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WRITTEN CONSENT OF 

THE SUBSIDIARIES OF 

  LLC 

April 28, 2020 

The undersigned, being the sole member and manager of each of the entities set forth in Exhibit A 

   Company    Companies, in lieu of holding a meeting, hereby waives all 

notices, statutory or otherwise, and consent to and approve the following resolutions: 

WHEREAS, the undersigned has considered the circumstances of the business, assets and outstanding 

liabilities of each Company, and determined that a restructuring is necessary in order to maintain each 

Company as a going concern. 

NOW, THEREFORE, BE IT RESOLVED, that in the judgment of the undersigned, it is desirable and 

in the best interests of each Company, its creditors, and other interested parties that a petition be filed by each 

               

                  

RESOLVED FURTHER, that each of Maxwell Piet, John S. Castle and Eric Korsten (each, an 

               

Company to execute, verify and file all petitions, schedules, lists, and other papers or documents, and to take 

and perform any and all further actions and steps that such Authorized Person deems necessary, desirable and 

               

and 

RESOLVED FURTHER, that subject to the Bankruptcy Code, and otherwise applicable law, each 

Authorized Person shall have all of the right, power and authority to manage and direct the business and affairs 

of each Company and to do any and all acts on behalf and in the name of each Company that are necessary or 

convenient to or in furtherance of any decisions within the scope of his authority and any and all actions that 

are related or incidental to the accomplishment of such actions, all without the consent of any other person or 

entity, including but not limited to the following: (i) the determination and implementation of an overall 

strategy in the Chapter 11 Case; (ii) the direction and administration of the Chapter 11 Case and the hiring and 

di              

Company at all times during the pendency of the Chapter 11 Case, (iv) the development and adoption of any 

plan of restructuring or plan of liquidation for each Company, (v) the day-to-day responsibilities of each 

Company at all times during the pendency of the Chapter 11 Case; (vi) any process to market and sell each 

             and the undertaking of 

related financing transactions, including the use of cash collateral, with such lenders and on such terms as may 

be reasonably necessary for the continuing conduct of the affairs of each Company and the paying of related 

fees and gra                

as may be deemed necessary by such Authorized Person in connection with such borrowings; (viii) making any 

other decisions or performing any other such acts consistent with operating each Company in the Chapter 11 

Case and prosecuting the Chapter 11 Case to a successful conclusion; (ix) any and all action necessary or 

convenient to or in furtherance of any of the foregoing; and (x) any and all actions related or incidental to the 

accomplishment of any of the foregoing, in each case without the consent of any other person or entity. 

WHEREAS, each Company will require the services of legal, financial, restructuring, and other 

professionals during the Chapter 11 Case; and 

Case 20-14845-EPK Doc 1 Filed 04/29/20 Page 8 of 20
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WHEREAS, it is in the best interests of each Company, its creditors, and other interested parties to 

obtain debtor-in-possession financing in furtherance of the Chapter 11 Case. 

NOW, THEREFORE, BE IT RESOLVED, that each Authorized Person is hereby authorized, 

empowered and directed on behalf and in the name of each Company to execute appropriate retention 

agreements, pay appropriate retainers prior to and immediately upon the filing of the Chapter 11 Case; 

RESOLVED FURTHER, that each Authorized Person is hereby authorized, empowered and directed 

                  

bankruptcy counsel to represent and assist each Company in carrying out its duties under chapter 11 of the 

B                

and each Authorized Person is hereby authorized, empowered and directed on behalf and in the name of each 

Company to execute appropriate retention agreements, pay appropriate retainers prior to and immediately upon 

the filing of the Chapter 11 Case, and to cause to be filed an appropriate application for authority to retain the 

services of Akerman; 

RESOLVED FURTHER, that each Authorized Person is hereby authorized, empowered and directed 

on behalf and in the name of each Company to employ any other professionals necessary to assist each 

Company in carrying out its duties under the Bankruptcy Code; and in connection therewith, each Authorized 

Person is hereby authorized, empowered and directed on behalf and in the name of each Company to execute 

appropriate retention agreements, pay appropriate retainers prior to or immediately upon the filing of the 

Chapter 11 Case and cause to be filed appropriate applications with the Bankruptcy Court for authority to 

retain the services of any other professionals, as necessary, and on such terms as are deemed necessary, 

desirable and proper; 

RESOLVED FURTHER, that each Authorized Person is hereby authorized, empowered and directed 

on behalf and in the name of each Company to obtain post-petition financing according to terms which may be 

negotiated by the management of each Company, including under debtor-in-possession credit facilities or the 

use of cash collateral; and to enter into any guaranties and to pledge and grant liens on its assets as may be 

contemplated by or required under the terms of such post-petition financing or cash collateral agreement; and 

in connection therewith, each Authorized Person is hereby authorized, empowered and directed on behalf and 

in the name of each Company to execute appropriate loan agreements, cash collateral agreements and related 

ancillary documents; 

RESOLVED FURTHER, that each Authorized Person is hereby authorized, empowered and directed 

on behalf of and in the name of each Company to seek the highest and best value for the assets of each 

Company, including (a) marketing each Company, its business and its assets, (b) identifying appropriate third 

party purchasers, strategic and financial, (c) negotiating the terms and conditions of, and entering into one or 

more appropriate letters of intent, term sheets, or purchase and sale agreements in respect of the assets of each 

Company or a chapter 11 plan, (d) obtaining any orders, consents or approvals of the Bankruptcy Court and 

other third parties necessary or appropriate to carry out the transactions contemplated by such agreements or 

documents, and (e) taking any other actions reasonably necessary in connection therewith; 

RESOLVED FURTHER, that each Authorized Person is hereby authorized, empowered and directed 

on behalf and in the name of each Authorized Person to take any and all actions, to execute, deliver, certify, 

file and/or record and perform any and all documents, agreements, instruments, motions, affidavits, 

applications for approvals or rulings of governmental or regulatory authorities or certificates and to take any 

and all actions and steps deemed by such Authorized Person to be necessary or desirable to carry out the 

purpose and intent of each of the foregoing resolutions and to effectuate a successful Chapter 11 Case; and 

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 3 

RESOLVED FURTHER, that any and all actions heretofore taken by any Authorized Person on behalf 

and in the name of any Company in furtherance of the purpose and intent of any or all of the foregoing 

resolutions be, and hereby are, ratified, confirmed, and approved in all respects. 

FURTHER RESOLVED, that any party receiving an executed copy, a facsimile or an electronic 

transmission by e-mail, or similar medium in portable document format or comparable format which contains 

an electronic image of the document and requisite signatures, of these resolutions may rely hereon; and 

FURTHER RESOLVED, that this Written Consent may be executed in one or more counterparts and 

all of such counterparts shall collectively constitute an original consent. 

* * * * * 

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Case 20-14845-EPK Doc 1 Filed 04/29/20 Page 11 of 20
Exhibit A 

Subsidiaries 

# Subsidiary Type and Jurisdiction of Organization

1 TooJays Bakery & Commissary, L.L.C. Florida LLC

2 TooJays Palm Beach, L.L.C. Florida LLC

3 TooJays Lake Worth, L.L.C. Florida LLC

4 TooJays Jupiter, L.L.C. Florida LLC

5 TooJays Polo, L.L.C. Florida LLC

6 TooJays Stuart, L.L.C. Florida LLC

7 TooJays Altamonte, L.L.C. Florida LLC

8 TooJays of West Boca, L.L.C. Florida LLC

9 TooJays Colonial, L.L.C. Florida LLC

10 TooJays at Dr. Phillips, L.L.C. Florida LLC

11 TooJays Vero, L.L.C Florida LLC

12 TooJays of Lake Mary, LLC Florida LLC

13 TooJays Waterford Lakes, L.L.C. Florida LLC

14 TooJays Coral Springs, L.L.C. Florida LLC

15 TooJays of Sarasota, L.L.C. Florida LLC

16 TooJays Plantation, L.L.C. Florida LLC

17 TooJays Glades, L.L.C. Florida LLC

18 TooJays of The Villages, L.L.C. Florida LLC

19 TooJays Downtown Gardens, L.L.C. Florida LLC

20 TooJays VLG II, L.L.C. Florida LLC

21 TooJays of Ocoee, L.L.C. Florida LLC

22 TooJays.com, L.L.C. Florida LLC

23 TooJays of Lakeland, L.L.C. Florida LLC

24 TooJays Downtown Tampa, L.L.C. Florida LLC

25 TooJays Villages III, L.L.C. Florida LLC

26 TooJays Hallandale, L.L.C. Florida LLC

27 TooJays West Palm Beach, L.L.C. Florida LLC

28 TooJays Wellington Commons, L.L.C. Florida LLC

29 TooJays Boynton Oakwood Square, LLC Florida LLC

30 TooJays Pembroke Pines, L.L.C. Florida LLC

31 TooJays Naples, LLC Florida LLC

32 TooJays N Ft. Lauderdale, L.L.C. Florida LLC

33 TooJays Dania Beach, L.L.C. Florida LLC

Case 20-14845-EPK Doc 1 Filed 04/29/20 Page 12 of 20
Debtor name TOOJAY’S COLONIAL, L.L.C. 

United States Bankruptcy Court for the: SOUTHERN DISTRICT OF

FLORIDA 

Case number (if known): 

Fill in this information to identify the case: 

 Check if this is an 

amended filing

Official Form 204 

Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and 

Are Not Insiders 12/15

A list of creditors holding the 20 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which 

the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not 

include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor 

among the holders of the 20 largest unsecured claims. 

Name of creditor and 

complete mailing address, 

including zip code 

Name, telephone number 

and email address of 

creditor contact 

Nature of claim (for 

example, trade debts, 

bank loans, 

professional services, 

and government 

contracts)

Indicate if claim 

is contingent, 

unliquidated, or 

disputed 

Amount of claim 

If the claim is fully unsecured, fill in only unsecured claim amount. If 

claim is partially secured, fill in total claim amount and deduction for 

value of collateral or setoff to calculate unsecured claim. 

Total claim, if 

partially secured 

Deduction for value 

of collateral or setoff 

Unsecured claim 

Monroe Private 

Credit Fund A LP 

c/o Monroe Capital 

LLC 

Attn: TooJay's 

Portfolio Manager 

331 S. Wacker Dr.; 

Ste 6400 

Chicago, IL 60606 

Unliquidated $6,500,000.00

Monroe Capital 

Private Credit Fund 

III L 

c/o Monroe Capital 

LLC 

331 S. Wacker Dr., 

Ste 6400 

Chicago, IL 60606 

Unliquidated $5,616,143.24

Monroe Capital 

Corporation c/o 

Monroe Capital 

LLC 

Attn: Toojay's 

Portfolio Manager 

331 S. Wacker 

Dr., Suite 6400 

Chicago, IL 60606 

Unliquidated $4,136,363.63

Brookside

Mezzanine Fund III, 

L.P. 

c/o Gregory Foy 

Brookside 

Mezzanine Partners 

201 Tresser Blvd., 

Suite 330 Stamford, 

CT 06901 

Unliquidated $3,632,618.00

Official form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims page 1 

Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com Best Case Bankruptcy 

Case 20-14845-EPK Doc 1 Filed 04/29/20 Page 13 of 20
Debtor TOOJAY’S COLONIAL, L.L.C. Case number (if known) 

Name 

Name of creditor and 

complete mailing address, 

including zip code 

Name, telephone number 

and email address of 

creditor contact 

Nature of claim (for 

example, trade debts, 

bank loans, 

professional services,

Indicate if claim 

is contingent, 

unliquidated, or 

disputed 

Amount of claim 

If the claim is fully unsecured, fill in only unsecured claim amount. If 

claim is partially secured, fill in total claim amount and deduction for 

value of collateral or setoff to calculate unsecured claim. 

Total claim, if 

partially secured 

Deduction for value 

of collateral or setoff 

Unsecured claim 

Brookside

Mezzanine Fund II, 

L.P. 

c/o Gregory Foy 

Brookside 

Mezzanine Partners 

201 Tresser Blvd.; 

Suite 330 

Stamford, CT 06901 

Unliquidated $3,632,618.00

Monroe Capital 

Private Credit Fund I 

LP 

c/o Monroe Capital 

LLC 

Attn: TooJay's 

Portfolio Manager 

331 S. Wacker Dr.; 

Ste 6400 

Chicago, IL 60606 

Unliquidated $3,545,454.55

Monroe Capital 

Private Credit Fund 

II LP 

c/o Monroe Capital 

LLC 

Attn: TooJay's 

Portfolio Manager 

331 S. Wacker 

Dr., Suite 6400 

Chicago, IL 60606 

Unliquidated $3,121,284.51

Monroe Capital 

Private Credit Fund 

III 

(Unleverage) LP 

c/o Monroe Capital 

LLC 

331 S. Wacker Dr., 

Ste 6400 

Chicago, IL 60606 

Unliquidated $1,474,765.85

MC Financing SPV I, 

LLC 

c/o Monroe Capital 

LLC 

Attn: TooJay's 

Portfolio Manager 

331 S. Wacker Dr.; 

Suite 6400 

Chicago, IL 60606 

Unliquidated $1,181,818.19

Official form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims page 2 

Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com Best Case Bankruptcy 

Case 20-14845-EPK Doc 1 Filed 04/29/20 Page 14 of 20
Debtor TOOJAY’S COLONIAL, L.L.C. Case number (if known) 

Name 

Name of creditor and 

complete mailing address, 

including zip code 

Name, telephone number 

and email address of 

creditor contact 

Nature of claim (for 

example, trade debts, 

bank loans, 

professional services,

Indicate if claim 

is contingent, 

unliquidated, or 

disputed 

Amount of claim 

If the claim is fully unsecured, fill in only unsecured claim amount. If 

claim is partially secured, fill in total claim amount and deduction for 

value of collateral or setoff to calculate unsecured claim. 

Total claim, if 

partially secured 

Deduction for value 

of collateral or setoff 

Unsecured claim 

Monroe Capital 

Private Credit Fund 

II 

(Unleveraged) LP 

c/o Monroe Capital 

331 S. Wacker Dr., 

Ste 6400 

Chicago, IL 60606 

Unliquidated $424,170.03

Weingarten 

Realty Investors 

P.O. Box 924133 

Houston, TX 

77292 

Alex Evans 

(407) 563-1131 

aevans@weingarten.com 

Unliquidated $

Official form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims page 3 

Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 20-14845-EPK Doc 1 Filed 04/29/20 Page 15 of 20
Case 20-14845-EPK Doc 1 Filed 04/29/20 Page 16 of 20
Case 20-14845-EPK Doc 1 Filed 04/29/20 Page 17 of 20
Brookside Mezzanine Fund II, L.P. 

c/o Gregory Foy 

Brookside Mezzanine Partners 

201 Tresser Blvd.; Suite 330 

Stamford, CT 06901 

Brookside Mezzanine Fund II, LP 

c/o Choate, Hall & Stewart LLP 

Attn: Andrew J. Hicky, Esq. 

Two International Place 

Boston, MA 02110 

Brookside Mezzanine Fund III, L.P. 

c/o Gregory Foy 

Brookside Mezzanine Partners 

201 Tresser Blvd., Suite 330 

Stamford, CT 06901 

Brookside Mezzanine Fund III, L.P. 

c/o Choate, Hall & Stewart LLP 

Attn: Andrew J. Hicky, Esq. 

Two International Place 

Boston, MA 02110 

MC Financing SPV I, LLC 

c/o Monroe Capital LLC 

Attn: TooJay's Portfolio Manager 

331 S. Wacker Dr.; Suite 6400 

Chicago, IL 60606 

MC Financing SPV I, LLC 

c/o Much Shlist, P.C. 

Attn: J. Eric Guth 

191 N. Wacker Dr.; Sutie 1800 

Chicago, IL 60606 

Monroe Capital Corporation 

c/o Monroe Capital LLC 

Attn: Toojay's Portfolio Manager 

331 S. Wacker Dr., Suite 6400 

Chicago, IL 60606 

Case 20-14845-EPK Doc 1 Filed 04/29/20 Page 18 of 20
Monroe Capital Corporation 

c/o Much Shelist, P.C. 

191 North Wacker Drive 

Suite 1800 

Chicago, IL 60606 

Monroe Capital Private Credit Fund I LP 

c/o Monroe Capital LLC 

Attn: TooJay's Portfolio Manager 

331 S. Wacker Dr.; Ste 6400 

Chicago, IL 60606 

Monroe Capital Private Credit Fund I LP 

c/o Much, Shlist, P.C. 

Attn: J. Eric Guth 

191 N. Wacker Dr.; Suite 1800 

Chicago, IL 60606 

Monroe Capital Private Credit Fund II 

Unleveraged) LP 

c/o Monroe Capital 

331 S. Wacker Dr., Ste 6400 

Chicago, IL 60606 

Monroe Capital Private Credit Fund II 

Unleveraged) LP 

c/o Much Shelist, P.C. 

191 N. Wacker Dr., Ste 1800 

Chicago, IL 60606 

Monroe Capital Private Credit Fund II LP 

c/o Monroe Capital LLC 

Attn: TooJay's Portfolio Manager 

331 S. Wacker Dr., Suite 6400 

Chicago, IL 60606 

Monroe Capital Private Credit Fund II LP 

c/o Much Shelist, P.C. 

Attn: J. Eric Guth 

191 N. Wacker Dr., Suite 1800 

Chicago, IL 60606 

Monroe Capital Private Credit Fund III Unleverage) LP 

c/o Monroe Capital LLC 

331 S. Wacker Dr., Ste 6400 

Chicago, IL 60606 

Case 20-14845-EPK Doc 1 Filed 04/29/20 Page 19 of 20
Monroe Capital Private Credit Fund III 

Unleveraged) LP 

c/o Much Shelist, P.C. 

191 N. Wacker Dr.; Ste 1800 

Chicago, IL 60606 

Monroe Capital Private Credit Fund III L 

c/o Monroe Capital LLC 

331 S. Wacker Dr., Ste 6400 

Chicago, IL 60606 

Monroe Capital Private Credit Fund III L 

c/o Much Shelist, P.C. 

Attn: J. Eric Guth 

191 N. Wacker Dr., Ste 1800 

Chicago, IL 60606 

Monroe Private Credit Fund A LP 

c/o Monroe Capital LLC 

Attn: TooJay's Portfolio Manager 

331 S. Wacker Dr.; Ste 6400 

Chicago, IL 60606 

Monroe Private Credit Fund A LP 

c/o Much Shlist, P.C. 

Attn: J. Eric Guth 

191 N. Wacker Dr.; Ste 1800 

Chicago, IL 60606 

Weingarten Realty Investors 

P.O. Box 924133 

Houston, TX 77292

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