Contract analysis

I. Purpose and Summary The purpose of this memorandum is to verify the estimated payoff amount for the existing first mortgage loan (the "Existing Loan") encumbering the Coral Palms Grand Resort & Spa, located at 99000 Overseas Highway, Key Largo, Monroe County, Florida 33037 (the "Property"), which Existing Loan is currently held by Tidewater National Bank, N.A. ("Tidewater" or "TNB"). The Existing Loan is to be pai

II. Existing Loan — Key Terms Set forth below is a summary of the material terms of the Existing Loan based on our review of the loan documents provided by VHG, including the Loan Agreement dated as of June 1, 2019 (as amended, the "Loan Agreement"), the Promissory Note of even date therewith (the "Note"), the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing recorded in the Official Rec

III. Payoff Calculation — Scenario Analysis To account for the impact of the prepayment premium on the total payoff cost, this memorandum presents two payoff scenarios based on the anticipated timing of the Refinancing Loan closing. A. Scenario 1: Closing Before March 1, 2023 (Prepayment Premium Applicable) Under this scenario, we assume that the closing of the PAC Refinancing Loan occurs prior to March 1, 2023, such

1. Outstanding Principal. The outstanding principal balance is estimated at $118,500,000, based on the October 15, 2022 loan statement as described in Section II.D above. As noted, the actual principal balance at closing may be slightly lower due to continued scheduled amortization payments between October 15, 2022 and the closing date, but we use this figure as a conservative estimate to ensure that sufficient payof

2. Prepayment Premium. The prepayment premium is calculated as 1.0% of the outstanding principal balance at the time of prepayment: $118,500,000 × 1.0% = $1,185,000 We note that the prepayment premium is calculated on the actual outstanding principal balance at the date of prepayment. If the principal balance has been further reduced through scheduled amortization payments by the closing date (i.e., is somewhat less

3. Accrued and Unpaid Interest. Interest on the Existing Loan accrues daily and is payable monthly. At the closing of the Refinancing Loan, accrued but unpaid interest from the last monthly payment date through the payoff date will be included in the payoff amount. The calculation is as follows: • All-in interest rate assumption: SOFR (assumed at approximately 4.35%) + 2.25% = approximately 6.60% per annum. • Per die

4. Other Amounts. In addition to the principal, prepayment premium, and accrued interest, the following additional items may be included in or relevant to the payoff: • Late charges: None expected. The Existing Loan is current and in good standing, with no history of late payments. No late charges are anticipated in the payoff statement. • Default interest: Not applicable. The Existing Loan is not in default, and no

5. Total Estimated Payoff (Scenario 1). Based on the foregoing, the total estimated payoff amount under Scenario 1 (closing before March 1, 2023) is calculated as follows: The total estimated payoff under Scenario 1 falls within a range of approximately $119,900,000 to $120,400,000, depending on the precise closing date (which affects the number of days of accrued interest), the actual SOFR rate in effect at the time

1. Outstanding Principal. As with Scenario 1, the outstanding principal balance is estimated at $118,500,000, which represents a conservative estimate. By March 2023, the actual outstanding balance will be somewhat lower due to the additional months of scheduled amortization, but we retain this figure for conservatism.

2. Prepayment Premium. Under the terms of the Existing Loan documents, the prepayment premium expires entirely on March 1, 2023. Accordingly, if the payoff occurs on or after that date, the prepayment premium is $0.

3. Accrued Interest. The methodology for calculating accrued interest is identical to Scenario 1. The per diem interest amount remains approximately $21,725 per day at the assumed all-in rate of 6.60% (subject to adjustments based on the actual SOFR rate in effect in February/March 2023, which may differ from the rate assumed in Scenario 1). The total accrued interest will depend on the number of days elapsed from th

4. Total Estimated Payoff (Scenario 2). The total estimated payoff under Scenario 2 is approximately $118,500,000 to $118,900,000, depending on the precise closing date and applicable SOFR rate. This represents a savings of approximately $1,185,000 compared to Scenario 1, attributable entirely to the avoidance of the prepayment premium. C. Recommendation on Closing Date Timing Based on the analysis above, if it is pr

IV. Per Diem Interest Detail This section provides a detailed per diem interest calculation for use by the engagement team and Meridian Title & Escrow, Inc. in preparing the closing settlement statement. The per diem figure is the daily interest amount that accrues on the Existing Loan and is used to prorate interest charges to the exact closing date. Formula: Per Diem Interest = Outstanding Principal × Annual Intere

V. Cross-Reference to Refinancing Sources and Uses To confirm the adequacy of the proposed Refinancing Loan proceeds, this section presents a sources and uses analysis that incorporates the Tidewater payoff amount along with other anticipated transaction costs and disbursements. A. Sources of Funds The sole source of funds for the refinancing transaction is the PAC Refinancing Loan: B. Uses of Funds The following tab

VI. Documents Required from Tidewater for Closing In order to complete the payoff of the Existing Loan and the closing of the Refinancing Loan, the following documents and deliverables will be required from Tidewater National Bank, N.A.:

1. Formal Payoff Letter / Payoff Statement. A payoff statement prepared and executed by Tidewater specifying the following: (a) The outstanding principal balance as of the payoff date; (b) The exact per diem interest amount, together with the applicable SOFR rate and the basis for calculation; (c) The prepayment premium calculation (if applicable, depending on the closing date relative to March 1, 2023); (d) Any othe

2. Satisfaction and Discharge of Mortgage. A duly executed and notarized Satisfaction and Discharge of Mortgage (or Satisfaction of Mortgage, as denominated under Florida law) in recordable form, for recording in the Official Records of Monroe County, Florida, to discharge the Mortgage recorded at Official Records Book 2892, Page 0445. This document should be delivered to Meridian Title & Escrow, Inc. at or promptly

3. UCC-3 Termination Statement. A UCC-3 Financing Statement Amendment (Termination) terminating the UCC-1 Financing Statement filed with the Florida Secured Transaction Registry under File No. 202219087643. The UCC-3 should be in form suitable for filing with the Florida Department of State, Division of Corporations.

4. Assignment or Return of Escrow/Reserve Balances. Documentation confirming the return or assignment of any escrowed reserve balances held by Tidewater under the Existing Loan, including real estate tax escrows, insurance escrows, FF&E reserves, and any capital expenditure reserves. The specific balances and the mechanism for return (direct refund to the Borrower, or assignment to PAC as incoming lender) should be c

5. Lender Authorization and Bailee Letters. Any lender authorization letters, bailee letters, or similar documentation that may be required by Meridian Title & Escrow, Inc. or PAC to facilitate the simultaneous closing, including authorization for Meridian Title to disburse the payoff proceeds to Tidewater from the closing escrow fund. Status of Request: Calderwood & Harkness has sent a formal payoff request letter t

VII. Open Items and Recommendations The following items remain open and require follow-up action by the engagement team: A. Confirm Actual Outstanding Balance We recommend requesting an updated principal balance from Tidewater reflecting all scheduled amortization payments through the anticipated closing date. The $118,500,000 figure used throughout this memorandum is based on the loan statement dated October 15, 202

VIII. Conclusion Based on the analysis set forth in this memorandum, the following conclusions and observations are presented for the engagement team's review:

1. The total estimated payoff amount for the Tidewater National Bank Existing Loan is approximately $119,685,000 to $120,400,000 if the closing occurs before March 1, 2023 (inclusive of the $1,185,000 prepayment premium and estimated accrued interest), or approximately $118,500,000 to $118,900,000 if the closing occurs on or after March 1, 2023 (thereby avoiding the prepayment premium entirely).

2. The proposed $160,000,000 PAC Refinancing Loan provides ample proceeds to satisfy the Tidewater payoff in full under either scenario, fund all required upfront reserves and closing costs, and generate the anticipated net cash-out of approximately $32,265,000 to VHG.

3. If feasible, scheduling the closing on or after March 1, 2023 would save $1,185,000 in prepayment premium costs, subject to confirmation of the PAC rate lock expiration date and VHG's business timeline.

4. This memorandum will be updated upon receipt of Tidewater's formal payoff statement, at which time the estimated payoff figures presented herein will be reconciled with the actual figures provided by Tidewater and a revised sources and uses analysis will be circulated to the engagement team. All figures presented in this memorandum are estimates based on currently available information and assumptions regarding pr