1021-00007 · Verimark Hospitality Group · Existing Loan Payoff

payoff-request-letter.docx DOCUMENT Real Estate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

100 Southeast Second Street, Suite 3800 Miami, Florida 33131 Telephone: (305) 814-7000 Facsimile: (305) 814-7001 www.calderwoodharkness.com

December 28, 2022

VIA ELECTRONIC MAIL AND FEDEX

Mr. Alan Prescott Senior Vice President – Commercial Real Estate Tidewater National Bank, N.A. 600 Waterside Drive Norfolk, Virginia 23510

Re: Payoff Request — First Mortgage Loan dated June 1, 2019 Borrower: Coral Palms Resort Holdings LLC Property: Coral Palms Grand Resort & Spa, 99000 Overseas Highway, Key Largo, Monroe County, Florida 33037 Original Principal Amount: $125,000,000.00 Tidewater National Bank, N.A. Loan (the "Existing Loan")

Dear Mr. Prescott:

I. Introduction and Representation Statement

This firm represents Coral Palms Resort Holdings LLC (the "Borrower"), a Florida limited liability company and wholly owned indirect subsidiary of Verimark Hospitality Group Inc. ("VHG"), a Delaware corporation (Nasdaq: VMRK), in connection with a proposed refinancing of the above-referenced Existing Loan. We write to you in your capacity as Senior Vice President – Commercial Real Estate of Tidewater National Bank, N.A. ("Tidewater" or the "Existing Lender"), the current holder of the Existing Loan.

The Borrower is in the process of securing a new first mortgage loan from Pinnacle Atlantic Capital, LLC (the "Refinancing Lender") in the aggregate principal amount of $160,000,000.00 (the "Refinancing Loan"). The proceeds of the Refinancing Loan will be used, in part, to repay and satisfy in full all obligations of the Borrower under the Existing Loan, including all outstanding principal, accrued and unpaid interest, any applicable prepayment premium, and all other fees, costs, and charges required to effect a complete payoff and discharge of the Existing Loan.

Accordingly, on behalf of the Borrower, we are writing to formally request that Tidewater prepare and deliver a payoff statement and related documentation as more particularly described below. We would appreciate your prompt attention to this request, as the parties to the Refinancing Loan are working toward a closing in late January to mid-February 2023, and timely receipt of the payoff statement is a condition precedent to the closing of the refinancing transaction.

II. Identification of the Existing Loan

For your reference and to facilitate the preparation of the payoff statement, set forth below is a summary of the Existing Loan and related security instruments based on information available to us as of the date of this letter. We respectfully request that Tidewater confirm or correct any of the details below in connection with its preparation of the payoff statement.

Loan Terms:

Security Instruments:

(a) That certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Mortgage") dated as of June 1, 2019, executed by the Borrower in favor of Tidewater, recorded in Official Records Book 2892, Page 0445, of the Public Records of Monroe County, Florida; and

(b) That certain UCC-1 Financing Statement (the "Financing Statement") filed with the Florida Secured Transaction Registry, File No. 202219087643, naming the Borrower as debtor and Tidewater as secured party.

Property:

The real property encumbered by the Mortgage is commonly known as the Coral Palms Grand Resort & Spa, located at 99000 Overseas Highway, Key Largo, Monroe County, Florida 33037, bearing Monroe County Property Appraiser Folio No. 00460780-000100, and legally described as a portion of Section 27, Township 60 South, Range 39 East, Monroe County, Florida, as more particularly described in that certain Warranty Deed recorded in Official Records Book 2847, Page 1122, of the Public Records of Monroe County, Florida (the "Property").

III. Payoff Statement Request

We respectfully request that Tidewater prepare and deliver a written payoff statement (the "Payoff Statement") setting forth all amounts required to be paid by or on behalf of the Borrower in order to satisfy in full all obligations of the Borrower arising under or in connection with the Existing Loan, including, without limitation, all obligations under the Promissory Note, the Loan Agreement, the Mortgage, and all other documents, instruments, and agreements executed in connection with the Existing Loan (collectively, the "Existing Loan Documents"). Specifically, we request that the Payoff Statement include each of the following components:

(a) Outstanding Principal Balance. The outstanding principal balance of the Existing Loan as of the anticipated payoff date, reflecting all scheduled and applied principal payments through such date.

(b) Accrued and Unpaid Interest. All accrued and unpaid interest through and including the anticipated payoff date, calculated at the current applicable interest rate of SOFR + 2.25%, as adjusted pursuant to the terms of the Existing Loan Documents and the Benchmark Replacement Fallback Amendment dated March 15, 2022. To the extent applicable, please specify the SOFR rate used in such calculation and the accrual period.

(c) Per Diem Interest Amount. The per diem interest amount applicable to the Existing Loan, in order to permit adjustment of the payoff amount in the event that the actual payoff date occurs on a date earlier or later than the anticipated payoff date specified in the Payoff Statement.

(d) Prepayment Premium. Any prepayment premium, yield maintenance payment, or similar charge applicable to the prepayment of the Existing Loan. Based on our review of the Existing Loan Documents, we understand that a prepayment premium equal to 1.0% of the then-outstanding principal balance of the Existing Loan applies in the event that the Existing Loan is prepaid in full prior to March 1, 2023. Based on the approximate outstanding principal balance of $118,500,000.00, the estimated prepayment premium (if triggered) would be approximately $1,185,000.00 (i.e., $118,500,000.00 × 1.0%). We further understand that no prepayment premium or penalty is applicable if prepayment occurs on or after March 1, 2023. We request that Tidewater confirm (i) the terms of any applicable prepayment premium, (ii) the precise amount of such premium based on the actual outstanding principal balance at the time of payoff, and (iii) the date on or after which no prepayment premium is required. The Borrower will take the applicable prepayment premium, if any, into consideration in determining the target closing date for the Refinancing Loan.

(e) Late Charges, Default Interest, and Penalties. Any late charges, default interest, or other penalties that may be due and owing under the Existing Loan Documents. It is the Borrower's understanding that no late charges, default interest, or other penalties are currently applicable, as the Borrower is current on all payment obligations under the Existing Loan and no event of default exists under the Existing Loan Documents. We request that Tidewater confirm that no such amounts are outstanding.

(f) Escrow Balances and Reserves. A statement of all escrow balances, reserve accounts, or impound accounts currently held by Tidewater on behalf of the Borrower, including, without limitation, balances held for real estate taxes, insurance premiums, replacement reserves, furniture, fixtures and equipment reserves, and any other reserves or deposits required under the Existing Loan Documents. We request a description of the procedure by which such balances will be refunded to the Borrower or applied upon payoff of the Existing Loan, including the expected timing of any such refund.

(g) Other Fees, Costs, and Charges. Any and all other fees, costs, or charges of any nature whatsoever that are required to be paid in order to satisfy the Existing Loan in full and obtain a release and discharge of all liens and encumbrances securing the Existing Loan, including, without limitation, any administrative fees, processing fees, recording fees, or other charges assessed by Tidewater in connection with the preparation of the Payoff Statement, the preparation and delivery of satisfaction or release documents, or the filing of UCC termination statements.

We request that the Payoff Statement be effective ("good through") for a period of at least thirty (30) days from the date of its issuance, with per diem interest figures provided to permit extension of the payoff beyond such good-through date if necessary. As noted above, the anticipated closing of the Refinancing Loan is currently targeted for approximately late January to mid-February 2023, subject to the satisfaction of certain conditions precedent by the parties to the Refinancing Loan. Given the inherent uncertainty in the precise closing date, we respectfully request flexibility in the good-through date so as to accommodate reasonable scheduling adjustments without requiring reissuance of the Payoff Statement.

IV. Request for Satisfaction and Discharge Documents

Upon receipt by Tidewater of the full payoff amount set forth in the Payoff Statement, we request that Tidewater promptly prepare, execute, and deliver the following documents:

(a) Satisfaction of Mortgage. A fully executed Satisfaction of Mortgage (or, alternatively, a Release or Discharge of Mortgage, as applicable under Tidewater's standard form) in recordable form, suitable for recording in the Official Records of Monroe County, Florida, confirming the full payment and satisfaction of the Existing Loan and the release and discharge of the Mortgage recorded in Official Records Book 2892, Page 0445, of the Public Records of Monroe County, Florida. The Satisfaction of Mortgage should be in form and substance reasonably acceptable to the Refinancing Lender and the title insurance underwriter for the Refinancing Loan, and should include all acknowledgments, notarizations, and other formalities required for recording in the State of Florida.

(b) Original Promissory Note Marked "Paid in Full." The original Promissory Note evidencing the Existing Loan, marked "PAID IN FULL" and endorsed or cancelled, returned to the Borrower or its counsel. In the event that the original Promissory Note is not available or cannot be located, we request that Tidewater execute and deliver a Lost Note Affidavit in recordable form, in form and substance reasonably acceptable to the Refinancing Lender and the title insurance underwriter, affirming the payment in full and discharge of all obligations under the Promissory Note.

(c) Assignment or Consent Regarding Title Insurance. To the extent required by the Refinancing Lender or the title insurance underwriter, an assignment of any existing lender's title insurance policy, or alternatively a written consent to the assignment of such policy, in connection with the issuance of a new lender's title insurance policy for the Refinancing Loan. We will coordinate with the Refinancing Lender and the title company to determine whether such an assignment or consent is required, and we will advise you accordingly.

We request that all of the foregoing documents be delivered to the undersigned at the address set forth below within five (5) business days following Tidewater's receipt of the full payoff amount.

V. Request for UCC-3 Termination Statement

In addition to the release of the Mortgage as described above, we request that Tidewater prepare and file, or authorize the Borrower or its counsel to file, a UCC-3 Financing Statement Amendment (Termination) (the "UCC-3 Termination Statement") with the Florida Secured Transaction Registry, terminating the UCC-1 Financing Statement bearing File No. 202219087643 filed by Tidewater as secured party against the Borrower as debtor. Such UCC-3 Termination Statement should be filed promptly upon Tidewater's receipt of the full payoff amount.

If Tidewater prefers to file the UCC-3 Termination Statement directly with the Florida Secured Transaction Registry, we request that Tidewater provide to the undersigned a copy of the filed UCC-3 Termination Statement, together with confirmation of filing from the Florida Secured Transaction Registry, promptly following such filing.

Alternatively, if Tidewater is willing to authorize the Borrower or its counsel to file the UCC-3 Termination Statement on Tidewater's behalf, we request that Tidewater provide a signed authorization letter, in form and substance reasonably acceptable to both parties, granting such authority. Please advise as to Tidewater's preference at your earliest convenience so that we may coordinate the filing accordingly.

VI. Wire Transfer Instructions

We request that the Payoff Statement include complete wire transfer instructions for the remittance of the payoff amount, including, without limitation, the following:

• ABA routing number

• Beneficiary account number

• Beneficiary account name

• Reference or memo line information (including loan number or other identifying reference)

• Any intermediary bank information, if applicable

The payoff amount will be remitted by federal funds wire transfer from the escrow account maintained at Meridian Title & Escrow, Inc. (Lisa Portman, Title Officer), located at 9100 South Dadeland Boulevard, Suite 1500, Miami, Florida 33156, simultaneously with the closing and funding of the Refinancing Loan. We anticipate that the wire transfer will be initiated on the date of closing of the Refinancing Loan, with same-day settlement. Please confirm that the wire transfer instructions provided in the Payoff Statement will remain valid through the anticipated payoff date and advise if any special procedures or advance notification are required for the receipt of the payoff wire.

VII. Notice and Consent Provisions

We request Tidewater's confirmation as to whether any prior written notice of prepayment is required under the Existing Loan Documents, and if so, the required notice period, form of such notice, and any conditions or procedures that must be satisfied in order for such notice to be effective.

To the extent that this letter serves as or constitutes such notice, the Borrower hereby provides formal notice of its intent to prepay the Existing Loan in full in connection with the closing of the Refinancing Loan, with the anticipated payoff date to be confirmed upon finalization of the closing date for the Refinancing Loan. We will supplement this notice with a specific payoff date upon confirmation of the Refinancing Loan closing schedule.

Additionally, we request confirmation from Tidewater that no consent of Tidewater is required under the Existing Loan Documents for the Borrower to refinance the Existing Loan or to obtain the Refinancing Loan, or, if any such consent is required, that Tidewater will provide such consent in a timely manner. To the Borrower's knowledge, the Existing Loan Documents do not contain any provision requiring Tidewater's consent to a refinancing, but we wish to confirm this understanding and avoid any delay in connection with the closing.

VIII. Delivery Instructions and Contact Information

We request that the Payoff Statement and all related documents be delivered to the following:

Primary Delivery:

Calderwood & Harkness LLP 100 Southeast Second Street, Suite 3800 Miami, Florida 33131

Attention: Grace Nakamura, Esq.

Telephone: (305) 814-7244

Email: gnakamura@calderwoodharkness.com

With a copy to:

Verimark Hospitality Group Inc. 1400 Bayshore Boulevard, Suite 2200 Miami, Florida 33131

Attention: Derek Huang, SVP – Capital Markets & Treasury

Telephone: (305) 922-6100

Email: dhuang@verimark.com

Delivery may be made by electronic mail (with hard copies to follow by overnight courier or hand delivery). We request delivery of the Payoff Statement at the earliest practicable date, and in any event within ten (10) business days of the date of this letter.

IX. Reservation of Rights

Please be advised that this request for a payoff statement, and any prepayment of the Existing Loan made in connection with the Refinancing Loan, are being made without waiver of any rights, claims, or defenses of the Borrower, VHG, or any of their respective affiliates, under the Existing Loan Documents, at law, or in equity. VHG and the Borrower expressly reserve all rights under the Existing Loan Documents pending completion of the refinancing, including, without limitation, any rights with respect to escrow balances, reserve accounts, or other amounts held by Tidewater. Nothing in this letter shall be deemed to constitute an admission of any obligation or liability beyond what is expressly provided for in the Existing Loan Documents.

X. Contact and Closing

If Tidewater has any questions regarding this request or requires any additional information, authorization, or documentation from the Borrower, please do not hesitate to contact the undersigned at the telephone number or email address set forth below, or Grace Nakamura at the contact information provided above. We are happy to facilitate any coordination necessary to ensure the prompt preparation and delivery of the Payoff Statement and related documents.

We appreciate your prompt attention to this matter and look forward to working with you and your team to ensure a smooth payoff and discharge of the Existing Loan. Thank you in advance for your cooperation.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Fairchild Partner

100 Southeast Second Street, Suite 3800 Miami, Florida 33131 Telephone: (305) 814-7188

Email: dfairchild@calderwoodharkness.com

cc: (via electronic mail)

Conrad W. Elliston, Chairman & CEO, Verimark Hospitality Group Inc. Natasha Ricard, Chief Financial Officer, Verimark Hospitality Group Inc. Derek Huang, SVP – Capital Markets & Treasury, Verimark Hospitality Group Inc. Angela Fontaine, Partner, Calderwood & Harkness LLP Grace Nakamura, Associate, Calderwood & Harkness LLP Rafael Dominguez, Associate, Calderwood & Harkness LLP

Enclosures: None. The Borrower will provide such additional documentation or authorization as Tidewater may reasonably request in connection with the foregoing.

Matter: Verimark Hospitality Group Inc. — Coral Palms Resort Refinancing	Client Matter No. 1021-00007
Item	Detail
Lender	Tidewater National Bank, N.A.
Borrower	Coral Palms Resort Holdings LLC
Original Principal Amount	$125,000,000.00
Origination Date	June 1, 2019
Maturity Date	June 1, 2024 (five-year term)
Current Interest Rate	SOFR + 2.25% (converted from LIBOR pursuant to the LIBOR Transition / Benchmark Replacement Fallback Amendment to Loan Agreement dated March 15, 2022)
Amortization	Interest-only for Loan Years 1 through 3 (June 1, 2019 through May 31, 2022); 30-year amortization schedule for Loan Years 4 and 5 (commencing June 1, 2022)
Approximate Outstanding Principal Balance	$118,500,000.00 (as of approximately October 15, 2022, per the Borrower's records)

CALDERWOOD & HARKNESS LLP Attorneys at Law
100 Southeast Second Street, Suite 3800 Miami, Florida 33131 Telephone: (305) 814-7000 Facsimile: (305) 814-7001 www.calderwoodharkness.com
December 28, 2022
VIA ELECTRONIC MAIL AND FEDEX
Mr. Alan Prescott Senior Vice President – Commercial Real Estate Tidewater National Bank, N.A. 600 Waterside Drive Norfolk, Virginia 23510
Re: Payoff Request — First Mortgage Loan dated June 1, 2019 Borrower: Coral Palms Resort Holdings LLC Property: Coral Palms Grand Resort & Spa, 99000 Overseas Highway, Key Largo, Monroe County, Florida 33037 Original Principal Amount: $125,000,000.00 Tidewater National Bank, N.A. Loan (the "Existing Loan")
Dear Mr. Prescott:
I. Introduction and Representation Statement
This firm represents Coral Palms Resort Holdings LLC (the "Borrower"), a Florida limited liability company and wholly owned indirect subsidiary of Verimark Hospitality Group Inc. ("VHG"), a Delaware corporation (Nasdaq: VMRK), in connection with a proposed refinancing of the above-referenced Existing Loan. We write to you in your capacity as Senior Vice President – Commercial Real Estate of Tidewater National Bank, N.A. ("Tidewater" or the "Existing Lender"), the current holder of the Existing Loan.
The Borrower is in the process of securing a new first mortgage loan from Pinnacle Atlantic Capital, LLC (the "Refinancing Lender") in the aggregate principal amount of $160,000,000.00 (the "Refinancing Loan"). The proceeds of the Refinancing Loan will be used, in part, to repay and satisfy in full all obligations of the Borrower under the Existing Loan, including all outstanding principal, accrued and unpaid interest, any applicable prepayment premium, and all other fees, costs, and charges required to effect a complete payoff and discharge of the Existing Loan.
Accordingly, on behalf of the Borrower, we are writing to formally request that Tidewater prepare and deliver a payoff statement and related documentation as more particularly described below. We would appreciate your prompt attention to this request, as the parties to the Refinancing Loan are working toward a closing in late January to mid-February 2023, and timely receipt of the payoff statement is a condition precedent to the closing of the refinancing transaction.
II. Identification of the Existing Loan
For your reference and to facilitate the preparation of the payoff statement, set forth below is a summary of the Existing Loan and related security instruments based on information available to us as of the date of this letter. We respectfully request that Tidewater confirm or correct any of the details below in connection with its preparation of the payoff statement.
Loan Terms:
Security Instruments:
(a) That certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Mortgage") dated as of June 1, 2019, executed by the Borrower in favor of Tidewater, recorded in Official Records Book 2892, Page 0445, of the Public Records of Monroe County, Florida; and
(b) That certain UCC-1 Financing Statement (the "Financing Statement") filed with the Florida Secured Transaction Registry, File No. 202219087643, naming the Borrower as debtor and Tidewater as secured party.
Property:
The real property encumbered by the Mortgage is commonly known as the Coral Palms Grand Resort & Spa, located at 99000 Overseas Highway, Key Largo, Monroe County, Florida 33037, bearing Monroe County Property Appraiser Folio No. 00460780-000100, and legally described as a portion of Section 27, Township 60 South, Range 39 East, Monroe County, Florida, as more particularly described in that certain Warranty Deed recorded in Official Records Book 2847, Page 1122, of the Public Records of Monroe County, Florida (the "Property").
III. Payoff Statement Request
We respectfully request that Tidewater prepare and deliver a written payoff statement (the "Payoff Statement") setting forth all amounts required to be paid by or on behalf of the Borrower in order to satisfy in full all obligations of the Borrower arising under or in connection with the Existing Loan, including, without limitation, all obligations under the Promissory Note, the Loan Agreement, the Mortgage, and all other documents, instruments, and agreements executed in connection with the Existing Loan (collectively, the "Existing Loan Documents"). Specifically, we request that the Payoff Statement include each of the following components:
(a) Outstanding Principal Balance. The outstanding principal balance of the Existing Loan as of the anticipated payoff date, reflecting all scheduled and applied principal payments through such date.
(b) Accrued and Unpaid Interest. All accrued and unpaid interest through and including the anticipated payoff date, calculated at the current applicable interest rate of SOFR + 2.25%, as adjusted pursuant to the terms of the Existing Loan Documents and the Benchmark Replacement Fallback Amendment dated March 15, 2022. To the extent applicable, please specify the SOFR rate used in such calculation and the accrual period.
(c) Per Diem Interest Amount. The per diem interest amount applicable to the Existing Loan, in order to permit adjustment of the payoff amount in the event that the actual payoff date occurs on a date earlier or later than the anticipated payoff date specified in the Payoff Statement.
(d) Prepayment Premium. Any prepayment premium, yield maintenance payment, or similar charge applicable to the prepayment of the Existing Loan. Based on our review of the Existing Loan Documents, we understand that a prepayment premium equal to 1.0% of the then-outstanding principal balance of the Existing Loan applies in the event that the Existing Loan is prepaid in full prior to March 1, 2023. Based on the approximate outstanding principal balance of $118,500,000.00, the estimated prepayment premium (if triggered) would be approximately $1,185,000.00 (i.e., $118,500,000.00 × 1.0%). We further understand that no prepayment premium or penalty is applicable if prepayment occurs on or after March 1, 2023. We request that Tidewater confirm (i) the terms of any applicable prepayment premium, (ii) the precise amount of such premium based on the actual outstanding principal balance at the time of payoff, and (iii) the date on or after which no prepayment premium is required. The Borrower will take the applicable prepayment premium, if any, into consideration in determining the target closing date for the Refinancing Loan.
(e) Late Charges, Default Interest, and Penalties. Any late charges, default interest, or other penalties that may be due and owing under the Existing Loan Documents. It is the Borrower's understanding that no late charges, default interest, or other penalties are currently applicable, as the Borrower is current on all payment obligations under the Existing Loan and no event of default exists under the Existing Loan Documents. We request that Tidewater confirm that no such amounts are outstanding.
(f) Escrow Balances and Reserves. A statement of all escrow balances, reserve accounts, or impound accounts currently held by Tidewater on behalf of the Borrower, including, without limitation, balances held for real estate taxes, insurance premiums, replacement reserves, furniture, fixtures and equipment reserves, and any other reserves or deposits required under the Existing Loan Documents. We request a description of the procedure by which such balances will be refunded to the Borrower or applied upon payoff of the Existing Loan, including the expected timing of any such refund.
(g) Other Fees, Costs, and Charges. Any and all other fees, costs, or charges of any nature whatsoever that are required to be paid in order to satisfy the Existing Loan in full and obtain a release and discharge of all liens and encumbrances securing the Existing Loan, including, without limitation, any administrative fees, processing fees, recording fees, or other charges assessed by Tidewater in connection with the preparation of the Payoff Statement, the preparation and delivery of satisfaction or release documents, or the filing of UCC termination statements.
We request that the Payoff Statement be effective ("good through") for a period of at least thirty (30) days from the date of its issuance, with per diem interest figures provided to permit extension of the payoff beyond such good-through date if necessary. As noted above, the anticipated closing of the Refinancing Loan is currently targeted for approximately late January to mid-February 2023, subject to the satisfaction of certain conditions precedent by the parties to the Refinancing Loan. Given the inherent uncertainty in the precise closing date, we respectfully request flexibility in the good-through date so as to accommodate reasonable scheduling adjustments without requiring reissuance of the Payoff Statement.
IV. Request for Satisfaction and Discharge Documents
Upon receipt by Tidewater of the full payoff amount set forth in the Payoff Statement, we request that Tidewater promptly prepare, execute, and deliver the following documents:
(a) Satisfaction of Mortgage. A fully executed Satisfaction of Mortgage (or, alternatively, a Release or Discharge of Mortgage, as applicable under Tidewater's standard form) in recordable form, suitable for recording in the Official Records of Monroe County, Florida, confirming the full payment and satisfaction of the Existing Loan and the release and discharge of the Mortgage recorded in Official Records Book 2892, Page 0445, of the Public Records of Monroe County, Florida. The Satisfaction of Mortgage should be in form and substance reasonably acceptable to the Refinancing Lender and the title insurance underwriter for the Refinancing Loan, and should include all acknowledgments, notarizations, and other formalities required for recording in the State of Florida.
(b) Original Promissory Note Marked "Paid in Full." The original Promissory Note evidencing the Existing Loan, marked "PAID IN FULL" and endorsed or cancelled, returned to the Borrower or its counsel. In the event that the original Promissory Note is not available or cannot be located, we request that Tidewater execute and deliver a Lost Note Affidavit in recordable form, in form and substance reasonably acceptable to the Refinancing Lender and the title insurance underwriter, affirming the payment in full and discharge of all obligations under the Promissory Note.
(c) Assignment or Consent Regarding Title Insurance. To the extent required by the Refinancing Lender or the title insurance underwriter, an assignment of any existing lender's title insurance policy, or alternatively a written consent to the assignment of such policy, in connection with the issuance of a new lender's title insurance policy for the Refinancing Loan. We will coordinate with the Refinancing Lender and the title company to determine whether such an assignment or consent is required, and we will advise you accordingly.
We request that all of the foregoing documents be delivered to the undersigned at the address set forth below within five (5) business days following Tidewater's receipt of the full payoff amount.
V. Request for UCC-3 Termination Statement
In addition to the release of the Mortgage as described above, we request that Tidewater prepare and file, or authorize the Borrower or its counsel to file, a UCC-3 Financing Statement Amendment (Termination) (the "UCC-3 Termination Statement") with the Florida Secured Transaction Registry, terminating the UCC-1 Financing Statement bearing File No. 202219087643 filed by Tidewater as secured party against the Borrower as debtor. Such UCC-3 Termination Statement should be filed promptly upon Tidewater's receipt of the full payoff amount.
If Tidewater prefers to file the UCC-3 Termination Statement directly with the Florida Secured Transaction Registry, we request that Tidewater provide to the undersigned a copy of the filed UCC-3 Termination Statement, together with confirmation of filing from the Florida Secured Transaction Registry, promptly following such filing.
Alternatively, if Tidewater is willing to authorize the Borrower or its counsel to file the UCC-3 Termination Statement on Tidewater's behalf, we request that Tidewater provide a signed authorization letter, in form and substance reasonably acceptable to both parties, granting such authority. Please advise as to Tidewater's preference at your earliest convenience so that we may coordinate the filing accordingly.
VI. Wire Transfer Instructions
We request that the Payoff Statement include complete wire transfer instructions for the remittance of the payoff amount, including, without limitation, the following:
• ABA routing number
• Beneficiary account number
• Beneficiary account name
• Reference or memo line information (including loan number or other identifying reference)
• Any intermediary bank information, if applicable
The payoff amount will be remitted by federal funds wire transfer from the escrow account maintained at Meridian Title & Escrow, Inc. (Lisa Portman, Title Officer), located at 9100 South Dadeland Boulevard, Suite 1500, Miami, Florida 33156, simultaneously with the closing and funding of the Refinancing Loan. We anticipate that the wire transfer will be initiated on the date of closing of the Refinancing Loan, with same-day settlement. Please confirm that the wire transfer instructions provided in the Payoff Statement will remain valid through the anticipated payoff date and advise if any special procedures or advance notification are required for the receipt of the payoff wire.
VII. Notice and Consent Provisions
We request Tidewater's confirmation as to whether any prior written notice of prepayment is required under the Existing Loan Documents, and if so, the required notice period, form of such notice, and any conditions or procedures that must be satisfied in order for such notice to be effective.
To the extent that this letter serves as or constitutes such notice, the Borrower hereby provides formal notice of its intent to prepay the Existing Loan in full in connection with the closing of the Refinancing Loan, with the anticipated payoff date to be confirmed upon finalization of the closing date for the Refinancing Loan. We will supplement this notice with a specific payoff date upon confirmation of the Refinancing Loan closing schedule.
Additionally, we request confirmation from Tidewater that no consent of Tidewater is required under the Existing Loan Documents for the Borrower to refinance the Existing Loan or to obtain the Refinancing Loan, or, if any such consent is required, that Tidewater will provide such consent in a timely manner. To the Borrower's knowledge, the Existing Loan Documents do not contain any provision requiring Tidewater's consent to a refinancing, but we wish to confirm this understanding and avoid any delay in connection with the closing.
VIII. Delivery Instructions and Contact Information
We request that the Payoff Statement and all related documents be delivered to the following:
Primary Delivery:
Calderwood & Harkness LLP 100 Southeast Second Street, Suite 3800 Miami, Florida 33131
Attention: Grace Nakamura, Esq.
Telephone: (305) 814-7244
Email: gnakamura@calderwoodharkness.com
With a copy to:
Verimark Hospitality Group Inc. 1400 Bayshore Boulevard, Suite 2200 Miami, Florida 33131
Attention: Derek Huang, SVP – Capital Markets & Treasury
Telephone: (305) 922-6100
Email: dhuang@verimark.com
Delivery may be made by electronic mail (with hard copies to follow by overnight courier or hand delivery). We request delivery of the Payoff Statement at the earliest practicable date, and in any event within ten (10) business days of the date of this letter.
IX. Reservation of Rights
Please be advised that this request for a payoff statement, and any prepayment of the Existing Loan made in connection with the Refinancing Loan, are being made without waiver of any rights, claims, or defenses of the Borrower, VHG, or any of their respective affiliates, under the Existing Loan Documents, at law, or in equity. VHG and the Borrower expressly reserve all rights under the Existing Loan Documents pending completion of the refinancing, including, without limitation, any rights with respect to escrow balances, reserve accounts, or other amounts held by Tidewater. Nothing in this letter shall be deemed to constitute an admission of any obligation or liability beyond what is expressly provided for in the Existing Loan Documents.
X. Contact and Closing
If Tidewater has any questions regarding this request or requires any additional information, authorization, or documentation from the Borrower, please do not hesitate to contact the undersigned at the telephone number or email address set forth below, or Grace Nakamura at the contact information provided above. We are happy to facilitate any coordination necessary to ensure the prompt preparation and delivery of the Payoff Statement and related documents.
We appreciate your prompt attention to this matter and look forward to working with you and your team to ensure a smooth payoff and discharge of the Existing Loan. Thank you in advance for your cooperation.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Fairchild Partner
100 Southeast Second Street, Suite 3800 Miami, Florida 33131 Telephone: (305) 814-7188
Email: dfairchild@calderwoodharkness.com
cc: (via electronic mail)
Conrad W. Elliston, Chairman & CEO, Verimark Hospitality Group Inc. Natasha Ricard, Chief Financial Officer, Verimark Hospitality Group Inc. Derek Huang, SVP – Capital Markets & Treasury, Verimark Hospitality Group Inc. Angela Fontaine, Partner, Calderwood & Harkness LLP Grace Nakamura, Associate, Calderwood & Harkness LLP Rafael Dominguez, Associate, Calderwood & Harkness LLP
Enclosures: None. The Borrower will provide such additional documentation or authorization as Tidewater may reasonably request in connection with the foregoing.
Matter: Verimark Hospitality Group Inc. — Coral Palms Resort Refinancing | Client Matter No. 1021-00007
Item | Detail
Lender | Tidewater National Bank, N.A.
Borrower | Coral Palms Resort Holdings LLC
Original Principal Amount | $125,000,000.00
Origination Date | June 1, 2019
Maturity Date | June 1, 2024 (five-year term)
Current Interest Rate | SOFR + 2.25% (converted from LIBOR pursuant to the LIBOR Transition / Benchmark Replacement Fallback Amendment to Loan Agreement dated March 15, 2022)
Amortization | Interest-only for Loan Years 1 through 3 (June 1, 2019 through May 31, 2022); 30-year amortization schedule for Loan Years 4 and 5 (commencing June 1, 2022)
Approximate Outstanding Principal Balance | $118,500,000.00 (as of approximately October 15, 2022, per the Borrower's records)

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