Loan Documents. Nothing contained herein shall in any way
prejudice, impair or otherwise adversely affect any rights or remedies of the
Agent and the Banks under the Credit Agreement or any other Loan Document.
5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which taken together shall constitute one agreement.
6. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the successors and permitted assigns of the parties hereto.
7. Governing Law. THIS AMENDMENT AND EACH OF THE OTHER LOAN DOCUMENTS,
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS
OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF SAID STATE OF NEW YORK. THE BORROWER AGREES
THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AMENDMENT OR ANY OF THE OTHER LOAN
DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL
COURT SITTING THEREIN AND CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT
AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT
THE ADDRESS SPECIFIED IN §18 OF THE CREDIT AGREEMENT. THE BORROWER HEREBY WAIVES
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR
ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date first above written.
BORROWER:
SILVERLEAF RESORTS, INC.
By: /S/ HARRY J. WHITE, JR.
Name: Harry J. White, Jr.
Title: CFO
AGENT AND BANK:
SOVEREIGN BANK
By: /S/ JOHN BAER
Name: John Baer
Title: Vice President
Exhibits attached to Agreement and not filed herewith:
Exhibit A: Schedule 1.1(f) Negative Pledges
Exhibit B: Schedule 1.1(g) CapitalSource Documents
Exhibit C: Schedule 1.1(h) Resort Funding Documents
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