Contract analysis

Section 1.1 — Defined Terms As used in this Mortgage, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement. "Borrower" means Coral Palms Resort Holdings LLC, a Florida limited liability company, and its successors and permitted assigns. "Cash Management Agreement" means that certain Cash Mana

Section 1.2 — Rules of Construction (a) All capitalized terms used but not defined in this Mortgage shall have the respective meanings ascribed to such terms in the Loan Agreement. (b) References in this Mortgage to "Articles," "Sections," and "Exhibits" shall be deemed to refer to Articles, Sections, and Exhibits of and to this Mortgage unless the context otherwise requires. All Exhibits attached hereto are incorpor

ARTICLE II — GRANT OF MORTGAGE AND SECURITY INTEREST

Section 2.1 — Grant of Mortgage To secure the Obligations, Mortgagor hereby grants, bargains, sells, conveys, mortgages, and warrants unto Mortgagee, and its successors and assigns, forever, the following described property (collectively, the "Mortgaged Property"): (a) Land. The Land described in Exhibit A attached hereto and incorporated herein by reference, being a portion of Section 27, Township 60 South, Range 39

Section 2.2 — Security Interest (UCC) In addition to the mortgage lien created by Section 2.1, Mortgagor hereby grants to Mortgagee a continuing security interest under the Florida Uniform Commercial Code (Chapter 679, Florida Statutes) in all Personal Property, Fixtures, Rents, Leases, Intangible Property, and all other property described herein that constitutes personal property or fixtures under the Florida Unifor

Section 2.3 — Fixture Filing This Mortgage is intended to constitute and shall serve as a "fixture filing" under Section 679.5021, Florida Statutes, as amended, with respect to all Fixtures now or hereafter forming a part of the Property. The following information is provided for purposes of this fixture filing: Debtor (Record Owner of Land): Coral Palms Resort Holdings LLC, a Florida limited liability company Organi

Section 2.4 — Habendum / Defeasance TO HAVE AND TO HOLD the Mortgaged Property, together with all rights and appurtenances thereto belonging, unto Mortgagee and its successors and assigns, forever. PROVIDED, HOWEVER, that if Mortgagor shall punctually and fully pay and perform all of the Obligations in accordance with the terms and conditions of the Loan Documents, and shall otherwise comply with each and every coven

ARTICLE III — OBLIGATIONS SECURED

Section 3.1 — Secured Obligations This Mortgage and the liens, security interests, and assignments created hereby are given and made to secure the following (collectively, the "Secured Obligations"): (a) The full and punctual payment of the Indebtedness, including, without limitation, (i) the principal sum of ONE HUNDRED SIXTY MILLION AND 00/100 DOLLARS ($160,000,000.00), or so much thereof as may be advanced and out

Section 3.2 — Future Advances This Mortgage shall also secure all future advances and re-advances made by Lender to Borrower pursuant to the Loan Documents, whether obligatory or optional, up to the maximum principal amount of ONE HUNDRED SIXTY MILLION AND 00/100 DOLLARS ($160,000,000.00), together with all interest thereon, fees, costs, and expenses, pursuant to and in accordance with Section 697.04, Florida Statute

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF MORTGAGOR Mortgagor hereby represents and warrants to Mortgagee as of the date hereof as follows:

Section 4.1 — Title and Ownership Mortgagor is the sole fee simple owner of the Land and the Improvements. Mortgagor holds good, marketable, and insurable title to the Mortgaged Property, free and clear of all liens, mortgages, pledges, security interests, charges, claims, restrictions, and encumbrances of any kind or nature whatsoever, except the Permitted Encumbrances. The existing mortgage in favor of Tidewater Na

Section 4.2 — Entity Status and Authority Mortgagor is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Florida. Mortgagor has full power, authority, and legal right to own and operate the Property, to execute, deliver, and perform its obligations under this Mortgage and each of the other Loan Documents to which it is a party, and to mortgage, pledge, assi

Section 4.3 — No Conflicts The execution, delivery, and performance by Mortgagor of this Mortgage and the other Loan Documents to which Mortgagor is a party do not and will not (a) violate any provision of any law, statute, rule, regulation, order, writ, injunction, judgment, or decree of any court or governmental authority binding on Mortgagor or the Property, (b) violate, conflict with, result in a breach of, or co

Section 4.4 — Compliance with Law The Property and its use, occupancy, and operation comply in all material respects with all applicable laws, statutes, ordinances, rules, regulations, codes, licenses, permits, authorizations, approvals, and orders of all federal, state, and local governmental authorities having jurisdiction over the Property, including, without limitation, the Florida Building Code, the Florida Fire

Section 4.5 — No Litigation No litigation, arbitration, administrative proceeding, investigation, or governmental proceeding is pending or, to Mortgagor's knowledge, threatened against or affecting the Property, Mortgagor, or Guarantor before any court, arbitrator, or governmental authority that could (a) reasonably be expected to materially and adversely affect the Property, the value thereof, or the operation there

Section 4.6 — Environmental Representations No Hazardous Materials (as defined in the Environmental Indemnity Agreement) exist on, under, or about the Property in violation of any applicable Environmental Laws (as defined in the Environmental Indemnity Agreement). There are no underground storage tanks located on the Property. Mortgagor has not received any notice of any environmental claim, violation, or investigati

Section 4.7 — Insurance Mortgagor maintains insurance coverage on the Property as required by the Loan Agreement, including, without limitation, property and casualty insurance with Southland Mutual Insurance Company, windstorm insurance meeting the requirements of applicable Florida law and Lender's requirements for properties located in Monroe County, and flood insurance with Bayfront Specialty Insurance Corp. and

Section 4.8 — Assessments and Impositions All Impositions, including all real property taxes, special assessments, water and sewer charges, and all other governmental charges and levies that are due and payable with respect to the Property for all periods prior to and including the date hereof, have been paid in full. There are no pending or, to Mortgagor's knowledge, threatened special assessments or reassessments o

Section 4.9 — Survey Mortgagor has delivered to Lender a current ALTA/NSPS Land Title Survey of the Property prepared by Landis & Shaw Surveying, Inc. (Robert Tran, PLS), dated not more than ninety (90) days prior to the date hereof and certified to Lender, Borrower, and the title company. Such survey does not disclose any material encroachments, overlaps, boundary line disputes, or violations of applicable setback r

Section 4.10 — Property Condition The Property, including all Improvements thereon, is in good condition and repair, suitable for its intended use as a luxury resort hotel. The comprehensive renovation of the Property completed in August 2021 at a cost of approximately FORTY-SEVEN MILLION AND 00/100 DOLLARS ($47,000,000.00) was performed in a good and workmanlike manner, in compliance with all applicable laws, codes,

Section 4.11 — Independent Operation The Property is independently operated under the "Coral Palms" trade name and is not subject to any franchise agreement, management agreement, or license agreement with any national or international hotel brand or chain. The Property is operated and managed directly by Mortgagor through its affiliates, and no third-party management company has been engaged to manage or operate the

ARTICLE V — COVENANTS OF MORTGAGOR Mortgagor hereby covenants and agrees with Mortgagee as follows:

Section 5.1 — Payment of Indebtedness Mortgagor shall punctually pay, or cause to be paid, all Indebtedness as and when the same becomes due and payable, in strict accordance with the terms and provisions of the Note and the Loan Agreement, including, without limitation, all installments of principal, interest, late charges, prepayment premiums, exit fees, and all other sums due thereunder, without setoff, countercla

Section 5.2 — Payment of Impositions Mortgagor shall pay, or cause to be paid, all Impositions before any delinquency, fine, penalty, interest, or cost may be added thereto for non-payment or late payment, and shall deliver to Lender, promptly upon request, evidence satisfactory to Lender of the timely payment of all Impositions. Notwithstanding the foregoing, Mortgagor shall have the right to contest in good faith a

Section 5.3 — Maintenance and Repair Mortgagor shall maintain the Property in good condition and repair and in accordance with the standards maintained by prudent operators of comparable luxury resort hotel properties in the Florida Keys market and in the southeastern United States. Mortgagor shall promptly make all necessary repairs, renewals, replacements, additions, and improvements thereto, of every kind and natu

Section 5.4 — Insurance Covenants Mortgagor shall maintain at all times during the term of the Loan the following insurance coverage, in form and substance, with deductibles, and issued by carriers, satisfactory to Lender: (a) Property Insurance. "All risk" or "special form" property insurance covering the Property and all Improvements, Fixtures, and Personal Property in an amount not less than one hundred percent (1

Section 5.5 — Compliance with Laws Mortgagor shall comply, and shall cause the Property to comply, with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, orders, judgments, decrees, permits, licenses, authorizations, and requirements of all governmental authorities having jurisdiction over the Property or the use, occupancy, or operation thereof, including, without limita

Section 5.6 — Protection of Lien Mortgagor shall preserve and protect the first-priority lien and security interest of this Mortgage on the Mortgaged Property. Mortgagor shall not create, incur, assume, or permit to exist any lien, mortgage, pledge, security interest, charge, encumbrance, or claim upon the Mortgaged Property, or any portion thereof, whether superior or junior to the lien of this Mortgage, except the

Section 5.7 — Alterations and Improvements Mortgagor shall not, without the prior written consent of Lender, (a) demolish, remove, or materially alter any of the Improvements, (b) construct any new buildings or structures on the Land, or (c) make any material alteration, improvement, or addition to the Property. Notwithstanding the foregoing, Mortgagor may, without Lender's prior written consent, make non-structural

Section 5.8 — Inspection Rights Lender and its agents, representatives, engineers, consultants, and contractors shall have the right, at all reasonable times and upon reasonable prior notice (which may be oral and shall not be less than twenty-four (24) hours, except in the case of an emergency, in which case no notice shall be required), to enter upon and inspect the Property, including, without limitation, any and

Section 5.9 — Books and Records Mortgagor shall maintain complete, accurate, and adequate books and records relating to the ownership, operation, management, leasing, and financial condition of the Property, in accordance with generally accepted accounting principles consistently applied. Mortgagor shall furnish or cause to be furnished to Lender the following: (a) Within one hundred twenty (120) days after the close

Section 5.10 — Estoppel Certificates Within ten (10) business days following receipt of a written request from Lender, Mortgagor shall furnish to Lender, or to any person or entity designated by Lender, a written statement, duly executed and acknowledged by Mortgagor, certifying (a) the unpaid principal balance of the Indebtedness and the date to which interest has been paid, (b) whether any offsets, counterclaims, o

Section 5.11 — Further Assurances Mortgagor shall, at Mortgagor's sole cost and expense, execute, acknowledge, deliver, file, and record, or cause to be executed, acknowledged, delivered, filed, and recorded, such further documents, instruments, agreements, financing statements, continuation statements, and other assurances as Lender may from time to time reasonably request to (a) perfect, protect, confirm, and maint

Section 5.12 — Transfer Restrictions (a) Mortgagor shall not, without the prior written consent of Lender (which consent may be withheld in Lender's sole and absolute discretion), sell, convey, transfer, assign, encumber, pledge, hypothecate, or otherwise dispose of all or any portion of the Mortgaged Property, or any legal, beneficial, or equitable interest therein, whether voluntarily, involuntarily, or by operatio

Section 5.13 — Single Purpose Entity Covenants Mortgagor covenants and agrees that it shall at all times maintain its status as a "single purpose entity" in accordance with the following requirements: (a) Mortgagor shall not engage in any business or activity other than the ownership, operation, management, and maintenance of the Property and activities incidental thereto; (b) Mortgagor shall not own any real propert

Section 5.14 — Zoning Mortgagor shall not initiate, join in, consent to, or acquiesce in any change of zoning, variance, special exception, conditional use, or reclassification of the Property, or any portion thereof, without the prior written consent of Lender. Mortgagor shall promptly notify Lender of any proposed or pending change of zoning or land use regulation that could affect the Property or its current use.

Section 5.15 — Condemnation Proceedings Mortgagor shall promptly notify Lender in writing of any actual or threatened condemnation, eminent domain, or similar proceeding affecting the Property or any portion thereof. Lender shall have the right, but not the obligation, to participate in any such proceeding and to be represented by counsel of its choice. Mortgagor shall not, without the prior written consent of Lender

ARTICLE VI — ASSIGNMENT OF LEASES AND RENTS

Section 6.1 — Assignment Mortgagor hereby absolutely and presently assigns, transfers, conveys, and sets over to Mortgagee all of Mortgagor's right, title, and interest in and to all Leases and Rents now existing or hereafter entered into or arising with respect to the Property or any portion thereof. This assignment is intended to be, and shall be construed as, an absolute assignment of Leases and Rents pursuant to

Section 6.2 — License to Collect Rents Mortgagee hereby grants to Mortgagor a revocable license to collect, receive, use, and enjoy the Rents from the Property as the same become due and payable, subject to the terms and conditions of the Cash Management Agreement. Such license shall automatically and immediately terminate, without the necessity of any notice or demand from Mortgagee, upon the occurrence of any Event

Section 6.3 — Lease Covenants (a) Mortgagor shall not enter into, modify, amend, extend, renew, replace, or terminate any material Lease without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed. For purposes of this Section 6.3, a "material Lease" shall mean any Lease with a term (including renewal options) in excess of one (1) year or providing for aggreg

Section 6.4 — Application of Rents After Default Upon the occurrence of an Event of Default and the revocation or termination of the license granted in Section 6.2, Mortgagee may, at its option and without limiting any other rights or remedies available to Mortgagee, enter upon and take possession of the Property (or any portion thereof), and may collect, receive, and apply all Rents to the Obligations in such order

ARTICLE VII — RESERVES AND ESCROWS

Section 7.1 — Reserve Deposits Mortgagor shall establish and maintain all reserve accounts and make all reserve deposits as required under the Reserve Agreement, which is incorporated herein by reference. At closing, Mortgagor shall deposit with Lender upfront reserves in the aggregate amount of FOUR MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($4,800,000.00), comprising tax reserves, insurance reserves, FF&E r

Section 7.2 — Tax and Insurance Escrow In addition to, or as a component of,