Contract analysis

Section 1.1 — Defined Terms Capitalized terms used in this Guaranty and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement. As used in this Guaranty, the following terms shall have the following meanings: "Borrower" means Coral Palms Resort Holdings LLC, a limited liability company duly organized and existing under the laws of the State of Florida, and its permitted succ

Section 1.2 — Rules of Construction (a) All capitalized terms used in this Guaranty and not otherwise defined herein shall have the respective meanings assigned to such terms in the Loan Agreement. In the event of any conflict between a definition set forth in this Guaranty and a definition set forth in the Loan Agreement, the definition set forth in this Guaranty shall control for purposes of this Guaranty. (b) The

ARTICLE II — GUARANTY; SCOPE OF LIABILITY

Section 2.1 — Limited Recourse Carve-Out Guaranty (Non-Recourse Carve-Outs) (a) Guarantor hereby unconditionally and irrevocably guaranties to Lender, and agrees to be personally liable for, the prompt payment and performance of all losses, damages, costs, expenses, liabilities, claims, and amounts (including without limitation reasonable attorneys' fees and expenses and court costs) actually incurred by Lender arisi

Section 2.2 — Springing Full Recourse Events (a) Notwithstanding the limited nature of the guaranty set forth in Section 2.1 of this Guaranty, the Guarantor's liability hereunder shall become fully recourse for the entire Indebtedness and all other obligations of Borrower under the Loan Documents, and the limitations on Guarantor's liability set forth in Section 2.1(b) shall be of no further force or effect, upon the

Section 2.3 — Nature of Guaranty (a) This Guaranty is an absolute, unconditional, and irrevocable guaranty of payment and performance, and is not a guaranty of collection. Guarantor acknowledges and agrees that this Guaranty is not conditioned upon Lender first commencing any action or proceeding against Borrower, foreclosing on the Property, realizing upon any collateral, or exhausting any remedies against Borrower,

ARTICLE III — GUARANTOR'S REPRESENTATIONS AND WARRANTIES Guarantor hereby represents and warrants to Lender as of the date hereof and as of the date of each funding under the Loan as follows:

Section 3.1 — Organization and Good Standing (a) Guarantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted. (b) Guarantor is duly qualified to transact business and is in good standing in the State of Florida and in each o

Section 3.2 — Authority; Enforceability (a) Guarantor has full corporate power and authority to execute, deliver, and perform this Guaranty and each of the other Loan Documents to which Guarantor is a party, and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery, and performance by Guarantor of this Guaranty and each of the other Loan Documents to which Guarantor is a party ha

Section 3.3 — No Conflicts (a) The execution, delivery, and performance by Guarantor of this Guaranty and the other Loan Documents to which Guarantor is a party do not and will not (i) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, the certificate of incorporation, bylaws, or other organiz

Section 3.4 — Litigation There is no action, suit, proceeding, claim, arbitration, mediation, or governmental investigation pending or, to the best of Guarantor's threatened against or affecting Guarantor before any court, arbitrator, governmental authority, or administrative body that (a) would, if adversely determined, Guarantor's financial condition, business, operations, or properties, or (b) would Guarantor's ab

Section 3.5 — Financial Condition (a) The financial statements of Guarantor heretofore delivered to Lender, as audited by Keswick & Holt LLP (Andrew Calloway, CPA, engagement partner), have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered thereby, and fairly present in all material respects the financial condition, results of operations, and

Section 3.6 — Solvency Guarantor is, and after giving effect to the execution and delivery of this Guaranty and the consummation of the transactions contemplated hereby will be, solvent. As used herein, "solvent" means that (a) the fair saleable value of Guarantor's assets exceeds the amount of Guarantor's liabilities (including contingent liabilities), (b) Guarantor is able to pay its debts as they become due, and (

Section 3.7 — No Bankruptcy No petition in bankruptcy, whether voluntary or involuntary, and no proceeding for reorganization, arrangement, composition with creditors, assignment for the benefit of creditors, receivership, dissolution, liquidation, or similar proceeding under any applicable federal, state, or foreign law has been filed by or against Guarantor, and Guarantor is not contemplating the filing of any such

Section 3.8 — ERISA (a) Guarantor is in compliance in all material respects with all applicable requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Internal Revenue Code of 1986, as amended (the "Code"), with respect to each "employee benefit plan" (as defined in Section 3(3) of ERISA) maintained, sponsored, or contributed to by Guarantor or any of its "ERISA Affiliates"

Section 3.9 — Taxes Guarantor has timely filed all federal, state, local, and foreign tax returns and reports that are required to be filed by Guarantor, and has paid all taxes, assessments, fees, and other governmental charges due and payable by Guarantor (including, without limitation, all income, franchise, employment, sales, use, excise, and property taxes), except for such taxes, assessments, fees, and charges t

Section 3.10 — Anti-Money Laundering; OFAC (a) Guarantor is in compliance with all applicable anti-money laundering laws, rules, and regulations, including without limitation the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act") (Pub. L. 107-56), and all regulations promulg

Section 3.11 — Benefit Guarantor acknowledges and confirms that (a) Guarantor is the indirect parent of Borrower and has a substantial direct and indirect ownership interest in Borrower, (b) the making of the Loan by Lender to Borrower will provide substantial direct and indirect economic benefit to Guarantor, including without limitation through the enhancement of the value of Guarantor's investment in Borrower and

ARTICLE IV — COVENANTS OF GUARANTOR Guarantor hereby covenants and agrees with Lender that, so long as any portion of the Indebtedness remains outstanding or any obligation of Guarantor under this Guaranty remains unsatisfied:

Section 4.1 — Financial Reporting Guarantor shall deliver to Lender, at Guarantor's sole cost and expense, each of the following: (a) Annual Audited Financial Statements. Within days after the end of each fiscal year of Guarantor , annual consolidated and consolidating financial statements of Guarantor and its subsidiaries for such fiscal year, including a consolidated balance sheet, statement of income, statement of

Section 4.2 — Net Worth / Liquidity Covenants Guarantor shall maintain at all times during the term of the Loan the following minimum financial thresholds: (a) Minimum Net Worth. A net worth (as determined in accordance with generally accepted accounting principles consistently applied, calculated as total assets minus total liabilities) of not less than $[__] (the "Minimum Net Worth Requirement"). For purposes of th

Section 4.3 — Existence; Compliance with Laws (a) Guarantor shall maintain its corporate existence and good standing under the laws of the State of Delaware and its qualification to transact business and good standing in the State of Florida and in each other jurisdiction where such qualification is required for the conduct of Guarantor's business or the ownership or leasing of its properties, except where the failur

Section 4.4 — Notice of Material Events Guarantor shall deliver written notice to Lender of: (a) The occurrence or existence of any Springing Recourse Event or any Carve-Out Event, or any event or condition that, with the giving of notice or the passage of time, or both, would constitute a Springing Recourse Event or a Carve-Out Event, together with a description of the nature and extent thereof and the actions being

Section 4.5 — No Dissolution or Merger Guarantor shall not dissolve, liquidate, wind up its affairs, or cease to conduct business, and shall not merge with or into, or consolidate with, any other person or entity, without the prior written consent of Lender ; provided, however, that Lender's consent shall not be required for any merger or consolidation in which (a) Guarantor is the surviving entity, (b) the surviving

Section 4.6 — Taxes Guarantor shall timely file all federal, state, local, and foreign tax returns and reports required to be filed by Guarantor and shall timely pay all taxes, assessments, fees, and other governmental charges assessed or levied against Guarantor or any of its properties or assets, as the same become due and payable, except for such taxes, assessments, fees, and charges that are being contested in go

ARTICLE V — WAIVERS BY GUARANTOR

Section 5.1 — Waivers Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law, each and every one of the following: (a) Notice of Acceptance. Any requirement that Lender notify Guarantor of Lender's acceptance of this Guaranty. Guarantor acknowledges that this Guaranty shall be deemed accepted by Lender upon the execution and delivery hereof. (b) Presentment, Demand,

Section 5.2 — Guarantor's Understanding (a) Guarantor acknowledges and confirms that Guarantor has independently reviewed and is fully familiar with the terms, conditions, and provisions of each of the Loan Documents, including without limitation the Loan Agreement, the Note, the Mortgage, the Environmental Indemnity Agreement, the Cash Management Agreement, and the Reserve Agreement, and that Guarantor has had the o

ARTICLE VI — SUBORDINATION OF GUARANTOR'S CLAIMS

Section 6.1 — Subordination Any and all indebtedness, liabilities, and obligations of Borrower to Guarantor, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, liquidated or unliquidated, secured or unsecured, and howsoever evidenced (including without limitation any loans, advances, management fees, dividends, distributions, intercompany charges, or other amounts owed by B

Section 6.2 — Turnover of Payments In the event that Guarantor receives any payment, distribution, or other value on account of any Subordinated Claim in violation of Section 6.1 of this Guaranty, whether received by Guarantor from Borrower, any trustee, receiver, liquidator, custodian, or similar official, or any other person or entity, Guarantor shall receive and hold the same in trust for the benefit of Lender, sh

ARTICLE VII — LENDER'S RIGHTS; NO IMPAIRMENT OF GUARANTY

Section 7.1 — Lender's Rights Lender may, at any time and from time to time, in Lender's sole and absolute discretion, without notice to or consent of Guarantor, and without in any way affecting, impairing, diminishing, releasing, or discharging the obligations of Guarantor under this Guaranty: (a) Amend, modify, supplement, extend, renew, restate, increase, decrease, or otherwise change any one or more of the terms,

Section 7.2 — Continuing Guaranty This Guaranty is a continuing guaranty of payment and performance and shall remain in full force and effect until the Indebtedness has been indefeasibly paid and satisfied in full and all of the Loan Documents have been fully terminated and released in accordance with their respective terms. This Guaranty shall not be discharged, in whole or in part, by the payment or satisfaction of

Section 7.3 — Reinstatement If at any time any payment or performance made by Borrower, Guarantor, or any other person or entity with respect to the Indebtedness is rescinded, voided, set aside, avoided, or otherwise required to be returned, refunded, repaid, or restored, whether pursuant to any bankruptcy, insolvency, or similar law, or as a result of any preference, fraudulent transfer, fraudulent conveyance, voida

ARTICLE VIII — EVENTS OF DEFAULT

Section 8.1 — Events of Default under Guaranty Each of the following events shall constitute an "Event of Default" under this Guaranty: (a) Failure to Pay. Guarantor's failure to make any payment required under this Guaranty within business days after written demand therefor by Lender; (b) Misrepresentation. Any representation or warranty made by Guarantor in this Guaranty, in any other Loan Document to which Guarant