Contract analysis

I. PURPOSE AND SCOPE OF MEMORANDUM This memorandum summarizes Calderwood & Harkness LLP's review of the ALTA/NSPS Land Title Survey (the "Survey") of the Coral Palms Grand Resort & Spa (the "Property"), prepared by Landis & Shaw Surveying, Inc. ("Landis & Shaw") and certified by Robert Tran, PLS, a Professional Land Surveyor licensed in the State of Florida. The Survey was received by our office on December 28, 2022.

II. SURVEY IDENTIFICATION AND CERTIFICATION A. Survey Details The Survey was prepared by Landis & Shaw Surveying, Inc., with offices located at 7600 Red Road, Suite 210, South Miami, Florida 33143. Robert Tran, PLS, a Professional Land Surveyor duly licensed in the State of Florida, performed the certification of the Survey. Mr. Tran's Florida license number is LS 7284, and his license is current and in good standing

III. LEGAL DESCRIPTION AND PROPERTY IDENTIFICATION A. Legal Description The Survey depicts the Property as legally described in a metes and bounds description commencing at a point of beginning in Section 27, Township 60 South, Range 39 East, Monroe County, Florida. The legal description on the Survey face references the source of title as that certain Warranty Deed recorded in Official Records Book 2847, Page 1122,

IV. IMPROVEMENTS SHOWN ON SURVEY A. Overview of Improvements The Survey depicts the following improvements on the Property, which are consistent with the Coral Palms Grand Resort & Spa as described in VHG's loan application materials, the appraisal commissioned by PAC, and our own due diligence review: • Main Resort Hotel Building: A multi-story resort hotel containing 342 guest rooms and suites, with a gross buildin

V. BOUNDARY AND ENCROACHMENT ANALYSIS A. Boundary Lines The Survey depicts all boundary lines of the Property with sufficient clarity and precision. The upland boundary lines (north, south, and west) are depicted as straight-line courses with bearings and distances. The eastern (waterfront) boundary is depicted as the mean high water line of the Atlantic Ocean (Florida Bay), which follows an irregular course along th

VI. EASEMENTS, RIGHTS-OF-WAY, AND RESTRICTIONS A. Recorded Easements The Survey depicts multiple recorded easements affecting the Property. We have cross-referenced each depicted easement to the recording information shown on the Survey plat and to the exceptions set forth in Schedule B-II of the Meridian Title commitment. The following is a summary of each recorded easement:

1. FPL Utility Easement (O.R. Book 1987, Page 344) A 10-foot-wide utility easement along the western boundary of the Property in favor of Vireo Group for the installation, operation, maintenance, and replacement of electric utility lines and related facilities. This easement is depicted on the Survey as a shaded strip along the western property line. The easement area does not conflict with any building footprints bu

2. Monroe County Utility Easement — Sanitary Sewer (O.R. Book 2104, Page 877) A 15-foot-wide utility easement in favor of Monroe County for the installation, operation, and maintenance of sanitary sewer lines and related facilities. The easement runs in a generally east-west direction through the southern portion of the Property, connecting to the Monroe County sewer main located within the Overseas Highway right-of-

3. Florida Keys Aqueduct Authority (FKAA) Water Main Easement (O.R. Book 2104, Page 891) A 10-foot-wide utility easement in favor of the Florida Keys Aqueduct Authority for the installation, operation, and maintenance of water mains and related facilities. The easement runs parallel to and approximately 15 feet south of the Monroe County sewer easement through the southern portion of the Property. The Survey depicts

4. Camberwell Enterprises Telecommunications Easement (O.R. Book 2256, Page 1433) A 5-foot-wide easement in favor of Harborline Partners LLC (predecessor to Camberwell Enterprises) for the installation, operation, and maintenance of telecommunications cables and related facilities. The easement runs along the western property boundary, partially overlapping with the FPL easement. The Survey depicts existing undergrou

5. Drainage Easement in favor of South Florida Water Management District (O.R. Book 2310, Page 2205) A 20-foot-wide drainage easement in favor of the South Florida Water Management District ("SFWMD") along the southern boundary of the Property. The easement provides for the maintenance of a stormwater conveyance swale that services both the Property and the adjoining property to the south. The Survey depicts the drai

6. Cross-Access Easement (O.R. Book 2487, Page 1877) A reciprocal cross-access easement between the Property and the adjoining property to the south (Folio No. 00460780-000200), providing for shared vehicular access to Overseas Highway through a common driveway entrance. The Survey depicts the shared driveway at the southern boundary of the Property. The cross-access easement is 30 feet wide and extends from the Over

7. Marina Access Easement (O.R. Book 2612, Page 0344) A non-exclusive easement for pedestrian and vehicular access to the marina facilities, granted by the Borrower in favor of marina slip holders and their guests. This easement runs from the parking structure eastward through the Property to the marina docks. The easement is depicted on the Survey as a hatched pathway approximately 20 feet wide. This easement corres

VII. FLOOD ZONE ANALYSIS A. FEMA Flood Zone Designation The Survey depicts the FEMA flood zone designation(s) applicable to the Property based on the current Flood Insurance Rate Map ("FIRM") for Monroe County, Florida. As set forth on the Survey face, the Property is located within two flood zones: (i) Zone VE (El. 11): The eastern (waterfront) portion of the Property, encompassing the marina, the waterfront dining

VIII. ACCESS A. Legal Access The Survey confirms that the Property has legal access to Overseas Highway (U.S. Route 1), a publicly dedicated and maintained roadway under the jurisdiction of the Florida Department of Transportation. Overseas Highway is the primary (and, for practical purposes, only) vehicular access route through the Florida Keys, and the Property's frontage on this roadway is critical to the resort's

IX. UTILITIES The Survey depicts the following utility connections and utility infrastructure serving the Property, consistent with Table A Items 11(a): Water: The Property is served by the Florida Keys Aqueduct Authority ("FKAA") municipal water supply. The Survey depicts a 6-inch water main connection from the FKAA main within the Overseas Highway right-of-way to the Property, entering through the FKAA water main e

X. PARKING The Survey depicts the 1,200-space parking structure on the western portion of the Property, as well as limited surface parking areas. The parking structure is a multi-level precast concrete structure with approximately 142,000 square feet at ground level and is labeled on the Survey with the notation "1,200 SPACES (APPROX.)." In addition to the parking structure, the Survey depicts the following surface p

XI. CONSISTENCY WITH TITLE COMMITMENT A. Cross-Reference to Schedule B-II Exceptions We have conducted a systematic comparison of each Schedule B-II exception in the Meridian Title commitment (Commitment No. MTI-2022-FL-38741) against the Survey plat. The following table summarizes our findings: Based on our review, all surveyor-plottable exceptions in the Title Commitment appear to be depicted on the Survey or appro

1. The landscape planter encroachment into the FDOT right-of-way (Encroachment No. 2, Section V.B), with a request for affirmative coverage or an encroachment endorsement.

2. The apparent footpath along the northern property boundary (Section VI.B), with a request for affirmative coverage against prescriptive easement claims.

3. The trash enclosure setback issue (Encroachment No. 1, Section V.B), with a request for a zoning endorsement (ALTA 3.1).

4. Confirmation that the SFWMD drainage easement area as depicted on the Survey encompasses the full extent of the drainage swale (Section XI.A above).

5. Confirmation regarding the submerged land lease and its status for purposes of title insurance coverage (Section VIII.B). C. Existing Tidewater National Bank Mortgage The Survey does not depict any matters inconsistent with the existing Tidewater National Bank mortgage recorded in Official Records Book 2892, Page 0445, of the Public Records of Monroe County, Florida. The Existing Mortgage encumbers the same real p

XII. ZONING AND LAND USE NOTATIONS Table A Item 6(a) was selected for inclusion in the Survey, and the Survey face includes the following zoning and land use information: Zoning Classification: MU (Mixed Use) District, Monroe County Land Development Code Land Use Designation: MC (Mixed Use/Commercial), Monroe County Comprehensive Plan Future Land Use Map Current Use: Resort Hotel / Marina (hospitality) Setback Requir

XIII. ENVIRONMENTAL AND PHYSICAL OBSERVATIONS The Survey depicts the following environmental and physical fea