AS IF THIS AGREEMENT WAS
NEVER ENTERED INTO. IN SUCH EVENT, THE LOAN, AND THE RIGHTS AND OBLIGATIONS OF
BORROWER WITH RESPECT THERETO, SHALL BE GOVERNED IN ALL RESPECTS BY THE TERMS
AND CONDITIONS SET FORTH IN THE ORIGINAL LOAN AGREEMENT. BORROWER EXPRESSLY
ACKNOWLEDGES, AGREES AND CONFIRMS THAT TIME IS OF THE UTMOST ESSENCE WITH
RESPECT TO THE EFFECTIVE DATE OCCURRING ON OR BEFORE AUGUST 30, 2005.
14.2 Release. IN ORDER TO INDUCE AGENT, LENDERS AND PARTICIPANTS TO ENTER
INTO THIS AGREEMENT, BORROWER ACKNOWLEDGES AND AGREES THAT: (i) BORROWER HAS NO
CLAIM OR CAUSE OF ACTION AGAINST AGENT, ANY LENDER OR ANY PARTICIPANT (OR ANY OF
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS); (ii) BORROWER HAS NO
OFFSET RIGHT, COUNTERCLAIM OR DEFENSE OF ANY KIND AGAINST ANY OF ITS
OBLIGATIONS, INDEBTEDNESS OR LIABILITIES TO AGENT, ANY LENDER OR ANY
PARTICIPANT; AND (iii) EACH OF AGENT, LENDERS AND PARTICIPANTS HAS HERETOFORE
PROPERLY PERFORMED AND SATISFIED IN A TIMELY MANNER ALL OF ITS OBLIGATIONS TO
BORROWER. BORROWER WISHES TO ELIMINATE ANY POSSIBILITY THAT ANY PAST CONDITIONS,
ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS WOULD IMPAIR OR OTHERWISE
ADVERSELY AFFECT AGENT'S, ANY OF LENDERS' OR ANY OF PARTICIPANTS' RIGHTS,
INTERESTS, CONTRACTS, COLLATERAL SECURITY OR REMEDIES.
88
THEREFORE, BORROWER UNCONDITIONALLY RELEASES, WAIVES AND FOREVER DISCHARGES
(A) ANY AND ALL LIABILITIES, OBLIGATIONS, DUTIES, PROMISES OR INDEBTEDNESS OF
ANY KIND OF AGENT, ANY LENDER OR ANY PARTICIPANT TO BORROWER, EXCEPT THE
OBLIGATIONS TO BE PERFORMED BY AGENT, ANY LENDER OR ANY PARTICIPANT ON OR AFTER
THE DATE HEREOF AS EXPRESSLY STATED IN THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AND (B) ALL CLAIMS, OFFSETS, CAUSES OF ACTION, SUITS OR DEFENSES OF
ANY KIND WHATSOEVER (IF ANY), WHETHER ARISING AT LAW OR IN EQUITY, WHETHER KNOWN
OR UNKNOWN, WHICH BORROWER MIGHT OTHERWISE HAVE AGAINST AGENT, ANY LENDER, ANY
PARTICIPANT OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS,
IN EITHER CASE (A) OR (B), ON ACCOUNT OF ANY PAST OR PRESENTLY EXISTING
CONDITION, ACT, OMISSION, EVENT, CONTRACT, LIABILITY, OBLIGATION, INDEBTEDNESS,
CLAIM, CAUSE OF ACTION, DEFENSE, CIRCUMSTANCE OR MATTER OF ANY KIND.
89
IN WITNESS WHEREOF, Borrower and Agent, for itself and as agent for each of
the Lenders, have caused this Agreement to be duly executed and delivered
effective as of the date first above written.
BORROWER:
SILVERLEAF RESORTS, INC., a Texas corporation
/S/ K Mikkelsen
By:
/S/ HARRY J. WHITE, JR.
Witness
Name:
Harry J. White, Jr.
Title:
CFO
STATE OF TEXAS
)
)
ss:
COUNTY OF DALLAS
)
The foregoing instrument was acknowledged before me this _8th___day of
_August___, 2005 by _Harry J. White, Jr._, ___CFO___of Silverleaf Resorts, Inc.,
a Texas corporation, on behalf of the Corporation.
/S/ PATRICIA PENNA
Commissioner of the Superior Court
Notary Public
My Commission Expires: 3/5/06
LENDER:
TEXTRON FINANCIAL CORPORATION,
a Delaware corporation
/S/ ELIZABETH M. ROOT
By:
/S/ JOHN D'ANNIBALE
Name: John D'Annibale
Title:
VP
STATE OF CONNECTICUT
)
)
ss:
COUNTY OF HARTFORD
)
The foregoing instrument was acknowledged before me this _9th___day of
___August___,