Common use of Approval of Documents Clause in Contracts

Approval of Documents. Borrower has delivered to Agent (with copies to Agent’s counsel), and Agent has reviewed and approved in its sole discretion, the form and content of all of the items specified in Subsections (i) through (vii) below (the “Submissions”). Agent shall have the right to review and approve any changes to the form of any of the Submissions. If Agent disapproves of any changes to any of the Submissions, Agent shall have the right to require Borrower either to cure or correct the defect objected to by Agent or to elect not to fund any Advance. Under no circumstances shall 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 shall be prepared at Borrower’s sole cost and expense. (i) A certificate in the form attached to the Amendment as Exhibit A-1 to be signed by the president, vice president or secretary of the Borrower; (ii) Copies of any amendments to the articles of incorporation/charter and bylaws of Borrower not previously delivered to Agent, certified to be 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 authority to conduct business by the Secretary of State in each state in which Borrower conducts business; (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 the Amendment and all such documents requested by Agent in the form attached to the Amendment as Exhibit B-1; (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 this Amendment and all such documents requested by Agent in the form attached to the Amendment as Exhibit C-1; (v) Fully executed closing documents from the sale of the utility rights which comprise part of the Additional Resort Collateral pursuant to the Asset Purchase Agreement between Silverleaf Resorts, Inc. and Algonquin Water Resources of Texas, Inc. and Algonquin Water Resources of Missouri, Inc. and Algonquin Water Resources of Illinois, Inc. and Algonquin Water Resources of America, Inc. and Algonquin Power Income Fund dated as of August 29, 2004. Such sale will provide not less than thirteen million dollars ($13,000,000) of net proceeds. Agent hereby authorizes Borrower to consummate the sale of the utility rights subject to the terms and conditions of this Amendment; (vi) Closing Opinions of Counsels for Borrower; (vii) Such other agreements, documents, instruments, certificates and materials as Agent may request to evidence the Indebtedness, to evidence and perfect the rights and Liens and security interests of Agent contemplated by the Loan Documents as amended hereby, and to effectuate the transactions contemplated in this Amendment.

Approval of Documents. Borrower has delivered to Agent Lender (with copies to AgentLender’s counsel), and Agent Lender has reviewed and approved in its sole discretion, the form and content of all of the items specified in Subsections (i) through (vii) below (the “Submissions”). Agent Lender shall have the right to review and approve any changes to the form of any of the Submissions. If Agent Lender disapproves of any changes to any of the Submissions, Agent Lender shall have the right to require Borrower either to cure or correct the defect objected to by Agent Lender or to elect not to fund any Advance. Under no circumstances shall AgentLender’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 shall be prepared at Borrower’s sole cost and expense. (i) A certificate in the form attached to the Amendment as Exhibit A-1 to be signed by the president, vice president or secretary of the Borrower; (ii) Copies of any amendments to the articles of incorporation/charter and bylaws of Borrower not previously delivered to AgentLender, certified to be 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 authority to conduct business by the Secretary of State in each state in which Borrower conducts business; (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 the Amendment and all such documents requested by Agent Lender in the form attached to the Amendment as Exhibit B-1; (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 this Amendment and all such documents requested by Agent Lender in the form attached to the Amendment as Exhibit C-1; (v) Fully executed closing documents from the sale of the utility rights which comprise part of the Additional Resort Collateral pursuant to the Asset Purchase Agreement between Silverleaf Resorts, Inc. and Algonquin Water Resources of Texas, Inc. and Algonquin Water Resources of Missouri, Inc. and Algonquin Water Resources of Illinois, Inc. and Algonquin Water Resources of America, Inc. and Algonquin Power Income Fund dated as of August 29, 2004. Such sale will provide not less than thirteen million dollars ($13,000,000) of net proceeds. Agent Lender hereby authorizes Borrower to consummate the sale of the utility rights subject to the terms and conditions of this Amendment; (vi) Closing Opinions of Counsels for Borrower; (vii) Such other agreements, documents, instruments, certificates and materials as Agent Lender may request to evidence the Indebtedness, to evidence and perfect the rights and Liens and security interests of Agent Lender contemplated by the Loan Documents as amended hereby, and to effectuate the transactions contemplated in this Amendment.

Approval of Documents. Borrower has delivered to Agent (with copies to Agent’s 's counsel), and Agent has reviewed and approved in its sole discretion, the form and content of all of the items specified in Subsections (i) through (viiiv) below (the “Submissions”"SUBMISSIONS"). Agent shall have the right to review and approve any changes to the form of any of the Submissions. If Agent disapproves of any changes to any of the Submissions, Agent shall have the right to require Borrower either to cure or correct the defect objected to by Agent or to elect not to fund any Advance. Under no circumstances shall Agent’s '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. (i) A certificate in the form attached to the Amendment THE FIRST AMENDMENT as Exhibit A-1 D-1 to be signed by the president, vice president or secretary of the Borrower; (ii) Copies of any amendments to the articles of incorporation/charter and bylaws of Borrower not previously delivered to Agent, certified to be 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 authority to conduct business by the Secretary of State in each state in which Borrower conducts business; (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 the First Amendment and all such documents requested by Agent in the form attached to the Amendment THE FIRST AMENDMENT as Exhibit B-1;E-1; and (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 this First Amendment and all such documents requested by Agent Lender in the form attached to the Amendment THE FIRST AMENDMENT as Exhibit C-1; (v) Fully executed closing documents from the sale of the utility rights which comprise part of the Additional Resort Collateral pursuant to the Asset Purchase Agreement between Silverleaf Resorts, Inc. and Algonquin Water Resources of Texas, Inc. and Algonquin Water Resources of Missouri, Inc. and Algonquin Water Resources of Illinois, Inc. and Algonquin Water Resources of America, Inc. and Algonquin Power Income Fund dated as of August 29, 2004. Such sale will provide not less than thirteen million dollars ($13,000,000) of net proceeds. Agent hereby authorizes Borrower to consummate the sale of the utility rights subject to the terms and conditions of this Amendment; (vi) Closing Opinions of Counsels for Borrower; (vii) Such other agreements, documents, instruments, certificates and materials as Agent may request to evidence the Indebtedness, to evidence and perfect the rights and Liens and security interests of Agent contemplated by the Loan Documents as amended hereby, and to effectuate the transactions contemplated in this AmendmentG-1.

Approval of Documents. Borrower has delivered to Agent Lender (with copies to Agent’s Lender's counsel), and Agent Lender has reviewed and approved in its sole discretion, the form and content of all of the items specified in Subsections (i) through (viiiv) below (the “Submissions”"SUBMISSIONS"). Agent Lender shall have the right to review and approve any changes to the form of any of the Submissions. If Agent Lender disapproves of any changes to any of the Submissions, Agent Lender shall have the right to require Borrower either to cure or correct the defect objected to by Agent Lender or to elect not to fund any Advance. Under no circumstances shall Agent’s 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 's sole cost and expense. (i) A certificate in the form attached to the Amendment THE THIRD AMENDMENT as Exhibit A-1 C-1 to be signed by the president, vice president or secretary of the Borrower; (ii) Copies of any amendments to the articles of incorporation/charter and bylaws of Borrower not previously delivered to AgentLender, certified to be 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 authority to conduct business by the Secretary of State in each state in which Borrower conducts business; (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 the THIRD Amendment and all such documents requested by Agent Lender in the form attached to the Amendment THE THIRD AMENDMENT as Exhibit B-1;D-1; and (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 this THIRD Amendment and all such documents requested by Agent Lender in the form attached to the Amendment THE THIRD AMENDMENT as Exhibit C-1; (v) Fully executed closing documents from the sale of the utility rights which comprise part of the Additional Resort Collateral pursuant to the Asset Purchase Agreement between Silverleaf Resorts, Inc. and Algonquin Water Resources of Texas, Inc. and Algonquin Water Resources of Missouri, Inc. and Algonquin Water Resources of Illinois, Inc. and Algonquin Water Resources of America, Inc. and Algonquin Power Income Fund dated as of August 29, 2004. Such sale will provide not less than thirteen million dollars ($13,000,000) of net proceeds. Agent hereby authorizes Borrower to consummate the sale of the utility rights subject to the terms and conditions of this Amendment; (vi) Closing Opinions of Counsels for Borrower; (vii) Such other agreements, documents, instruments, certificates and materials as Agent may request to evidence the Indebtedness, to evidence and perfect the rights and Liens and security interests of Agent contemplated by the Loan Documents as amended hereby, and to effectuate the transactions contemplated in this AmendmentE-1.

Approval of Documents. Borrower has delivered to Agent TFC (with copies to Agent’s TFC's counsel), and Agent TFC has reviewed and approved in its sole discretion, the form and content of all of the items specified in Subsections (i) through (viiiv) below (the “Submissions”"SUBMISSIONS"). Agent TFC shall have the right to review and approve any changes to the form of any of the Submissions. If Agent TFC disapproves of any changes to any of the Submissions, Agent TFC shall have the right to require Borrower either to cure or correct the defect objected to by Agent TFC or to elect not to fund any Advance. Under no circumstances shall Agent’s TFC'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. (i) A certificate in the form attached to the Amendment THE SECOND AMENDMENT as Exhibit A-1 C-1 to be signed by the president, vice president or secretary of the Borrower; (ii) Copies of any amendments to the articles of incorporation/charter and bylaws of Borrower not previously delivered to AgentTFC, certified to be 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 authority to conduct business by the Secretary of State in each state in which Borrower conducts business; (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 the SECOND Amendment and all such documents requested by Agent TFC in the form attached to the Amendment THE SECOND AMENDMENT as Exhibit B-1;D-1; and (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 this SECOND Amendment and all such documents requested by Agent Lender in the form attached to the Amendment THE SECOND AMENDMENT as Exhibit C-1; (v) Fully executed closing documents from the sale of the utility rights which comprise part of the Additional Resort Collateral pursuant to the Asset Purchase Agreement between Silverleaf Resorts, Inc. and Algonquin Water Resources of Texas, Inc. and Algonquin Water Resources of Missouri, Inc. and Algonquin Water Resources of Illinois, Inc. and Algonquin Water Resources of America, Inc. and Algonquin Power Income Fund dated as of August 29, 2004. Such sale will provide not less than thirteen million dollars ($13,000,000) of net proceeds. Agent hereby authorizes Borrower to consummate the sale of the utility rights subject to the terms and conditions of this Amendment; (vi) Closing Opinions of Counsels for Borrower; (vii) Such other agreements, documents, instruments, certificates and materials as Agent may request to evidence the Indebtedness, to evidence and perfect the rights and Liens and security interests of Agent contemplated by the Loan Documents as amended hereby, and to effectuate the transactions contemplated in this AmendmentE-1.

Approval of Documents. Borrower has delivered to Agent Lender (with copies to AgentLender’s counsel), and Agent Lender has reviewed and approved in its sole discretion, the form and content of all of the items specified in Subsections (i) through (vii) below (the “Submissions”). Agent Lender shall have the right to review and approve any changes to the form of any of the Submissions. If Agent Lender disapproves of any changes to any of the Submissions, Agent Lender shall have the right to require Borrower either to cure or correct the defect objected to by Agent Lender or to elect not to fund any Advance. Under no circumstances shall AgentLender’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 shall be prepared at Borrower’s sole cost and expense. (i) A certificate in the form attached to the First Amendment as Exhibit A-1 to be signed by the president, vice president or secretary of the Borrower; (ii) Copies of any amendments to the articles of incorporation/charter and bylaws of Borrower not previously delivered to AgentLender, certified to be 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 authority to conduct business by the Secretary of State in each state in which Borrower conducts business; (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 the First Amendment and all such documents requested by Agent Lender in the form attached to the First Amendment as Exhibit B-1; (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 this First Amendment and all such documents requested by Agent Lender in the form attached to the First Amendment as Exhibit C-1; (v) Fully executed closing documents from the sale of the utility rights which comprise part of the Additional Resort Collateral pursuant to the Asset Purchase Agreement between Silverleaf Resorts, Inc. and Algonquin Water Resources of Texas, Inc. and Algonquin Water Resources of Missouri, Inc. and Algonquin Water Resources of Illinois, Inc. and Algonquin Water Resources of America, Inc. and Algonquin Power Income Fund dated as of August 29, 2004. Such sale will provide not less than thirteen million dollars ($13,000,000) of net proceeds. Agent Lender hereby authorizes Borrower to consummate the sale of the utility rights subject to the terms and conditions of this First Amendment; (vi) Closing Opinions of Counsels for Borrower; (vii) Such other agreements, documents, instruments, certificates and materials as Agent Lender may request to evidence the Indebtedness, to evidence and perfect the rights and Liens and security interests of Agent Lender contemplated by the Loan Documents as amended hereby, and to effectuate the transactions contemplated in this First Amendment.

Approval of Documents. Borrower has delivered to Agent Lender (with copies to AgentLender’s counsel), and Agent Lender has reviewed and approved in its sole discretion, the form and content of all of the items specified in Subsections (i) through (vii) below (the “"Submissions”"). Agent Lender shall have the right to review and approve any changes to the form of any of the Submissions. If Agent Lender disapproves of any changes to any of the Submissions, Agent Lender shall have the right to require Borrower either to cure or correct the defect objected to by Agent Lender or to elect not to fund any Advance. Under no circumstances shall AgentLender’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 shall be prepared at Borrower’s 's sole cost and expense. (i) A certificate in the form attached to the Second Amendment as Exhibit A-1 to be signed by the president, vice president or secretary of the Borrower; (ii) Copies of any amendments to the articles of incorporation/charter and bylaws of Borrower not previously delivered to AgentLender, certified to be 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 authority to conduct business by the Secretary of State in each state in which Borrower conducts business; (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 the Second Amendment and all such documents requested by Agent Lender in the form attached to the Second Amendment as Exhibit B-1; (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 this Second Amendment and all such documents requested by Agent Lender in the form attached to the Second Amendment as Exhibit C-1; (v) Fully executed closing documents from Title policies or endorsements to title policies previously issued to Lender insuring the sale lien of the utility rights which comprise part of Mortgages granted by Borrower to Lender to secure the Additional Resort Collateral pursuant loan but only with respect to the Asset Purchase Agreement between Silverleaf Resorts, Inc. and Algonquin Water Resources of Mortgages covering Intervals in Resorts located in states other than Texas, Inc. and Algonquin Water Resources of Missouri, Inc. and Algonquin Water Resources of Illinois, Inc. and Algonquin Water Resources of America, Inc. and Algonquin Power Income Fund dated as of August 29, 2004. Such sale will provide not less than thirteen million dollars ($13,000,000) of net proceeds. Agent hereby authorizes Borrower to consummate the sale of the utility rights subject to the terms and conditions of this Amendment; (vi) Closing Opinions opinions of Counsels counsels for Borrower;, including opinions for the Resorts in Texas stating that this Second Amendment and the Amendments to the Inventory Mortgages do not impair the title insurance coverage under the existing title policies for the Resorts in the State of Texas; and (vii) Such other agreements, documents, instruments, certificates and materials as Agent Lender may request to evidence the Indebtedness, to evidence and perfect the rights and Liens and security interests of Agent Lender contemplated by the Loan Documents as amended hereby, and to effectuate the transactions contemplated in this Second Amendment.