipt was received from Greystone's Agency Services department at approximately 11:47 a.m. Eastern Time on July 21, 2022.
Scope of Filing Package. This filing package includes the following six (6) UCC-3 Financing Statement Amendments (Terminations), each corresponding to an existing UCC-1 financing statement filed in favor of Greystone in connection with the Existing TLB:
1.  Form 1 — UCC-3 Termination: Verimark Hospitality Group Inc. (Debtor) — Delaware Secretary of State
2.  Form 2 — UCC-3 Termination: Verimark Resort Properties LLC (Debtor) — Delaware Secretary of State
3.  Form 3 — UCC-3 Termination: VHG Management Services Inc. (Debtor) — Delaware Secretary of State
4.  Form 4 — UCC-3 Termination: Verimark Convention Holdings LLC (Debtor) — Delaware Secretary of State
5.  Form 5 — UCC-3 Termination: Cascadia Hospitality Corp. (Debtor) — Delaware Secretary of State
6.  Form 6 — UCC-3 Termination: Palmetto Beachfront Hotels LLC (Debtor) — Florida Department of State, Division of Corporations (Florida Secured Transaction Registry)
Lien Search Confirmation. All filings in this package correspond to the existing UCC-1 financing statements identified in the Lien Search Summary and Analysis dated July 15, 2022, prepared by Daniel Obi of Calderwood & Harkness LLP (the "Lien Search Report"). The Lien Search Report confirmed that the six UCC-1 financing statements listed above represent the entirety of Greystone's perfected security interests in personal property of VHG and the Guarantors under the Existing TLB. No additional UCC-1 financing statements, fixture filings, or other personal property lien filings in favor of Greystone were identified in the searches conducted.
Coordination with New UCC-1 Filings. Simultaneously with the filing of these Termination Statements, new UCC-1 financing statements are being filed in favor of Crescent Harbor Bank, N.A. (as Collateral Agent) in connection with the New TLB. The coordination of the termination of existing Greystone liens and the perfection of new Crescent Harbor liens is designed to ensure no gap in lien perfection with respect to the collateral securing both the New TLB and the existing $400,000,000 Revolving Credit Facility for which Crescent Harbor serves as agent on a pari passu basis under the Amended and Restated Intercreditor Agreement.
Please do not hesitate to contact me with any questions regarding the contents of this filing package.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Sophie Tremblay Associate
Phone: (212) 558-4000
Email: stremblay@calderwoodharkness.com
SCHEDULE OF EXISTING UCC-1 FILINGS TO BE TERMINATED
The following table sets forth a comprehensive listing of all existing UCC-1 financing statements filed in favor of Greystone Federal Credit Corp. ("Greystone"), as Secured Party, in connection with the $625,000,000 Term Loan B Credit Agreement dated February 14, 2020 (the "Existing TLB Credit Agreement"), each of which is to be terminated pursuant to the UCC-3 financing statement amendments contained in this filing package. All information has been verified against the Lien Search Summary and Analysis dated July 15, 2022.
Secured Party Address (all filings): Greystone Federal Credit Corp., 200 Park Avenue South, 22nd Floor, New York, NY 10003.
Debtor Address (all filings): 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 (c/o Verimark Hospitality Group Inc.).
Filing 1: Verimark Hospitality Group Inc. — Delaware Secretary of State
Verimark Hospitality Group Inc. is the Borrower under the Existing TLB Credit Agreement and the direct or indirect parent entity of each of the other Debtors listed in this schedule. This UCC-1 financing statement represents the primary blanket lien on the Borrower's personal property assets.
Filing 2: Verimark Resort Properties LLC — Delaware Secretary of State
Note: Verimark Resort Properties LLC is a wholly owned subsidiary of Verimark Hospitality Group Inc. and owns forty-two (42) of the seventy-four (74) hotel properties in the VHG portfolio, with an aggregate appraised value of approximately $2.18 billion as of the most recent valuation date.
Filing 3: VHG Management Services Inc. — Delaware Secretary of State
VHG Management Services Inc. is a wholly owned subsidiary of Verimark Hospitality Group Inc. and serves as the management and operating services entity for the VHG hotel portfolio.
Filing 4: Verimark Convention Holdings LLC — Delaware Secretary of State
Verimark Convention Holdings LLC is a wholly owned subsidiary of Verimark Hospitality Group Inc. and holds the convention center and meeting space assets associated with certain hotel properties in the VHG portfolio.
Filing 5: Cascadia Hospitality Corp. — Delaware Secretary of State
Note: Cascadia Hospitality Corp. is a wholly owned subsidiary of Verimark Hospitality Group Inc. and operates eight (8) Pacific Northwest hotel properties located in the states of Washington and Oregon.
Filing 6: Palmetto Beachfront Hotels LLC — Florida Secured Transaction Registry
Note on Filing Jurisdiction: Palmetto Beachfront Hotels LLC is organized under the laws of the State of Florida. Pursuant to UCC Section 9-307(e), the location of a registered organization organized under state law is its state of organization. Accordingly, the UCC-1 financing statement with respect to this Debtor was filed with the Florida Secured Transaction Registry (administered by the Florida Department of State, Division of Corporations) rather than with the Delaware Secretary of State. The corresponding UCC-3 termination statement is likewise filed with the Florida Secured Transaction Registry. Palmetto Beachfront Hotels LLC is a wholly owned subsidiary of Verimark Hospitality Group Inc. and owns twelve (12) Florida coastal resort properties.
UCC-3 FINANCING STATEMENT AMENDMENT — FORM 1
UCC FINANCING STATEMENT AMENDMENT (Form UCC3 — Rev. 04/20/11)
VERIMARK HOSPITALITY GROUP INC. (Debtor)
Item 1 — Initial Financing Statement Information
Item 1a — Initial Financing Statement File Number: 2020-0891247
Item 1b — Filing Office Where Initial Financing Statement Was Filed:
Delaware Secretary of State John G. Townsend Building 401 Federal Street, Suite 4 Dover, DE 19901
Item 1c — Date of Filing of Initial Financing Statement: February 14, 2020
Item 2 — Amendment Information
This Financing Statement Amendment is filed to:
TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the Debtor named in this Amendment.
CONTINUATION — Effectiveness of the Financing Statement identified above with respect to the Debtor named in this Amendment is continued for an additional period provided by applicable law.
ASSIGNMENT (full or partial) — Provide name of Assignee in Item 4, and, if partial assignment, indicate affected collateral in Item 5.
AMENDMENT — Amend information relating to the Debtor, Secured Party, and/or the collateral as indicated below.
Item 3 — Debtor Information
Item 3a — Debtor's Exact Full Legal Name:
Organization's Name: Verimark Hospitality Group Inc.
Item 3b — Organization Information:
Item 3c — Mailing Address:
8200 West Palmetto Park Road Suite 1500 Boca Raton, FL 33433
Item 4 — Secured Party of Record
Item 4a — Name:
Organization's Name: Greystone Federal Credit Corp.
Item 4b — Mailing Address:
200 Park Avenue South 22nd Floor New York, NY 10003
Item 5 — Filer / Filing Party Information
This UCC-3 Financing Statement Amendment (Termination) is filed by the Secured Party of Record, Greystone Federal Credit Corp., through its authorized representative.
Authorization: This filing is authorized pursuant to the Lien Release and Termination Authorization letter from Greystone Federal Credit Corp. (signed by Marion Stillwell, Vice President, Agency Services) dated July 21, 2022, a copy of which is attached hereto as Exhibit A.
Contact Information for Filer:
Calderwood & Harkness LLP (as counsel to Verimark Hospitality Group Inc.) One Liberty Plaza, 52nd Floor New York, NY 10006
Attention: Sophie Tremblay
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
Email: stremblay@calderwoodharkness.com
Item 6 — Optional Filer Reference Data
1016-00009 / CHB-LF-2022-07814 / Greystone TLB Payoff — July 21, 2022
Item 7 — Filing Fee
Filing fee enclosed in the amount required by the applicable filing office. For Delaware Secretary of State electronic filing: $200.00.
FILING OFFICE COPY — NATIONAL UCC Financing Statement Amendment (Form UCC3) — Filed pursuant to Article 9 of the Uniform Commercial Code.
UCC-3 FINANCING STATEMENT AMENDMENT — FORM 2
UCC FINANCING STATEMENT AMENDMENT (Form UCC3 — Rev. 04/20/11)
VERIMARK RESORT PROPERTIES LLC (Debtor)
Item 1 — Initial Financing Statement Information
Item 1a — Initial Financing Statement File Number: 2020-0891263
Item 1b — Filing Office Where Initial Financing Statement Was Filed:
Delaware Secretary of State John G. Townsend Building 401 Federal Street, Suite 4 Dover, DE 19901
Item 1c — Date of Filing of Initial Financing Statement: February 14, 2020
Item 2 — Amendment Information
This Financing Statement Amendment is filed to:
TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the Debtor named in this Amendment.
CONTINUATION
ASSIGNMENT (full or partial)
AMENDMENT
Item 3 — Debtor Information
Item 3a — Debtor's Exact Full Legal Name:
Organization's Name: Verimark Resort Properties LLC
Item 3b — Organization Information:
Item 3c — Mailing Address:
8200 West Palmetto Park Road Suite 1500 Boca Raton, FL 33433
Item 4 — Secured Party of Record
Item 4a — Name:
Organization's Name: Greystone Federal Credit Corp.
Item 4b — Mailing Address:
200 Park Avenue South 22nd Floor New York, NY 10003
Item 5 — Filer / Filing Party Information
This UCC-3 Financing Statement Amendment (Termination) is filed by the Secured Party of Record, Greystone Federal Credit Corp., through its authorized representative, pursuant to the Lien Release and Termination Authorization letter dated July 21, 2022.
Contact Information for Filer:
Calderwood & Harkness LLP (as counsel to Verimark Hospitality Group Inc.) One Liberty Plaza, 52nd Floor New York, NY 10006
Attention: Sophie Tremblay
Telephone: (212) 558-4000
Item 6 — Optional Filer Reference Data
1016-00009 / CHB-LF-2022-07814 / Greystone TLB Payoff — July 21, 2022
Item 7 — Filing Fee
Filing fee enclosed in the amount required by the applicable filing office. For Delaware Secretary of State electronic filing: $200.00.
UCC-3 FINANCING STATEMENT AMENDMENT — FORM 3
UCC FINANCING STATEMENT AMENDMENT (Form UCC3 — Rev. 04/20/11)
VHG MANAGEMENT SERVICES INC. (Debtor)
Item 1 — Initial Financing Statement Information
Item 1a — Initial Financing Statement File Number: 2020-0891278
Item 1b — Filing Office Where Initial Financing Statement Was Filed:
Delaware Secretary of State John G. Townsend Building 401 Federal Street, Suite 4 Dover, DE 19901
Item 1c — Date of Filing of Initial Financing Statement: February 14, 2020
Item 2 — Amendment Information
This Financing Statement Amendment is filed to:
TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the Debtor named in this Amendment.
CONTINUATION
ASSIGNMENT (full or partial)
AMENDMENT
Item 3 — Debtor Information
Item 3a — Debtor's Exact Full Legal Name:
Organization's Name: VHG Management Services Inc.
Item 3b — Organization Information:
Item 3c — Mailing Address:
8200 West Palmetto Park Road Suite 1500 Boca Raton, FL 33433
Item 4 — Secured Party of Record
Item 4a — Name:
Organization's Name: Greystone Federal Credit Corp.
Item 4b — Mailing Address:
200 Park Avenue South 22nd Floor New York, NY 10003
Item 5 — Filer / Filing Party Information
This UCC-3 Financing Statement Amendment (Termination) is filed by the Secured Party of Record, Greystone Federal Credit Corp., through its authorized representative, pursuant to the Lien Release and Termination Authorization letter dated July 21, 2022.
Contact Information for Filer:
Calderwood & Harkness LLP (as counsel to Verimark Hospitality Group Inc.) One Liberty Plaza, 52nd Floor New York, NY 10006
Attention: Sophie Tremblay
Telephone: (212) 558-4000
Item 6 — Optional Filer Reference Data
1016-00009 / CHB-LF-2022-07814 / Greystone TLB Payoff — July 21, 2022
Item 7 — Filing Fee
Filing fee enclosed in the amount required by the applicable filing office. For Delaware Secretary of State electronic filing: $200.00.
UCC-3 FINANCING STATEMENT AMENDMENT — FORM 4
UCC FINANCING STATEMENT AMENDMENT (Form UCC3 — Rev. 04/20/11)
VERIMARK CONVENTION HOLDINGS LLC (Debtor)
Item 1 — Initial Financing Statement Information
Item 1a — Initial Financing Statement File Number: 2020-0891285
Item 1b — Filing Office Where Initial Financing Statement Was Filed:
Delaware Secretary of State John G. Townsend Building 401 Federal Street, Suite 4 Dover, DE 19901
Item 1c — Date of Filing of Initial Financing Statement: February 14, 2020
Item 2 — Amendment Information
This Financing Statement Amendment is filed to:
TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the Debtor named in this Amendment.
CONTINUATION
ASSIGNMENT (full or partial)
AMENDMENT
Item 3 — Debtor Information
Item 3a — Debtor's Exact Full Legal Name:
Organization's Name: Verimark Convention Holdings LLC
Item 3b — Organization Information:
Item 3c — Mailing Address:
8200 West Palmetto Park Road Suite 1500 Boca Raton, FL 33433
Item 4 — Secured Party of Record
Item 4a — Name:
Organization's Name: Greystone Federal Credit Corp.
Item 4b — Mailing Address:
200 Park Avenue South 22nd Floor New York, NY 10003
Item 5 — Filer / Filing Party Information
This UCC-3 Financing Statement Amendment (Termination) is filed by the Secured Party of Record, Greystone Federal Credit Corp., through its authorized representative, pursuant to the Lien Release and Termination Authorization letter dated July 21, 2022.
Contact Information for Filer:
Calderwood & Harkness LLP (as counsel to Verimark Hospitality Group Inc.) One Liberty Plaza, 52nd Floor New York, NY 10006
Attention: Sophie Tremblay
Telephone: (212) 558-4000
Item 6 — Optional Filer Reference Data
1016-00009 / CHB-LF-2022-07814 / Greystone TLB Payoff — July 21, 2022
Item 7 — Filing Fee
Filing fee enclosed in the amount required by the applicable filing office. For Delaware Secretary of State electronic filing: $200.00.
UCC-3 FINANCING STATEMENT AMENDMENT — FORM 5
UCC FINANCING STATEMENT AMENDMENT (Form UCC3 — Rev. 04/20/11)
CASCADIA HOSPITALITY CORP. (Debtor)
Item 1 — Initial Financing Statement Information
Item 1a — Initial Financing Statement File Number: 2020-0891296
Item 1b — Filing Office Where Initial Financing Statement Was Filed:
Delaware Secretary of State John G. Townsend Building 401 Federal Street, Suite 4 Dover, DE 19901
Item 1c — Date of Filing of Initial Financing Statement: February 14, 2020
Item 2 — Amendment Information
This Financing Statement Amendment is filed to:
TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the Debtor named in this Amendment.
CONTINUATION
ASSIGNMENT (full or partial)
AMENDMENT
Item 3 — Debtor Information
Item 3a — Debtor's Exact Full Legal Name:
Organization's Name: Cascadia Hospitality Corp.
Item 3b — Organization Information:
Item 3c — Mailing Address:
8200 West Palmetto Park Road Suite 1500 Boca Raton, FL 33433
Item 4 — Secured Party of Record
Item 4a — Name:
Organization's Name: Greystone Federal Credit Corp.
Item 4b — Mailing Address:
200 Park Avenue South 22nd Floor New York, NY 10003
Item 5 — Filer / Filing Party Information
This UCC-3 Financing Statement Amendment (Termination) is filed by the Secured Party of Record, Greystone Federal Credit Corp., through its authorized representative, pursuant to the Lien Release and Termination Authorization letter dated July 21, 2022.
Contact Information for Filer:
Calderwood & Harkness LLP (as counsel to Verimark Hospitality Group Inc.) One Liberty Plaza, 52nd Floor New York, NY 10006
Attention: Sophie Tremblay
Telephone: (212) 558-4000
Item 6 — Optional Filer Reference Data
1016-00009 / CHB-LF-2022-07814 / Greystone TLB Payoff — July 21, 2022
Item 7 — Filing Fee
Filing fee enclosed in the amount required by the applicable filing office. For Delaware Secretary of State electronic filing: $200.00.
UCC-3 FINANCING STATEMENT AMENDMENT — FORM 6
UCC FINANCING STATEMENT AMENDMENT (Form UCC3 — Rev. 04/20/11)
PALMETTO BEACHFRONT HOTELS LLC (Debtor)
Item 1 — Initial Financing Statement Information
Item 1a — Initial Financing Statement File Number: 202002140871
Item 1b — Filing Office Where Initial Financing Statement Was Filed:
Florida Department of State Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301
Item 1c — Date of Filing of Initial Financing Statement: February 14, 2020
Item 2 — Amendment Information
This Financing Statement Amendment is filed to:
TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the Debtor named in this Amendment.
CONTINUATION
ASSIGNMENT (full or partial)
AMENDMENT
Item 3 — Debtor Information
Item 3a — Debtor's Exact Full Legal Name:
Organization's Name: Palmetto Beachfront Hotels LLC
Item 3b — Organization Information:
Item 3c — Mailing Address:
8200 West Palmetto Park Road Suite 1500 Boca Raton, FL 33433
Item 4 — Secured Party of Record
Item 4a — Name:
Organization's Name: Greystone Federal Credit Corp.
Item 4b — Mailing Address:
200 Park Avenue South 22nd Floor New York, NY 10003
Item 5 — Filer / Filing Party Information
This UCC-3 Financing Statement Amendment (Termination) is filed by the Secured Party of Record, Greystone Federal Credit Corp., through its authorized representative, pursuant to the Lien Release and Termination Authorization letter dated July 21, 2022.
Contact Information for Filer:
Calderwood & Harkness LLP (as counsel to Verimark Hospitality Group Inc.) One Liberty Plaza, 52nd Floor New York, NY 10006
Attention: Sophie Tremblay
Telephone: (212) 558-4000
Item 6 — Optional Filer Reference Data
1016-00009 / CHB-LF-2022-07814 / Greystone TLB Payoff — July 21, 2022
Item 7 — Filing Fee
Filing fee enclosed in the amount required by the applicable filing office. For Florida Secured Transaction Registry online filing: $25.00.
Note on Filing Jurisdiction
This UCC-3 Financing Statement Amendment (Termination) is filed with the Florida Department of State, Division of Corporations, because the Debtor, Palmetto Beachfront Hotels LLC, is a limited liability company organized under the laws of the State of Florida. Pursuant to Section 9-307(e) of the Uniform Commercial Code, the location of a registered organization organized under the law of a state of the United States is the state under whose law the organization is organized. Accordingly, the proper filing office for UCC filings with respect to Palmetto Beachfront Hotels LLC is the Florida Secured Transaction Registry, as administered by the Florida Department of State, Division of Corporations, rather than the Delaware Secretary of State (which is the filing office for the other five Debtors, each of which is organized under Delaware law).
EXHIBIT A
LIEN RELEASE AND TERMINATION AUTHORIZATION
July 21, 2022
GREYSTONE FEDERAL CREDIT CORP. 200 Park Avenue South, 22nd Floor New York, NY 10003
To: Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Attention: Sophie Tremblay
and
Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, FL 33433
Attention: Priya Narayanan, General Counsel
Re: Lien Release and Termination Authorization — $625,000,000 Term Loan B Credit Agreement dated as of February 14, 2020
Ladies and Gentlemen:
Reference is hereby made to that certain Term Loan B Credit Agreement, dated as of February 14, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the "Existing Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto (collectively, the "Guarantors" and, together with the Borrower, the "Loan Parties"), Greystone Federal Credit Corp. ("Greystone"), as Administrative Agent and Collateral Agent (in such capacities, the "Agent"), and the Lenders party thereto (CUSIP: 92347LAA0). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Existing Credit Agreement.
As of the date hereof, the outstanding obligations under the Existing Credit Agreement consist of the following:
(a) outstanding principal in the amount of $621,875,000.00;
(b) accrued and unpaid interest through July 21, 2022 in the approximate amount of $2,916,667.00; and
(c) a prepayment premium in the amount of $3,125,000.00 (being 0.50% of the original $625,000,000 facility amount, as required under Section 2.11(c) of the Existing Credit Agreement),
for a total payoff amount of approximately $627,916,667.00 (the "Payoff Amount"), as set forth in the Payoff Letter dated July 19, 2022.
Greystone hereby confirms that it has received or will receive, on or before the close of business on July 21, 2022, the full Payoff Amount by wire transfer of immediately available funds to the account designated in the Payoff Letter. Upon receipt and verification of such funds, all obligations of the Loan Parties under the Existing Credit Agreement shall be deemed indefeasibly paid in full, and the commitments of the Lenders thereunder shall be terminated.
Authorization to File Termination Statements. In connection with the foregoing, Greystone, in its capacity as Secured Party of Record and as Agent under the Existing Credit Agreement and the related Security Agreement dated as of February 14, 2020 (the "Security Agreement"), hereby irrevocably authorizes the Borrower and its counsel, Calderwood & Harkness LLP, to file UCC-3 financing statement amendments (terminations) terminating the effectiveness of each of the following UCC-1 financing statements:
1.  Delaware Secretary of State Filing No. 2020-0891247 (Debtor: Verimark Hospitality Group Inc.)
2.  Delaware Secretary of State Filing No. 2020-0891263 (Debtor: Verimark Resort Properties LLC)
3.  Delaware Secretary of State Filing No. 2020-0891278 (Debtor: VHG Management Services Inc.)
4.  Delaware Secretary of State Filing No. 2020-0891285 (Debtor: Verimark Convention Holdings LLC)
5.  Delaware Secretary of State Filing No. 2020-0891296 (Debtor: Cascadia Hospitality Corp.)
6.  Florida Department of State Filing No. 202002140871 (Debtor: Palmetto Beachfront Hotels LLC)
In addition, Greystone hereby authorizes the Borrower and its counsel to prepare, execute, and file any and all mortgage releases, intellectual property lien releases, and other lien termination documentation necessary to release and discharge all liens and security interests granted by any Loan Party in favor of the Agent under the Existing Credit Agreement, the Security Agreement, and any related Loan Documents.
Confirmation of Release. Upon the completion of all termination filings authorized hereby, Greystone Federal Credit Corp. shall have no further security interest in, lien upon, or claim against any assets of the Borrower or any Guarantor arising under or in connection with the Existing Credit Agreement, the Security Agreement, or any related Loan Documents.
This authorization shall be irrevocable and shall survive the payoff and discharge of the Existing Credit Agreement. Greystone agrees to execute and deliver such additional documents and instruments as may be reasonably requested by the Borrower or its counsel to effectuate the purposes of this authorization.
Very truly yours,
GREYSTONE FEDERAL CREDIT CORP. as Administrative Agent and Collateral Agent
GREYSTONE FEDERAL CREDIT CORP.
By: ________
Name: Marion Stillwell
Title: Vice President, Agency Services
Date: July 21, 2022
FILING CONFIRMATION LOG
The following log shall be completed upon receipt of official filing confirmations from the applicable filing offices. Daniel Obi of Calderwood & Harkness LLP is responsible for tracking filing confirmations and updating the master closing checklist upon receipt of each confirmation. All filing confirmations, once received, are to be included in the closing binder for this transaction.
Note: All filing confirmations are to be included in the closing binder. Reference: Closing Binder — Index and Table of Contents, to be compiled as of August 5, 2022. Copies of all filing confirmations shall also be distributed to Priya Narayanan (Verimark Hospitality Group Inc.) and to Crescent Harbor Bank, N.A. (Attention: Loan Administration) for the new lender's records.
CROSS-REFERENCE TO RELATED NEW UCC-1 FILINGS
Simultaneously with the filing of the six (6) UCC-3 termination statements described in this filing package, new UCC-1 financing statements were filed on July 21, 2022 in favor of Crescent Harbor Bank, N.A. ("Crescent Harbor"), in its capacity as Collateral Agent, in connection with the new $700,000,000 Term Loan B Credit Facility (the "New TLB") among Verimark Hospitality Group Inc. (as Borrower), the Guarantors party thereto, Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent), and the Lenders party thereto.
New UCC-1 Filings — Delaware Secretary of State
The following new UCC-1 financing statements were filed with the Delaware Secretary of State on July 21, 2022:
1.  Debtor: Verimark Hospitality Group Inc. — Secured Party: Crescent Harbor Bank, N.A. (as Collateral Agent), 600 Lexington Avenue, 34th Floor, New York, NY 10022
2.  Debtor: Verimark Resort Properties LLC — Secured Party: Crescent Harbor Bank, N.A. (as Collateral Agent), 600 Lexington Avenue, 34th Floor, New York, NY 10022
3.  Debtor: VHG Management Services Inc. — Secured Party: Crescent Harbor Bank, N.A. (as Collateral Agent), 600 Lexington Avenue, 34th Floor, New York, NY 10022
4.  Debtor: Verimark Convention Holdings LLC — Secured Party: Crescent Harbor Bank, N.A. (as Collateral Agent), 600 Lexington Avenue, 34th Floor, New York, NY 10022
5.  Debtor: Cascadia Hospitality Corp. — Secured Party: Crescent Harbor Bank, N.A. (as Collateral Agent), 600 Lexington Avenue, 34th Floor, New York, NY 10022
New UCC-1 Filing — Florida Secured Transaction Registry
6.  Debtor: Palmetto Beachfront Hotels LLC — Secured Party: Crescent Harbor Bank, N.A. (as Collateral Agent), 600 Lexington Avenue, 34th Floor, New York, NY 10022
Cross-Reference Documentation.  The new UCC-1 financing statements described above are documented in separate filing packages:
•  UCC-1 Financing Statements — Delaware Secretary of State (Crescent Harbor Bank, N.A., as Collateral Agent) — five (5) filings
•  UCC-1 Financing Statements — Florida Secured Transaction Registry (Crescent Harbor Bank, N.A., as Collateral Agent) — one (1) filing
Coordination Note — Simultaneous Filing
The termination of the existing Greystone liens and the perfection of the new Crescent Harbor liens were coordinated to occur simultaneously on the closing date of July 21, 2022. This coordination was designed to ensure that there is no gap in lien perfection with respect to the personal property collateral of the Borrower and the Guarantors. Such collateral secures both (a) the New TLB (in the original principal amount of $700,000,000) and (b) the existing $400,000,000 Revolving Credit Facility (the "Existing RCF"), for which Crescent Harbor Bank, N.A. serves as Administrative Agent and Collateral Agent. The liens securing the New TLB and the Existing RCF are pari passu under the terms of the Amended and Restated Intercreditor Agreement dated July 21, 2022, among Crescent Harbor Bank, N.A. (in its capacity as TLB Collateral Agent), Crescent Harbor Bank, N.A. (in its capacity as RCF Collateral Agent), and the Loan Parties.
The Delaware Secretary of State processes electronic filings on a same-day basis, and the Florida Secured Transaction Registry processes online filings in real time. Accordingly, we anticipate that all UCC-3 terminations and all new UCC-1 filings will bear the same filing date of July 21, 2022, thereby confirming the absence of any perfection gap.
CERTIFICATION BY FILER
CERTIFICATE OF AUTHORIZED FILER
I, Sophie Tremblay, an associate of Calderwood & Harkness LLP, One Liberty Plaza, 52nd Floor, New York, NY 10006, hereby certify as follows in connection with the filing of the UCC-3 Financing Statement Amendments (Terminations) described in this filing package:
1.  Authorization. Calderwood & Harkness LLP is authorized to file the foregoing UCC-3 termination statements on behalf of the Secured Party of Record, Greystone Federal Credit Corp., in its capacity as Administrative Agent and Collateral Agent under the $625,000,000 Term Loan B Credit Agreement dated February 14, 2020 (the "Existing Credit Agreement"). Such authorization is evidenced by the Lien Release and Termination Authorization letter from Greystone Federal Credit Corp. (signed by Marion Stillwell, Vice President, Agency Services) dated July 21, 2022, a copy of which is attached hereto as Exhibit A.
2.  Accuracy. The information contained in each of the six (6) UCC-3 Financing Statement Amendments (Terminations) included in this filing package is accurate and complete to the best of the filer's knowledge, information, and belief, based upon a review of the original UCC-1 financing statements, the Lien Search Summary and Analysis dated July 15, 2022, the Existing Credit Agreement and related Loan Documents, and the records of the applicable filing offices.
3.  Purpose of Filing. The filing of these termination statements is made in connection with the payoff and full discharge of all obligations of the Borrower and the Guarantors under the Existing Credit Agreement and the related Loan Documents. Upon receipt by Greystone of the total payoff amount of approximately $627,916,667.00 on July 21, 2022, all obligations under the Existing Credit Agreement were indefeasibly paid in full, and Greystone authorized the filing of these termination statements to release and discharge all of Greystone's security interests in the personal property assets of the Borrower and the Guarantors.
4.  Compliance with Applicable Law. Each UCC-3 Financing Statement Amendment (Termination) in this filing package has been prepared in compliance with Article 9 of the Uniform Commercial Code as adopted in the applicable filing jurisdiction (the State of Delaware and the State of Florida, as applicable), and is being filed with the appropriate filing office as determined under UCC Section 9-501 (filing office) and UCC Section 9-307 (location of debtor).
5.  Filing Confirmation Tracking. Calderwood & Harkness LLP will track and obtain official filing confirmations for each of the six UCC-3 termination statements filed hereunder, will update the master closing checklist upon receipt, and will include all filing confirmations in the closing binder for this transaction.
This certificate is given as of the date set forth below and may be relied upon by the Borrower, the Guarantors, Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent under the New TLB), and their respective counsel.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sophie Tremblay
Title: Associate
Date: July 21, 2022
END OF UCC-3 TERMINATION FILING PACKAGE Calderwood & Harkness LLP — Engagement No. 1016-00009 Verimark Hospitality Group Inc. — $700,000,000 Term Loan B Refinancing
FROM: | Sophie Tremblay, Associate, Calderwood & Harkness LLP
TO: | Ian Blackwood, Partner, Calderwood & Harkness LLP; Priya Narayanan, Executive Vice President and General Counsel, Verimark Hospitality Group Inc.
DATE: | July 21, 2022
RE: | Filing of UCC-3 Termination Statements — Greystone Federal Credit Corp. Liens
ENGAGEMENT: | 1016-00009
Component | Amount
Outstanding Principal Balance | $621,875,000.00
Accrued and Unpaid Interest (through July 21, 2022) | $2,916,667.00 (approximately)
Prepayment Premium (0.50% of $625,000,000 original facility amount) | $3,125,000.00
Total Payoff Amount | $627,916,667.00 (approximately)
No. | Filing Jurisdiction | Original UCC-1 Filing No. | Original Filing Date | Debtor (Full Legal Name) | Entity Type / Jurisdiction | Secured Party | UCC-3 Action
1 | Delaware Secretary of State | 2020-0891247 | Feb. 14, 2020 | Verimark Hospitality Group Inc. | Corporation / Delaware | Greystone Federal Credit Corp. | Termination
2 | Delaware Secretary of State | 2020-0891263 | Feb. 14, 2020 | Verimark Resort Properties LLC | LLC / Delaware | Greystone Federal Credit Corp. | Termination
3 | Delaware Secretary of State | 2020-0891278 | Feb. 14, 2020 | VHG Management Services Inc. | Corporation / Delaware | Greystone Federal Credit Corp. | Termination
4 | Delaware Secretary of State | 2020-0891285 | Feb. 14, 2020 | Verimark Convention Holdings LLC | LLC / Delaware | Greystone Federal Credit Corp. | Termination
5 | Delaware Secretary of State | 2020-0891296 | Feb. 14, 2020 | Cascadia Hospitality Corp. | Corporation / Delaware | Greystone Federal Credit Corp. | Termination
6 | Florida Secured Transaction Registry (FL Dept. of State) | 202002140871 | Feb. 14, 2020 | Palmetto Beachfront Hotels LLC | LLC / Florida | Greystone Federal Credit Corp. | Termination
Field | Detail
Filing Office | Delaware Secretary of State, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
Debtor | Verimark Hospitality Group Inc.
Entity Type | Corporation
Jurisdiction of Organization | Delaware
Debtor Address | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
Debtor EIN | 82-3741956
Delaware File Number | 7291843
Secured Party | Greystone Federal Credit Corp., 200 Park Avenue South, 22nd Floor, New York, NY 10003
Original UCC-1 Filing Date | February 14, 2020 (date of closing of the Existing TLB)
Original UCC-1 Filing Number | 2020-0891247
Collateral Description (original) | All personal property assets of the Debtor including accounts, chattel paper (whether tangible or electronic), deposit accounts, documents, equipment, general intangibles (including payment intangibles and software), goods, instruments, intellectual property (including patents, trademarks, copyrights, and trade secrets), inventory, investment property, letter-of-credit rights, and all proceeds and products thereof.
UCC-3 Amendment Type | Termination
UCC-3 Filing Date | July 21, 2022
Field | Detail
Filing Office | Delaware Secretary of State, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
Debtor | Verimark Resort Properties LLC
Entity Type | Limited Liability Company
Jurisdiction of Organization | Delaware
Debtor Address | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 (c/o Verimark Hospitality Group Inc.)
Secured Party | Greystone Federal Credit Corp., 200 Park Avenue South, 22nd Floor, New York, NY 10003
Original UCC-1 Filing Date | February 14, 2020
Original UCC-1 Filing Number | 2020-0891263
Collateral Description (original) | All personal property assets of the Debtor, including accounts, chattel paper, deposit accounts, equipment, general intangibles, goods, instruments, intellectual property, inventory, investment property, and all proceeds and products thereof.
UCC-3 Amendment Type | Termination
UCC-3 Filing Date | July 21, 2022
Field | Detail
Filing Office | Delaware Secretary of State, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
Debtor | VHG Management Services Inc.
Entity Type | Corporation
Jurisdiction of Organization | Delaware
Debtor Address | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 (c/o Verimark Hospitality Group Inc.)
Secured Party | Greystone Federal Credit Corp., 200 Park Avenue South, 22nd Floor, New York, NY 10003
Original UCC-1 Filing Date | February 14, 2020
Original UCC-1 Filing Number | 2020-0891278
Collateral Description (original) | All personal property assets of the Debtor.
UCC-3 Amendment Type | Termination
UCC-3 Filing Date | July 21, 2022
Field | Detail
Filing Office | Delaware Secretary of State, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
Debtor | Verimark Convention Holdings LLC
Entity Type | Limited Liability Company
Jurisdiction of Organization | Delaware
Debtor Address | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 (c/o Verimark Hospitality Group Inc.)
Secured Party | Greystone Federal Credit Corp., 200 Park Avenue South, 22nd Floor, New York, NY 10003
Original UCC-1 Filing Date | February 14, 2020
Original UCC-1 Filing Number | 2020-0891285
Collateral Description (original) | All personal property assets of the Debtor.
UCC-3 Amendment Type | Termination
UCC-3 Filing Date | July 21, 2022
Field | Detail
Filing Office | Delaware Secretary of State, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
Debtor | Cascadia Hospitality Corp.
Entity Type | Corporation
Jurisdiction of Organization | Delaware
Debtor Address | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 (c/o Verimark Hospitality Group Inc.)
Secured Party | Greystone Federal Credit Corp., 200 Park Avenue South, 22nd Floor, New York, NY 10003
Original UCC-1 Filing Date | February 14, 2020
Original UCC-1 Filing Number | 2020-0891296
Collateral Description (original) | All personal property assets of the Debtor.
UCC-3 Amendment Type | Termination
UCC-3 Filing Date | July 21, 2022
Field | Detail
Filing Office | Florida Secured Transaction Registry, Florida Department of State, Division of Corporations, Clifton Building, 2661 Executive Center Circle, Tallahassee, FL 32301
Debtor | Palmetto Beachfront Hotels LLC
Entity Type | Limited Liability Company
Jurisdiction of Organization | Florida
Debtor Address | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 (c/o Verimark Hospitality Group Inc.)
Secured Party | Greystone Federal Credit Corp., 200 Park Avenue South, 22nd Floor, New York, NY 10003
Original UCC-1 Filing Date | February 14, 2020
Original UCC-1 Filing Number | 202002140871
Collateral Description (original) | All personal property assets of the Debtor.
UCC-3 Amendment Type | Termination
UCC-3 Filing Date | July 21, 2022
Field | Detail
Type of Organization | Corporation
Jurisdiction of Organization | Delaware
Organizational Identification Number | 7291843 (Delaware file number)
Field | Detail
Type of Organization | Limited Liability Company
Jurisdiction of Organization | Delaware
Organizational Identification Number | Per Delaware Division of Corporations records
Field | Detail
Type of Organization | Corporation
Jurisdiction of Organization | Delaware
Organizational Identification Number | Per Delaware Division of Corporations records
Field | Detail
Type of Organization | Limited Liability Company
Jurisdiction of Organization | Delaware
Organizational Identification Number | Per Delaware Division of Corporations records
Field | Detail
Type of Organization | Corporation
Jurisdiction of Organization | Delaware
Organizational Identification Number | Per Delaware Division of Corporations records
Field | Detail
Type of Organization | Limited Liability Company
Jurisdiction of Organization | Florida
Organizational Identification Number | Per Florida Division of Corporations records
No. | Debtor | Filing Office | UCC-3 Filing Number | Date Filed | Date Confirmation Received | Confirmation Number | Filed By
1 | Verimark Hospitality Group Inc. | Delaware Secretary of State | _____ | July 21, 2022 | _____ | _____ | S. Tremblay / Calderwood & Harkness LLP
2 | Verimark Resort Properties LLC | Delaware Secretary of State | _____ | July 21, 2022 | _____ | _____ | S. Tremblay / Calderwood & Harkness LLP
3 | VHG Management Services Inc. | Delaware Secretary of State | _____ | July 21, 2022 | _____ | _____ | S. Tremblay / Calderwood & Harkness LLP
4 | Verimark Convention Holdings LLC | Delaware Secretary of State | _____ | July 21, 2022 | _____ | _____ | S. Tremblay / Calderwood & Harkness LLP
5 | Cascadia Hospitality Corp. | Delaware Secretary of State | _____ | July 21, 2022 | _____ | _____ | S. Tremblay / Calderwood & Harkness LLP
6 | Palmetto Beachfront Hotels LLC | Florida Dept. of State (FL Secured Transaction Registry) | _____ | July 21, 2022 | _____ | _____ | S. Tremblay / Calderwood & Harkness LLP