HOTEL MANAGEMENT, INC.
WINGATE INNS INTERNATIONAL, INC.
WYNDHAM BONNET CREEK HOTEL, LLC
WYNDHAM FRANCHISOR, LLC
WYNDHAM HOTEL GROUP, LLC
WYNDHAM HOTELS AND RESORTS, LLC
WYNDHAM HOTEL MANAGEMENT, INC.
WYNDHAM REWARDS, INC., each as an Initial Grantor
By:
Name:
David Wyshner
Title:
Chief Financial Officer
[Signature Page to Security Agreement]
WHM CARIB, LLC,
as an Initial Grantor
By:
Name:
Greg Geppel
Title:
Senior Vice President
[Signature Page to Security Agreement]
LA QUINTA ARLINGTON BEVERAGE
SERVICES, INC.
LA QUINTA BEVERAGE SERVICES, INC.
LA QUINTA FRANCHISE, LLC
LA QUINTA FRANCHISING LLC
LA QUINTA INTERMEDIATE HOLDINGS L.L.C.
LA QUINTA WORLDWIDE, LLC
LODGE HOLDCO II L.L.C.
LODGE MANAGEMENT L.L.C.
LQ MANAGEMENT L.L.C.
LQ MEXICO HOLDING L.L.C.
WELLESLEY FRANCHISING L.L.C.
LA QUINTA HOLDINGS INC., each as an Initial Grantor
By:
Name:
David Wyshner
Title:
Executive Vice President and Chief Financial Officer
[Signature Page to Security Agreement]
BANK OF AMERICA, N.A.,
as Collateral Agent
By:
Name:
Title:
[Signature Page to Security Agreement]
SCHEDULE I
TO THE SECURITY
AGREEMENT
Pledged Equity
Grantor
Issuer
Class of Equity
Interest
Certificate No(s)
Number of
Shares
Percentage of
Outstanding
Shares of the
Same Class of
Equity
Interest
Pledged Debt
Grantor
Debt Issuer
Debt
Certificate No(s)
Maturity
Original
Principal Amount
Date for Delivery
SCHEDULE II
TO THE SECURITY
AGREEMENT
PERFECTION INFORMATION
[see attached]
SCHEDULE III
TO THE SECURITY AGREEMENT
United States Applied for and Registered Intellectual Property
Patents and Patent Applications
Registered owner/
Grantor
Patent
Title
Patent No. or Application No.
Trademark Registrations and Trademark Applications
Registered owner/
Grantor
Trademark
Registration No. or Application No.
Copyrights Registrations
Registered owner/
Grantor
Title of Work
Registration No.
EXHIBIT I
TO THE SECURITY AGREEMENT
FORM OF SECURITY AGREEMENT SUPPLEMENT
SUPPLEMENT NO. [
] (this "Supplement"), dated as of [
], to the
Security Agreement dated as of May 30, 2018 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the "Security
Agreement") among the Grantors as defined therein, and Bank of America, N.A.
("Bank of America"), as collateral agent for the Secured Parties (in such
capacity and together with its successors and assigns, the "Collateral Agent").
A.
Reference is made to that certain Credit
Agreement dated as of May 30, 2018 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Wyndham Hotels & Resorts, Inc., a Delaware corporation (the "Borrower"),
Bank of America, as administrative agent, (in such capacity, the "Administrative
Agent"), collateral agent (in such capacity, the "Collateral Agent"), each
Lender from time to time party thereto and the other parties party thereto.
B.
Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement and the Security Agreement referred to therein.
C.
The Grantors have entered into the
Security Agreement in order to induce the Lenders to make Loans, the L/C Issuers
to issue Letters of Credit and certain other Secured Parties to make other
financial accommodations to the Borrower and the Restricted