07-25-19 - BOARD BOOK

($31,319,334.00) to pay off the BOA Loan and to renovate the Frenchman’s Creek Clubhouse and execute any and all Transaction Documents and in connection therewith: The WF Loans shall be evidenced by (i) a Revolving Line of Credit Note in the original principal amount of up to Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00);(ii) a Reducing Revolving Promissory Note in the original principal amount of up to Twenty Seven Million Five Hundred Thousand and 00/100 Dollars ($27,500,000.00); and (iii) a Term Note in the original principal amount of up to One Million Three Hundred Nineteen Thousand Three Hundred Thirty Four and 00/100 Dollars ($1,319,334), all secured by (a) a Construction Loan Agreement; (b) an Agreement Not to Encumber or Transfer;- (c) a Security Agreement; (c) an Assignment of Architect’s Contract, Plans and Specifications; (e) an Assignment of Engineer’s Contract, Plans and Specifications; (f) an Assignment of Construction Contract;-(g) a Collateral Assignment of Assessments and Home Turnover Net Proceeds; (h) a State of Florida Uniform Commercial Code Financing Statement Form (UCC-1); (i) an Insurance Anti-Coercion Statement; (j) a No Representation Certificate, Cooperation Agreement; and (k) a Borrower’s Affidavit (the foregoing collectively “Loan Documents”). Such UCC-1 Financing Statement to be evidence that Lender has a valid first lien against all business assets, assessments and the first seven home sales or resales in the amount of $805,000 annually as more particularly described in (a) the Security Agreement, (b) the Collateral Assignment of Assessments, and (c) the Home Turnover Net Proceeds. Capitalized terms used herein shall have the meaning ascribed to such terms in that certain Security Agreement, Collateral Assignment of Assessments, and Home Turnover Net Proceeds by and between Debtor and Secured Party. That each agreement or document governing or evidencing the Transaction Documents, all in such forms as may be negotiated, approved, delivered, modified, and amended by the Board of Governors and executed by the Authorized Officers, and/or taking of any such action by an Authorized Officers in connection therewith are hereby approved; That, as security for the obligations of the Corporation arising under or in connection with any Swap Documents, including the taking of any such action, each Authorized Officer, acting singly, be and hereby is, authorized in the name and on behalf of the Corporation to grant a security interest in, transfer, pledge or otherwise hypothecate to the Lender any personal property (including, without limitation, accounts and revenues) belonging to or under the control of the Corporation, and to execute and deliver to the Lender any and all security agreements and collateral documents (including, without limitation, credit support annexes, indentures, account control agreements and financing statements), and such other agreements and documents as the Lender may request in connection with such security or for the perfection thereof (each of the foregoing, a “ Collateral Document”); That each Collateral Document, including, without limitation, any and all schedules, supplements, annexes, exhibits or certificates, and any and all amendments or modifications thereto or restatements thereof, be and hereby is, approved in such form and upon such terms as the Authorized Officer shall approve, such approval to be conclusively evidenced by execution thereof by the Authorized Officer; FURTHER, RESOLVED, that two (2) of the three (3) Authorized Officers be and hereby are authorized, empowered, and directed, in the name of and on behalf of the Corporation, to (i) execute and deliver any and all of the Transaction Documents in the forms and upon such terms as the foregoing shall approve and (ii) to take any and all other action that may be necessary, appropriate, or 1. 2. 3. 4.

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