Extract to table

This Unanimous Written Consent (this "Consent") shall be effective as of the date on which the last undersigned director executes and delivers this Consent, and shall have the same force and effect as if adopted at a duly called and held special meeting of the Board at which all directors were present and voting

The Guaranty Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law principles

The execution and delivery of the Guaranty Agreement in substantially the form reviewed by the Board, with such changes, modifications, and amendments thereto as the authorized signatories executing the same shall approve, such approval to be conclusively evidenced by such officer's execution thereof, is hereby authorized and approved in all respects

Resolution 2 — Approval of the Environmental Indemnity Agreement RESOLVED, that the Company is hereby authorized, empowered, and directed to execute and deliver the Environmental Indemnity Agreement in favor of Pinnacle Atlantic Capital, LLC, as Lender, together with Coral Palms Resort Holdings LLC, as Borrower, indemnifying the Lender and its successors, assigns, participants, and servicers with respect to environmental matters, hazardous substances, and environmental liabilities relating to the Property, in substantially the form reviewed by the Board, with such changes, modifications, and amendments thereto as the authorized signatories executing the same shall approve, such approval to be conclusively evidenced by such officer's execution thereof

Any one (1) of the foregoing officers, acting individually and alone, without the joinder of the other, shall have full power and authority to execute and deliver the foregoing documents and instruments on behalf of the Company and to bind the Company thereby

The signature of any one such authorized officer shall be sufficient and conclusive evidence of the Company's authorization to execute and deliver any such document