MEMORANDUM

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Angela Fontaine, Responsible Partner, Real Estate Practice Group, Calderwood & Harkness LLP Veronica Suárez-Pellegrino, General Counsel, Pellegrino Capital Group LLC
FROM: Rafael Dominguez, Lead Associate, Real Estate Practice Group, Calderwood & Harkness LLP Cynthia Ho, Working Associate, Real Estate Practice Group, Calderwood & Harkness LLP
DATE: July 28, 2025
RE: Title Commitment Review — The Marisol Hotel, 455 South Ocean Boulevard, Delray Beach, FL 33483; Palm Beach County Parcel ID: 12-43-46-27-01-005-0010
MATTER NO.: 40225.00001
TRANSACTION: Acquisition of The Marisol Hotel by PCG Delray Hotel LLC from Saltaire Hospitality Holdings LLC — Purchase Price: $35,000,000.00
TITLE COMMITMENT NO.: PTX-2025-0714892
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I. PURPOSE AND EXECUTIVE SUMMARY
A. Purpose of This Memorandum
This memorandum sets forth our analysis and review of the title commitment (Commitment No. PTX-2025-0714892) issued by Palmetto Title & Escrow Company, located at 200 Clematis Street, Suite 400, West Palm Beach, Florida 33401 (the "Title Agent" or "Palmetto Title"), with Commonwealth Southern Title Insurance Company, a Georgia-domiciled title insurance company (the "Underwriter" or "CSTIC"), acting as underwriter, in connection with the proposed acquisition by PCG Delray Hotel LLC, a to-be-formed Florida single-member limited liability company whose sole member is Pellegrino Capital Group LLC (collectively, the "Buyer"), of the real property and improvements constituting The Marisol Hotel, located at 455 South Ocean Boulevard, Delray Beach, Florida 33483 (the "Property"), from Saltaire Hospitality Holdings LLC, a Delaware limited liability company registered to do business in Florida (the "Seller"). The title officer assigned to this transaction is Denise Lafleur of Palmetto Title.
This memorandum has been prepared at the request of Angela Fontaine, Responsible Partner, and Veronica Suárez-Pellegrino, General Counsel of Pellegrino Capital Group LLC, in order to identify all matters disclosed by the title commitment that may affect the Buyer's acquisition of insurable fee-simple title to the Property, and to provide recommendations regarding (a) which exceptions to title are acceptable as "Permitted Exceptions" under the Purchase and Sale Agreement dated July 7, 2025, by and between Seller and Buyer (the "PSA"), (b) which exceptions constitute title defects or objectionable exceptions requiring cure or satisfaction by Seller prior to or at closing, and (c) endorsements and additional title insurance coverages that should be requested for both the ALTA Owner's Policy and the ALTA Loan Policy to be issued simultaneously at closing.
B. Executive Summary of Findings
We have reviewed the title commitment in its entirety, including all Schedule A items, Schedule B-I requirements, and Schedule B-II exceptions from coverage. Our principal findings are summarized as follows:
Schedule B-II Exceptions. The commitment identifies five (5) specific exceptions to title listed in Schedule B-II, in addition to the standard pre-printed exceptions that are customary in commitments issued in the State of Florida. Our analysis of these exceptions yields the following classifications:
Permitted Exceptions (Acceptable — No Objection Required):
1.  Exception No. 2 — Beach Access Easement, City of Delray Beach (OR Book 31245, Page 1822): A governmental easement for public pedestrian beach access along the eastern boundary of the Property, typical for oceanfront parcels in Delray Beach, which does not encumber any building footprint, parking area, or other improvement, and is consistent with the Property's use as an oceanfront boutique hotel.
2.  Exception No. 3 — FPL Utility Easement (OR Book 22017, Page 934): A standard 10-foot utility easement along the western boundary of the Property in favor of Vireo Group for the installation, maintenance, and operation of electrical utility facilities. The easement does not encumber any building footprint and is necessary for continued utility service.
3.  Exception No. 4 — CC&R Declaration (OR Book 18904, Page 455): A Declaration of Covenants, Conditions, and Restrictions recorded by the original developer of the Property, restricting the use of the Property to hotel and resort purposes, which is fully consistent with the Property's current use, the applicable zoning designation, and Buyer's intended continued operation as a boutique hotel.
Objectionable Exceptions (Require Cure or Satisfaction):
4.  Exception No. 1 — Seaview National Lending Corp. Mortgage Lien: An existing first-mortgage lien securing an original principal indebtedness of $16,800,000.00, with a current approximate payoff balance of $14,350,000.00. This monetary lien must be satisfied and released of record at or prior to closing from Seller's proceeds, as Seller is obligated under the PSA to deliver title free and clear of all monetary liens and encumbrances.
5.  Exception No. 5 — Standard/General Title Exceptions: The standard pre-printed Schedule B exceptions relating to parties in possession, survey matters, unrecorded easements, mechanic's liens, and taxes/assessments. These exceptions can and should be deleted or modified through the provision of an ALTA/NSPS survey, a Seller's affidavit, and evidence of tax payment. Deletion of these standard exceptions is a customary request in transactions of this nature and size.
Survey-Related Matters. One additional survey-related matter remains to be confirmed upon receipt of the final ALTA/NSPS Land Title Survey from Crestline Surveying & Mapping, Inc. (principal surveyor: George Tavares, PSM). The survey has been ordered but has not yet been received as of the date of this memorandum. Upon receipt, we will need to (a) compare the survey legal description to the commitment legal description, (b) verify the locations and dimensions of all easements, (c) confirm the absence of encroachments or setback violations, and (d) provide the survey to Palmetto Title for deletion of the survey-related standard exceptions.
Title Objection Deadline. Pursuant to Section 8.2(b) of the PSA, the Buyer's title objection letter must be delivered to Seller's counsel, Patricia Blaine of Hargrove, Kessler & Blaine LLP, located at 515 North Flagler Drive, Suite 800, West Palm Beach, Florida 33401, on or before August 7, 2025 — which is the thirtieth (30th) day following the PSA execution date of July 7, 2025. Seller thereafter has a fifteen (15)-day cure period, expiring August 22, 2025, within which to cure or agree to cure any title objections raised by Buyer.
Endorsement Recommendations. We recommend requesting specific endorsements for both the ALTA Owner's Policy (coverage amount: $35,000,000.00) and the ALTA Loan Policy (coverage amount: $24,500,000.00, simultaneous issue) from Commonwealth Southern Title Insurance Company, as detailed in Section VII of this memorandum. The Loan Policy endorsements should be coordinated with Jonathan Ng at Braddock Reeves LLP, counsel to Meridian Coast Bank, N.A., the acquisition lender.
Overall Assessment. Based on our review, the title to the Property is insurable, subject to satisfaction of the Schedule B-I requirements and cure of the two objectionable exceptions identified above. The three Permitted Exceptions are consistent with the Property's current and intended use as an oceanfront boutique hotel and do not materially impair the value, utility, or marketability of the Property. We recommend prompt delivery of the title objection letter and continued coordination with the surveyor, title agent, and lender's counsel to ensure all requirements are satisfied in advance of the September 15, 2025 closing date.
II. TRANSACTION OVERVIEW
A. The Buyer
The purchaser of the Property is PCG Delray Hotel LLC, a Florida limited liability company that is to be formed prior to closing (the "Buyer"). Upon formation, the Buyer will be a single-member limited liability company whose sole member is Pellegrino Capital Group LLC ("PCG"), a Florida limited liability company with its principal offices located at 2400 Ponce de Leon Boulevard, Suite 1100, Coral Gables, Florida 33134. PCG is a private investment firm focused on hospitality, mixed-use, and multifamily real estate assets throughout the southeastern United States and the Caribbean.
The managing principal of PCG is Marco A. Pellegrino, who holds a seventy-eight percent (78%) membership interest in PCG. The remaining twenty-two percent (22%) membership interest is held by the Pellegrino Family Irrevocable Trust, established in 2014 (the "Family Trust"). The managing trustee of the Family Trust and its beneficial interests are set forth in trust documentation that has been provided to Calderwood & Harkness LLP as part of the entity-level diligence for this transaction.
As of the date of this memorandum, PCG Delray Hotel LLC has not yet been formed with the Florida Division of Corporations. The articles of organization, operating agreement, and employer identification number (EIN) application are in preparation. Pellegrino Capital Group LLC will execute the operating agreement as sole member and will provide the requisite authorization resolutions for the acquisition and financing transactions. The title commitment will need to be updated to reflect the exact legal name of the Buyer entity and its EIN upon formation.
B. The Seller
The owner and seller of the Property is Saltaire Hospitality Holdings LLC (the "Seller"), a Delaware limited liability company formed under the Delaware Limited Liability Company Act and registered to do business in the State of Florida as a foreign limited liability company. Seller's principal office is located at 777 South Flagler Drive, Suite 600, West Palm Beach, Florida 33401, and its Delaware registered agent is Pemberton Industries, 1209 Orange Street, Wilmington, Delaware 19801.
Saltaire Hospitality Holdings LLC was co-founded by Nathaniel "Nate" Whitford, who serves as Managing Member and holds a sixty percent (60%) membership interest, and Elaine Chastain-Park, who serves as Member and holds the remaining forty percent (40%) membership interest. Saltaire Hospitality Holdings LLC is the owner-operator entity for the Property and was established as a special-purpose vehicle within the broader Saltaire hospitality platform.
The Seller is disposing of the Property because Saltaire Opportunity Fund I LLC — the investment fund through which the Property was originally acquired — has reached the end of its designated investment period and is in the process of winding down its portfolio. The disposition of The Marisol Hotel is part of an orderly liquidation of Fund I assets to return capital to investors.
C. The Property
The Property that is the subject of the acquisition and this title commitment review consists of the following:
Address: 455 South Ocean Boulevard, Delray Beach, Florida 33483
Parcel Identification Number: 12-43-46-27-01-005-0010 (Palm Beach County Property Appraiser)
Land Area: Approximately 1.87 acres (approximately 81,457 square feet), constituting a single oceanfront parcel with direct frontage on the Atlantic Ocean along the eastern boundary and frontage on South Ocean Boulevard (State Road A1A) along the western boundary.
Improvements: The Property is improved with a four-story boutique hotel, known as "The Marisol — A Saltaire Hotel," containing approximately 38,600 gross square feet. The hotel consists of forty-two (42) guest rooms and suites, together with a rooftop restaurant and bar branded as "Terrazza," a full-service spa of approximately 3,200 square feet, common areas including a lobby, lounge, business center, and fitness facility, and a sixty (60)-space surface parking lot. The hotel provides direct private beach access to the Atlantic Ocean.
Original Construction: The hotel was originally constructed in 1972 as a beachfront motor inn. The structure was substantially renovated and repositioned by the Seller during 2018–2019 at an approximate cost of $8,600,000.00, transforming it into the current boutique luxury hotel concept.
D. Purchase Price and Transaction Structure
The agreed-upon purchase price for the Property is $35,000,000.00 (Thirty-Five Million Dollars and No Cents). The transaction is structured as a direct asset acquisition, encompassing the real property, all improvements thereon, personal property (including furniture, fixtures, and equipment), intangible assets (including trade names, goodwill, and intellectual property associated with the hotel operation), and all transferable permits and licenses. This is not an entity-level purchase; the Buyer is acquiring the underlying assets directly from the Seller via special warranty deed and bill of sale.
E. PSA Execution and Closing Timeline
The Purchase and Sale Agreement (the "PSA") was executed by the parties on July 7, 2025. The scheduled closing date is September 15, 2025. Pursuant to the PSA, the Buyer has a forty-five (45)-day due-diligence period expiring on August 21, 2025, during which Buyer may conduct inspections, review title and survey, evaluate environmental condition, and perform all other customary investigations. The title objection period is thirty (30) days from PSA execution, expiring August 7, 2025, with Seller having a fifteen (15)-day cure period thereafter, expiring August 22, 2025.
F. Acquisition Financing
The acquisition will be partially financed with a first-mortgage acquisition loan from Meridian Coast Bank, N.A. in the amount of $24,500,000.00 (the "Loan"), representing a seventy percent (70%) loan-to-value ratio. The Meridian Coast Bank loan reference number is MCB-CRE-2025-07184. The Loan will be secured by a first-priority mortgage, assignment of rents and leases, and security agreement encumbering the Property and all personal property and intangible assets associated with the hotel. Lender's outside counsel for this transaction is Braddock Reeves LLP, with attorney Jonathan Ng serving as lead lender's counsel.
The ALTA Loan Policy in the amount of $24,500,000.00 will be issued simultaneously with the ALTA Owner's Policy at closing, with CSTIC serving as underwriter for both policies. The simultaneous-issue discount for the Loan Policy is estimated to result in a premium of approximately $28,000.00.
G. Seller's Existing Financing
The Property is currently encumbered by a first-mortgage lien in favor of Seaview National Lending Corp., a Delaware corporation (the "Existing Lender"), securing an original principal indebtedness of $16,800,000.00. The current approximate payoff balance is $14,350,000.00. The Seaview mortgage was originated in connection with Saltaire's acquisition of the Property in 2018 and was subsequently modified to incorporate the renovation-period disbursements. This existing mortgage lien must be satisfied and released of record at closing as a condition to the Buyer receiving clear and insurable fee-simple title. The payoff will be made from Seller's closing proceeds, as further discussed in Sections IV and V of this memorandum.
III. TITLE COMMITMENT — SCHEDULE A REVIEW
A. Commitment Details
The title commitment was issued by Palmetto Title & Escrow Company as Title Agent, with Commonwealth Southern Title Insurance Company as Underwriter. The salient identification and dating information is as follows:
Title Commitment Number: PTX-2025-0714892
Effective Date of Commitment: July 14, 2025, at 8:00 a.m. Eastern Time
Date of Commitment Issuance: July 17, 2025
Title Officer: Denise Lafleur, Palmetto Title & Escrow Company
Underwriter: Commonwealth Southern Title Insurance Company, a title insurance company domiciled in the State of Georgia, authorized to conduct title insurance business in the State of Florida pursuant to Florida Statutes Chapter 627, Part I
The commitment represents an offer by the Underwriter to issue policies of title insurance upon compliance with the requirements set forth in Schedule B-I and subject to the exceptions set forth in Schedule B-II. The commitment is not a policy of title insurance and does not constitute a representation or guarantee that the Underwriter will issue a policy in the exact form set forth therein. However, the commitment serves as the foundational document upon which the Buyer and Buyer's lender will rely in evaluating the state of title to the Property.
We note that the effective date of the commitment is July 14, 2025, which is seven (7) days after the PSA execution date. A gap search or date-down endorsement should be requested from Palmetto Title through the actual closing date of September 15, 2025 to ensure that no intervening matters have been recorded against the Property or the Seller between the effective date of the commitment and the date of closing.
B. Proposed Insured — Owner's Policy
Schedule A of the commitment identifies the proposed insured for the Owner's Policy as follows:
Proposed Insured: PCG Delray Hotel LLC, a Florida limited liability company (sole member: Pellegrino Capital Group LLC)
Policy Type: ALTA Owner's Policy of Title Insurance (2006 Form, with Florida Modifications)
Amount of Insurance: $35,000,000.00
The amount of insurance is equal to the full purchase price for the Property, which is appropriate and consistent with standard practice for owner's policies in commercial real estate acquisitions. The Buyer should ensure that the amount of insurance is not less than the fair market value of the Property; in this case, the purchase price and the fair market value are presumed to be equivalent based on the arm's-length negotiation between the parties.
We note that as of the date of this memorandum, PCG Delray Hotel LLC has not yet been formed with the Florida Division of Corporations. The proposed insured name reflected in the commitment is based on the anticipated entity name provided to Palmetto Title. Upon formation of the entity and receipt of an employer identification number (EIN) from the Internal Revenue Service, we will need to notify Palmetto Title to update the commitment (and ultimately the final Owner's Policy) to reflect the exact legal name of the Buyer entity as stated in its articles of organization. Any variance between the insured name and the grantee name in the deed could create coverage issues and must be avoided.
C. Proposed Insured — Loan Policy
Schedule A of the commitment also identifies the proposed insured for the Loan Policy as follows:
Proposed Insured: Meridian Coast Bank, N.A., its successors and/or assigns
Policy Type: ALTA Loan Policy of Title Insurance (2006 Form, with Florida Modifications)
Amount of Insurance: $24,500,000.00
The Loan Policy will be issued simultaneously with the Owner's Policy at closing, and the simultaneous-issue discount is applicable under Florida's promulgated rate schedule. The estimated premium for the Loan Policy, taking into account the simultaneous-issue discount, is approximately $28,000.00. The Loan Policy insures Meridian Coast Bank, N.A. (and its successors and assigns, including any subsequent purchaser of the loan on the secondary market or any servicer acting on the lender's behalf) that the mortgage lien securing the $24,500,000.00 loan constitutes a valid and enforceable first-priority lien on the Property, subject only to the exceptions listed in Schedule B-II of the Loan Policy (which will mirror the Permitted Exceptions from the Owner's Policy, with the addition of any lender-specific exceptions).
D. Estate or Interest in the Land
Schedule A of the commitment identifies the estate or interest in the land that is the subject of the proposed insurance as follows:
Estate or Interest: Fee Simple Absolute
Vested In: Saltaire Hospitality Holdings LLC, a Delaware limited liability company
The commitment confirms that Saltaire Hospitality Holdings LLC holds fee-simple title to the Property. A review of the chain of title confirms that Saltaire acquired the Property in 2018 for a purchase price of $22,400,000.00, as evidenced by the special warranty deed recorded in the Official Records of Palm Beach County. Following the acquisition, Saltaire completed an extensive renovation and repositioning of the hotel during 2018–2019 at an approximate cost of $8,600,000.00, bringing the total investment basis to approximately $31,000,000.00.
We have reviewed the deed of record by which Saltaire acquired the Property and confirmed that the grantor in that deed had valid authority to convey, that the deed was properly executed and acknowledged in accordance with Florida law, and that the applicable documentary stamp taxes were paid at the time of recording. No defects in the chain of title have been identified based on our review of the commitment and the underlying recorded instruments.
The conveyance from Seller to Buyer at closing will be effectuated by means of a special warranty deed (as specified in the PSA), pursuant to which Seller will warrant title against defects arising by, through, or under Seller, but not against defects arising from prior owners in the chain of title. This is the customary form of conveyance for commercial real property transactions in Florida and is acceptable for purposes of this transaction, provided that the Owner's Policy of Title Insurance is issued simultaneously with the recording of the deed.
E. Legal Description
Schedule A of the commitment contains the full legal description of the Property, which describes a parcel of land containing approximately 1.87 acres (81,457 square feet), situated in the City of Delray Beach, Palm Beach County, Florida, and identified by Palm Beach County Parcel ID 12-43-46-27-01-005-0010. The legal description references the platted subdivision of record and sets forth the metes and bounds of the parcel as follows:
A portion of Section 27, Township 46 South, Range 43 East, City of Delray Beach, Palm Beach County, Florida, being more particularly described as: Lot 5, Block 1, OCEAN VISTA ADDITION, according to the Plat thereof as recorded in Plat Book 23, Page 145, of the Public Records of Palm Beach County, Florida.
The commitment's legal description must be verified against the ALTA/NSPS Land Title Survey that has been ordered from Crestline Surveying & Mapping, Inc. (principal surveyor: George Tavares, PSM). As of the date of this memorandum, the final survey has not yet been delivered. Upon receipt of the survey, we will undertake the following verification steps:
(a) Compare the metes-and-bounds description on the survey to the legal description contained in the title commitment to ensure consistency and confirm that both instruments describe the identical parcel;
(b) Compare the legal description in the commitment to the legal description in the deed of record by which Seller acquired the Property, to ensure no inadvertent expansion or contraction of the described parcel;
(c) Confirm that the parcel area reflected on the survey (approximately 1.87 acres / 81,457 square feet) is consistent with the legal description and the parcel boundaries;
(d) Identify any discrepancies and coordinate with Palmetto Title and the surveyor to resolve them prior to closing.
Any discrepancies between the commitment legal description and the deed of record should be identified and resolved promptly. If a corrective instrument is needed (e.g., a scrivener's affidavit or corrective deed), it should be prepared and recorded in sufficient time to allow Palmetto Title to update the commitment prior to closing.
IV. TITLE COMMITMENT — SCHEDULE B-I (REQUIREMENTS)
Schedule B-I of the title commitment sets forth the requirements that must be satisfied as conditions to the issuance of the Owner's Policy and the Loan Policy at closing. We have reviewed each requirement and provide our analysis and comments below.
A. Standard Requirements
The following requirements are listed in Schedule B-I and are customary for a commercial real property acquisition in the State of Florida:
1. Payment of Full Consideration and Recording of Deed
The commitment requires payment of the full purchase price of $35,000,000.00 and the recording of a deed conveying fee-simple title from Saltaire Hospitality Holdings LLC to PCG Delray Hotel LLC in the Official Records of Palm Beach County, Florida. This is a standard requirement and will be satisfied at closing through the disbursement of funds by Palmetto Title in accordance with the closing statement and the recording of the special warranty deed by the title agent.
2. Execution and Delivery of Special Warranty Deed
The commitment requires the execution and delivery of a special warranty deed from Saltaire Hospitality Holdings LLC, as grantor, to PCG Delray Hotel LLC, as grantee. Pursuant to Section 5.2(a) of the PSA, Seller has agreed to deliver a special warranty deed at closing, in recordable form, duly executed and acknowledged by Seller in accordance with the requirements of Florida Statutes Section 689.01 et seq. The deed must be reviewed by our office prior to closing to ensure that (a) the grantor and grantee names are correctly stated, (b) the legal description matches the commitment and the survey, (c) the deed is properly executed by an authorized representative of Seller, and (d) all formalities of execution and acknowledgment are satisfied under Florida law.
3. Payment of Documentary Stamp Taxes and Intangible Tax
The commitment requires payment of all applicable transfer taxes in connection with the recording of the deed and the mortgage. Under Florida law, the following taxes are due:
(a) Documentary Stamp Tax on Deed: Pursuant to Florida Statutes Section 201.02, documentary stamp tax is imposed on the deed at the rate of $0.70 per $100.00 (or fraction thereof) of the total consideration. Based on a purchase price of $35,000,000.00, the deed documentary stamp tax is calculated as follows:
$35,000,000.00 × $0.70 / $100.00 = $245,000.00
Per customary practice in Florida and as agreed in the PSA, the deed documentary stamp tax is the responsibility of the Seller.
(b) Documentary Stamp Tax on Mortgage: Pursuant to Florida Statutes Section 201.08, documentary stamp tax is imposed on the mortgage at the rate of $0.35 per $100.00 (or fraction thereof) of the indebtedness secured. Based on a loan amount of $24,500,000.00, the mortgage documentary stamp tax is calculated as follows:
$24,500,000.00 × $0.35 / $100.00 = $85,750.00
The mortgage documentary stamp tax is the responsibility of the Buyer.
(c) Intangible Tax on Mortgage: Pursuant to Florida Statutes Section 199.133, a nonrecurring intangible tax is imposed on the obligation secured by a mortgage on Florida real property at the rate of $0.002 per $1.00 of the indebtedness secured. Based on a loan amount of $24,500,000.00, the intangible tax is calculated as follows:
$24,500,000.00 × $0.002 = $49,000.00
The intangible tax is the responsibility of the Buyer.
Total transfer taxes due at closing are summarized as follows:
4. Evidence of Formation and Good Standing — Buyer
The commitment requires satisfactory evidence of the formation and good standing of PCG Delray Hotel LLC, including (a) filed articles of organization from the Florida Division of Corporations, (b) a copy of the operating agreement, (c) an authorization resolution from the sole member, Pellegrino Capital Group LLC, authorizing the acquisition of the Property and the execution and delivery of all closing documents, and (d) a certificate of good standing from the Florida Department of State (or, if the entity is newly formed, confirmation of active status).
As noted previously, PCG Delray Hotel LLC has not yet been formed. The articles of organization and operating agreement are in preparation, and we anticipate filing the articles with the Division of Corporations no later than August 15, 2025. Upon formation, we will promptly provide the requisite documentation to Palmetto Title and will update the commitment to reflect the correct insured name and EIN.
5. Evidence of Authority — Seller
The commitment requires satisfactory evidence of the authority of Saltaire Hospitality Holdings LLC to convey the Property, including:
(a) A certificate of good standing from the Secretary of State of Delaware, confirming Seller's existence and good standing in its state of formation;
(b) A certificate of authorization (or equivalent) from the Florida Department of State, confirming Seller's qualification and good standing as a foreign limited liability company authorized to transact business in Florida;
(c) A certified copy of the authorizing resolutions of Seller's members — Nathaniel Whitford (Managing Member, 60%) and Elaine Chastain-Park (Member, 40%) — authorizing the sale and conveyance of the Property and the execution of all closing documents; and
(d) A copy of Seller's limited liability company agreement, or relevant excerpts therefrom, confirming that the disposition of the Property is within the scope of the Managing Member's authority and does not require any additional consents or approvals not reflected in the authorizing resolutions.
These items are the responsibility of the Seller and its counsel at Hargrove, Kessler & Blaine LLP. We recommend that we request these materials sufficiently in advance of closing (no later than ten (10) business days before September 15, 2025) to allow Palmetto Title adequate time to review and confirm satisfaction of this requirement.
6. Payoff and Recorded Satisfaction of Existing Seaview National Lending Corp. Mortgage Lien
The commitment requires the payoff and recorded satisfaction or release of the existing first-mortgage lien in favor of Seaview National Lending Corp. (original principal: $16,800,000.00; current approximate payoff: $14,350,000.00), together with all modifications, amendments, assignments, and extensions thereof, as a condition precedent to the issuance of the Owner's Policy and the Loan Policy.
This requirement is further discussed in our analysis of Schedule B-II Exception No. 1 in Section V below. Seller is obligated under the PSA to deliver title free and clear of all monetary liens and encumbrances, and the payoff of the Seaview mortgage is Seller's sole responsibility. A payoff letter must be obtained from Seaview National Lending Corp. at least ten (10) business days prior to the closing date, and Palmetto Title will be authorized to disburse the payoff amount directly to Seaview from Seller's closing proceeds. The recorded satisfaction of mortgage must be delivered at or promptly after closing.
7. Owner's Affidavit / Gap Affidavit
The commitment requires the delivery by Seller of an owner's affidavit (sometimes referred to as a "gap affidavit" or "no-lien affidavit") in a form satisfactory to the Title Agent and the Underwriter. The owner's affidavit typically contains representations by the Seller regarding the following matters:
(a) There are no parties in possession of the Property other than Seller and its tenants, licensees, and hotel guests in the ordinary course of hotel operations;
(b) There have been no improvements, alterations, or repairs made to the Property within the preceding ninety (90) days that could give rise to a mechanic's or materialman's lien that has not been disclosed;
(c) There are no unrecorded easements, boundary disputes, or adverse claims affecting the Property known to Seller;
(d) There are no pending or threatened actions, suits, or proceedings affecting the Property or Seller's ability to convey the Property;
(e) There are no unpaid taxes, assessments, or governmental charges against the Property other than current taxes not yet due and payable; and
(f) No act has been done or suffered by Seller since the effective date of the commitment that would adversely affect the state of title to the Property.
The owner's affidavit is essential for the deletion of certain standard Schedule B exceptions (specifically, the exceptions for parties in possession, mechanic's liens, and unrecorded easements). We will coordinate with Seller's counsel to ensure that the affidavit is prepared and executed in a form satisfactory to Palmetto Title.
8. FIRPTA Affidavit or Withholding Compliance
The commitment requires delivery of a non-foreign person affidavit pursuant to Section 1445 of the Internal Revenue Code (the "Foreign Investment in Real Property Tax Act" or "FIRPTA"). Because Saltaire Hospitality Holdings LLC is a domestic limited liability company formed under the laws of the State of Delaware, Seller should be able to provide a standard FIRPTA affidavit confirming that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code and that no FIRPTA withholding is required. The affidavit must include Seller's taxpayer identification number (TIN) and be executed by an authorized representative of Seller.
If for any reason Seller is unable to provide the FIRPTA affidavit (e.g., if any direct or indirect owner of Seller is a foreign person), the Buyer would be required to withhold fifteen percent (15%) of the amount realized by the Seller (i.e., 15% × $35,000,000.00 = $5,250,000.00) and remit such amount to the IRS. Based on our current understanding of the Seller's ownership structure (Nathaniel Whitford and Elaine Chastain-Park, both U.S. citizens), we do not anticipate any FIRPTA withholding issues, but we will confirm this with Seller's counsel.
9. Payment of All Outstanding Real-Estate Taxes and Assessments
The commitment requires payment of all outstanding real-estate taxes and assessments against the Property. The current tax status is as follows:
The 2024 annual property tax assessed by the Palm Beach County Tax Collector against Parcel ID 12-43-46-27-01-005-0010 was approximately $432,000.00, based on a total assessed value of $24,000,000.00 (land: $14,200,000.00; improvements: $9,800,000.00) and an aggregate millage rate of approximately 18.0 mills.
The 2025 estimated property tax is approximately $440,000.00. Property taxes in Florida are assessed on January 1 of each year, and the tax bill is issued in November of the same year. Accordingly, the 2025 taxes will not have been billed as of the September 15, 2025 closing date.
Pursuant to the PSA, real-estate taxes will be prorated as of the closing date (September 15, 2025) on the basis of 365 days, using the most recently available tax bill (the 2024 tax bill) as the basis for proration, with a post-closing true-up once the actual 2025 tax bill is issued.
We note that the commitment requires evidence that all taxes have been paid through the closing date, and Palmetto Title will require a tax certificate or verification from the Palm Beach County Tax Collector confirming no delinquent taxes. This is a standard requirement and should not present any issues, provided that the 2024 taxes have been timely paid by Seller and the 2025 taxes are prorated at closing.
B. Lender-Specific Requirements (for Loan Policy)
In addition to the standard requirements applicable to the Owner's Policy, Schedule B-I contains the following additional requirements that are specific to the issuance of the ALTA Loan Policy in favor of Meridian Coast Bank, N.A.:
1. Recording of Mortgage and Related Loan Documents
The commitment requires the execution, delivery, and recording in the Official Records of Palm Beach County, Florida, of a mortgage, assignment of rents and leases, and security agreement (the "Mortgage") in favor of Meridian Coast Bank, N.A., securing the indebtedness evidenced by the promissory note in the original principal amount of $24,500,000.00. The Mortgage must be duly executed by PCG Delray Hotel LLC as borrower/mortgagor and must be in proper form for recording under Florida law, including payment of all applicable documentary stamp taxes and intangible taxes as described above.
2. UCC-1 Financing Statement Filing
The commitment requires the filing of a UCC-1 financing statement with the Florida Secured Transaction Registry (Florida Department of State) and/or the appropriate county recording office, perfecting Meridian Coast Bank's security interest in all furniture, fixtures, equipment (FF&E), and other personal property associated with the hotel operation. The UCC-1 filing is necessary to ensure that the lender's lien on personal property is properly perfected and has priority over any competing claims.
3. Evidence of Flood Insurance
The commitment notes that the Property is located in FEMA Flood Zone AE (Special Flood Hazard Area), as shown on FEMA Flood Insurance Rate Map (FIRM) Panel 12099C0826J, with an effective date of December 4, 2020. Under the National Flood Insurance Act and the Flood Disaster Protection Act, as amended by the Biggert-Waters Flood Insurance Reform Act of 2012 and the Homeowner Flood Insurance Affordability Act of 2014, flood insurance is mandatory for properties located in Special Flood Hazard Areas (Zones A and V) when financed by a federally regulated lender. Meridian Coast Bank, N.A. will require evidence that adequate flood insurance coverage has been obtained prior to closing and as a condition to the disbursement of loan proceeds.
Flood insurance coverage is being coordinated with Harborview Risk Advisors LLC, acting as the Buyer's insurance broker, and is expected to be placed through Atlantic Keystone Insurance Company or, if necessary, through the National Flood Insurance Program (NFIP). The amount of flood insurance coverage must meet or exceed the loan amount of $24,500,000.00, subject to applicable NFIP coverage limits and any excess flood coverage requirements imposed by the lender.
4. Evidence of Property/Casualty Insurance
The commitment requires evidence that the Property is insured against casualty loss (including fire, windstorm, and other perils) with coverage amounts and forms acceptable to Meridian Coast Bank, N.A. Property/casualty insurance is being coordinated through Harborview Risk Advisors LLC and is expected to be placed with Atlantic Keystone Insurance Company. Given the Property's oceanfront location in South Florida, windstorm coverage is a critical component and may require placement through Corvinael Property Insurance Corporation or the private surplus-lines market if adequate coverage is not available through the admitted market. The lender's insurance requirements should be confirmed with Jonathan Ng at Braddock Reeves LLP and incorporated into the insurance program.
C. Status and Action Items for Each Requirement
The Schedule B-I requirements fall into two categories: those that are within the Buyer's control and those that are the Seller's obligations under the PSA.
Buyer's Responsibilities:
•  Formation of PCG Delray Hotel LLC and provision of formation documents and authorization resolutions to Palmetto Title
•  Payment of the purchase price at closing
•  Execution and recording of the Meridian Coast Bank mortgage and related loan documents
•  Payment of mortgage documentary stamp taxes and intangible tax
•  Filing of UCC-1 financing statement
•  Procurement of flood insurance and property/casualty insurance
Seller's Responsibilities:
•  Execution and delivery of the special warranty deed
•  Payment of deed documentary stamp taxes
•  Provision of evidence of authority and good standing (Delaware and Florida)
•  Delivery of the owner's affidavit / gap affidavit
•  Delivery of the FIRPTA non-foreign person affidavit
•  Payoff and satisfaction of the Seaview National Lending Corp. mortgage lien
•  Payment of all outstanding real-estate taxes and assessments through closing
Timeline: All Schedule B-I requirements must be satisfied on or before the scheduled closing date of September 15, 2025. Certain requirements (such as the payoff letter from Seaview and the Seller's authority documentation) should be obtained well in advance of closing to avoid delays. We recommend establishing a pre-closing checklist with deadlines for each requirement and circulating it to all parties no later than August 25, 2025.
V. TITLE COMMITMENT — SCHEDULE B-II (EXCEPTIONS FROM COVERAGE)
Overview
Schedule B-II of the title commitment identifies the exceptions from coverage that will appear in the Owner's Policy and the Loan Policy unless cured, released, or otherwise addressed prior to closing. The commitment lists five (5) specific exceptions in addition to the standard pre-printed exceptions that are customary in Florida title commitments issued by CSTIC.
Each exception is analyzed below with a classification as either a "Permitted Exception" (acceptable to Buyer under the PSA and not requiring objection) or an "Objectionable Exception" (requiring cure, satisfaction, or deletion as a condition to closing). For each exception, we provide our recommended course of action.
Exception No. 1: Existing First-Mortgage Lien — Seaview National Lending Corp.
Schedule B-II Reference: Exception No. 1
Description: Mortgage, Assignment of Rents, and Security Agreement recorded in the Official Records of Palm Beach County, Florida, in OR Book 34512, Page 2201, in favor of Seaview National Lending Corp., a Delaware corporation, as mortgagee, given by Saltaire Hospitality Holdings LLC, a Delaware limited liability company, as mortgagor, securing an original principal indebtedness of Sixteen Million Eight Hundred Thousand and No/100 Dollars ($16,800,000.00), together with all modifications, amendments, assignments, and extensions thereof, including but not limited to that certain Modification and Amendment to Mortgage, Assignment of Rents, and Security Agreement recorded in OR Book 35890, Page 718, Official Records of Palm Beach County, Florida.
Current Status: Based on information provided by Seller's counsel, the approximate outstanding payoff balance of the Seaview National Lending Corp. mortgage is $14,350,000.00 as of the anticipated closing date. The exact payoff amount will be determined by a formal payoff letter to be issued by Seaview, which will include per-diem interest accruing through the payoff date. Seaview National Lending Corp. is the existing institutional lender to Saltaire Hospitality Holdings LLC, and there is no indication of any default, acceleration, or other adverse action under the existing loan.
Classification: OBJECTIONABLE EXCEPTION — REQUIRES CURE
Analysis: This mortgage lien constitutes a monetary encumbrance on the Property that must be satisfied and released of record as a condition to the Buyer receiving clear, insurable, and marketable fee-simple title. Under Section 5.1(a) of the PSA, Seller is obligated to deliver title to the Property at closing free and clear of all mortgages, deeds of trust, liens, and other monetary encumbrances. The continued existence of this mortgage lien at the time of closing would constitute a breach of Seller's obligations under the PSA and would render the title uninsurable as to the Buyer and the Buyer's acquisition lender, Meridian Coast Bank, N.A.
The payoff of the Seaview mortgage will be accomplished from Seller's closing proceeds. Based on the anticipated purchase price of $35,000,000.00 and Seller's estimated closing costs (including the deed documentary stamp tax of $245,000.00, commissions, and other expenses), we anticipate that Seller's net proceeds will be more than sufficient to cover the Seaview payoff amount. Nevertheless, the closing statement must be carefully structured to ensure that Palmetto Title disburses the Seaview payoff amount directly to Seaview from Seller's proceeds prior to or contemporaneously with the release of any remaining proceeds to Seller.
Recommendation:
(a) Include the Seaview National Lending Corp. mortgage lien as a formal objection in the title objection letter to be delivered to Patricia Blaine at Hargrove, Kessler & Blaine LLP on or before August 7, 2025.
(b) Require Seller to obtain and deliver to Buyer and Palmetto Title a formal payoff letter from Seaview National Lending Corp. no later than ten (10) business days prior to the closing date of September 15, 2025 (i.e., by September 2, 2025). The payoff letter must state the per-diem interest and the good-through date with sufficient margin to accommodate any closing-day delays.
(c) Require Seller to authorize Palmetto Title to disburse the payoff amount directly to Seaview National Lending Corp. from Seller's closing proceeds at closing, in accordance with the payoff instructions set forth in the payoff letter.
(d) Require Seller to cause Seaview National Lending Corp. to deliver a recorded satisfaction of mortgage (or release of mortgage) in recordable form at closing, or as promptly as practicable following closing (typically within thirty (30) days). Confirm with Palmetto Title and CSTIC that the Underwriter will insure over the "gap" period between closing and the recording of the satisfaction, provided that Palmetto Title holds the payoff funds and has received the payoff letter and disbursement instructions.
(e) The title objection letter should expressly state that the Buyer will not accept title subject to the Seaview mortgage lien and that the failure to satisfy this lien at closing will constitute a Seller default under the PSA.
Exception No. 2: Beach Access Easement — City of Delray Beach
Schedule B-II Reference: Exception No. 2
Description: Easement for public beach access in favor of the City of Delray Beach, a Florida municipal corporation, as recorded in OR Book 31245, Page 1822, Official Records of Palm Beach County, Florida, dated March 14, 2006, granted by the then-owner of the Property to the City for the purpose of providing public pedestrian beach access across a designated portion of the Property.
Analysis: We have obtained and reviewed a copy of the recorded easement instrument (OR Book 31245, Page 1822). The easement grants to the City of Delray Beach a perpetual, non-exclusive easement for public pedestrian beach access across a defined corridor along the eastern boundary of the Property — that is, the ocean side of the parcel. The easement area is described by metes and bounds in the recorded instrument and consists of a strip of land approximately fifteen (15) feet in width running in a north-south direction along the eastern (beach-side) boundary of the Property.
The easement is a governmental easement and is typical for oceanfront parcels along the Delray Beach coastline. Florida law and local ordinances promote public access to the beach, and easements of this type are common for properties fronting the Atlantic Ocean. The key characteristics of this easement are as follows:
(a) Purpose: Public pedestrian beach access only. The easement does not grant the City or the public any right to construct improvements, install utilities, or conduct any activities other than pedestrian passage to and from the beach.
(b) Location: The easement corridor is situated along the eastern boundary of the Property, between the hotel building and the beach. The easement area does not encumber any building footprint, parking area, or other structural improvement.
(c) Duration: The easement is perpetual and runs with the land.
(d) Existing at Seller's Acquisition: The easement was in place when Saltaire acquired the Property in 2018 and has coexisted with the hotel operation without incident.
(e) Consistency with Use: The easement is fully consistent with the Property's use as an oceanfront boutique hotel. Direct beach access is, in fact, a significant amenity and marketing feature for the hotel, and the existence of a designated public access corridor does not detract from the hotel's value or operations. The hotel's own guests utilize the same beach access area.
Classification: PERMITTED EXCEPTION
Recommendation: Accept this exception as a Permitted Exception under the PSA. The beach access easement does not materially impair the value, utility, or marketability of the Property, and it is consistent with Buyer's intended continued operation of the hotel. We recommend confirming the precise location and dimensions of the easement corridor against the ALTA survey from Crestline Surveying & Mapping, Inc. upon receipt, to verify that no improvements encroach into the easement area and that the easement location is consistent with the recorded instrument. No title objection is required for this exception.
Exception No. 3: Utility Easement — Fenmore Industries (FPL)
Schedule B-II Reference: Exception No. 3
Description: Easement for the installation, maintenance, repair, replacement, and operation of electrical utility facilities (including overhead and underground lines, poles, transformers, conduits, and appurtenant equipment) in favor of Vireo Group ("FPL"), its successors and assigns, ten (10) feet in width along the western boundary of the Property, as recorded in OR Book 22017, Page 934, Official Records of Palm Beach County, Florida, dated June 8, 1995.
Analysis: We have obtained and reviewed a copy of the recorded easement instrument (OR Book 22017, Page 934). The easement grants to FPL a perpetual, non-exclusive easement for the installation, maintenance, and operation of electrical utility facilities within a strip of land ten (10) feet in width running along the entire western boundary of the Property (i.e., the South Ocean Boulevard / A1A side). The key characteristics of this easement are as follows:
(a) Purpose: Electrical utility infrastructure. FPL is the regulated electric utility serving Palm Beach County, and utility easements of this type are necessary for the provision of electrical service to the Property and surrounding properties.
(b) Width and Location: The easement is ten (10) feet in width, measured from the western property boundary inward (eastward). The easement strip runs along the entire western boundary and does not extend into the interior of the Property beyond the ten-foot strip.
(c) Improvements within Easement: Based on our review of the available site plans, no above-ground structures (buildings, parking structures, or other permanent improvements) appear to be located within the ten-foot easement strip along the western boundary. The surface parking lot is located in the western portion of the Property, but the first row of parking stalls appears to begin outside the easement area. This must be confirmed by the ALTA survey.
(d) Restrictions on Owner: The easement instrument prohibits the property owner from constructing permanent structures within the easement area that would interfere with FPL's use of the easement. Temporary improvements (e.g., landscaping, signage) may be permitted, subject to FPL's right to remove them if necessary for utility maintenance or repair.
(e) Utility of Easement: The easement is essential for the continued provision of electrical service to the Property. Termination or relocation of the easement would be impractical and unnecessary.
Classification: PERMITTED EXCEPTION
Recommendation: Accept this exception as a Permitted Exception under the PSA. The FPL utility easement is a standard utility easement that is typical for commercial properties in the Delray Beach area, is necessary for the continued provision of electrical service, and does not encumber any building footprint or materially impair the Property's use or value. We recommend verifying on the ALTA survey from Crestline Surveying & Mapping, Inc. that no improvements encroach into the ten-foot easement strip. If encroachments are identified, the matter would need to be evaluated further and potentially raised as a title objection. No title objection is required for this exception at this time.
Exception No. 4: Declaration of Covenants, Conditions, and Restrictions (CC&Rs)
Schedule B-II Reference: Exception No. 4
Description: Declaration of Covenants, Conditions, and Restrictions (the "Declaration") recorded by Ocean Vista Development Corp. (the original developer of the Property) in OR Book 18904, Page 455, Official Records of Palm Beach County, Florida, dated September 22, 1971, restricting the use of the Property to hotel and resort purposes, together with all amendments, modifications, and supplements thereto.
Analysis: We have obtained and reviewed a complete copy of the recorded Declaration (OR Book 18904, Page 455), which was executed and recorded by Ocean Vista Development Corp. in connection with the original subdivision and development of the parcel that now constitutes the Property. The Declaration contains the following material provisions:
(a) Use Restriction: The Declaration restricts the use of the Property exclusively to "hotel, resort, and hospitality purposes, including ancillary restaurant, spa, retail, and recreational uses customarily associated with a hotel or resort operation." The Declaration expressly prohibits the use of the Property for residential dwelling purposes (other than transient hotel occupancy), industrial purposes, or any use that would be noxious, offensive, or inconsistent with the character of an oceanfront hospitality property.
(b) Architectural Standards: The Declaration contains general architectural standards requiring that any structures on the Property be designed and maintained in a manner consistent with a "first-class oceanfront hotel or resort." These standards are general in nature and do not impose specific design requirements or approval processes.
(c) Covenants Running with the Land: The Declaration expressly provides that all covenants, conditions, and restrictions contained therein "run with the land and are binding upon all successors, assigns, heirs, and transferees of the Property." The covenants are enforceable by any party with standing to enforce them, including the original developer (if still in existence), the City of Delray Beach, and any adjacent property owners benefited by the restrictions.
(d) Term: The Declaration provides that the covenants shall remain in effect for a period of fifty (50) years from the date of recording (September 22, 1971), with automatic renewal for successive ten (10)-year periods unless terminated by the affirmative vote of owners of seventy-five percent (75%) of the affected acreage. Accordingly, the initial fifty-year term expired on September 22, 2021, and the Declaration has automatically renewed for an additional ten-year period expiring September 22, 2031. The Declaration remains in full force and effect as of the date of this memorandum.
(e) Consistency with Current Use: The use restriction to "hotel and resort purposes" is fully consistent with the Property's current use as a 42-key boutique hotel, the applicable zoning designation (CBD — Central Business District — under the City of Delray Beach Land Development Regulations, which permits hotel and resort use), and Buyer's stated intention to continue operating the Property as a luxury boutique hotel.
(f) Consistency with Financing: We have reviewed the Declaration in the context of the Meridian Coast Bank loan documentation (to the extent available) and do not identify any provisions in the Declaration that would conflict with or impair the lender's mortgage lien, the assignment of rents, or the exercise of any remedies available to the lender upon a default. The use restriction to hotel/resort purposes should not adversely affect the lender's ability to realize the value of its collateral.
Classification: PERMITTED EXCEPTION
Recommendation: Accept this exception as a Permitted Exception under the PSA. The CC&R use restriction to hotel and resort purposes is consistent with the Property's current and intended use, the applicable zoning, and the financing terms. We note, however, that if Buyer ever contemplated a change of use for the Property — for example, a conversion to residential condominiums, a mixed-use development, or a non-hospitality commercial use — the Declaration would constitute a significant restriction that would need to be modified, amended, or released. Modification or release of the Declaration would likely require the consent of the parties with enforcement rights, which could include adjacent property owners, successors to the original developer, and potentially the City of Delray Beach. At this time, no change of use is contemplated, and no title objection is required. We recommend retaining a complete copy of the Declaration in the permanent diligence file for future reference.
Exception No. 5: General / Standard Exceptions
Schedule B-II Reference: Exception No. 5 (Pre-Printed Standard Exceptions)
Description: The title commitment includes the following standard pre-printed Schedule B exceptions, which are typical for Florida title commitments issued by CSTIC:
(a) Rights or claims of parties in possession of the Property not shown by the public records;
(b) Encroachments, overlaps, boundary line disputes, or other matters which would be disclosed by an accurate survey and inspection of the Property;
(c) Easements, or claims of easements, not shown by the public records;
(d) Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by the public records (i.e., mechanic's and materialman's liens);
(e) Taxes or special assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records, and taxes or special assessments not yet due and payable or not yet certified;
(f) Unpatented mining claims, reservations or exceptions in patents, or in acts authorizing the issuance thereof, water rights, claims, or title to water.
Analysis: These are the standard "boilerplate" exceptions that appear in virtually all title commitments issued in the State of Florida. They represent categories of potential claims or encumbrances that may not appear in the public records and, therefore, cannot be identified through a standard title search. However, in a commercial transaction of this magnitude — particularly one involving a $35,000,000.00 acquisition and a $24,500,000.00 first-mortgage loan — the deletion or modification of these standard exceptions is both customary and appropriate.
The standard exceptions can be addressed as follows:
(a) Parties in Possession (Exception 5(a)): This exception can be deleted upon delivery of a Seller's affidavit confirming that there are no parties in possession of the Property other than Seller, its employees, hotel guests, and vendors in the ordinary course of business, and that there are no unrecorded leases, tenancies, or possessory rights affecting the Property. (We note that the Property is operated as a hotel with nightly and short-term guest occupancy, not as a leased property with long-term tenants; accordingly, the Seller's affidavit should be sufficient.)
(b) Survey Matters (Exception 5(b)): This exception can be deleted upon the provision of a current ALTA/NSPS Land Title Survey, prepared by a licensed professional surveyor and mapper, meeting the minimum standard detail requirements of the ALTA/NSPS and including the Table A optional items required by the Underwriter and the lender. The survey has been ordered from Crestline Surveying & Mapping, Inc. (George Tavares, PSM) and is expected to be completed prior to the title objection deadline of August 7, 2025.
(c) Unrecorded Easements (Exception 5(c)): This exception can be deleted or modified upon delivery of a Seller's affidavit confirming that there are no unrecorded easements or claims of easements affecting the Property other than those shown in the public records. The survey will also assist in identifying any apparent easements (e.g., visible utility lines, access roads, or pathways) not reflected in the public records.
(d) Mechanic's / Materialman's Liens (Exception 5(d)): This exception can be deleted upon delivery of a Seller's affidavit confirming that no work has been performed on the Property within the preceding ninety (90) days (or such other period as may be required und