1021-00002 · Verimark Hospitality Group · Payoff/Refinancing

lien-release-request-letter.docx DOCUMENT Capital Markets

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VERIMARK HOSPITALITY GROUP INC. 2400 Brickell Bay Drive, Suite 3100 Miami, Florida 33129

June 24, 2024

VIA EMAIL AND OVERNIGHT COURIER

Thomas P. Quirk Senior Vice President Greystone National Bank, N.A. 1 Financial Center Boston, MA 02111

Re: Request for Filing of UCC-3 Termination Statements and Release of Mortgages, Deeds of Trust, and Other Liens — Amended and Restated Credit Agreement dated as of March 15, 2021 (Loan No. GNB-SYN-2021-04417)

Dear Mr. Quirk:

I. Opening / Reference to Credit Agreement and Payoff

Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower" or "VHG"), hereby delivers this letter to Greystone National Bank, N.A. ("Greystone"), in its capacity as Administrative Agent (in such capacity, the "Administrative Agent") under that certain Amended and Restated Credit Agreement dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the several lenders from time to time party thereto (collectively, the "Lenders"), including Greystone National Bank, N.A., Harborview Lending Group, Cascade Federal Bank, and Meriden Commercial Finance LLC, and Greystone National Bank, N.A., as Administrative Agent for the Lenders. This letter relates to Loan No. GNB-SYN-2021-04417.

Reference is hereby made to that certain payoff letter dated June 21, 2024 (the "Payoff Letter"), delivered by Greystone National Bank, N.A., as Administrative Agent, to VHG, setting forth the aggregate payoff amount necessary to satisfy and repay in full all outstanding obligations of the Borrower and each subsidiary guarantor under the Credit Agreement and all related loan documents (as defined in the Credit Agreement, the "Loan Documents"). VHG hereby confirms its intention to deliver the full aggregate payoff amount on June 25, 2024, in immediately available funds, by wire transfer in accordance with the wire instructions set forth in the Payoff Letter.

As set forth in the Payoff Letter, the aggregate payoff amount required for the full satisfaction and discharge of all obligations under the Credit Agreement, calculated through the anticipated payoff date of June 25, 2024, is $473,886,714.10, which amount is comprised of the following components:

(a) Outstanding principal balance under Term Loan A: $280,142,819.16;

(b) Outstanding principal balance under Term Loan B: $187,200,000.00;

(d) Accrued and unpaid interest on the Term Loans (estimated through June 25, 2024): $4,207,180.84; and

(e) Prepayment premium (0.50% of the outstanding principal balance, as required under Section 2.05(b) of the Credit Agreement): $2,336,714.10.

The Borrower understands and acknowledges that the aggregate payoff amount set forth in the Payoff Letter is subject to per diem adjustments in the event that payoff is not received on June 25, 2024, and VHG reserves the right to request an updated payoff statement in such event. VHG further confirms that the wire transfer of the aggregate payoff amount will be made from an account of the Borrower maintained at Greaves Bancorp, and directed to the account of Greystone National Bank, N.A. specified in the Payoff Letter.

II. Identification of Secured Parties and Collateral Documents

As you are aware, the obligations of the Borrower and the subsidiary guarantors under the Credit Agreement and the other Loan Documents are secured by various liens, security interests, mortgages, deeds of trust, and other encumbrances (collectively, the "Liens") created and granted pursuant to the security agreements, mortgages, deeds of trust, deeds to secure debt, pledge agreements, deposit account control agreements, intellectual property security agreements, collateral assignments of leases and rents, and other collateral documents executed and delivered in connection with the Credit Agreement (collectively, the "Security Documents"). The Security Documents were executed and delivered by the Borrower and each of the following subsidiary guarantors and grantors (collectively with the Borrower, the "Grantors"):

(a) Verimark Resort Holdings LLC, a Delaware limited liability company;

(b) VHG Properties Inc., a Delaware corporation, which holds fee-simple interests in thirty-two (32) hotel properties located across multiple U.S. states;

(d) Verimark Capital Holdings LLC, a Delaware limited liability company; and

(e) Pinnacle Lodging Enterprises Inc., a Delaware corporation.

The Security Documents include, without limitation, the following categories of collateral documents, each of which is the subject of this request for release and termination:

(i) UCC-1 Financing Statements. UCC-1 financing statements (including all amendments, continuations, and other related filings thereto) filed in the offices of the Secretary of State of the State of Delaware, the Department of State of the State of Florida, and any other applicable filing offices in any other jurisdiction where UCC-1 financing statements were filed against the Borrower or any subsidiary guarantor/grantor in connection with the Credit Agreement, covering all personal property collateral described therein.

(ii) Mortgages, Deeds of Trust, and Deeds to Secure Debt. Mortgages, deeds of trust, and/or deeds to secure debt encumbering real property owned by VHG Properties Inc. and other applicable subsidiary grantors, recorded in the offices of the county recorders, registers of deeds, or equivalent recording offices in counties across the nineteen (19) U.S. states and the U.S. Virgin Islands in which VHG operates its portfolio of forty-seven (47) full-service hotels and twelve (12) resort properties.

(iii) Deposit Account Control Agreements. Deposit account control agreements entered into among the Administrative Agent, the applicable Grantor, and each depository bank at which deposit accounts of the Grantors are maintained as collateral under the Security Documents.

(iv) intellectual Property Security Agreements. intellectual property security agreements, if any, recorded or filed with the United States Patent and Trademark Office and/or the United States Copyright Office, granting security interests in patents, trademarks, service marks, copyrights, and other intellectual property of the Grantors.

(v) Collateral Assignments of Leases and Rents. Collateral assignments of leases, rents, profits, and revenues associated with the mortgaged real properties, in each case recorded in the applicable county recording offices.

(vi) Pledges of Equity Interests. Pledge agreements, together with original stock certificates, membership interest certificates, and related stock powers, transfer powers, or similar instruments, in each case evidencing or relating to the pledge of the equity interests in each subsidiary guarantor held by the Borrower or any intermediate holding company.

A schedule setting forth the known UCC-1 financing statements (with file numbers, filing dates, jurisdictions, and debtor/secured party information) and all known recorded mortgages and deeds of trust (with recording information, recording office, and property descriptions) is enclosed with this letter as Enclosure A to facilitate the preparation of the requested termination and release documents.

III. Formal Request for UCC-3 Termination Statements

Immediately upon receipt by Greystone National Bank, N.A., as Administrative Agent, of the aggregate payoff amount in full on June 25, 2024 (or such later date on which full payment is received in immediately available funds), VHG hereby requests that the Administrative Agent promptly prepare and file, or authorize the Borrower or its counsel, Calderwood & Harkness LLP, to prepare and file on behalf of the Administrative Agent, UCC-3 financing statement amendments designating the termination (i.e., UCC-3 termination statements) of each and every UCC-1 financing statement (including all amendments and continuation statements thereto) filed in connection with the Credit Agreement and the Security Documents against each of the following debtors:

(a) Verimark Hospitality Group Inc. — UCC-1 financing statements filed with the Secretary of State of the State of Delaware and any other applicable filing offices;

(b) Verimark Resort Holdings LLC — UCC-1 financing statements filed with the Secretary of State of the State of Delaware;

(d) Bayshore Hotel Management LLC — UCC-1 financing statements filed with the Department of State of the State of Florida;

(e) Verimark Capital Holdings LLC — UCC-1 financing statements filed with the Secretary of State of the State of Delaware; and

(f) Pinnacle Lodging Enterprises Inc. — UCC-1 financing statements filed with the Secretary of State of the State of Delaware.

VHG requests that UCC-3 termination statements be filed in each and every jurisdiction where a corresponding UCC-1 financing statement, amendment, or continuation statement was filed, including, without limitation, the Office of the Secretary of State of the State of Delaware and the Department of State of the State of Florida. In the event that UCC-1 financing statements were filed in any additional state or local filing offices, VHG requests that termination statements be filed in those offices as well. As noted above, Enclosure A hereto sets forth the known filing information for each UCC-1 financing statement of record.

VHG further requests that copies of all filed UCC-3 termination statements, together with file-stamped confirmation of filing from each applicable filing office, be promptly delivered to each of the following:

(i) David K. Moretti, General Counsel & Secretary, Verimark Hospitality Group Inc., 2400 Brickell Bay Drive, Suite 3100, Miami, FL 33129 (email: dmoretti@verimarkgroup.com; telephone: (305) 555-8200); and

(ii) Claire Dempsey, Lead Associate, Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, NY 10006 (email: cdempsey@calderwoodharkness.com; telephone: (212) 555-3400).

IV. Formal Request for Release of Mortgages, Deeds of Trust, and Other Real Property Liens

In addition to the filing of UCC-3 termination statements as set forth in Section III above, VHG hereby requests that Greystone National Bank, N.A., as Administrative Agent, upon receipt of the aggregate payoff amount in full, promptly execute and deliver recordable mortgage releases, satisfactions of mortgage, reconveyances, releases of deeds of trust, and/or releases of deeds to secure debt, as applicable under the laws of each relevant jurisdiction, with respect to all Liens on real property securing the obligations under the Credit Agreement (collectively, the "Mortgage Releases").

The Mortgage Releases shall cover all mortgaged properties held by VHG Properties Inc. and any other subsidiary grantors across all applicable county recording offices in the nineteen (19) U.S. states and the U.S. Virgin Islands in which real property collateral is located. VHG requests that each Mortgage Release be prepared in recordable form suitable for filing in the applicable county or jurisdictional recording office, and that each such instrument comply in all respects with the recording requirements (including form, content, acknowledgment, and notarization requirements) of the county and state in which it is to be recorded.

VHG requests that the Administrative Agent deliver fully executed originals of all Mortgage Releases (or, where applicable, authorizations to record on behalf of the Administrative Agent) to Calderwood & Harkness LLP, at the address set forth in Section III above, for recording in the applicable county or jurisdictional recording offices. Alternatively, if the Administrative Agent prefers to coordinate the recording of Mortgage Releases directly, VHG requests that the Administrative Agent promptly provide file-stamped copies of each recorded Mortgage Release to VHG and to Calderwood & Harkness LLP at the addresses set forth herein.

VHG hereby confirms that it and its counsel will bear all costs, fees, and expenses associated with the recording of the Mortgage Releases, including all applicable county recording fees, documentary stamp taxes (if any), and related charges.

V. Release of Other Collateral and Security Interests

VHG further requests that, upon receipt of the aggregate payoff amount in full on June 25, 2024 (or such later date on which full payment is received), the Administrative Agent also take the following actions with respect to the remaining categories of collateral and security interests granted under the Security Documents:

(a) Deposit Account Control Agreements. Deliver written termination notices with respect to all deposit account control agreements entered into in connection with the Credit Agreement to each applicable depository bank, in form and substance sufficient to terminate the Administrative Agent's control over and security interest in the deposit accounts maintained at such institutions. VHG requests that copies of all such termination notices be delivered to VHG and Calderwood & Harkness LLP at the addresses specified in this letter.

(b) intellectual Property Security Agreements. Execute and deliver releases, terminations, or other appropriate instruments with respect to any intellectual property security agreements filed with the United States Patent and Trademark Office ("USPTO") or the United States Copyright Office ("USCO"), as applicable, sufficient to release and discharge all security interests in patents, trademarks, service marks, copyrights, and other intellectual property of the Grantors that were granted to the Administrative Agent under the Security Documents. VHG requests that the Administrative Agent provide executed originals of such instruments to Calderwood & Harkness LLP for filing with the USPTO and/or the USCO, as applicable, or, alternatively, that the Administrative Agent file such instruments directly and provide file-stamped copies to VHG and Calderwood & Harkness LLP.

(c) Pledged Equity Interests. Execute and deliver releases of any and all pledges of equity interests (including stock certificates, membership interest certificates, and related stock powers, transfer powers, or similar instruments) held by the Administrative Agent as collateral under the Security Documents. Upon satisfaction of all obligations under the Credit Agreement, VHG requests that the Administrative Agent return to the Borrower or its counsel all original stock certificates, membership interest certificates, blank stock powers, blank transfer powers, and any other original instruments or documents held by the Administrative Agent in connection with the pledges of equity interests in the subsidiary guarantors. All such original certificates and instruments should be delivered by overnight courier to Calderwood & Harkness LLP at the address specified herein, for the attention of Claire Dempsey.

(d) Collateral Assignments of Leases and Rents. Execute and deliver terminations, releases, or other appropriate instruments with respect to all collateral assignments of leases and rents recorded in connection with the Security Documents, in recordable form suitable for filing in each applicable county or jurisdictional recording office. VHG requests that executed originals of all such instruments be delivered to Calderwood & Harkness LLP for recording, or, alternatively, that the Administrative Agent coordinate recording directly and provide file-stamped copies to VHG and Calderwood & Harkness LLP.

VI. Authorization to File on Behalf of Administrative Agent

VHG recognizes that the preparation, execution, and filing or recording of the termination statements, mortgage releases, and other release instruments described in this letter may require coordination among multiple parties and filing offices. To the extent that the Administrative Agent is unable to file or record any such termination statements, mortgage releases, or other release instruments promptly following receipt of the aggregate payoff amount, VHG hereby requests that the Administrative Agent execute and deliver to Calderwood & Harkness LLP a written authorization letter (the "Filing Authorization") expressly authorizing and empowering the Borrower and/or Calderwood & Harkness LLP, as counsel to the Borrower, to prepare, execute (to the extent permitted by applicable law), file, and record UCC-3 termination statements, mortgage releases, satisfactions of mortgage, reconveyances, releases of deeds of trust, releases of deeds to secure debt, terminations of collateral assignments, and all other release and termination instruments, in each case on behalf of Greystone National Bank, N.A. in its capacity as Administrative Agent and secured party/mortgagee under the Security Documents.

Any such Filing Authorization should be in form and substance reasonably satisfactory to both the Administrative Agent and the Borrower, and should be sufficient to authorize the filing and recording of such instruments in all applicable jurisdictions. VHG and Calderwood & Harkness LLP will work cooperatively with the Administrative Agent and its counsel to finalize the form of any Filing Authorization.

VII. Confirmation of Full Release / No Surviving Obligations

VHG further requests that, upon receipt of the aggregate payoff amount in full on June 25, 2024 (or such later date on which full payment is received in immediately available funds), the Administrative Agent provide written confirmation (by executed letter or email from an authorized officer of Greystone National Bank, N.A.) of the following:

(a) That all obligations of the Borrower and each subsidiary guarantor under the Credit Agreement, the Security Documents, and all other Loan Documents have been satisfied, paid, and discharged in full;

(b) That all Liens and security interests in favor of the Administrative Agent (for the benefit of the Lenders) in any assets, properties, or rights of the Borrower and each subsidiary guarantor, whether arising under the Security Documents or otherwise in connection with the Credit Agreement, have been released and terminated in their entirety;

(c) That the Credit Agreement and all related Loan Documents have been terminated in accordance with their respective terms, and that none of the Borrower, any subsidiary guarantor, or any of their respective affiliates has any further obligation or liability to the Administrative Agent or any Lender under or in connection with the Credit Agreement or any Loan Document (other than any obligations that by their express terms survive termination, including without limitation, indemnification obligations under Section 10.04 of the Credit Agreement); and

(d) That the commitments of the Lenders under the Credit Agreement have been terminated and are of no further force or effect.

For the avoidance of doubt, VHG will separately deliver to the Administrative Agent, on June 25, 2024, a formal Notice of Termination of Existing Credit Agreement, in accordance with the notice provisions of the Credit Agreement, confirming the Borrower's repayment in full of all outstanding obligations and the termination of all commitments thereunder. The requests set forth in this letter are in addition to, and not in lieu of, the delivery of such Notice of Termination.

VIII. Delivery Instructions / Contact Information

All executed release and termination documents, filed UCC-3 termination statements, file-stamped copies of recorded mortgage releases, and all related correspondence should be delivered to the following persons and addresses:

Primary — VHG:

David K. Moretti General Counsel & Secretary Verimark Hospitality Group Inc. 2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129

Email: dmoretti@verimarkgroup.com

Telephone: (305) 555-8200

Copy — Borrower's Counsel:

Claire Dempsey, Lead Associate Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, NY 10006

Email: cdempsey@calderwoodharkness.com

Telephone: (212) 555-3400

In the event that the Administrative Agent has any questions regarding this letter or the requests set forth herein, please do not hesitate to contact me directly at the number and email address listed above, or Claire Dempsey at Calderwood & Harkness LLP at the contact information provided above.

IX. Context of Request / Refinancing Transaction

By way of context for the timing of this request, VHG is refinancing the existing credit facility under the Credit Agreement in connection with the issuance by VHG of $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031 (the "Notes"), to be offered and sold pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The closing of the offering and sale of the Notes is anticipated to occur on June 25, 2024. The net proceeds of the Notes offering will be used to repay in full all outstanding obligations under the Credit Agreement and to pay related transaction fees and expenses.

The timely filing of UCC-3 termination statements and recording of mortgage releases and other release instruments with respect to the Liens securing the Credit Agreement is a condition to the completion of the refinancing transaction and constitutes a material post-closing obligation of the Borrower under the indenture governing the Notes. Accordingly, VHG respectfully requests the Administrative Agent's prompt attention to the matters set forth in this letter and cooperation in facilitating the timely release and termination of all Liens and security interests in favor of the Administrative Agent and the Lenders under the Credit Agreement.

X. Closing

VHG greatly appreciates Greystone's attention to this matter and the cooperative relationship between VHG and the Administrative Agent throughout the term of the Credit Agreement. VHG and its counsel at Calderwood & Harkness LLP stand ready to coordinate and assist with the preparation, execution, filing, and recording of all necessary release and termination documents, and to address any questions or concerns that the Administrative Agent or its counsel may have in connection with the foregoing requests.

We respectfully request that the Administrative Agent acknowledge receipt of this letter at your earliest convenience, and confirm Greystone's agreement to comply with the requests set forth herein. If there are any additional steps, information, or documentation that the Administrative Agent requires in order to process the releases and terminations described in this letter, please advise us promptly so that we may provide the same without delay.

We look forward to working with you to bring this matter to a timely and successful conclusion.

Very truly yours,

VERIMARK HOSPITALITY GROUP INC.

By: ________

Name: David K. Moretti

Title: General Counsel & Secretary

Date: June 24, 2024

cc:

Marcus J. Delano, Chief Executive Officer, Verimark Hospitality Group Inc.

Patricia R. Henning, Chief Financial Officer, Verimark Hospitality Group Inc.

Theodore Langston, Partner, Calderwood & Harkness LLP

Claire Dempsey, Associate, Calderwood & Harkness LLP

Enclosures:

Enclosure A — Schedule of UCC-1 Financing Statements and Recorded Mortgages/Deeds of Trust (setting forth, with respect to each UCC-1 financing statement: the file number, filing date, filing office/jurisdiction, debtor name, and secured party name, and with respect to each recorded mortgage or deed of trust: the recording information (book and page or instrument number), recording date, county recording office, and a summary description of the encumbered real property).

Note: Enclosure A has been compiled by Calderwood & Harkness LLP based on comprehensive lien search results obtained from Hollowell Technologies and is believed to be complete as of the date hereof. VHG reserves the right to supplement or amend Enclosure A if additional filings are identified.

This letter was prepared by Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, NY 10006, as counsel to Verimark Hospitality Group Inc.

VERIMARK HOSPITALITY GROUP INC. 2400 Brickell Bay Drive, Suite 3100 Miami, Florida 33129
June 24, 2024
VIA EMAIL AND OVERNIGHT COURIER
Thomas P. Quirk Senior Vice President Greystone National Bank, N.A. 1 Financial Center Boston, MA 02111
Re: Request for Filing of UCC-3 Termination Statements and Release of Mortgages, Deeds of Trust, and Other Liens — Amended and Restated Credit Agreement dated as of March 15, 2021 (Loan No. GNB-SYN-2021-04417)
Dear Mr. Quirk:
I. Opening / Reference to Credit Agreement and Payoff
Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower" or "VHG"), hereby delivers this letter to Greystone National Bank, N.A. ("Greystone"), in its capacity as Administrative Agent (in such capacity, the "Administrative Agent") under that certain Amended and Restated Credit Agreement dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the several lenders from time to time party thereto (collectively, the "Lenders"), including Greystone National Bank, N.A., Harborview Lending Group, Cascade Federal Bank, and Meriden Commercial Finance LLC, and Greystone National Bank, N.A., as Administrative Agent for the Lenders. This letter relates to Loan No. GNB-SYN-2021-04417.
Reference is hereby made to that certain payoff letter dated June 21, 2024 (the "Payoff Letter"), delivered by Greystone National Bank, N.A., as Administrative Agent, to VHG, setting forth the aggregate payoff amount necessary to satisfy and repay in full all outstanding obligations of the Borrower and each subsidiary guarantor under the Credit Agreement and all related loan documents (as defined in the Credit Agreement, the "Loan Documents"). VHG hereby confirms its intention to deliver the full aggregate payoff amount on June 25, 2024, in immediately available funds, by wire transfer in accordance with the wire instructions set forth in the Payoff Letter.
As set forth in the Payoff Letter, the aggregate payoff amount required for the full satisfaction and discharge of all obligations under the Credit Agreement, calculated through the anticipated payoff date of June 25, 2024, is $473,886,714.10, which amount is comprised of the following components:
(a) Outstanding principal balance under Term Loan A: $280,142,819.16;
(b) Outstanding principal balance under Term Loan B: $187,200,000.00;
(c) Total outstanding principal: $467,342,819.16;
(d) Accrued and unpaid interest on the Term Loans (estimated through June 25, 2024): $4,207,180.84; and
(e) Prepayment premium (0.50% of the outstanding principal balance, as required under Section 2.05(b) of the Credit Agreement): $2,336,714.10.
The Borrower understands and acknowledges that the aggregate payoff amount set forth in the Payoff Letter is subject to per diem adjustments in the event that payoff is not received on June 25, 2024, and VHG reserves the right to request an updated payoff statement in such event. VHG further confirms that the wire transfer of the aggregate payoff amount will be made from an account of the Borrower maintained at Greaves Bancorp, and directed to the account of Greystone National Bank, N.A. specified in the Payoff Letter.
II. Identification of Secured Parties and Collateral Documents
As you are aware, the obligations of the Borrower and the subsidiary guarantors under the Credit Agreement and the other Loan Documents are secured by various liens, security interests, mortgages, deeds of trust, and other encumbrances (collectively, the "Liens") created and granted pursuant to the security agreements, mortgages, deeds of trust, deeds to secure debt, pledge agreements, deposit account control agreements, intellectual property security agreements, collateral assignments of leases and rents, and other collateral documents executed and delivered in connection with the Credit Agreement (collectively, the "Security Documents"). The Security Documents were executed and delivered by the Borrower and each of the following subsidiary guarantors and grantors (collectively with the Borrower, the "Grantors"):
(a) Verimark Resort Holdings LLC, a Delaware limited liability company;
(b) VHG Properties Inc., a Delaware corporation, which holds fee-simple interests in thirty-two (32) hotel properties located across multiple U.S. states;
(c) Bayshore Hotel Management LLC, a Florida limited liability company;
(d) Verimark Capital Holdings LLC, a Delaware limited liability company; and
(e) Pinnacle Lodging Enterprises Inc., a Delaware corporation.
The Security Documents include, without limitation, the following categories of collateral documents, each of which is the subject of this request for release and termination:
(i) UCC-1 Financing Statements. UCC-1 financing statements (including all amendments, continuations, and other related filings thereto) filed in the offices of the Secretary of State of the State of Delaware, the Department of State of the State of Florida, and any other applicable filing offices in any other jurisdiction where UCC-1 financing statements were filed against the Borrower or any subsidiary guarantor/grantor in connection with the Credit Agreement, covering all personal property collateral described therein.
(ii) Mortgages, Deeds of Trust, and Deeds to Secure Debt. Mortgages, deeds of trust, and/or deeds to secure debt encumbering real property owned by VHG Properties Inc. and other applicable subsidiary grantors, recorded in the offices of the county recorders, registers of deeds, or equivalent recording offices in counties across the nineteen (19) U.S. states and the U.S. Virgin Islands in which VHG operates its portfolio of forty-seven (47) full-service hotels and twelve (12) resort properties.
(iii) Deposit Account Control Agreements. Deposit account control agreements entered into among the Administrative Agent, the applicable Grantor, and each depository bank at which deposit accounts of the Grantors are maintained as collateral under the Security Documents.
(iv) intellectual Property Security Agreements. intellectual property security agreements, if any, recorded or filed with the United States Patent and Trademark Office and/or the United States Copyright Office, granting security interests in patents, trademarks, service marks, copyrights, and other intellectual property of the Grantors.
(v) Collateral Assignments of Leases and Rents. Collateral assignments of leases, rents, profits, and revenues associated with the mortgaged real properties, in each case recorded in the applicable county recording offices.
(vi) Pledges of Equity Interests. Pledge agreements, together with original stock certificates, membership interest certificates, and related stock powers, transfer powers, or similar instruments, in each case evidencing or relating to the pledge of the equity interests in each subsidiary guarantor held by the Borrower or any intermediate holding company.
A schedule setting forth the known UCC-1 financing statements (with file numbers, filing dates, jurisdictions, and debtor/secured party information) and all known recorded mortgages and deeds of trust (with recording information, recording office, and property descriptions) is enclosed with this letter as Enclosure A to facilitate the preparation of the requested termination and release documents.
III. Formal Request for UCC-3 Termination Statements
Immediately upon receipt by Greystone National Bank, N.A., as Administrative Agent, of the aggregate payoff amount in full on June 25, 2024 (or such later date on which full payment is received in immediately available funds), VHG hereby requests that the Administrative Agent promptly prepare and file, or authorize the Borrower or its counsel, Calderwood & Harkness LLP, to prepare and file on behalf of the Administrative Agent, UCC-3 financing statement amendments designating the termination (i.e., UCC-3 termination statements) of each and every UCC-1 financing statement (including all amendments and continuation statements thereto) filed in connection with the Credit Agreement and the Security Documents against each of the following debtors:
(a) Verimark Hospitality Group Inc. — UCC-1 financing statements filed with the Secretary of State of the State of Delaware and any other applicable filing offices;
(b) Verimark Resort Holdings LLC — UCC-1 financing statements filed with the Secretary of State of the State of Delaware;
(c) VHG Properties Inc. — UCC-1 financing statements filed with the Secretary of State of the State of Delaware;
(d) Bayshore Hotel Management LLC — UCC-1 financing statements filed with the Department of State of the State of Florida;
(e) Verimark Capital Holdings LLC — UCC-1 financing statements filed with the Secretary of State of the State of Delaware; and
(f) Pinnacle Lodging Enterprises Inc. — UCC-1 financing statements filed with the Secretary of State of the State of Delaware.
VHG requests that UCC-3 termination statements be filed in each and every jurisdiction where a corresponding UCC-1 financing statement, amendment, or continuation statement was filed, including, without limitation, the Office of the Secretary of State of the State of Delaware and the Department of State of the State of Florida. In the event that UCC-1 financing statements were filed in any additional state or local filing offices, VHG requests that termination statements be filed in those offices as well. As noted above, Enclosure A hereto sets forth the known filing information for each UCC-1 financing statement of record.
VHG further requests that copies of all filed UCC-3 termination statements, together with file-stamped confirmation of filing from each applicable filing office, be promptly delivered to each of the following:
(i) David K. Moretti, General Counsel & Secretary, Verimark Hospitality Group Inc., 2400 Brickell Bay Drive, Suite 3100, Miami, FL 33129 (email: dmoretti@verimarkgroup.com; telephone: (305) 555-8200); and
(ii) Claire Dempsey, Lead Associate, Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, NY 10006 (email: cdempsey@calderwoodharkness.com; telephone: (212) 555-3400).
IV. Formal Request for Release of Mortgages, Deeds of Trust, and Other Real Property Liens
In addition to the filing of UCC-3 termination statements as set forth in Section III above, VHG hereby requests that Greystone National Bank, N.A., as Administrative Agent, upon receipt of the aggregate payoff amount in full, promptly execute and deliver recordable mortgage releases, satisfactions of mortgage, reconveyances, releases of deeds of trust, and/or releases of deeds to secure debt, as applicable under the laws of each relevant jurisdiction, with respect to all Liens on real property securing the obligations under the Credit Agreement (collectively, the "Mortgage Releases").
The Mortgage Releases shall cover all mortgaged properties held by VHG Properties Inc. and any other subsidiary grantors across all applicable county recording offices in the nineteen (19) U.S. states and the U.S. Virgin Islands in which real property collateral is located. VHG requests that each Mortgage Release be prepared in recordable form suitable for filing in the applicable county or jurisdictional recording office, and that each such instrument comply in all respects with the recording requirements (including form, content, acknowledgment, and notarization requirements) of the county and state in which it is to be recorded.
VHG requests that the Administrative Agent deliver fully executed originals of all Mortgage Releases (or, where applicable, authorizations to record on behalf of the Administrative Agent) to Calderwood & Harkness LLP, at the address set forth in Section III above, for recording in the applicable county or jurisdictional recording offices. Alternatively, if the Administrative Agent prefers to coordinate the recording of Mortgage Releases directly, VHG requests that the Administrative Agent promptly provide file-stamped copies of each recorded Mortgage Release to VHG and to Calderwood & Harkness LLP at the addresses set forth herein.
VHG hereby confirms that it and its counsel will bear all costs, fees, and expenses associated with the recording of the Mortgage Releases, including all applicable county recording fees, documentary stamp taxes (if any), and related charges.
V. Release of Other Collateral and Security Interests
VHG further requests that, upon receipt of the aggregate payoff amount in full on June 25, 2024 (or such later date on which full payment is received), the Administrative Agent also take the following actions with respect to the remaining categories of collateral and security interests granted under the Security Documents:
(a) Deposit Account Control Agreements. Deliver written termination notices with respect to all deposit account control agreements entered into in connection with the Credit Agreement to each applicable depository bank, in form and substance sufficient to terminate the Administrative Agent's control over and security interest in the deposit accounts maintained at such institutions. VHG requests that copies of all such termination notices be delivered to VHG and Calderwood & Harkness LLP at the addresses specified in this letter.
(b) intellectual Property Security Agreements. Execute and deliver releases, terminations, or other appropriate instruments with respect to any intellectual property security agreements filed with the United States Patent and Trademark Office ("USPTO") or the United States Copyright Office ("USCO"), as applicable, sufficient to release and discharge all security interests in patents, trademarks, service marks, copyrights, and other intellectual property of the Grantors that were granted to the Administrative Agent under the Security Documents. VHG requests that the Administrative Agent provide executed originals of such instruments to Calderwood & Harkness LLP for filing with the USPTO and/or the USCO, as applicable, or, alternatively, that the Administrative Agent file such instruments directly and provide file-stamped copies to VHG and Calderwood & Harkness LLP.
(c) Pledged Equity Interests. Execute and deliver releases of any and all pledges of equity interests (including stock certificates, membership interest certificates, and related stock powers, transfer powers, or similar instruments) held by the Administrative Agent as collateral under the Security Documents. Upon satisfaction of all obligations under the Credit Agreement, VHG requests that the Administrative Agent return to the Borrower or its counsel all original stock certificates, membership interest certificates, blank stock powers, blank transfer powers, and any other original instruments or documents held by the Administrative Agent in connection with the pledges of equity interests in the subsidiary guarantors. All such original certificates and instruments should be delivered by overnight courier to Calderwood & Harkness LLP at the address specified herein, for the attention of Claire Dempsey.
(d) Collateral Assignments of Leases and Rents. Execute and deliver terminations, releases, or other appropriate instruments with respect to all collateral assignments of leases and rents recorded in connection with the Security Documents, in recordable form suitable for filing in each applicable county or jurisdictional recording office. VHG requests that executed originals of all such instruments be delivered to Calderwood & Harkness LLP for recording, or, alternatively, that the Administrative Agent coordinate recording directly and provide file-stamped copies to VHG and Calderwood & Harkness LLP.
VI. Authorization to File on Behalf of Administrative Agent
VHG recognizes that the preparation, execution, and filing or recording of the termination statements, mortgage releases, and other release instruments described in this letter may require coordination among multiple parties and filing offices. To the extent that the Administrative Agent is unable to file or record any such termination statements, mortgage releases, or other release instruments promptly following receipt of the aggregate payoff amount, VHG hereby requests that the Administrative Agent execute and deliver to Calderwood & Harkness LLP a written authorization letter (the "Filing Authorization") expressly authorizing and empowering the Borrower and/or Calderwood & Harkness LLP, as counsel to the Borrower, to prepare, execute (to the extent permitted by applicable law), file, and record UCC-3 termination statements, mortgage releases, satisfactions of mortgage, reconveyances, releases of deeds of trust, releases of deeds to secure debt, terminations of collateral assignments, and all other release and termination instruments, in each case on behalf of Greystone National Bank, N.A. in its capacity as Administrative Agent and secured party/mortgagee under the Security Documents.
Any such Filing Authorization should be in form and substance reasonably satisfactory to both the Administrative Agent and the Borrower, and should be sufficient to authorize the filing and recording of such instruments in all applicable jurisdictions. VHG and Calderwood & Harkness LLP will work cooperatively with the Administrative Agent and its counsel to finalize the form of any Filing Authorization.
VII. Confirmation of Full Release / No Surviving Obligations
VHG further requests that, upon receipt of the aggregate payoff amount in full on June 25, 2024 (or such later date on which full payment is received in immediately available funds), the Administrative Agent provide written confirmation (by executed letter or email from an authorized officer of Greystone National Bank, N.A.) of the following:
(a) That all obligations of the Borrower and each subsidiary guarantor under the Credit Agreement, the Security Documents, and all other Loan Documents have been satisfied, paid, and discharged in full;
(b) That all Liens and security interests in favor of the Administrative Agent (for the benefit of the Lenders) in any assets, properties, or rights of the Borrower and each subsidiary guarantor, whether arising under the Security Documents or otherwise in connection with the Credit Agreement, have been released and terminated in their entirety;
(c) That the Credit Agreement and all related Loan Documents have been terminated in accordance with their respective terms, and that none of the Borrower, any subsidiary guarantor, or any of their respective affiliates has any further obligation or liability to the Administrative Agent or any Lender under or in connection with the Credit Agreement or any Loan Document (other than any obligations that by their express terms survive termination, including without limitation, indemnification obligations under Section 10.04 of the Credit Agreement); and
(d) That the commitments of the Lenders under the Credit Agreement have been terminated and are of no further force or effect.
For the avoidance of doubt, VHG will separately deliver to the Administrative Agent, on June 25, 2024, a formal Notice of Termination of Existing Credit Agreement, in accordance with the notice provisions of the Credit Agreement, confirming the Borrower's repayment in full of all outstanding obligations and the termination of all commitments thereunder. The requests set forth in this letter are in addition to, and not in lieu of, the delivery of such Notice of Termination.
VIII. Delivery Instructions / Contact Information
All executed release and termination documents, filed UCC-3 termination statements, file-stamped copies of recorded mortgage releases, and all related correspondence should be delivered to the following persons and addresses:
Primary — VHG:
David K. Moretti General Counsel & Secretary Verimark Hospitality Group Inc. 2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129
Email: dmoretti@verimarkgroup.com
Telephone: (305) 555-8200
Copy — Borrower's Counsel:
Claire Dempsey, Lead Associate Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, NY 10006
Email: cdempsey@calderwoodharkness.com
Telephone: (212) 555-3400
In the event that the Administrative Agent has any questions regarding this letter or the requests set forth herein, please do not hesitate to contact me directly at the number and email address listed above, or Claire Dempsey at Calderwood & Harkness LLP at the contact information provided above.
IX. Context of Request / Refinancing Transaction
By way of context for the timing of this request, VHG is refinancing the existing credit facility under the Credit Agreement in connection with the issuance by VHG of $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031 (the "Notes"), to be offered and sold pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The closing of the offering and sale of the Notes is anticipated to occur on June 25, 2024. The net proceeds of the Notes offering will be used to repay in full all outstanding obligations under the Credit Agreement and to pay related transaction fees and expenses.
The timely filing of UCC-3 termination statements and recording of mortgage releases and other release instruments with respect to the Liens securing the Credit Agreement is a condition to the completion of the refinancing transaction and constitutes a material post-closing obligation of the Borrower under the indenture governing the Notes. Accordingly, VHG respectfully requests the Administrative Agent's prompt attention to the matters set forth in this letter and cooperation in facilitating the timely release and termination of all Liens and security interests in favor of the Administrative Agent and the Lenders under the Credit Agreement.
X. Closing
VHG greatly appreciates Greystone's attention to this matter and the cooperative relationship between VHG and the Administrative Agent throughout the term of the Credit Agreement. VHG and its counsel at Calderwood & Harkness LLP stand ready to coordinate and assist with the preparation, execution, filing, and recording of all necessary release and termination documents, and to address any questions or concerns that the Administrative Agent or its counsel may have in connection with the foregoing requests.
We respectfully request that the Administrative Agent acknowledge receipt of this letter at your earliest convenience, and confirm Greystone's agreement to comply with the requests set forth herein. If there are any additional steps, information, or documentation that the Administrative Agent requires in order to process the releases and terminations described in this letter, please advise us promptly so that we may provide the same without delay.
We look forward to working with you to bring this matter to a timely and successful conclusion.
Very truly yours,
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: David K. Moretti
Title: General Counsel & Secretary
Date: June 24, 2024
cc:
Marcus J. Delano, Chief Executive Officer, Verimark Hospitality Group Inc.
Patricia R. Henning, Chief Financial Officer, Verimark Hospitality Group Inc.
Theodore Langston, Partner, Calderwood & Harkness LLP
Claire Dempsey, Associate, Calderwood & Harkness LLP
Enclosures:
Enclosure A — Schedule of UCC-1 Financing Statements and Recorded Mortgages/Deeds of Trust (setting forth, with respect to each UCC-1 financing statement: the file number, filing date, filing office/jurisdiction, debtor name, and secured party name, and with respect to each recorded mortgage or deed of trust: the recording information (book and page or instrument number), recording date, county recording office, and a summary description of the encumbered real property).
Note: Enclosure A has been compiled by Calderwood & Harkness LLP based on comprehensive lien search results obtained from Hollowell Technologies and is believed to be complete as of the date hereof. VHG reserves the right to supplement or amend Enclosure A if additional filings are identified.
This letter was prepared by Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, NY 10006, as counsel to Verimark Hospitality Group Inc.

VERIMARK HOSPITALITY GROUP INC. 2400 Brickell Bay Drive, Suite 3100 Miami, Florida 33129

VIA EMAIL AND OVERNIGHT COURIER

VERIMARK HOSPITALITY GROUP INC.

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