Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Loan Agreement. "Annual Budget" means the approved operating and capital budget for the Property for each calendar year, prepared by Borrower and . The Annual Budget shall incl

Section 1.2 — Rules of Construction (a) All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement, unless the context clearly requires otherwise. (b) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. (c) The headings of the articles, sections,

ARTICLE 2: INITIAL RESERVE DEPOSITS

Section 2.1 — Aggregate Initial Deposit On the Closing Date, Borrower shall deposit (or cause to be deposited) with Lender, from the proceeds of the Loan, the aggregate sum of Four Million Eight Hundred Thousand and No/100 Dollars ($4,800,000) (the "Initial Reserve Deposits"), to be allocated among the Reserve Accounts as set forth in this Article 2 and in Exhibit A attached hereto. >

Section 2.2 — Tax Reserve Initial Deposit On the Closing Date, Borrower shall deposit into the Tax Reserve Account an amount equal to >

Section 2.3 — Insurance Reserve Initial Deposit On the Closing Date, Borrower shall deposit into the Insurance Reserve Account an amount equal to . The insurance coverages currently in effect with respect to the Property are maintained with Southland Mutual Insurance Company (property, general liability, and windstorm coverages) and Bayfront Specialty Insurance Corp. (flood coverage). >

Section 2.4 — FF&E Reserve Initial Deposit On the Closing Date, Borrower shall deposit into the FF&E Reserve Account an amount equal to . >

Section 2.5 — Capital Reserve Initial Deposit On the Closing Date, Borrower shall deposit into the Capital Reserve Account an amount equal to . >

Section 2.6 — Allocation Among Accounts Lender shall allocate the Initial Reserve Deposits among the four (4) Reserve Accounts on the Closing Date in accordance with Exhibit A attached hereto. Lender shall provide Borrower with written confirmation of the allocation of the Initial Reserve Deposits within five (5) Business Days after the Closing Date. >

ARTICLE 3: MONTHLY RESERVE CONTRIBUTIONS

Section 3.1 — Tax Reserve Monthly Deposits (a) Commencing on the first Monthly Reserve Deposit date following the Closing Date and continuing on each Monthly Reserve Deposit date thereafter during the term of this Agreement, Borrower shall deposit into the Tax Reserve Account an amount equal to one-twelfth (1/12th) of the estimated annual real estate taxes for the Property (including all ad valorem real property taxe

Section 3.2 — Insurance Reserve Monthly Deposits (a) Commencing on the first Monthly Reserve Deposit date following the Closing Date and continuing on each Monthly Reserve Deposit date thereafter during the term of this Agreement, Borrower shall deposit into the Insurance Reserve Account an amount equal to one-twelfth (1/12th) of the estimated annual insurance premiums for all insurance coverages required to be maint

Section 3.3 — FF&E Reserve Monthly Deposits (a) Commencing on the first Monthly Reserve Deposit date following the Closing Date and continuing on each Monthly Reserve Deposit date thereafter during the term of this Agreement (subject to the reserve release provisions of Article 5), Borrower shall deposit into the FF&E Reserve Account an amount equal to one-twelfth (1/12th) of the FF&E Annual Reserve Amount (each such

Section 3.4 — Capital Reserve Monthly Deposits (a) Commencing on the first Monthly Reserve Deposit date following the Closing Date and continuing on each Monthly Reserve Deposit date thereafter during the term of this Agreement (subject to the reserve release provisions of Article 5), Borrower shall deposit into the Capital Reserve Account an amount based on the approved Annual Budget (each such deposit, a "Capital R

Section 3.5 — Payment Mechanics (a) All Monthly Reserve Deposits shall be due and payable on the same date as the monthly payments of Debt Service under the Note (each, a "Monthly Reserve Deposit Date"). Each Monthly Reserve Deposit shall be made by wire transfer of immediately available funds to the applicable Reserve Account or to such other account as Lender may designate in writing from time to time. (b) Reserve

Section 3.6 — Adjustments to Monthly Deposits (a) Lender shall have the right to adjust the Monthly Reserve Deposit amounts annually based on updated information, including without limitation revised tax assessments, insurance premium renewals, updated FF&E budgets, and revised capital improvement plans. (b) >

ARTICLE 4: DISBURSEMENTS FROM RESERVE ACCOUNTS

Section 4.1 — Tax Reserve Disbursements (a) Lender shall disburse funds from the Tax Reserve Account upon Borrower's written request (in the form of Exhibit D attached hereto or such other form as the Parties may agree), accompanied by the applicable tax bill or assessment notice, delivered to Lender at least fifteen (15) days prior to the delinquency date for such taxes. (b) (c)

Section 4.2 — Insurance Reserve Disbursements (a) Lender shall disburse funds from the Insurance Reserve Account to the applicable insurance carrier, or to Borrower's insurance broker, Castlegate Risk Advisors LLC (Attention: Monica Iglesias, Senior Vice President), upon Borrower's written request (in the form of Exhibit D or such other form as the Parties may agree), accompanied by premium invoices or renewal notice

Section 4.3 — FF&E Reserve Disbursements (a) Lender shall disburse funds from the FF&E Reserve Account upon Borrower's written request (in the form of Exhibit D or such other form as the Parties may agree), accompanied by the following documentation: (i) Invoices, purchase orders, or contracts for FF&E items; (ii) Evidence that the FF&E expenditure is consistent with the approved Annual Budget or an FF&E replacement

Section 4.4 — Capital Reserve Disbursements (a) Lender shall disburse funds from the Capital Reserve Account upon Borrower's written request (in the form of Exhibit D or such other form as the Parties may agree), accompanied by the following documentation: (i) A reasonably detailed description of the capital improvement project, including scope of work, estimated budget, and anticipated timeline; (ii) Invoices, contr

Section 4.5 — General Disbursement Conditions (a) (b) > (c) >

Section 4.6 — Excess Reserve Balances >

ARTICLE 5: RESERVE RELEASE AND TERMINATION

Section 5.1 — Reserve Release Conditions >

Section 5.2 — Effect of Reserve Release

Section 5.3 — Reinstatement of Reserves (a) If at any time following a reserve release pursuant to Section 5.2, any Reserve Release Condition ceases to be satisfied, Lender may reinstate the Monthly Reserve Deposit requirements under Sections 3.3 and 3.4 by providing prior written notice to Borrower (a "Reinstatement Notice"), specifying the Reserve Release Condition(s) that Lender believes are no longer satisfied. (

Section 5.4 — Termination of Reserve Agreement (a) This Agreement shall terminate upon the earliest to occur of: (i) payment in full of the Loan and all other obligations of Borrower under the Loan Documents; or (ii) the release and discharge of the Mortgage. (b) Upon termination of this Agreement pursuant to Section 5.4(a), all funds remaining in the Reserve Accounts (including all accrued and unpaid interest and in

ARTICLE 6: SECURITY INTEREST AND ACCOUNT CONTROL

Section 6.1 — Grant of Security Interest (a) As additional security for the Loan and all other obligations of Borrower under the Loan Documents, Borrower hereby grants to Lender a first-priority security interest in and to all Reserve Accounts and all funds, investments, and proceeds deposited therein or credited thereto from time to time, including all interest and investment earnings thereon (collectively, the "Res

Section 6.2 — Account Control (a) The Reserve Accounts shall be maintained at an Eligible Account institution . (b) (c)

Section 6.3 — Interest on Reserve Accounts >

Section 6.4 — Commingling Prohibition (a) Lender shall not commingle funds in the Reserve Accounts with Lender's own funds or with the funds of any other person or entity. Each Reserve Account shall be a separate, segregated, identifiable deposit account maintained solely for the purpose set forth herein. (b)

ARTICLE 7: REPRESENTATIONS AND WARRANTIES

Section 7.1 — Borrower's Representations Borrower hereby represents and warrants to Lender as of the Effective Date as follows: (a) Organization and Good Standing. Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida, and has all requisite power and authority to own, lease, and operate the Property and to execute, deliver, and perform it

Section 7.2 — Lender's Representations >

Section 8.1 — Property Maintenance Covenant Borrower shall maintain the Property in good condition, order, and repair, consistent with the standards of a . Borrower shall promptly make all necessary repairs and replacements using commercially reasonable efforts and in compliance with all applicable laws, rules, regulations, and ordinances. >

Section 8.2 — Annual Budget Covenant (a) Borrower shall prepare and submit to Lender a proposed Annual Budget for the Property for each calendar year (including a proposed operating expense budget, a proposed capital expenditure budget, and a proposed FF&E replacement budget), in reasonable detail and in a format consistent with the Uniform System of Accounts for the Lodging Industry, no later than sixty (60) days pr

Section 8.3 — Reporting Covenant >

Section 8.4 — Insurance Covenant >

ARTICLE 9: EVENTS OF DEFAULT AND REMEDIES

Section 9.1 — Events of Default (a) Each of the following shall constitute an "Event of Default" under this Agreement: (i) The occurrence and continuance of an Event of Default under the Loan Agreement (as defined therein); (ii) (iii) The misapplication or diversion by Borrower of funds deposited in any Reserve Account, or the use of Reserve Account funds by Borrower for any purpose other than as expressly permitted

Section 9.2 — Remedies (a) Upon the occurrence and during the continuance of an Event of Default under this Agreement: (i) Lender may suspend all disbursements from the Reserve Accounts ; (ii) and (iii) Lender may exercise all remedies available to Lender under the Loan Agreement, the Mortgage, and applicable law with respect to the Loan, the Property, and the Reserve Accounts. >

ARTICLE 10: MISCELLANEOUS PROVISIONS

Section 10.1 — Notices All notices, requests, demands, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be delivered in accordance with the notice provisions of the Loan Agreement. For purposes of this Agreement, the notice addresses of the Parties are as follows: If to Borrower: Coral Palms Resort Holdings LLC c/o Verimark Hospitality Group Inc. 1

Section 10.2 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Each Party hereby irrevocably submits to the jurisdiction of the federal and state courts sitting in Monroe County, Florida, or Miami-Dade County, Florida, for purposes of any action or proceeding arising out of or relating to this Agree

Section 10.3 — Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. >

Section 10.4 — Amendment and Waiver No amendment, modification, supplement, restatement, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by Borrower and Lender. No waiver of any breach or default under this Agreement shall constitute a waiver of any other or subsequent breach or default. No delay or failure by either Party in exercising any right

Section 10.5 — Entire Agreement This Agreement, together with the Loan Agreement, the Mortgage, and the other Loan Documents, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties with respect thereto. There are no representations, warranties, covenants,

Section 10.6 — Severability If any provision of this Agreement or the application thereof to any person or circumstance shall, for any reason and to any extent, be held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or the application of such provision to other persons or circumstances, and to the maximum extent permitt

Section 10.7 — Counterparts; Electronic Execution This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic transmission (including by email transmission of a PDF copy or by DocuSign or similar electronic signature platform) shall be

Section 10.8 — Conflicts with Loan Agreement >

Section 10.9 — Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO

1. U.S. Government Obligations. Direct obligations of the United States of America, or obligations the timely payment of principal and interest on which are fully and unconditionally guaranteed by the United States of America, in each case with maturities not exceeding ninety (90) days from the date of acquisition.

2. Agency Securities. Obligations of any agency or instrumentality of the United States of America, including without limitation obligations issued or guaranteed by the Harborview Partners LLC ("Freddie Mac"), the Thackeray Holdings ("Fannie Mae"), or the Government National Mortgage Association ("Ginnie Mae"), in each case with maturities not exceeding ninety (90) days from the date of acquisition.

3. Money Market Funds. Shares or units in money market mutual funds that (a) are registered under the Investment Company Act of 1940, as amended, (b) invest exclusively in obligations described in items 1 and 2 above or in repurchase agreements collateralized by such obligations, and (c) are rated "Aaa" by Moody's Investors Service and "AAA" by S&P Global Ratings (or the equivalent rating by any successor rating agen

4. Deposit Accounts and Certificates of Deposit. Interest-bearing deposit accounts or certificates of deposit issued by any Eligible Account institution, in each case with maturities not exceeding ninety (90) days from the date of acquisition and insured by the Federal Deposit Insurance Corporation to the fullest extent available under applicable law.

5. Other Investments. Such other investments as Borrower may propose and Lender may approve in writing, such approval not to be unreasonably withheld, conditioned, or delayed, provided that any such investment shall have (a) a maturity not exceeding ninety (90) days, (b) an investment-grade credit rating from at least one nationally recognized statistical rating organization, and (c) readily determinable market value