Common use of Approval of Documents Prior to Closing Date Clause in Contracts

Approval of Documents Prior to Closing Date. Borrower has delivered to Lender (with copies to Lender's counsel), at least fifteen (15) Business Days prior to the Closing Date, and Lender has reviewed and approved, at least five (5) Business Days prior to the Closing Date, the form and content of all of the items specified in Section 4.1(d)(i) through (vi) below (the "SUBMISSIONS"). Lender shall have the right to review and approve any changes to the form of any of the Submissions. If Lender disapproves of any changes to any of the Submissions, Lender shall have the right to require Borrower either to cure or correct the defect objected to by Lender or to elect not to fund the Loan or any Advance. Under no circumstances shall Lender's failure to approve or disapprove a change to any of the Submissions be deemed to be an approval of such Submissions. All of the Submissions were and shall be prepared at Borrower's sole cost and expense, unless expressly stated to be an obligation and expense of Lender. Lender shall have the right of prior approval of any Person responsible for preparing a Submission ("PREPARER") and may disapprove any Preparer in its sole discretion, for any reason, including without limitation, that Lender believes that the experience, skill, reputation or other aspect of the Preparer is unsatisfactory in any respect. All Submissions required pursuant to this Agreement shall be addressed to Lender and include the following language: "THE UNDERSIGNED ACKNOWLEDGES THAT TEXTRON FINANCIAL CORPORATION IS RELYING ON THE WITHIN INFORMATION IN CONNECTION WITH ITS DETERMINATION TO MAKE A LOAN TO SILVERLEAF RESORTS, INC. IN CONNECTION WITH THE SUBJECT COLLATERAL." (i) A certificate in the form attached as Exhibit A, to be dated as of the Closing Date and signed by the president, vice president, or secretary of the Borrower, certifying that the conditions specified in Sections (a), (b) and (c) above are true; (i) Copies of any amendments to the articles of incorporation of Borrower not previously delivered to the Lender, certified to be true and complete by Borrower and the Secretary of State of the State of Texas and a current certificate of good standing for Borrower, and copies of any amendments to the by-laws of Borrower not previously delivered to the Lender, certified to be true, correct and complete by the secretary or assistant secretary of Borrower;

Approval of Documents Prior to Closing Date. Borrower has delivered to Lender (with copies to Lender's counsel), at least fifteen (15) Business Days prior to the Closing Date, and Lender has reviewed and approvedapproved in its sole discretion, at least five (5) Business Days prior to the Closing Date, the form and content of all of the items specified in Section 4.1(d)(iSubsections (i) through (viiv) below (the "SUBMISSIONS"). Lender shall have the right to review and approve any changes to the form of any of the Submissions. If Lender disapproves of any changes to any of the Submissions, Lender shall have the right to require Borrower either to cure or correct the defect objected to by Lender or to elect not to fund the Loan or any AdvanceLender. Under no circumstances shall Lender's failure to approve or disapprove a change to any of the Submissions be deemed to be an approval of such Submissions. All of the Submissions were and shall be prepared at Borrower's sole cost and expense, unless expressly stated to be an obligation and expense of Lender. Lender shall have the right of prior approval of any Person responsible for preparing a Submission ("PREPARER") and may disapprove any Preparer in its sole discretion, for any reason, including without limitation, Borrower acknowledges that Lender believes that the experience, skill, reputation or other aspect will not enter into this Sixth Amendment unless all of the Preparer is unsatisfactory in any respect. All Submissions required pursuant to this Agreement shall be addressed to Lender and include following conditions precedent are satisfied by the following language: "THE UNDERSIGNED ACKNOWLEDGES THAT TEXTRON FINANCIAL CORPORATION IS RELYING ON THE WITHIN INFORMATION IN CONNECTION WITH ITS DETERMINATION TO MAKE A LOAN TO SILVERLEAF RESORTS, INC. IN CONNECTION WITH THE SUBJECT COLLATERALClosing Date." (i) A certificate in the form attached as Exhibit A, EXHIBIT B to be dated as of the Closing Date and signed by the president, vice president, or secretary of the Borrower, certifying that the conditions specified in Sections (a), (b) and (c) above are true; (iii) Copies of any amendments to the articles of incorporation incorporation/charter and bylaws of Borrower not previously delivered to the Lender, certified to be true true, correct and complete by Borrower and the Secretary of State of the State of Texas and current certificates of good standing for Borrower for the State of Texas and states where the Resorts are located, a current certificate of good standing for Borrower, and copies authority to conduct business by the Secretary of any amendments to State in each state in which Borrower conducts business; (iii) A certificate of the by-laws Secretary of Borrower not previously delivered certifying the adoption by the Board of Directors of Borrower of a resolution authorizing Borrower to enter into and execute this Sixth Amendment and all such documents requested by Lender in the Lender, certified to be true, correct and complete by form attached hereto as EXHIBIT C; and (iv) A certificate of the secretary or assistant secretary of Borrower;Borrower certifying the incumbency, and verifying the authenticity of the signatures, of the specified officers of Borrower authorized to sign this Sixth Amendment and all such documents requested by Lender in the form attached hereto as EXHIBIT D.

Approval of Documents Prior to Closing Date. Borrower has delivered to Lender (with copies to Lender's counsel), at least fifteen (15) Business Days prior to the Closing Date, and Lender has reviewed and approvedapproved in its sole discretion, at least five (5) Business Days prior to the Closing Date, the form and content of all of the items specified in Section 4.1(d)(iSubsections (i) through (viiv) below (the "SUBMISSIONSSubmissions"). Lender shall have the right to review and approve any changes to the form of any of the Submissions. If Lender disapproves of any changes to any of the Submissions, Lender shall have the right to require Borrower either to cure or correct the defect objected to by Lender or to elect not to fund any Advance under the Loan or any AdvanceReceivables Loan. Under no circumstances shall Lender's failure to approve or disapprove a change to any of the Submissions be deemed to be an approval of such Submissions. All of the Submissions were and shall be prepared at Borrower's sole cost and expense, unless expressly stated to be an obligation and expense of Lender. Lender shall have the right of prior approval of any Person responsible for preparing a Submission ("PREPARER") and may disapprove any Preparer in its sole discretion, for any reason, including without limitation, that Lender believes that the experience, skill, reputation or other aspect of the Preparer is unsatisfactory in any respect. All Submissions required pursuant to this Agreement shall be addressed to Lender and include the following language: "THE UNDERSIGNED ACKNOWLEDGES THAT TEXTRON FINANCIAL CORPORATION IS RELYING ON THE WITHIN INFORMATION IN CONNECTION WITH ITS DETERMINATION TO MAKE A LOAN TO SILVERLEAF RESORTS, INC. IN CONNECTION WITH THE SUBJECT COLLATERAL." (i) A certificate in the form attached as Exhibit A, B to be dated as of the Closing Date and signed by the president, vice president, or secretary of the Borrower, certifying that the conditions specified in Sections (a), (b) and (c) above are true; (iii) Copies of any amendments to the articles of incorporation incorporation/charter and bylaws of Borrower not previously delivered to the Lender, certified to be true true, correct and complete by Borrower and the Secretary of State of the State of Texas and current certificates of good standing for Borrower for the State of Texas and states where the Resorts are located, a current certificate of good standing for Borrower, and copies authority to conduct business by the Secretary of any amendments to State in each state in which Borrower conducts business; (iii) A certificate of the by-laws Secretary of Borrower not previously delivered certifying the adoption by the Board of Directors of Borrower of a resolution authorizing Borrower to enter into and execute this Third Amendment and all such documents requested by Lender in the Lender, certified to be true, correct and complete by form attached hereto as EXHIBIT C; and (iv) A certificate of the secretary or assistant secretary of Borrower;Borrower certifying the incumbency, and verifying the authenticity of the signatures, of the specified officers of Borrower authorized to sign this Third Amendment and all such documents requested by Lender in the form attached hereto as EXHIBIT D.

Approval of Documents Prior to Closing Date. Borrower has delivered to Lender Agent (with copies to LenderAgent's counsel), at least fifteen (15) Business Days prior to the Closing Date, and Lender Agent has reviewed and approved, at least five (5) Business Days prior to the Closing Date, the form and content of all of the items specified in Section Subsection 4.1(d)(i) through (vi) below (the "SUBMISSIONSSubmissions"). Lender Agent shall have the right to review and approve any changes to the form of any of the Submissions. If Lender Agent disapproves of any changes to any of the Submissions, Lender Agent shall have the right to require Borrower either to cure or correct the defect objected to by Lender Agent or to elect not to fund the Loan or any Advance. Under no circumstances shall LenderAgent's failure to approve or disapprove a change to any of the Submissions be deemed to be an approval of such Submissions. All of the Submissions were and shall be prepared at Borrower's sole cost and expense, unless expressly stated to be an obligation and expense of LenderAgent. Lender Agent shall have the right of prior approval of any Person responsible for preparing a Submission ("PREPARERPreparer") and may disapprove any Preparer in its sole discretion, for any reason, including without limitation, that Lender Agent believes that the experience, skill, reputation or other aspect of the Preparer is unsatisfactory in any respect. All Submissions required pursuant to this Agreement shall be addressed to Lender Agent and include the following language: "THE UNDERSIGNED ACKNOWLEDGES THAT TEXTRON FINANCIAL CORPORATION AS AGENT FOR EACH LENDER IS RELYING ON THE WITHIN INFORMATION IN CONNECTION WITH ITS DETERMINATION TO MAKE A LOAN TO SILVERLEAF RESORTS, INC. IN CONNECTION WITH THE SUBJECT COLLATERAL." (i) A certificate in the form attached as Exhibit A, to be dated as of the Closing Date and signed by the president, vice president, or secretary of the Borrower, certifying that the conditions specified in Sections (a4.1(a), (b) and (c) above are true; (iii) Copies of any amendments to the articles of incorporation of Borrower not previously delivered to the LenderAgent, certified to be true and complete by Borrower and the Secretary of State of the State of Texas and a current certificate of good standing for Borrower, and copies of any amendments to the by-laws of Borrower not previously delivered to the LenderAgent, certified to be true, correct and complete by the secretary or assistant secretary of Borrower; (iii) a certificate of the Secretary of the Borrower certifying the adoption by the Board of Directors of the Borrower of a resolution authorizing Borrower to enter into and execute this Agreement, the Notes, and the other Loan Documents, to borrow the Loan from Lenders, and to grant to Lenders a first priority security interest in and to the Collateral; (iv) a certificate of the secretary or assistant secretary of Borrower certifying the incumbency, and verifying the authenticity of the signatures, of the specified officers of Borrower authorized to sign the Agreement, the Note and the other Loan Document; (v) Copies or other evidence of all loans to Borrower from any officers, shareholders, or Affiliates of Borrower not previously delivered to the Agent; and (vi) Commitment to issue Mortgagee Title Policies (as defined below) from the Title Company (as defined below).

Approval of Documents Prior to Closing Date. Except as otherwise waived in writing by TFC in its sole and absolute discretion, Borrower has delivered to Lender TFC (with copies to LenderTFC's counsel), at least fifteen five (155) Business Days prior to the Closing Date, and Lender TFC has reviewed and approved, at least five (5) Business Days prior to the Closing Date, the form and content of all of the items specified in Section Subsection 4.1(d)(i) through (vixxvi) below (the "SUBMISSIONSSubmissions"). Lender TFC shall have the right to review and approve any changes to the form of any of the Submissions. If Lender TFC disapproves of any changes to any of the Submissions, Lender TFC shall have the right to require Borrower either to cure or correct the defect objected to by Lender TFC or to elect not to fund the Loan or any Advance. Under no circumstances shall LenderTFC's failure to approve or disapprove a change to any of the Submissions be deemed to be an approval of such Submissions. All of the Submissions were and shall be prepared at Borrower's sole cost and expense, unless expressly stated to be an obligation and expense of Lender. Lender TFC shall have the right of prior approval of any Person responsible for preparing a Submission ("PREPARERPreparer") and may disapprove any Preparer in its sole discretion, for any reason, including without limitation, that Lender TFC believes that the experience, skill, reputation or other aspect of the Preparer is unsatisfactory in any respect. All Submissions required pursuant to this Agreement shall be addressed to Lender TFC and include the following language: "THE UNDERSIGNED ACKNOWLEDGES THAT TEXTRON FINANCIAL CORPORATION AS AGENT FOR EACH LENDER IS RELYING ON THE WITHIN INFORMATION IN CONNECTION WITH ITS DETERMINATION TO MAKE A LOAN TO SILVERLEAF RESORTSBLUEGREEN VACATIONS UNLIMITED, INC. ., IN CONNECTION WITH THE SUBJECT COLLATERAL." (i) A certificate in the form attached as Exhibit AJ, to be dated as of the Closing Date and signed by the president, vice president, or secretary of the each Borrower, certifying that the conditions specified in Sections (a4.1(a), (b) and (c) above are true; (iii) Copies of any amendments to the articles of incorporation of each Borrower not previously delivered to the Lendertogether with any amendments thereto, currently certified to be true and complete by each Borrower and the Secretary of State of the State States of Texas Florida and Massachusetts, as applicable, and a current certificate of good standing for each Borrower, and copies of any amendments to the by-laws of Borrower not previously delivered to the Lendereach Borrower, certified to be true, correct and complete by the secretary or assistant secretary of each Borrower; (iii) A certificate of the Secretary of each Borrower certifying the adoption by the Board of Directors of such Borrower of a resolution authorizing such Borrower to enter into and execute this Agreement, the Notes and the other Loan Documents, to borrow the Loan from Lenders, and to grant to Lenders a first priority security interest in and to the Collateral; (iv) A certificate of the secretary or assistant secretary of each Borrower certifying the incumbency, and verifying the authenticity of the signatures of the specified officers of such Borrower authorized to sign the Agreement, the Notes and the other Loan Documents; (v) Copies or other evidence of all loans to each Borrower from any of Borrower's Agents or Affiliates of Borrower; (vi) The Title Policy; (vii) The Survey for the Marathon Key Resort; (viii) The Opinion of Counsel in the form attached as Exhibit R-1; (ix) Such searches of the applicable public records as it deems necessary under Florida law, and other applicable law to verify that Agent has a first or second, as applicable, and prior perfected Lien and security interest covering all of the Collateral. Lenders shall not be obligated to fund any Advance if TFC determines that Lenders do not have a first or second, as applicable, and prior perfected lien and security interest covering any portion of the Collateral, except as expressly provided herein; (x) An independent search to verify that there are no bankruptcy, foreclosure actions or other material litigation or judgments pending or outstanding against the Marathon Key Resort, any portion of the Collateral, either Borrower or any Affiliates of either Borrower (each a "Material Party"). The term "other material litigation" as used herein shall not include matters in which (i) a Material Party is plaintiff and no counterclaim is pending or (ii) which TFC determines in its sole discretion exercised in good faith, are immaterial due to settlement, insurance coverage, frivolity, or amount or nature of claim. Lenders shall not be obligated to fund any Advance if TFC determines that any such litigation is pending; (xi) Title Searches for the Marathon Key Resort, together with legible copies of each exception or matter noted thereon; (xii) Evidence that Borrower is maintaining all policies of insurance required by and in accordance with Section 7.1(d) hereof, including copies of the most current paid insurance premium invoices; (xiii) To the extent available, copies of all applicable government permits, approvals, consents, licenses and certificates with respect to the construction, development, renovation, rehabilitation, use, occupancy and operation of the Marathon Key Resort; (xiv) Evidence satisfactory to TFC that all taxes and assessments owed by or for which Borrower is responsible for collection had been paid with respect to the Marathon Key Resort and the Collateral, including but not limited to sales taxes, room occupancy taxes, payroll taxes, personal property taxes, excise taxes, intangible taxes, real property taxes and any assessments related to the resorts or the Collateral. Copies of the most current tax bills for the Marathon Key Resort; (xv) Evidence that the use and operation of the portions of each Marathon Key Resort with all applicable zoning, building, health, safety and fire codes and regulations; (xvi) Evidence, satisfactory to TFC, that Borrower has contributed in equity at least 25% of the Total Acquisition Costs of the Marathon Key Resort and has not less than $450,000.00 in unrestricted available cash for construction, development, renovation, rehabilitation, refitting, furnishing and equipping of the Improvements; (xvii) Letters from all appropriate companies evidencing the availability of all necessary utilities to the Improvements; (xviii) Payoff letters and releases from all existing mortgages encumbering the Marathon Key Resort; (xix) To the extent available, copies of all contracts, in form and content acceptable to TFC, that have been executed by and between the Contractor and a construction manager, subcontractor, materialman, or supplier that is to provide labor or materials in connection with the development and construction of the Improvements in accordance with the Plans and Specifications with a value of $150,000.00 or more ("Material Subcontractor"), which shall contain the agreement of the subcontractor to perform its respective contract for TFC following the occurrence of an Event of Default. In addition, TFC must have received a list of all Material Subcontractors working on the Improvements, together with copies of their respective contracts, showing the name, address, and telephone number of each Material Subcontractor, the work or material performed or supplied thereby, and the total amount of each relevant contract and subcontract and amounts paid through the date on which such list was completed; (xx) An environmental report or reports covering the Marathon Key Resort, confirming (to the extent relevant, in TFC's reasonable discretion): (1) The absence of Hazardous Materials on, under, or affecting the Marathon Key Resort, except for commercially reasonable amounts thereof commonly found at residential and resort properties in the immediate vicinity of the Resort; (2) That the engineering or environmental consulting firm has obtained, reviewed, and included within its report a CERCLIS printout from the Environmental Protection Agency ("EPA"), statements from the EPA and other applicable state and local authorities, and such other information as Borrower or TFC may reasonably require, including, without limitation, a Phase I Environmental Inspection, all of which information shall confirm that there are no known or suspected Hazardous Materials located at, used or stored on, or transported to or from the Marathon Key Resort or in such proximity thereto as to create a material risk of contamination, except for commercially reasonable amounts thereof commonly found at residential and resort properties in the immediate vicinity of the Marathon Key Resort; (3) The absence of radon gas at the Marathon Key Resort, including all of the Units, or, if radon gas is found to be present in any part of the Marathon Key Resort or the Units, that such presence is of a nature or magnitude so as to be fully in compliance with applicable standards under the Environmental Laws and all other applicable laws or standards; and (4) The absence of friable asbestos within the Units, or elsewhere at the Marathon Key Resort or, if friable asbestos is found to be present in any part of the Marathon Key Resort, that such presence is of a nature or magnitude that is able to be removed by a licensed removal contractor for a guaranteed maximum sum satisfactory to Borrower and TFC and included in the Approved Budget; (xxi) An MAI appraisal of the Marathon Key Resort, including but not limited to all real and personal property located thereon, prepared by a nationally recognized appraisal firm and in form and content acceptable to TFC, in its sole discretion; (xxii) The Financial Statements; (xxiii) Such credit references on each Borrower as TFC deems necessary in its sole discretion; (xxiv) Evidence satisfactory to TFC that there is no material litigation, written complaint, suit, action, written claim or written charge pending or threatened against either Borrower or any Affiliate of either Borrower with any court or with any governmental authority or the Marathon Key Resort; (xxv) A fully executed contract(s) evidencing the acquisition of the Marathon Key Resort by the Borrower, and any extensions or reinstatements thereof; (xxvi) The Submerged Lands Lease; and (xxvii) Such other documents and instruments as TFC and/or the Title Company may reasonably request.

Approval of Documents Prior to Closing Date. Borrower has delivered to Lender (with copies to Lender's counsel), at least fifteen (15) Business Days prior to the Closing Date, and Lender has reviewed and approved, at least five (5) Business Days prior to the Closing Date, the form and content of all of the items specified in Section Subsection 4.1(d)(i) through (vi) below (the "SUBMISSIONSSubmissions"). Lender shall have the right to review and approve any changes to the form of any of the Submissions. If Lender disapproves of any changes to any of the Submissions, Lender shall have the right to require Borrower either to cure or correct the defect objected to by Lender or to elect not to fund the Loan or any Advance. Under no circumstances shall Lender's failure to approve or disapprove a change to any of the Submissions be deemed to be an approval of such Submissions. All of the Submissions were and shall be prepared at Borrower's sole cost and expense, unless expressly stated to be an obligation and expense of Lender. Lender shall have the right of prior approval of any Person responsible for preparing a Submission ("PREPARERPreparer") and may disapprove any Preparer in its sole discretion, for any reason, including without limitation, that Lender believes that the experience, skill, reputation or other aspect of the Preparer is unsatisfactory in any respect. All Submissions required pursuant to this Agreement shall be addressed to Lender and include the following language: "THE UNDERSIGNED ACKNOWLEDGES THAT TEXTRON FINANCIAL CORPORATION IS RELYING ON THE WITHIN INFORMATION IN CONNECTION WITH ITS DETERMINATION TO MAKE A LOAN TO SILVERLEAF RESORTS, INC. IN CONNECTION WITH THE SUBJECT COLLATERAL." (i) A certificate in the form attached as Exhibit A, to be dated as of the Closing Date and signed by the president, vice president, or secretary of the Borrower, certifying that the conditions specified in Sections (a4.1(a), (b) and (c) above are true; (iii) Copies of any amendments to the articles of incorporation of Borrower not previously delivered to the Lender, certified to be true and complete by Borrower and the Secretary of State of the State of Texas and a current certificate of good standing for Borrower, and copies of any amendments to the by-laws of Borrower not previously delivered to the Lender, certified to be true, correct and complete by the secretary or assistant secretary of Borrower; (iii) a certificate of the Secretary of the Borrower certifying the adoption by the Board of Directors of the Borrower of a resolution authorizing Borrower to enter into and execute this Agreement, the Note, and the other Loan Documents, to borrow the Loan from Lender, and to grant to Lender a first priority security interest in and to the Collateral; (iv) a certificate of the secretary or assistant secretary of Borrower certifying the incumbency, and verifying the authenticity of the signatures, of the specified officers of Borrower authorized to sign the Agreement, the Note and the other Loan Document; and (v) Copies or other evidence of all loans to Borrower from any officers, shareholders, or Affiliates of Borrower not previously delivered to the Lender. (vi) Commitment to issue Mortgagee Title Policies (as defined below) from the Title Company.

Approval of Documents Prior to Closing Date. Borrower has delivered to Lender (with copies to Lender's counsel), at least fifteen (15) Business Days prior to the Closing Date, and Lender has reviewed and approved, at least five (5) Business Days prior to the Closing Date, the form and content of all of the items specified in Section 4.1(d)(iSubsection 4.1(c)(i) through (vixviii) below (the "SUBMISSIONSSubmissions"). Lender shall have the right to review and approve any changes to the form of any of the Submissions. If Lender disapproves of any changes to any of the Submissions, Lender shall have the right to require Borrower either to cure or correct the defect objected to by Lender or to elect not to fund the Loan or any Advance. Under no circumstances shall Lender's failure to approve or disapprove a change to any of the Submissions be deemed to be an approval of such Submissions. All of the Submissions were and shall be prepared at Borrower's sole cost and expense, unless expressly stated to be an obligation and expense of Lender. Lender shall have the right of prior approval of any Person responsible for preparing a Submission ("PREPARERPreparer") and may disapprove any Preparer in its sole discretion, for any reason, including without limitation, that Lender believes that the experience, skill, reputation or other aspect of the Preparer is unsatisfactory in any respect. All Submissions required pursuant to this Agreement shall be addressed to Lender and include the following language: "THE UNDERSIGNED ACKNOWLEDGES THAT TEXTRON FINANCIAL CORPORATION IS RELYING ON THE WITHIN INFORMATION IN CONNECTION WITH ITS DETERMINATION TO MAKE A LOAN TO SILVERLEAF RESORTS, INC. IN CONNECTION WITH THE SUBJECT COLLATERAL." (i) A certificate in the form attached as Exhibit A, to be dated as of the Closing Date and signed by the president, vice president, or secretary of the Borrower, certifying that the conditions specified in Sections (a), (b) and (c) above are true; (i) Copies of any amendments to the articles of incorporation of Borrower not previously delivered to the Lender, certified to be true and complete by Borrower and the Secretary of State of the State of Texas and a current certificate of good standing for Borrower, and copies of any amendments to the by-laws of Borrower not previously delivered to the Lender, certified to be true, correct and complete by the secretary or assistant secretary of Borrower;WITHIN

Approval of Documents Prior to Closing Date. Borrower has delivered to Lender (with copies to Lender's counsel), at least fifteen (15) Business Days prior to the Closing Date, and Lender has reviewed and approvedapproved in its sole discretion, at least five (5) Business Days prior to the Closing Date, the form and content of all of the items specified in Section 4.1(d)(iSubsections (i) through (viiv) below (the "SUBMISSIONSSubmissions"). Lender shall have the right to review and approve any changes to the form of any of the Submissions. If Lender disapproves of any changes to any of the Submissions, Lender shall have the right to require Borrower either to cure or correct the defect objected to by Lender or to elect not to fund any Advance under the Inventory Loan or any Advancethe Supplemental Loan. Under no circumstances shall Lender's failure to approve or disapprove a change to any of the Submissions be deemed to be an approval of such Submissions. All of the Submissions were and shall be prepared at Borrower's sole cost and expense, unless expressly stated to be an obligation and expense of Lender. Lender shall have the right of prior approval of any Person responsible for preparing a Submission ("PREPARER") and may disapprove any Preparer in its sole discretion, for any reason, including without limitation, that Lender believes that the experience, skill, reputation or other aspect of the Preparer is unsatisfactory in any respect. All Submissions required pursuant to this Agreement shall be addressed to Lender and include the following language: "THE UNDERSIGNED ACKNOWLEDGES THAT TEXTRON FINANCIAL CORPORATION IS RELYING ON THE WITHIN INFORMATION IN CONNECTION WITH ITS DETERMINATION TO MAKE A LOAN TO SILVERLEAF RESORTS, INC. IN CONNECTION WITH THE SUBJECT COLLATERAL." (i) A certificate in the form attached as Exhibit A, C to be dated as of the Closing Date and signed by the president, vice president, or secretary of the Borrower, certifying that the conditions specified in Sections (a), (b) and (c) above are true; (iii) Copies of any amendments to the articles of incorporation incorporation/charter and bylaws of Borrower not previously delivered to the Lender, certified to be true true, correct and complete by Borrower and the Secretary of State of the State of Texas and current certificates of good standing for Borrower for the State of Texas and states where the Resorts are located, a current certificate of good standing for Borrower, and copies authority to conduct business by the Secretary of any amendments to State in each state in which Borrower conducts business; (iii) A certificate of the by-laws Secretary of Borrower not previously delivered certifying the adoption by the Board of Directors of Borrower of a resolution authorizing Borrower to enter into and execute this Fifth Amendment and all such documents requested by Lender in the Lender, certified to be true, correct and complete by form attached hereto as EXHIBIT D AND (iv) A certificate of the secretary or assistant secretary of Borrower;Borrower certifying the incumbency, and verifying the authenticity of the signatures, of the specified officers of Borrower authorized to sign this Fifth Amendment and all such documents requested by Lender in the form attached hereto as EXHIBIT F.

Approval of Documents Prior to Closing Date. Borrower has delivered to Lender Agent (with copies to Lender's Agent’s counsel), at least fifteen (15) Business Days prior to the Closing Date, and Lender Agent has reviewed and approved, at least five (5) Business Days prior to the Closing Date, approved the form and content of all of the items specified in Section Subsection 4.1(d)(i) through (vi4.1(d)(v) below hereof (the "SUBMISSIONS"“Submissions”). Lender Agent shall have the right to review and approve any changes to the form of any of the Submissions. If Lender Agent disapproves of any changes to any of the Submissions, Lender Agent shall have the right to require Borrower either to cure or correct the defect objected to by Lender Agent or to elect not to fund the Loan or any Advance. Under no circumstances shall Lender's Agent’s failure to approve or disapprove a change to any of the Submissions be deemed to be an approval of such Submissions. All of the Submissions were and shall be prepared at Borrower's ’s sole cost and expense, unless expressly stated to be an obligation and expense of LenderAgent. Lender Agent shall have the right of prior approval of any Person responsible for preparing a Submission ("PREPARER"“Preparer”) and may disapprove any Preparer in its sole discretion, for any reason, including without limitation, that Lender Agent believes that the experience, skill, reputation or other aspect of the Preparer is unsatisfactory in any respect. All Submissions required pursuant to this Agreement shall be addressed to Lender Agent and include the following language: "“THE UNDERSIGNED ACKNOWLEDGES THAT TEXTRON FINANCIAL CORPORATION LIBERTY BANK, AS AGENT FOR EACH LENDER IS RELYING ON THE WITHIN INFORMATION IN CONNECTION WITH ITS DETERMINATION TO MAKE A LOAN TO SILVERLEAF RESORTS, INC. IN CONNECTION WITH THE SUBJECT COLLATERAL."” (i) A certificate in the form attached as Exhibit A, to be dated as of the Closing Date and signed by the president, vice president, or secretary of the Borrower, certifying that the conditions specified in Sections (a4.1(a), (b4.1(b) and (c4.1(c) above hereof are true; (iii) Copies of any amendments to the articles of incorporation and any amendments thereto of Borrower not previously delivered to the LenderAgent, certified to be true and complete by Borrower and the Secretary of State of the State of Texas and a current certificate of good standing for Borrower, and copies of any amendments to the by-laws of Borrower and any amendments thereto not previously delivered to the LenderAgent, certified to be true, correct and complete by the secretary or assistant secretary of Borrower; (iii) A certificate of the Secretary of Borrower certifying the adoption by the Board of Directors of Borrower of a resolution authorizing Borrower to enter into and execute this Agreement, the Note, and the other Loan Documents, to borrow the Loan from the Lenders, and to grant to Agent for the benefit of the Lenders a first priority security interest in and to the Collateral; (iv) A certificate of the secretary or assistant secretary of Borrower certifying the incumbency, and verifying the authenticity of the signatures, of the specified officers of Borrower authorized to sign the Agreement, the Note and the other Loan Documents; and (v) Copies or other evidence of all loans to Borrower from any officers, shareholders, or Affiliates of Borrower not previously delivered to Agent.

Approval of Documents Prior to Closing Date. Borrower has delivered to Lender Agent (with copies to Lender's Agent’s counsel), at least fifteen (15) Business Days prior to the Closing Date, and Lender Agent has reviewed and approved, at least five (5) Business Days prior to the Closing Date, approved the form and content of all of the items specified in Section Subsection 4.1(d)(i) through (vi4.1(d)(v) below (the "SUBMISSIONS"“Submissions”). Lender Agent shall have the right to review and approve any changes to the form of any of the Submissions. If Lender Agent disapproves of any changes to any of the Submissions, Lender Agent shall have the right to require Borrower either to cure or correct the defect objected to by Lender Agent or to elect not to fund the Loan or any Advance. Under no circumstances shall Lender's Agent’s failure to approve or disapprove a change to any of the Submissions be deemed to be an approval of such Submissions. All of the Submissions were and shall be prepared at Borrower's ’s sole cost and expense, unless expressly stated to be an obligation and expense of LenderAgent. Lender Agent shall have the right of prior approval of any Person responsible for preparing a Submission ("PREPARER"“Preparer”) and may disapprove any Preparer in its sole discretion, for any reason, including without limitation, that Lender Agent believes that the experience, skill, reputation or other aspect of the Preparer is unsatisfactory in any respect. All Submissions required pursuant to this Agreement shall be addressed to Lender Agent and include the following language: "“THE UNDERSIGNED ACKNOWLEDGES THAT TEXTRON FINANCIAL CORPORATION XXXXX FARGO FOOTHILL, INC. AS AGENT FOR EACH LENDER IS RELYING ON THE WITHIN INFORMATION IN CONNECTION WITH ITS DETERMINATION TO MAKE A LOAN TO SILVERLEAF RESORTS, INC. IN CONNECTION WITH THE SUBJECT COLLATERAL."” (i) A certificate in the form attached as Exhibit A, to be dated as of the Closing Date and signed by the president, vice president, or secretary of the Borrower, certifying that the conditions specified in Sections (a4.1(a), (b4.1(b) and (c4.1(c) above are true; (iii) Copies of any amendments to the articles of incorporation and any amendments thereto of Borrower not previously delivered to the LenderAgent, certified to be true and complete by Borrower and the Secretary of State of the State of Texas and a current certificate of good standing for Borrower, and copies of any amendments to the by-laws of Borrower and any amendments thereto not previously delivered to the LenderAgent, certified to be true, correct and complete by the secretary or assistant secretary of Borrower; (iii) A certificate of the Secretary of Borrower certifying the adoption by the Board of Directors of Borrower of a resolution authorizing Borrower to enter into and execute this Agreement, the Note, and the other Loan Documents, to borrow the Loan from the Lenders, and to grant to Agent for the benefit of the Lenders a first priority security interest in and to the Collateral; (iv) A certificate of the secretary or assistant secretary of Borrower certifying the incumbency, and verifying the authenticity of the signatures, of the specified officers of Borrower authorized to sign the Agreement, the Note and the other Loan Documents; and (v) Copies or other evidence of all loans to Borrower from any officers, shareholders, or Affiliates of Borrower not previously delivered to Agent.

Approval of Documents Prior to Closing Date. Borrower has delivered to Lender Agent (with copies to Lender's Agent’s counsel), at least fifteen (15) Business Days prior to the Closing Date, and Lender Agent has reviewed and approved, at least five (5) Business Days prior to the Closing Date, the form and content of all of the items specified in Section 4.1(d)(i) through (vi) below (the "SUBMISSIONS"“Submissions”). Lender Agent shall have the right to review and approve any changes to the form of any of the Submissions. If Lender Agent disapproves of any changes to any of the Submissions, Lender Agent shall have the right to require Borrower either to cure or correct the defect objected to by Lender Agent or to elect not to fund the Loan or any Advance. Under no circumstances shall Lender's Agent’s failure to approve or disapprove a change to any of the Submissions be deemed to be an approval of such Submissions. All of the Submissions were and shall be prepared at Borrower's ’s sole cost and expense, unless expressly stated to be an obligation and expense of LenderAgent. Lender Agent shall have the right of prior approval of any Person responsible for preparing a Submission ("PREPARER"“Preparer”) and may disapprove any Preparer in its sole discretion, for any reason, including without limitation, that Lender Agent believes that the experience, skill, reputation or other aspect of the Preparer is unsatisfactory in any respect. All Submissions required pursuant to this Agreement shall be addressed to Lender Agent and include the following language: "“THE UNDERSIGNED ACKNOWLEDGES THAT TEXTRON FINANCIAL CORPORATION XXXXX FARGO FOOTHILL, INC., AS AGENT FOR EACH LENDER, IS RELYING ON THE WITHIN INFORMATION IN CONNECTION WITH ITS DETERMINATION TO MAKE A LOAN TO SILVERLEAF RESORTS, INC. IN CONNECTION WITH THE SUBJECT COLLATERAL."” (i) A certificate in the form attached as Exhibit AC, to be dated as of the Closing Date and signed by the president, vice president, or secretary of the Borrower, certifying that the conditions specified in Sections (a), (b) and (c) above are truetrue and requesting an Advance under this Agreement; (iii) Copies of any amendments to the articles of incorporation of Borrower not previously delivered to the Lenderand all amendments thereto, certified to be true and complete by Borrower and the Secretary of State of the State of Texas and a current certificate of good standing for Borrower, and copies of any amendments to the by-laws of Borrower not previously delivered to the Lenderand all amendments thereto, certified to be true, correct and complete by the secretary or assistant secretary of Borrower; (iii) a certificate of the Secretary of the Borrower certifying the adoption by the Board of Directors of the Borrower of a resolution authorizing Borrower to enter into and execute this Agreement, the Note, and the other Loan Documents, to borrow the Loan from Lenders, and to grant to Agent for the benefit of Lenders a first priority security interest in and to the Collateral; (iv) a certificate of the secretary or assistant secretary of Borrower certifying the incumbency, and verifying the authenticity of the signatures, of the specified officers of Borrower authorized to sign the Agreement, the Note and the other Loan Document; and (v) Copies or other evidence of all loans to Borrower from any officers, shareholders, or Affiliates of Borrower not previously delivered to the Agent. (vi) Commitment to issue Mortgagee Title Policies (as defined below) from the Title Company.

Approval of Documents Prior to Closing Date. Borrower has delivered to Lender (with copies to Lender's counsel), at least fifteen (15) Business Days prior to the Closing Date, and Lender has reviewed and approvedapproved in its sole discretion, at least five (5) Business Days prior to the Closing Date, the form and content of all of the items specified in Section 4.1(d)(iSubsections (i) through (viiv) below (the "SUBMISSIONS"). Lender shall have the right to review and approve any changes to the form of any of the Submissions. If Lender disapproves of any changes to any of the Submissions, Lender shall have the right to require Borrower either to cure or correct the defect objected to by Lender or to elect not to fund the Loan or any AdvanceLender. Under no circumstances shall Lender's failure to approve or disapprove a change to any of the Submissions be deemed to be an approval of such Submissions. All of the Submissions were and shall be prepared at Borrower's sole cost and expense, unless expressly stated to be an obligation and expense of Lender. Lender shall have the right of prior approval of any Person responsible for preparing a Submission ("PREPARER") and may disapprove any Preparer in its sole discretion, for any reason, including without limitation, Borrower acknowledges that Lender believes that the experience, skill, reputation or other aspect will not enter into this Fourth Amendment unless all of the Preparer is unsatisfactory in any respect. All Submissions required pursuant to this Agreement shall be addressed to Lender and include following conditions precedent are satisfied by the following language: "THE UNDERSIGNED ACKNOWLEDGES THAT TEXTRON FINANCIAL CORPORATION IS RELYING ON THE WITHIN INFORMATION IN CONNECTION WITH ITS DETERMINATION TO MAKE A LOAN TO SILVERLEAF RESORTS, INC. IN CONNECTION WITH THE SUBJECT COLLATERALClosing Date." (i) A certificate in the form attached as Exhibit A, EXHIBIT B to be dated as of the Closing Date and signed by the president, vice president, or secretary of the Borrower, certifying that the conditions specified in Sections (a), (b) and (c) above are true; (iii) Copies of any amendments to the articles of incorporation incorporation/charter and bylaws of Borrower not previously delivered to the Lender, certified to be true true, correct and complete by Borrower and the Secretary of State of the State of Texas and current certificates of good standing for Borrower for the State of Texas and states where the Resorts are located, a current certificate of good standing for Borrower, and copies authority to conduct business by the Secretary of any amendments to State in each state in which Borrower conducts business; (iii) A certificate of the by-laws Secretary of Borrower not previously delivered certifying the adoption by the Board of Directors of Borrower of a resolution authorizing Borrower to enter into and execute this Fourth Amendment and all such documents requested by Lender in the Lender, certified to be true, correct and complete by form attached hereto as EXHIBIT C; and (iv) A certificate of the secretary or assistant secretary of Borrower;Borrower certifying the incumbency, and verifying the authenticity of the signatures, of the specified officers of Borrower authorized to sign this Fourth Amendment and all such documents requested by Lender in the form attached hereto as EXHIBIT D.