Contract analysis
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Contract analysis / borrower-authorizing-resolutions-draft.docx
borrower-authorizing-resolutions-draft.docx
High · 1
Medium · 1
Standard · 1
I. Authority of the Managers. The undersigned constitute all of the Managers of the Compan
High
⚑ Indemnity / guarantee obligation
I. Authority of the Managers. The undersigned constitute all of the Managers of the Company. The Managers are authorized to act by unanimous written consent in lieu of a meeting pursuant to the Operating Agreement and applicable provisions of the Act. The Parent, Verimark Hospitality Group Inc., as the sole indirect member of the Company, has approved (or will contemporaneously approve) the Company's entry into the L
1. Loan Agreement between Coral Palms Resort Holdings LLC, as Borrower, and Pinnacle Atla
1. Loan Agreement between Coral Palms Resort Holdings LLC, as Borrower, and Pinnacle Atlantic Capital, LLC, as Lender
2. Promissory Note in the original principal amount of $160,000,000
Standard
⚑ Commercial term
2. Promissory Note in the original principal amount of $160,000,000
3. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing
Medium
⚑ Assignment / subcontracting
3. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing
4. Environmental Indemnity Agreement
4. Environmental Indemnity Agreement
7. Non-Recourse Carve-Out Guaranty (if applicable)
7. Non-Recourse Carve-Out Guaranty (if applicable)
8. Environmental Indemnity Guaranty (if applicable)
8. Environmental Indemnity Guaranty (if applicable)
9. Deposit Account Control Agreement(s)
9. Deposit Account Control Agreement(s)
10. UCC-1 Financing Statement(s)
10. UCC-1 Financing Statement(s)
11. Borrower's Certificate and Closing Certificate
11. Borrower's Certificate and Closing Certificate
13. Good Standing Certificate(s)
13. Good Standing Certificate(s)
14. Certified copies of Organizational Documents (Certificate of Formation, Operating Agr
14. Certified copies of Organizational Documents (Certificate of Formation, Operating Agreement)
15. Escrow Instructions to Meridian Title & Escrow, Inc.
15. Escrow Instructions to Meridian Title & Escrow, Inc.
16. Estoppel Certificates (as applicable)
16. Estoppel Certificates (as applicable)
17. Subordination, Non-Disturbance, and Attornment Agreements (as applicable)
17. Subordination, Non-Disturbance, and Attornment Agreements (as applicable)
18. Opinion of Borrower's Counsel (Calderwood & Harkness LLP)
18. Opinion of Borrower's Counsel (Calderwood & Harkness LLP)
19. Such other documents, instruments, and certificates as required under the Loan Agreem
19. Such other documents, instruments, and certificates as required under the Loan Agreement or the Commitment Letter EXHIBIT C Form of Commitment Letter dated December 9, 2022 [Reference copy of the Commitment Letter between Pinnacle Atlantic Capital, LLC and Coral Palms Resort Holdings LLC, dated December 9, 2022, to be attached.] DRAFT — Subject to Review and Revision Prepared by Calderwood & Harkness LLP Matter N