DETERMINES, IN ITS SOLE AND ABSOLUTE
DISCRETION, THAT EACH OF THE CONDITIONS SET FORTH IN Section 4 HEREOF, HAVE BEEN
SATISFIED. 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 RECEIVABLE LOAN AGREEMENT AND THE RESTATED INVENTORY
LOAN AGREEMENT, AS THE CASE MAY BE.
13.2 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 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 LENDER OR ANY PARTICIPANT; AND (iii) EACH OF LENDER AND ITS
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 LENDER'S OR ANY OF PARTICIPANTS'
RIGHTS, INTERESTS, CONTRACTS, COLLATERAL SECURITY OR REMEDIES. THEREFORE,
BORROWER UNCONDITIONALLY RELEASES, WAIVES AND FOREVER DISCHARGES (A) ANY AND ALL
LIABILITIES, OBLIGATIONS, DUTIES, PROMISES OR INDEBTEDNESS OF ANY KIND OF LENDER
OR ANY PARTICIPANT TO BORROWER, EXCEPT THE OBLIGATIONS TO BE PERFORMED BY 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 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.
93
IN WITNESS WHEREOF, Borrower and Lender 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
By:
/S/ HARRY J. WHITE, JR.
Name: Harry J. White, Jr.
Title: Chief Financial Officer
STATE OF TEXAS
)
)
ss:
COUNTY OF
DALLAS
)
The foregoing instrument was acknowledged before me this 23rd day of February,
2007 by Harry J. White, Jr. , CFO of Silverleaf Resorts, Inc., a Texas
corporation, on behalf of the Corporation.
/S/ MARGARETTE BYRD
Commissioner of the Superior Court
Notary Public
My Commission Expires: Nov. 22, 2007
LENDER:
TEXTRON FINANCIAL CORPORATION,
a Delaware corporation
/S/ LISA TOOMER
By:
/S/ JOHN D'ANNIBALE
Lisa Toomer
Name: John D'Annibale
Title: V.P.
STATE OF CONNECTICUT
)
)
ss:
COUNTY OF HARTFORD
)
The foregoing instrument was acknowledged before me this 26th day of February,
2007 by John D'Annibale, Vice President of TEXTRON FINANCIAL CORPORATION, a
Delaware corporation, on behalf of the