exv10w1






Exhibit 10.1




EXECUTION COPY




SILVERLEAF FINANCE VI, LLC,

as Issuer




SILVERLEAF RESORTS, INC.,

as Servicer




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Backup Servicer




and




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Indenture Trustee, Paying Agent, Custodian and Account Intermediary




INDENTURE




Dated as of June 1, 2008





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I
	 	DEFINITIONS AND OTHER PROVISIONS  OF GENERAL APPLICATION	 	 	3	 
	Section 1.1
	 	General Definitions	 	 	3	 
	Section 1.2
	 	Compliance Certificates and Opinions	 	 	3	 
	Section 1.3
	 	Form of Documents Delivered to Indenture Trustee	 	 	3	 
	Section 1.4
	 	Acts of Noteholders, etc.	 	 	4	 
	Section 1.5
	 	Notice to Noteholders, Waiver	 	 	5	 
	Section 1.6
	 	Effect of Headings and Table of Contents	 	 	6	 
	Section 1.7
	 	Successors and Assigns	 	 	6	 
	Section 1.8
	 	GOVERNING LAW; WAIVER OF TRIAL BY JURY	 	 	6	 
	Section 1.9
	 	Legal Holidays	 	 	6	 
	Section 1.10
	 	Execution in Counterparts	 	 	7	 
	Section 1.11
	 	Inspection	 	 	7	 
	Section 1.12
	 	Survival of Representations and Warranties	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	THE NOTES	 	 	7	 
	Section 2.1
	 	General Provisions	 	 	7	 
	Section 2.2
	 	Global Notes	 	 	8	 
	Section 2.3
	 	Definitive Notes	 	 	9	 
	Section 2.4
	 	Registration, Transfer and Exchange of Notes	 	 	9	 
	Section 2.5
	 	Mutilated, Destroyed, Lost and Stolen Notes	 	 	15	 
	Section 2.6
	 	Payment of Interest and Principal; Rights Preserved	 	 	16	 
	Section 2.7
	 	Persons Deemed Owners	 	 	16	 
	Section 2.8
	 	Cancellation	 	 	16	 
	Section 2.9
	 	Noteholder Lists	 	 	17	 
	Section 2.10
	 	Treasury Notes	 	 	17	 
	Section 2.11
	 	Notice to Depository	 	 	17	 
	Section 2.12
	 	Confidentiality	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	ACCOUNTS; COLLECTION AND APPLICATION OF MONEYS; REPORTS	 	 	18	 
	Section 3.1
	 	Trust Accounts; Investments by Indenture Trustee	 	 	18	 
	Section 3.2
	 	Establishment and Administration of the Trust Accounts	 	 	20	 
	Section 3.3
	 	Reserved	 	 	22	 
	Section 3.4
	 	Distributions	 	 	22	 
	Section 3.5
	 	Reports to Noteholders	 	 	24	 
	Section 3.6
	 	Note Balance Write-Down Amounts	 	 	25	 
	Section 3.7
	 	Withholding Taxes	 	 	26	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	THE COLLATERAL	 	 	26	 
	Section 4.1
	 	Acceptance by Indenture Trustee	 	 	26	 
	Section 4.2
	 	Reserved	 	 	27	 
	Section 4.3
	 	Grant of Security Interest, Tax Treatment	 	 	27	 
	Section 4.4
	 	Further Action Evidencing Assignments	 	 	27	 






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	Section 4.5
	 	Substitution and Repurchase of Timeshare Loans	 	 	28	 
	Section 4.6
	 	Release of Lien	 	 	30	 
	Section 4.7
	 	Appointment of Custodian and Paying Agent	 	 	31	 
	Section 4.8
	 	Sale of Timeshare Loans	 	 	31	 
	 
	 	 	 	 	 	 
	ARTICLE V
	 	SERVICING OF TIMESHARE LOANS	 	 	31	 
	Section 5.1
	 	Appointment of Servicer and Backup Servicer; Servicing Standard	 	 	31	 
	Section 5.2
	 	Payments on the Timeshare Loans	 	 	31	 
	Section 5.3
	 	Duties and Responsibilities of the Servicer	 	 	32	 
	Section 5.4
	 	Servicer Events of Default	 	 	36	 
	Section 5.5
	 	Accountings; Statements and Reports	 	 	40	 
	Section 5.6
	 	Records	 	 	41	 
	Section 5.7
	 	Fidelity Bond and Errors and Omissions Insurance	 	 	41	 
	Section 5.8
	 	Merger or Consolidation of the Servicer	 	 	42	 
	Section 5.9
	 	Sub-Servicing	 	 	42	 
	Section 5.10
	 	Servicer Resignation	 	 	43	 
	Section 5.11
	 	Fees and Expenses	 	 	43	 
	Section 5.12
	 	Access to Certain Documentation	 	 	43	 
	Section 5.13
	 	No Offset	 	 	44	 
	Section 5.14
	 	Account Statements	 	 	44	 
	Section 5.15
	 	Indemnification; Third Party Claim	 	 	44	 
	Section 5.16
	 	Backup Servicer	 	 	45	 
	Section 5.17
	 	Reserved	 	 	45	 
	Section 5.18
	 	Recordation	 	 	45	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 	EVENTS OF DEFAULT; REMEDIES	 	 	46	 
	Section 6.1
	 	Events of Default	 	 	46	 
	Section 6.2
	 	Acceleration of Maturity; Rescission and Annulment	 	 	48	 
	Section 6.3
	 	Remedies	 	 	49	 
	Section 6.4
	 	Indenture Trustee May File Proofs of Claim	 	 	50	 
	Section 6.5
	 	Indenture Trustee May Enforce Claims Without Possession of Notes	 	 	51	 
	Section 6.6
	 	Application of Money Collected	 	 	51	 
	Section 6.7
	 	Limitation on Suits	 	 	53	 
	Section 6.8
	 	Unconditional Right of Noteholders to Receive Principal and Interest	 	 	54	 
	Section 6.9
	 	Restoration of Rights and Remedies	 	 	54	 
	Section 6.10
	 	Rights and Remedies Cumulative	 	 	55	 
	Section 6.11
	 	Delay or Omission Not Waiver	 	 	55	 
	Section 6.12
	 	Control by Noteholders	 	 	55	 
	Section 6.13
	 	Waiver of Events of Default	 	 	55	 
	Section 6.14
	 	Undertaking for Costs	 	 	56	 
	Section 6.15
	 	Reserved	 	 	56	 
	Section 6.16
	 	Collateral	 	 	56	 
	Section 6.17
	 	Action on Notes	 	 	57	 
	Section 6.18
	 	Performance and Enforcement of Certain Obligations	 	 	57	 






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	ARTICLE VII
	 	THE INDENTURE TRUSTEE	 	 	58	 
	Section 7.1
	 	Certain Duties	 	 	58	 
	Section 7.2
	 	Notice of Events of Default	 	 	59	 
	Section 7.3
	 	Certain Matters Affecting the Indenture Trustee	 	 	59	 
	Section 7.4
	 	Indenture Trustee Not Liable for Notes or Timeshare Loans	 	 	61	 
	Section 7.5
	 	Indenture Trustee May Own Notes	 	 	61	 
	Section 7.6
	 	Indenture Trustee’s Fees and Expenses	 	 	61	 
	Section 7.7
	 	Eligibility Requirements for Indenture Trustee	 	 	61	 
	Section 7.8
	 	Resignation or Removal of Indenture Trustee	 	 	62	 
	Section 7.9
	 	Successor Indenture Trustee	 	 	63	 
	Section 7.10
	 	Merger or Consolidation of Indenture Trustee	 	 	64	 
	Section 7.11
	 	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	 	 	64	 
	Section 7.12
	 	Paying Agent and Note Registrar Rights	 	 	66	 
	Section 7.13
	 	Authorization	 	 	66	 
	Section 7.14
	 	Maintenance of Office or Agency	 	 	66	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
	 	COVENANTS OF THE ISSUER	 	 	67	 
	Section 8.1
	 	Payment of Principal and Interest	 	 	67	 
	Section 8.2
	 	Reserved	 	 	67	 
	Section 8.3
	 	Money for Payments to Noteholders to Be Held in Trust	 	 	67	 
	Section 8.4
	 	Existence; Merger; Consolidation, etc.	 	 	68	 
	Section 8.5
	 	Protection of Collateral; Further Assurances	 	 	69	 
	Section 8.6
	 	Additional Covenants	 	 	71	 
	Section 8.7
	 	Taxes	 	 	72	 
	Section 8.8
	 	Restricted Payments	 	 	72	 
	Section 8.9
	 	Treatment of Notes as Debt for Tax Purposes	 	 	73	 
	Section 8.10
	 	Further Instruments and Acts	 	 	73	 
	Section 8.11
	 	Compliance with Limited Liability Company Agreement	 	 	73	 
	Section 8.12
	 	Separateness Covenants	 	 	73	 
	 
	 	 	 	 	 	 
	ARTICLE IX
	 	SUPPLEMENTAL INDENTURES	 	 	75	 
	Section 9.1
	 	Supplemental Indentures	 	 	75	 
	Section 9.2
	 	Supplemental Indentures with Consent of Noteholders	 	 	75	 
	Section 9.3
	 	Execution of Supplemental Indentures	 	 	76	 
	Section 9.4
	 	Effect of Supplemental Indentures	 	 	77	 
	Section 9.5
	 	Reference in Notes to Supplemental Indentures	 	 	77	 
	 
	 	 	 	 	 	 
	ARTICLE X
	 	REDEMPTION OF NOTES	 	 	77	 
	Section 10.1
	 	Optional Redemption; Election to Redeem	 	 	77	 
	Section 10.2
	 	Notice to Indenture Trustee	 	 	77	 
	Section 10.3
	 	Notice of Redemption by the Servicer	 	 	77	 
	Section 10.4
	 	Deposit of Redemption Price	 	 	78	 
	Section 10.5
	 	Notes Payable on Redemption Date	 	 	78	 
	 
	 	 	 	 	 	 
	ARTICLE XI
	 	SATISFACTION AND DISCHARGE	 	 	78	 
	Section 11.1
	 	Satisfaction and Discharge of Indenture	 	 	78	 






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	Section 11.2
	 	Application of Trust Money; Repayment of Money Held by Paying Agent	 	 	79	 
	Section 11.3
	 	Trust Termination Date	 	 	80	 
	 
	 	 	 	 	 	 
	ARTICLE XII
	 	REPRESENTATIONS AND WARRANTIES AND COVENANTS	 	 	80	 
	Section 12.1
	 	Representations, Warranties and Covenants of the Issuer	 	 	80	 
	Section 12.2
	 	Representations and Warranties of the Servicer	 	 	81	 
	Section 12.3
	 	Representations and Warranties of the Indenture Trustee	 	 	84	 
	Section 12.4
	 	Multiple Roles	 	 	85	 
	Section 12.5
	 	Reserved	 	 	85	 
	Section 12.6
	 	Reserved	 	 	85	 
	Section 12.7
	 	Representations and Warranties of the Backup Servicer	 	 	85	 
	 
	 	 	 	 	 	 
	ARTICLE XIII
	 	MISCELLANEOUS	 	 	87	 
	Section 13.1
	 	Officer’s Certificate and Opinion of Counsel as to Conditions Precedent	 	 	87	 
	Section 13.2
	 	Statements Required in Certificate or Opinion	 	 	87	 
	Section 13.3
	 	Notices	 	 	87	 
	Section 13.4
	 	No Proceedings	 	 	89	 
	 
	 	 	 	 	 	 
	STANDARD DEFINITIONS	 	 	91	 
	 
	 	 	 	 	 	 
	EXHIBIT A	 	 	1	 
	 
	 	 	 	 	 	 
	FORM OF RULE 144A GLOBAL NOTE – CLASS A NOTE	 	 	1	 
	 
	 	 	 	 	 	 
	GLOBAL NOTE	 	 	2	 
	 
	 	 	 	 	 	 
	FORM OF INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 	 	6	 
	 
	 	 	 	 	 	 
	FORM OF INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 	 	6	 
	 
	 	 	 	 	 	 
	FORM OF RULE 144A GLOBAL NOTE – CLASS D NOTE	 	 	1	 






	 	 	 
	Exhibit A

	 	Form of Notes
	 
	 	 
	Exhibit B

	 	Form of Investor Representation Letter – Rule 144A
	 
	 	 
	Exhibit C

	 	Reserved
	 
	 	 
	Exhibit D

	 	Form of Monthly Servicer Report
	 
	 	 
	Exhibit E

	 	Servicing Officer’s Certificate
	 
	 	 
	Exhibit F

	 	Reserved
	 
	 	 
	Exhibit G

	 	Form of ROAP Waiver Letter






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	Exhibit H

	 	Reserved
	 
	 	 
	Exhibit I

	 	Form of Investor Representation Letter – Regulation S
	 
	 	 
	Exhibit J

	 	Form of Transferor Certification – Rule 144A Global Note to
Temporary Regulation S Global Note
	 
	 	 
	Exhibit K

	 	Form of Transferor Certification – Rule 144A Global Note to
Regulation S Global Note
	 
	 	 
	Exhibit L

	 	Form of Transferor Certification – Regulation S Global Note to
Rule 144A Global Note
	 
	 	 
	Exhibit M

	 	Form of Class G Note Investor Representation Letter
	 
	 	 
	Annex A

	 	Standard Definitions
	 
	 	 
	Schedule I

	 	Schedule of Timeshare Loans






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INDENTURE




          This INDENTURE, dated as of June 1, 2008 (the “Indenture”), is among SILVERLEAF FINANCE VI,
LLC, a limited liability company formed under the laws of the State of Delaware, as issuer (the
“Issuer”), SILVERLEAF RESORTS, INC. (“Silverleaf”), a Texas corporation, in its capacity as
servicer (the “Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as indenture trustee (the “Indenture Trustee”), paying agent (the “Paying Agent”), as
custodian (the “Custodian”), as backup servicer (the “Backup Servicer”) and as a securities
intermediary with respect to the Trust Accounts (in such capacity, the “Account Intermediary”).




RECITALS OF THE ISSUER




          WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to
provide for the issuance of its $45,292,000 6.222% Timeshare Loan-Backed Notes, Series 2008-A,
Class A (the “Class A Notes”), $15,634,000 7.708% Timeshare Loan-Backed Notes, Series 2008-A, Class
B (the “Class B Notes”), $22,411,000 8.000% Timeshare Loan-Backed Notes, Series 2008-A, Class C
(the “Class C Notes”), $9,326,000 8.000% Timeshare Loan-Backed Notes, Series 2008-A, Class D, (the
“Class D Notes”), $8,655,000 8.000% Timeshare Loan-Backed Notes, Series 2008-A, Class E (the
“Class E Notes”), $8,521,000 8.000% Timeshare Loan-Backed Notes, Series 2008-A, Class F (the
“Class F Notes,” and $5,569,000 8.000% Timeshare Loan-Backed Notes, Series 2008-A, Class G (the
“Class G Notes,” together with the Class A Notes, Class B Notes, Class C Notes, Class D Notes,
Class E Notes and Class F Notes, the “Notes”);




          WHEREAS, all things necessary to make the Notes, when executed by the Issuer and authenticated
and delivered by the Indenture Trustee hereunder, the valid recourse obligations of the Issuer, and
to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been
done; and




          WHEREAS, the Servicer has agreed to service and administer the Timeshare Loans securing the
Notes and the Backup Servicer has agreed to perform certain servicing duties pursuant to the Backup
Servicing Agreement;




          NOW, THEREFORE, THIS INDENTURE WITNESSETH:




          For and in consideration of the premises and the purchase of the Notes by the holders thereof,
it is mutually covenanted and agreed, for the benefit of the Noteholders, as allows:




GRANTING CLAUSE




          To secure the payment of the principal of and interest on the Notes in accordance with their
terms, the payment of all of the sums payable under this Indenture and the performance of the
covenants contained in this Indenture, the Issuer hereby Grants to the Indenture Trustee, for the
benefit of the Noteholders, all of the Issuer’s right, title and interest in and to the following
whether now owned or hereafter acquired and any and all benefits



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accruing to the Issuer from, (i) the Timeshare Loans specified on Schedule I hereto, (ii) any
Qualified Substitute Timeshare Loans, (iii) the Receivables in respect of each Timeshare Loan due
on and after the related Cut-Off Date, (iv) the related Timeshare Loan Documents (excluding any
rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer
Documents or the Timeshare Program Governing Documents), (v) all Related Security in respect of
each Timeshare Loan, (vi) all rights and remedies under the Transfer Agreement, the Loan Sale
Agreement, the Lockbox Agreement, the Backup Servicing Agreement, the Guaranty and the Custodial
Agreement, (vii) all amounts in or to be deposited to the Lockbox Account, the Collection Account
and the General Reserve Account and (viii) proceeds of the foregoing (including, without
limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any
and every kind, and other forms of obligations and receivables which at any time constitute all or
part or are included in the proceeds of any of the foregoing) (collectively, the “Collateral”).
Notwithstanding the foregoing, the Collateral shall not include (i) any Timeshare Loan released
from the lien of this Indenture in accordance with the terms hereof and any Related Security,
Timeshare Loan Documents, income or proceeds related to such released Timeshare Loan, (ii) any
amount distributed pursuant to Section 3.4 or Section 6.6 hereof or (iii) any Misdirected Deposits.




          Such Grant is made in trust to secure (i) the payment of all amounts due on the Notes in
accordance with their terms, equally and ratably except as otherwise may be provided in this
Indenture, without prejudice, priority, or distinction between any Note of the same Class and any
other Note of the same Class by reason of differences in time of issuance or otherwise, and (ii)
the payment of all other sums payable under the Notes and this Indenture.




          The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with
the provisions hereof, and agrees to perform the duties herein required to the best of its ability
and to the end that the interests of the Noteholders may be adequately and effectively protected as
hereinafter provided.




          The Custodian shall hold the Timeshare Loan Files in trust, for the use and benefit of the
Issuer and all present and future Noteholders, and shall retain possession thereof. The Custodian
further agrees and acknowledges that each other item making up the Collateral that is physically
delivered to the Custodian will be held by the Custodian in the State of Minnesota or in any other
location acceptable to the Indenture Trustee and the Servicer.




          The Indenture Trustee further acknowledges that in the event the conveyance of the Timeshare
Loans by Silverleaf to the Issuer pursuant to the Transfer Agreement, or by the Seller to the
Issuer pursuant to the Loan Sale Agreement, is determined to constitute a loan and not a sale as it
is intended by all the parties hereto, the Custodian will be holding each of the Timeshare Loans as
bailee of the Issuer; provided, however, that with respect to the Timeshare Loans, the Custodian
shall not act at the direction of the Issuer without the prior written consent of the Indenture
Trustee.




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ARTICLE I




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




     Section 1.1 General Definitions.



          In addition to the terms defined elsewhere in this Indenture, capitalized terms shall have the
meanings given them in the “Standard Definitions” attached hereto as Annex A.




     Section 1.2 Compliance Certificates and Opinions.



          Upon any written application or request (or oral application with prompt written or telecopied
confirmation) by the Issuer to the Indenture Trustee to take any action under any provision of this
Indenture, other than any request that (a) the Indenture Trustee authenticate the Notes specified
in such request, (b) the Indenture Trustee invest moneys in any of the Trust Accounts pursuant to
the written directions specified in such request or (c) the Indenture Trustee pay moneys due and
payable to the Issuer hereunder to the Issuer’s assignee specified in such request, the Indenture
Trustee shall require the Issuer to furnish to the Indenture Trustee an Officer’s Certificate
stating that all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and that the request otherwise is in accordance with the
terms of this Indenture, and an Opinion of Counsel stating that in the opinion of such counsel all
such conditions precedent, if any, have been complied with, except that, in the case of any such
requested action as to which other evidence of satisfaction of the conditions precedent thereto is
specifically required by any provision of this Indenture, no additional certificate or opinion need
be furnished.




     Section 1.3 Form of Documents Delivered to Indenture Trustee.



          In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one such
document, but one such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify or give opinion as
to such matters in one or several documents.




          Any certificate or opinion of an officer of the Issuer delivered to the Indenture Trustee may
be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer
knows that the opinion with respect to the matters upon which his/her certificate or opinion is
based are erroneous. Any such officer’s certificate or opinion and any Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Issuer as to such factual matters unless such
officer or counsel knows that the certificate or opinion or representations with respect to such
matters is erroneous. Any Opinion of Counsel may be based on the written opinion of other counsel,
in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel’s
opinion and shall include a statement to the effect that such



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other counsel believes that such counsel and the Indenture Trustee may reasonably rely upon
the opinion of such other counsel.




          Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.




          Wherever in this Indenture, in connection with any application or certificate or report to the
Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the
granting of such application, or as evidence of compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or at the effective
date of such certificate or report (as the case may be), of the facts and opinions stated in such
document shall in such case be conditions precedent to the right of the Issuer to have such
application granted or to the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy
of any statement or opinion contained in any such document as provided in Section 7.1(b) hereof.




          Whenever in this Indenture it is provided that the absence of the occurrence and continuation
of a Default, Event of Default or Servicer Event of Default is a condition precedent to the taking
of any action by the Indenture Trustee at the request or direction of the Issuer, then,
notwithstanding that the satisfaction of such condition is a condition precedent to the Issuer’s
right to make such request or direction, the Indenture Trustee shall be protected in acting in
accordance with such request or direction if it does not have knowledge of the occurrence and
continuation of such event. For all purposes of this Indenture, the Indenture Trustee shall not be
deemed to have knowledge of any Default, Event of Default or Servicer Event of Default nor shall
the Indenture Trustee have any duty to monitor or investigate to determine whether a default has
occurred (other than an Event of Default of the kind described in Section 6.1(a) hereof) or
Servicer Event of Default has occurred unless a Responsible Officer of the Indenture Trustee shall
have actual knowledge thereof or shall have been notified in writing thereof by the Issuer, the
Servicer or any secured party.




     Section 1.4 Acts of Noteholders, etc.



          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Noteholders in person or by
agents duly appointed in writing; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Indenture Trustee
and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 7.1 hereof) conclusive in favor of the Indenture Trustee and the Issuer, if
made in the manner provided in this Section 1.4.




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          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Indenture Trustee deems sufficient.




          (c) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
holder of any Note shall bind every future holder of the same Note and the holder of every Note
issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in
reliance thereon, whether or not notation of such action is made upon such Note.




          (d) By accepting the Notes issued pursuant to this Indenture, each Noteholder irrevocably
appoints the Indenture Trustee hereunder as the special attorney-in-fact for such Noteholder vested
with full power on behalf of such Noteholder to effect and enforce the rights of such Noteholder
for the benefit of such Noteholder; provided that nothing contained in this Section 1.4(d) shall be
deemed to confer upon the Indenture Trustee any duty or power to vote on behalf of the Noteholders
with respect to any matter on which the Noteholders have a right to vote pursuant to the terms of
this Indenture.




     Section 1.5 Notice to Noteholders, Waiver.



          (a) Where this Indenture provides for notice to Noteholders of any event, or the mailing of
any report to Noteholders, such notice or report shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, via first class mail, or sent by private
courier or confirmed telecopy to each Noteholder affected by such event or to whom such report is
required to be mailed, at its address as it appears in the Note Register, not later than the
interest date, and not earlier than the earliest date, prescribed for the giving of such notice or
the mailing of such report. In any case where a notice or report to Noteholders is mailed, neither
the failure to mail such notice or report, nor any defect in any notice or report so mailed, to any
particular Noteholder shall affect the sufficiency of such notice or report with respect to other
Noteholders. Where this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed
with the Indenture Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.




          (b) In case by reason of the suspension of regular mail service or by reason of other cause it
shall be impracticable to mail or send notice to Noteholders, in accordance with Section 1.5(a)
hereof, of any event or any report to Noteholders when such notice or report required to be
delivered pursuant to any provision of this Indenture, then



5









 






such notification or delivery as shall be made with the approval of the Indenture Trustee
shall constitute a sufficient notification for every purpose hereunder.




     Section 1.6 Effect of Headings and Table of Contents.



          The Article and Section headings herein and in the Table of Contents are for convenience only
and shall not affect the construction hereof.




     Section 1.7 Successors and Assigns.



          All covenants and agreements in this Indenture by each of the parties hereto shall bind its
respective successors and permitted assigns, whether so expressed or not.




     Section 1.8 GOVERNING LAW; WAIVER OF TRIAL BY JURY.



          THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK. UNLESS MADE APPLICABLE IN A SUPPLEMENT HERETO, THIS
INDENTURE IS NOT SUBJECT TO THE TRUST INDENTURE ACT OF 1939 AND SHALL NOT BE GOVERNED THEREBY AND
CONSTRUED IN ACCORDANCE THEREWITH.




          SILVERLEAF, ISSUER, BACKUP SERVICER AND INDENTURE TRUSTEE HEREBY AGREE NOT TO ELECT A TRIAL BY
JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE
EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT. THIS WAIVER
OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY SILVERLEAF, ISSUER, BACKUP SERVICER
AND INDENTURE TRUSTEE AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO
WHICH THE RIGHT TO TRIAL BY JURY WOULD OTHERWISE ACCRUE OR EXIST. SILVERLEAF, ISSUER, BACKUP
SERVICER AND INDENTURE TRUSTEE ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY
PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY SILVERLEAF, ISSUER, BACKUP SERVICER AND
INDENTURE TRUSTEE.




     Section 1.9 Legal Holidays.



          In any case where any Payment Date or the Stated Maturity or any other date of which principal
of or interest on any Note is proposed to be paid shall not be a Business Day then (notwithstanding
any other provision of this Indenture or of the Notes) such payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and effect as if made on
such Payment Date, Stated Maturity or other date on which principal of or interest on any Note is
proposed to be paid; provided that, no penalty interest shall accrue for the period
from and after such Payment Date, Stated



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Maturity, or any other date on which principal of or interest on any Note is proposed to be
paid, as the case may be, until such next succeeding Business Day.




     Section 1.10 Execution in Counterparts.



          This Indenture may be executed in any number of counterparts, each of which such executed
shall be deemed to be an original, but all such counterparts shall together constitute but one and
the same instrument.




     Section 1.11 Inspection.



          The Issuer agrees that, on ten Business Days’ prior notice (or one Business Day’s prior notice
after the occurrence and during the continuation of an Event of Default or a Servicer Event of
Default), it will permit the representatives of the Indenture Trustee or any Noteholder during the
Issuer’s normal business hours, to examine all of the books of account, records, reports and other
papers of the Issuer, to make copies thereof and extracts therefrom, and to discuss its affairs,
finances and accounts with its designated officers, employees and independent accountants in the
presence of such designated officers and employees (and by this provision the Issuer hereby
authorizes its independent accountants to discuss with such representatives such affairs, finances
and accounts), all at such reasonable times and as often as may be reasonably requested for the
purpose of reviewing or evaluating the financial condition or affairs of the Issuer or the
performance of and compliance with the covenants and undertakings of the Issuer and the Servicer in
this Indenture or any of the other documents referred to herein or therein. Any reasonable expense
incident to the exercise by the Indenture Trustee at any time or any Noteholder during the
continuance of any Default or Event of Default, of any right under this Section 1.11 shall be borne
by the Issuer. Nothing contained herein shall be construed as a duty of the Indenture Trustee to
perform such inspection.




     Section 1.12 Survival of Representations and Warranties.



          The representations, warranties and certifications of the Issuer made in this Indenture or in
any certificate or other writing delivered by the Issuer pursuant hereto shall survive the
authentication and delivery of the Notes hereunder.




ARTICLE II




THE NOTES




     Section 2.1 General Provisions.



          (a) Form of Notes. The Notes shall be designated as the “Silverleaf Timeshare
Loan-Backed Notes, Series 2008-A”. The Notes, together with their certificates of authentication,
shall be in substantially the form set forth in Exhibit A attached hereto, with such
appropriate insertions, omissions, substitutions and other variations as required or are permitted
by this Indenture, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon, as may consistently



7









 






herewith, be determined by the officer executing such Notes, as evidenced by such officer’s
execution of such Notes.




          (b) Denominations. The Outstanding Note Balance of the Class A Notes, the Class B
Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes and the Class G
Notes which may be authenticated and delivered under this Indenture is limited to $45,292,000,
$15,634,000, $22,411,000, $9,326,000, $8,655,000, $8,521,000 and $5,569,000, respectively. The
Notes shall be issuable only as registered Notes, without interest coupons, in the denominations of
at least $25,000 and in integral multiples of $1,000; provided, however, that the
foregoing shall not restrict or prevent the transfer in accordance with Section 2.4 hereof of any
Note with a remaining Outstanding Note Balance of less than $25,000.




          (c) Execution, Authentication, Delivery and Dating. The Notes shall be manually
executed by an Authorized Officer of the Issuer. Any Note bearing the signature of an individual
who was at the time of execution thereof an authorized Officer of the Issuer shall bind the Issuer,
notwithstanding that such individual ceases to hold such office prior to the authentication and
delivery of such Note or did not hold such office at the date of such Note. No Note shall be
entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there
appears on such Note a certificate of authentication substantially in the form set forth in
Exhibit A hereto, executed by the Indenture Trustee by manual signature, and such
certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has
been duly authenticated and delivered hereunder. Each Note shall be dated the date of its
authentication. The Notes may from time to time be executed by the Issuer and delivered to the
Indenture Trustee for authentication together with an Issuer Order to the Indenture Trustee
directing the authentication and delivery of such Notes and thereupon the same shall be
authenticated and delivered by the Indenture Trustee in accordance with such Issuer Order.




     Section 2.2 Global Notes.



          Each of the Notes, upon original issuance, shall be issued in the form of one or more
book-entry global certificates (the “Global Notes” and each, a “Global Note”) to be deposited with
the Indenture Trustee as custodian for The Depository Trust Company, the initial Depository, by or
on behalf of the Issuer. The Notes sold to non-U.S. persons (as defined in Regulation S) in
offshore transactions in reliance on Regulation S will initially be represented by one or more
temporary Global Notes (each, a “Temporary Regulation S Global Note”). Upon the expiration of the
Restricted Period, interests in a Temporary Regulation S Global Note will be exchangeable for
interests in a permanent Global Note of the same Class (together with a Temporary Regulation S
Global Note, a “Regulation S Global Note”). The Notes sold to U.S. Persons which are Qualified
Institutional Buyers will be represented by one or more temporary Global Notes (each, a “Rule 144A
Global Note”). All Global Notes shall be initially registered on the Note Register in the name of
Cede & Co., the nominee of DTC and no Note Owner will receive a definitive note (a “Definitive
Note”) representing such Note Owner’s interest in the related Class of Notes, except as provided in
Section 2.3 hereof. Unless and until Definitive Notes have been issued in respect of a Class of
Notes pursuant to Section 2.3:




8









 








          (a) the provisions of this Section 2.2 shall be in full force and effect with respect to such
Class of Notes;




          (b) the Issuer, the Servicer and the Indenture Trustee may deal with the Depository and the
Depository Participants for all purposes with respect to such Notes (including the making of
distributions on such Notes) as the authorized representatives of the respective Note Owners;




          (c) to the extent that the provisions of this Section 2.2 conflict with any other provisions
of this Indenture, the provisions of this Section 2.2 shall control; and




          (d) the rights of the respective Note Owners of a Class of Notes shall be exercised only
through the Depository and the Depository Participants and shall be limited to those established by
law and agreements between the respective Note Owners and the Depository and/or the Depository
Participants. Pursuant to the Depository Agreement, unless and until Definitive Notes are issued in
respect of the Notes pursuant to Section 2.3 hereof, the Depository will make book-entry transfers
among the Depository Participants and receive and transmit distributions of principal of, and
interest on, the Notes to the Depository Participants




     Section 2.3 Definitive Notes.



          If (a) the Depository advises the Indenture Trustee in writing that the Depository is no
longer willing, qualified or able to properly discharge its responsibilities as Depository with
respect to the Global Notes and the Issuer is unable to locate a qualified successor, (b) the
Issuer, at its sole option, advises the Indenture Trustee in writing that it elects to terminate
the book-entry system with respect to any or all Classes of Notes through the Depository, or (c)
after the occurrence of an Event of Default, Note Owners evidencing not less than 66-2/3% of the
Adjusted Note Balance of such Class of Notes, advise the Indenture Trustee and the Depository
through the Depository Participants in writing that the continuation of a book-entry system with
respect to such Class of Notes, respectively, through the Depository is no longer in the best
interest of such Note Owners, the Indenture Trustee shall use its best efforts to notify all
affected Note Owners through the Depository of the occurrence of any such event and of the
availability of Definitive Notes to such Note Owners. None of the Issuer, the Indenture Trustee or
the Servicer shall be liable for any delay in delivery of such instructions and may conclusively
rely in, and shall be protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Issuer, the Indenture Trustee, the Note Registrar and the Servicer shall recognize
Holders of Definitive Notes as Noteholders hereunder. Upon the issuance of Definitive Notes, all
references herein to obligations imposed upon or to be performed by the Depository shall be deemed
to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to
such Definitive Notes.




     Section 2.4 Registration, Transfer and Exchange of Notes.



          (a) The Issuer shall cause to be kept at the Corporate Trust Office a register (“Note
Register”) for the registration, transfer and exchange of Notes. The Indenture



9









 






Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers
of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses
of the transferees of any Notes shall be registered in the Note Register; provided,
however, in no event shall the Note Registrar be required to maintain in the Note Register
the names of the individual participants holding Notes through the Depository. The Person in whose
name any Note is so registered shall be deemed and treated as the sole owner and Noteholder hereof
for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the
Servicer and any agent of any of them shall not be affected by any notice or knowledge to the
contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to
the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the applicable requirements of this
Section 2.4. Upon request of the Indenture Trustee, the Note Registrar shall provide the Indenture
Trustee with the names and addresses of any Noteholders.




          (b) Upon surrender for registration of transfer of any Definitive Note, subject to the
applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee
shall duly authenticate in the name of the designated transferee or transferees, one or more new
Notes in denominations of a like aggregate denomination as the Definitive Note being surrendered.
Each Note surrendered for registration of transfer shall be canceled and consequently destroyed by
the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the
name of any Person as the transferring Holder may request, subject to the applicable provisions of
this Section 2.4. All Notes issued upon any registration of transfer or exchange of Notes shall be
entitled to the same benefits under this Indenture as the Notes surrendered upon such registration
of transfer or exchange.




          (c) The issuance of the Notes will not be registered or qualified under the Securities Act or
the securities laws of any state. No resale or transfer of any Note may be made unless such resale
or transfer is made in accordance with this Indenture, in minimum denominations of $25,000 and in
integral multiples of $1,000, and only if (i) such resale or transfer is in compliance with Rule
144A under the Securities Act, to a person whom the transferor reasonably believes is a Qualified
Institutional Buyer (as defined in Rule 144A) that is purchasing for its own account or for the
account of a Qualified Institutional Buyer and to whom notice is given that such resale or transfer
is being made in reliance upon Rule 144A under the Securities Act and, in the case of the
registered holder of a Note, as certified by such registered holder (other than the Initial
Purchaser and its initial transferees) in a letter in the form of Exhibit B hereto; (ii)
such resale or transfer is in compliance with Regulation S under the Securities Act and, in the
case of the registered holder of a Note, as certified by such registered holder (other than the
Initial Purchaser and its initial transferees) in a letter in the form of Exhibit I hereto;
(iii) after the appropriate holding period, such resale or transfer is pursuant to an exemption
from registration under the Securities Act provided by Rule 144 under the Securities Act (if
available); or (iv) such resale or transfer is made pursuant to an effective registration statement
under the Securities Act, in each of cases (i) through (iv) in accordance with any applicable
securities laws of any state of the United States and any other applicable jurisdiction. Each
transferee and each subsequent transferee will be required to notify any subsequent purchaser of
such Notes from it of the resale restrictions described



10









 






above. In addition to any certificates delivered by the beneficial owners of Notes
represented by beneficial interests in a Global Note, each Person that purchases or otherwise
acquires any beneficial interest in a Global Note shall be deemed, by its purchase or other
acquisition thereof, to have represented, warranted and agreed as provided in the legends of such
Note and shall be deemed to have made the representations, warranties and covenants set forth with
respect to a transferee in the letter attached as Exhibit B or Exhibit I hereto, as
applicable. Any purported transfer of a Note not in accordance with this Section 2.4 shall be null
and void and shall not be given effect for any purpose hereunder. None of the Issuer, the Servicer
or the Indenture Trustee is obligated to register or qualify the Notes under the Securities Act or
any other securities law or to take any action not otherwise required under this Indenture to
permit the transfer of any Note without registration.




          (d) Global Notes Restrictions. In addition to the applicable provisions of this
Section 2.4 and the rules of the Depository, the exchange, transfer and registration of transfer of
Global Notes shall only be made in accordance with this Section 2.4(d).




               (i) Rule 144A Global Note to Temporary Regulation S Global Note During the Restricted
Period. If, during the Restricted Period, a Note Owner of an interest in a Rule 144A Global
Note wishes at any time to transfer its beneficial interest in such Rule 144A Global Note to a
Person who wishes to take delivery thereof in the form of a beneficial interest in a Temporary
Regulation S Global Note, such Note Owner may transfer or cause the transfer of such beneficial
interest for an equivalent beneficial interest in the Temporary Regulation S Global Note only upon
compliance with all applicable rules and procedures of the Depository and Clearstream or Euroclear
applicable to transfers by their respective participants (the “Applicable Procedures”) and in
compliance with the provisions of this Section 2.4(d)(i). Upon receipt by the Note Registrar at its
Corporate Trust Office of (1) written instructions given in accordance with the Applicable
Procedures from a Depository Participant directing the Note Registrar to credit or cause to be
credited to another specified Depository Participant’s account a beneficial interest in the
Temporary Regulation S Global Note in an amount equal to the Denomination of the beneficial
interest in the Rule 144A Global Note to be transferred, (2) a written order given in accordance
with the Applicable Procedures containing information regarding the account of the Depository
Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and
the account of the Depository Participant to be debited for, such beneficial interest, and (3) a
certification in the form of Exhibit J hereto given by the Note Owner that is transferring
such interest, the Note Registrar shall instruct the Depository to reduce the denomination of the
Rule 144A Global Note by the denomination of the beneficial interest in the Rule 144A Global Note
to be so transferred and, concurrently with such reduction, to increase the denomination of the
Temporary Regulation S Global Note by the denomination of the beneficial interest in the Rule 144A
Global Note to be so transferred, and to credit or cause to be credited to the account of the
Person specified in such instructions (who shall be a Depository Participant acting for or on
behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the
Temporary Regulation S Global Note having a denomination equal to the amount by which the
denomination of the Rule 144A Global Note was reduced upon such transfer.



11









 





               (ii) Rule 144A Global Note to Regulation S Global Note After the Restricted Period.
If, after the Restricted Period, a Note Owner of an interest in a Rule 144A Global Note wishes at
any time to transfer its beneficial interest in such Rule 144A Global Note to a Person who wishes
to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such
holder may transfer or cause the transfer of such beneficial interest for an equivalent beneficial
interest in a Regulation S Global Note only upon compliance with all Applicable Procedures and the
provisions of this Section 2.4(d)(ii). Upon receipt by the Note Registrar at its Corporate Trust
Office of (A) written instructions given in accordance with the Applicable Procedures from a
Depository Participant directing the Note Registrar to credit or cause to be credited to another
specified Depository Participant’s account a beneficial interest in the Regulation S Global Note in
an amount equal to the Denomination of the beneficial interest in the Rule 144A Global Note to be
transferred, (B) a written order given in accordance with the Applicable Procedures containing
information regarding the account of the Depository Participant (and, in the case of a transfer
pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case
may be) to be credited with, and the account of the Depository Participant to be debited for, such
beneficial interest, and (C) a certification in the form of Exhibit K hereto given by the
Note Owner that is transferring such interest, the Note Registrar shall instruct the Depository, to
reduce the denomination of the Rule 144A Global Note by the aggregate denomination of the
beneficial interest in the Rule 144A Global Note to be so transferred and, concurrently with such
reduction, to increase the denomination of the Regulation S Global Note by the aggregate
denomination of the beneficial interest in the Rule 144A Global Note to be so transferred, and to
credit or cause to be credited to the account of the Person specified in such instructions (who
shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as
the case may be) a beneficial interest in the Regulation S Global Note having a denomination equal
to the amount by which the denomination of the Rule 144A Global Note was reduced upon such
transfer.



               (iii) Regulation S Global Note to Rule 144A Global Note. If the Note Owner of an
interest in a Regulation S Global Note wishes at any time to transfer its beneficial interest in
such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of a
beneficial interest in the Rule 144A Global Note, such holder may transfer or cause the transfer of
such beneficial interest for an equivalent beneficial interest in the Rule 144A Global Note only
upon compliance with all Applicable Procedures and the provisions of this Section 2.4(d)(iii). Upon
receipt by the Note Registrar at its Corporate Trust Office of (A) written instructions given in
accordance with the Applicable Procedures from a Depository Participant directing the Note
Registrar to credit or cause to be credited to another specified Depository Participant’s account a
beneficial interest in the Rule 144A Global Note in an amount equal to the Denomination of the
beneficial interest in the Regulation S Global Note to be transferred, (B) a written order given in
accordance with the Applicable Procedures containing information regarding the account of the
Depository Participant to be credited with, and the account of the Depository Participant (or if
such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the
case may be) to be debited for such beneficial interest, and (C) with respect to a transfer of a
beneficial interest in the Regulation S Global Note for a beneficial interest in the related Rule
144A Global Note (i) during the Restricted Period, a certification in the form of Exhibit L



12









 







hereto given by the Note Owner, or (ii) after the Restricted Period, an Investor
Representation Letter in the form of Exhibit B hereto from the transferee to the effect
that such transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct the
Depository to reduce the denomination of the Regulation S Global Note by the denomination of the
beneficial interest in the Regulation S Global Note to be transferred, and, concurrently with such
reduction, to increase the denomination of the Rule 144A Global Note by the aggregate denomination
of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or
cause to be credited to the account of the Person specified in such instructions (who shall be a
Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case
may be) a beneficial interest in the Rule 144A Global Note having a denomination equal to the
amount by which the denomination of the Regulation S Global Note was reduced upon such transfer.



               (iv) Transfers Within Regulation S Global Notes During Restricted Period. If, during
the Restricted Period, the Note Owner of an interest in a Regulation S Global Note wishes at any
time to transfer its beneficial interest in such Note to a Person who wishes to take delivery
thereof in the form of a Regulation S Global Note, such Note Owner may transfer or cause the
transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S
Global Note only upon compliance with all Applicable Procedures and the provisions of this Section
2.4(d)(iv). Upon receipt by the Note Registrar at its Corporate Trust Office of (A) written
instructions given in accordance with the Applicable Procedures from a Depository Participant
directing the Note Registrar to credit or cause to be credited to another specified Depository
Participant’s account a beneficial interest in such Regulation S Global Note in an amount equal to
the denomination of the beneficial interest to be transferred, (B) a written order given in
accordance with the Applicable Procedures containing information regarding the account of the
Depository Participant to be credited with, and the account of the Depository Participant (or if
such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the
case may be) to be debited for, such beneficial interest and (C) a certification in the form of
Exhibit I hereto given by the transferee, the Note Registrar shall instruct the Depository
to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as
the case may be) a beneficial interest in the Regulation S Global Note having a denomination equal
to the amount specified in such instructions by which the account to be debited was reduced upon
such transfer.



               (v) Transfer of Class G Notes. If the Note Owner of an interest in a Class G Note,
whether such Class G Note is a Rule 144A Global Note or a Regulation S Global Note, wishes at any
time to transfer its beneficial interest in such Note to a Person who wishes to take delivery
thereof, such Note Owner may transfer or cause the transfer of such beneficial interest in such
Class G Note only upon compliance with, in addition to the applicable transfer restrictions set
forth in Sections 2.4(d)(i) through (iv) above, the provisions of this Section 2.4(d)(v). In
addition to the applicable transfer restrictions set forth above in Sections 2.4(d)(i) through
(iv), the transferee of a Class G Note must deliver to the Note Registrar at its Corporate Trust
Office a Class G Investor Representation Letter in the form of Exhibit M hereto in which
the transferee represents, warrants and covenants that:



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(A) it is a “United States person” within the meaning of section 7701(a)(30) of the Internal
Revenue Code of 1986, as amended (the “Code”) or is a non-United States person who will hold the
Class G Notes in connection with the conduct of a trade or business in the United States and will
deliver to the Issuer and Note Registrar a properly executed Form W-8ECI in connection with its
acquisition of the Class G Notes and at such other times as reasonably required by the Issuer or
Note Registrar or as required by law, (B) is purchasing the Class G Notes, in an authorized
denomination, for its own account as the sole beneficial owner, (C) has not acquired, and will not
transfer or offer to transfer, the Class G Notes through an “established securities market” or a
“secondary market (or the substantial equivalent thereof)” within the meaning of section 7704(b) of
the Code, (D) either it is not, for federal income tax purposes, a partnership, grantor trust, or
subchapter S corporation (as defined in the Code) (any such entity, a “pass-through entity”) or it
is a pass-through entity and less than 50 percent of the value of each beneficial ownership
interest in such pass-through entity (including for this purpose any contract or financial
instrument the value of which is determined in whole or in part by reference to such pass-through
entity (including the amount of distributions, the value of assets, or the result of operations))
is attributable to the Class G Notes, and (E) it agrees and understands that no acquisition or
transfer of Class G Notes will be effective, and any such purported acquisition or transfer shall
be void ab initio and shall not be recognized by the Issuer or the Note Registrar, if such
acquisition or transfer would cause there to be more than 70 beneficial owners of the Class G
Notes.



          (e) (i) No resale or other transfer of any Note (other than a Class G Note), following its
purchase from the Issuer by the Initial Purchaser may be made to any transferee unless (A) such
transferee is not, and will not acquire such Note on behalf or with the assets of, any Benefit Plan
or (B) no non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or
Similar Law will occur in connection with purchaser’s or such transferee’s acquisition or holding
of such Note; (ii) no resale or other transfer of any Class G Note may be made to any transferee
unless such transferee is not a Benefit Plan Investor; provided, however, that the Class G Notes
may be transferred to an insurance company investor purchasing Class G Notes with assets from its
general account that represents, warrants and covenants that at the time of acquisition and
throughout its holding of the Class G Notes that (A) it is not a Controlling Person, (B) each of
the accounts to which the Class G Notes are allocated by such insurance company investor is an
insurance company general account (I) that is eligible for and meets the requirements of Prohibited
Transaction Class Exemption 95-60 and (II) of which less than 25% of the assets are (or represent)
assets of a Benefit Plan Investor, and (C) no non-exempt prohibited transaction under Section 406
of ERISA, Section 4975 of the Code or any Similar Law will occur in connection with the acquisition
and holding of the Class G Notes; and (iii) in addition to the applicable provisions of this
Section 2.4 and the rules of the Depository, the exchange, transfer and registration of transfer of
Global Notes shall only be made in accordance with Section 2.4(c), 2.4(d) and this Section 2.4(e).




          (f) No fee or service charge shall be imposed by the Note Registrar for its services in
respect of any registration of transfer or exchange referred to in this Section 2.4. The Note
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or
other governmental charge payable in connection with any such transfer.




14









 








          (g) None of the Issuer, the Indenture Trustee, the Servicer or the Note Registrar is obligated
to register or qualify the Notes under the Securities Act or any other securities law or to take
any action not otherwise required under this Indenture to permit the transfer of such Notes without
registration or qualification. Any such Noteholder desiring to effect such transfer shall, and does
hereby agree to, indemnify the Issuer, the Indenture Trustee, the Servicer and the Note Registrar
against any loss, liability or expense that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.




          (h) The Servicer agrees to cause the Issuer, and the Issuer agrees to provide, such
information as required under Rule 144A under the Securities Act so as to allow resales of Notes to
“qualified institutional buyers” (as defined therein) in accordance herewith.




          (i) The Notes represent the sole obligation of the Issuer payable from the Collateral and do
not represent the obligations of the Originator, the Servicer, the Backup Servicer, the Indenture
Trustee or the Custodian.




     Section 2.5 Mutilated, Destroyed, Lost and Stolen Notes.



          (a) If any mutilated Note is surrendered to the Indenture Trustee, the Issuer shall execute
and the Indenture Trustee shall authenticate and deliver in exchange therefore a replacement Note
of like tenor and principal amount and bearing a number not contemporaneously outstanding.




          (b) If there shall be delivered to the Issuer and the Indenture Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as
may be required by them to save each of them and any agent of either of them harmless then, in the
absence of actual notice to the Issuer or the Indenture Trustee that such Note has been acquired by
a bona fide purchaser, the Issuer shall execute and upon its request the Indenture Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a replacement Note of
like tenor and principal amount and bearing a number not contemporaneously outstanding.




          (c) In case the final installment of principal on any such mutilated, destroyed, or stolen
Note has become or will at the next Payment Date become due and payable, the Issuer, in its
discretion, may, instead of issuing a replacement Note, pay such Note.




          (d) Upon the issuance of any replacement Note under this Section 2.5, the Issuer or the
Indenture Trustee may require the payment by the Noteholder of a sum sufficient to cover any Tax or
other governmental charge that may be imposed as a result of the issuance of such replacement Note.




          (e) Every replacement Note issued pursuant to this Section 2.5 in lieu of any destroyed, lost
or stolen Note shall constitute an original additional contractual obligation of the Issuer,
whether or not the destroyed, lost or stolen Note shall be at any time



15









 






enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.




          (f) The provisions of this Section 2.5 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes.




     Section 2.6 Payment of Interest and Principal; Rights Preserved.



          (a) Any installment of interest or principal, payable on any Note that is punctually paid or
duly provided for by or on behalf of the Issuer on the applicable Payment Date shall be paid to the
Person in whose name such Note was registered at the close of business on the Record Date for such
Payment Date by check mailed to the address specified in the Note Register, or if a Holder has
provided wire transfer instructions to the Indenture Trustee at least 5 Business Days prior to the
applicable Payment Date, upon the request of a Holder, by wire transfer of federal funds to the
account and number specified in the Note Register, in each case on such Record Date for such Person
(which shall be, as to each original purchaser of the Notes the account and number specified by
such purchaser to the Indenture Trustee in writing, or if no such account or number is so
specified, then by check mailed to such Person’s address as it appears in the Note Register on such
Record Date).




          (b) All reductions in the principal amount of a Note effected by payments of principal made on
any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the
registration of transfer thereof or in exchange therefore or in lieu thereof whether or not such
payment is noted on such Note. All payments on the Notes shall be paid without any requirement of
presentment, but each Holder of any Note shall be deemed to agree by its acceptance of the same, to
surrender such Note at the Corporate Trust Office within thirty (30) days after receipt of the
final principal payment of such Note.




     Section 2.7 Persons Deemed Owners.



          Prior to due presentment of a Note for registration of transfer, the Issuer, the Indenture
Trustee, and any agent of the Issuer or the Indenture Trustee may treat the registered Noteholder
as the owner of such Note for the purpose of receiving payment of principal of and interest on such
Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the
Issuer, the Indenture Trustee, nor any agent of the Issuer or the Indenture Trustee shall be
affected by notice to the contrary.




     Section 2.8 Cancellation.



          All Notes surrendered for registration of transfer or exchange or following final payment
shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture
Trustee and shall be promptly canceled by it. The Issuer may at any time deliver to the Indenture
Trustee for cancellation any Notes previously authenticated and delivered hereunder which the
Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly
canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes canceled as provided in this Section 2.8,



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except as expressly permitted by this Indenture. All canceled Notes held by the Indenture
Trustee may be disposed of in the normal course of its business or as directed by an Issuer Order.




     Section 2.9 Noteholder Lists.



          The Indenture Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of the Noteholders. In the event the
Indenture Trustee no longer serves as the Note Registrar, the Issuer (or any other obligor upon the
Notes) shall furnish to the Indenture Trustee at least 5 Business Days before each Payment Date
(and in all events in intervals of not more than 6 months) and at such other times as the Indenture
Trustee may request in writing a list in such form and as of such date as the Indenture Trustee may
reasonably require of the names and addresses of the Noteholders.




     Section 2.10 Treasury Notes.



          In determining whether the Noteholders of the required Outstanding Note Balance of the Notes
have concurred in any direction, waiver or consent, Notes held or redeemed by the Issuer or any
other obligor in respect of the Notes or held by an Affiliate of the Issuer or such other obligor
shall be considered as though not Outstanding, except that for the purposes of determining whether
the Indenture Trustee shall be protected in relying on any such direction, waiver or consent, only
Notes which a Responsible Officer of the Indenture Trustee knows are so owned shall be so
disregarded.




     Section 2.11 Notice to Depository.



          Whenever notice or other communication to the Holders of Global Notes is acquired under this
Indenture, unless and until Definitive Notes have been issued to the related Note Owners pursuant
to Section 2.3 hereof, the Indenture Trustee shall give all such notices and communications
specified herein to be given to such Note Owners to the Depository.




     Section 2.12 Confidentiality.



          Each Noteholder, by acceptance of a Note, agrees and covenants that it shall hold in
confidence all Confidential Information; provided, however, that any Noteholder may
deliver or disclose Confidential Information to (i) its directors, officers, trustees, managers;
employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to
the investment represented by the Notes), (ii) its financial advisors and other professional
advisors who agree to hold confidential such information substantially in accordance with the terms
of this Section 2.12, (iii) any other Noteholder, (iv) any institutional investor to which such
Noteholder sells or offers to sell such Note or any part thereof or any participation therein (if
such Person has agreed in writing prior to its receipt of such confidential information to be bound
by the provisions of this Section 2.12), (v) any federal or state regulatory authority having
jurisdiction over such Noteholder, (vi) the National Association of Insurance Commissioners or any
similar organization, or any nationally recognized rating



17









 






agencies that requires access to information about such Noteholder’s investment portfolio,
(vii) the Rating Agency, (viii) to the extent the information relates to the U.S. Federal income
tax treatment of the offering of the notes and any fact that may be relevant to understanding the
tax treatment (the “Tax Structure”) and all materials of any kind (including opinions or other tax
analyses) that are provided to the Issuer, the Initial Purchaser and each prospective investor
relating to such tax treatment and Tax Structure or (ix) any other person to which such delivery or
disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation
or order applicable to such Noteholder, (x) in response to any subpoena or other legal process, (y)
in connection with any litigation to which such shareholder is a party or (z) if an Event of
Default has occurred and is continuing, to the extent such Noteholder may reasonably determine such
delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of
the rights and remedies under the Notes and the Transaction Documents.




ARTICLE III




ACCOUNTS; COLLECTION AND

APPLICATION OF MONEYS; REPORTS




     Section 3.1 Trust Accounts; Investments by Indenture Trustee.



          (a) On or before the Closing Date, the Indenture Trustee shall establish in the name of the
Indenture Trustee for the benefit of the Noteholders as provided in this Indenture, the Trust
Accounts, which accounts (other than the Lockbox Account) shall be Eligible Bank Accounts
maintained at the Corporate Trust Office.




          Subject to the further provisions of this Section 3.1(a), the Indenture Trustee shall, upon
receipt or upon transfer from another account, as the case may be, deposit into such Trust Accounts
all amounts received by it which are required to be deposited therein in accordance with the
provisions of this Indenture. All such amounts and all investments made with such amounts,
including all income and other gain from such investments, shall be held by the Indenture Trustee
in such accounts as part of the Collateral as herein provided, subject to withdrawal by the
Indenture Trustee in accordance with, and for the purposes specified in the provisions of, this
Indenture.




          (b) The Indenture Trustee shall assume that any amount remitted to it in respect of the
Collateral is to be deposited into the Collection Account pursuant to Section 3.2(a) hereof unless
a Responsible Officer of the Indenture Trustee receives written instructions from the Servicer to
the contrary.




          (c) None of the parties hereto shall have any right of “set-off” with respect to any Trust
Account or any investment therein.




          (d) So long as no Event of Default shall have occurred and be continuing, all or a portion of
the amounts in any Trust Account (other than the Lockbox Account) shall be invested and reinvested
by the Indenture Trustee pursuant to an Issuer Order in one or more Eligible Investments. Subject
to the restrictions on the maturity of investments set forth



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in Section 3.1(f) below, each such Issuer Order may authorize the Indenture Trustee to make
the specific Eligible Investments set forth therein and to make Eligible Investments from time to
time consistent with the general instructions set forth therein, in each case, in such amounts as
such Issuer Order shall specify.




          (e) In the event that either (i) the Issuer shall have failed to give investment directions to
the Indenture Trustee by 9:30 A.M., New York City time on any Business Day on which there may be
uninvested cash or (ii) an Event of Default shall be continuing, the Indenture Trustee shall
promptly invest and reinvest the funds then in the designated Trust Account to the fullest extent
practicable in those obligations or securities described in clause (d) of the definition of
“Eligible Investments”. All investments made by the Indenture Trustee shall mature no later than
the maturity date therefor permitted by Section 3.1(f) below.




          (f) No investment of any amount held in any Trust Account shall mature later than the Business
Day immediately preceding the Payment Date which is scheduled to occur immediately following the
date of investment. All income or other gains (net of losses) from the investment of moneys
deposited in any Trust Account shall be deposited by the Indenture Trustee in such account
immediately upon receipt.




          (g) Subject to Section 3.1(d) above, any investment of any funds in any Trust Account shall be
made under the following terms and conditions:




               (i) each such investment shall be made in the name of the Indenture Trustee, in each case in
such manner as shall be necessary to maintain the identity of such investments part of the
Collateral; and



               (ii) any certificate or other instrument evidencing such investment shall be delivered
directly to the Indenture Trustee, and the Indenture Trustee shall have sole possession of such
instrument, and all income on such investment.



          (h) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency
in any Trust Account resulting from losses on investments made in accordance with the provisions of
this Section 3.1 including, but not limited to, losses resulting from the sale or depreciation in
the market value of such investments (but the institution serving as Indenture Trustee shall at all
times remain liable for its own obligations, if any, constituting part of such investments). The
Indenture Trustee shall not be liable for any investment or liquidation of an investment made by it
in accordance with this Section 3.1 on the grounds that it could have made a more favorable
investment or a more favorable selection for sale of an investment.




          (i) The parties agree that each Trust Account (other than the Lockbox Account) is a
“securities account” within the meaning of Article 8 of the UCC and that all property (including
without limitation all uninvested funds, securities and other investment property) at any time
deposited or carried in or credited to the Trust Accounts (other than the Lockbox Account) shall be
treated as “financial assets” within the meaning of Article 8 of the UCC. The Account Intermediary
agrees that (A) it is a “securities intermediary” within



19









 






the meaning of Article 8 of the UCC and will at all times act in such capacity with respect to
the Trust Accounts and (B) the Indenture Trustee is the entitlement holder of the Trust Accounts
(other than the Lockbox Account). The parties agree that the Account Intermediary shall follow all
“entitlement orders” (as such term is defined in Article 8 of the UCC) originated by the Indenture
Trustee with respect to the Trust Accounts (other than the Lockbox Account) and all financial
assets deposited or carried in or credited to any Trust Account (other than the Lockbox Account).
The parties agree that the “securities intermediary’s jurisdiction”, within the meaning of Section
8-110 of the UCC, with respect to security entitlements to financial assets credited to the Trust
Accounts (other than the Lockbox Account) shall be the State of New York.




     Section 3.2 Establishment and Administration of the Trust Accounts.



          (a) Collection Account. The Issuer hereby directs and the Indenture Trustee hereby
agrees to cause to be established and maintained an account (the “Collection Account”) for the
benefit of the Noteholders. The Collection Account shall be an Eligible Bank Account initially
established at the corporate trust department of the Indenture Trustee, bearing the following
designation “Silverleaf Timeshare Loan-Backed Notes,
Series 2008-A—Collection Account, Wells Fargo
Bank, National Association, as Indenture Trustee for the benefit of the Noteholders”. The
Indenture Trustee on behalf of the Noteholders shall possess all right, title and interest in all
funds on deposit from time to time in the Collection Account and in all proceeds thereof. The
Collection Account shall be under the sole dominion and control of the Indenture Trustee for the
benefit of the Noteholders as their interests appear in the Collateral. If, at any time, the
Collection Account ceases to be an Eligible Bank Account, the Indenture Trustee shall within two
(2) Business Days establish a new Collection Account which shall be an Eligible Bank Account,
transfer any cash and/or any investments to such new Collection Account, and from the date such new
Collection Account is established, it shall be the “Collection Account”. The Indenture Trustee
agrees to immediately deposit any amounts received by it into the Collection Account. Amounts on
deposit in the Collection Account shall be invested in accordance with Section 3.1 hereof.
Withdrawals and payments from the Collection Account will be made on each Payment Date as provided
in Section 3.4 or Section 6.6 hereof, as applicable. The Indenture Trustee, at the written
direction of the Servicer, shall withdraw (no more than once per calendar week) from the Collection
Account and return to the Servicer or as directed by the Servicer, any amounts which (1) were
mistakenly deposited by the Lockbox Bank in the Collection Account, including, without limitation,
amounts representing Misdirected Payments and (ii) represent Additional Servicing Compensation. The
Indenture Trustee may conclusively rely on such written direction.




          (b) General Reserve Account. The Issuer hereby directs and the Indenture Trustee
hereby agrees to cause to be established and maintained an account (the “General Reserve Account”)
for the benefit of the Noteholders. On the Closing Date, the Indenture Trustee shall deposit, from
the proceeds from the sale of the Notes, an amount equal to the General Reserve Account Initial
Deposit. The General Reserve Account shall be an Eligible Bank Account initially established at the
corporate trust department of the Indenture Trustee, bearing the following designation “Silverleaf
Timeshare Loan-Backed Notes, Series 2008-



20









 






A—General Reserve Account, Wells Fargo Bank, National Association, as Indenture Trustee for
the benefit of the Noteholders”. The Indenture Trustee on behalf of the Noteholders shall possess
all right, title and interest in all funds on deposit from time to time in the General Reserve
Account and in all proceeds thereof. The General Reserve Account shall be under the sole dominion
and control of the Indenture Trustee for the benefit of the Noteholders as their interests appear
in the Collateral. If, at any time, the General Reserve Account ceases to be an Eligible Bank
Account, the Indenture Trustee shall within two (2) Business Days establish a new General Reserve
Account which shall be an Eligible Bank Account, transfer any cash and/or any investments to such
new General Reserve Account and from the date such new General Reserve Account is established, it
shall be the “General Reserve Account”. Amounts on deposit in the General Reserve Account shall be
invested in accordance with Section 3.1 hereof. Deposits to the General Reserve Account shall be
made in accordance with Section 3.4 hereof. Withdrawals and payments from the General Reserve
Account shall be made in the following manner:




               (i) Deposits into General Reserve Account. On or before the Closing Date, the Issuer
will cause the Indenture Trustee to deposit from proceeds of the sale of the Notes an amount equal
to the General Reserve Account Initial Deposit.



               (ii) Withdrawals. Subject to Sections 3.2(b)(iii) and (iv) below, if on any Payment
Date, Available Funds (without giving effect to any deposit from the General Reserve Account) would
be insufficient to pay any portion of the Required Payments on such Payment Date, the Indenture
Trustee shall, based on the Monthly Servicer Report, withdraw from the General Reserve Account an
amount equal to the lesser of such insufficiency and the amount on deposit in the General Reserve
Account and deposit such amount in the Collection Account.



               (iii) Sequential Pay Event or Event of Default. Upon the occurrence of a Sequential
Pay Event, the Indenture Trustee shall withdraw all amounts on deposit in the General Reserve
Account and shall deposit such amounts to the Collection Account for distribution in accordance
with Section 3.4(d) hereof. Upon the occurrence of an Event of Default, the Indenture Trustee
shall withdraw all amounts on deposit in the General Reserve Account and shall deposit such amounts
to the Collection Account for distribution in accordance with Section 6.6 hereof.



               (iv) Stated Maturity or Payment in Full. On the earlier to occur of the Stated
Maturity and the Payment Date on which the Outstanding Note Balance of all Classes of Notes is
reduced to zero, the Indenture Trustee shall withdraw all amounts on deposit in the General Reserve
Account and shall deposit such amounts to the Collection Account.



               (v) Amounts in Excess of General Reserve Account Required Balance. Except if a
Sequential Pay Event or Event of Default shall have occurred and is continuing, on any Payment
Date, if amounts on deposit in the General Reserve Account are greater than the General Reserve
Account Required Balance (after giving effect to all other distributions and disbursements on such
Payment Date), the Indenture Trustee shall, based on the Monthly Servicer Report, withdraw funds in
excess of the General Reserve Account



21









 







Required Balance from the General Reserve Account and disburse such amounts to the Issuer.



     Section 3.3 Reserved.



     Section 3.4 Distributions.



          (a) So long as no Sequential Pay Event or Default Acceleration Event has occurred, on each
Payment Date, to the extent of Available Funds, amounts due under the Guaranty, if any, and based
on the Monthly Servicer Report, the Indenture Trustee shall withdraw funds from the Collection
Account to make the following disbursements and distributions to the following parties, in the
following order of priority:




               (i) to the Indenture Trustee, the Indenture Trustee Fee, plus any accrued and unpaid Indenture
Trustee Fees with respect to prior Payment Dates, and any out-of-pocket expenses of the Indenture
Trustee (up to $10,000 per Payment Date) incurred and not reimbursed in connection with its
obligations and duties under the Indenture;



               (ii) to the Servicer, the Servicing Fee, plus any accrued and unpaid Servicing Fees with
respect to prior Payment Dates and to the successor servicer, if any, the Servicer Termination
Costs, if any (up to a cumulative total of $100,000);



               (iii) to the Backup Servicer, the Backup Servicing Fee, plus any accrued and unpaid Backup
Servicing Fees with respect to prior Payment Dates;



               (iv) to the Noteholders of each Class, pro rata, the Interest Distribution Amount for such
Class;



               (v) to the Class A Noteholders, the Class A Principal Distribution Amount;



               (vi) to the Class B Noteholders, the Class B Principal Distribution Amount;



               (vii) to the Class C Noteholders, the Class C Principal Distribution Amount;



               (viii) to the Class D Noteholders, the Class D Principal Distribution Amount;



               (ix) to the Class E Noteholders, the Class E Principal Distribution Amount;



               (x) to the Class F Noteholders, the Class F Principal Distribution Amount;



               (xi) to the Class G Noteholders, the Class G Principal Distribution Amount;



22









 





               (xii) to (a) the Class A Noteholders, (b) the Class B Noteholders, (c) the Class C
Noteholders, (d) the Class D Noteholders, (e) the Class E Noteholders, (f) the Class F Noteholders
and (g) the Class G Noteholders, in that order, the Deferred Interest Amount for such Class, if
any;



               (xiii) if the amount on deposit in the General Reserve Account is less than the General
Reserve Required Balance, to the General Reserve Account, any remaining Available Funds until
amounts on deposit in the General Reserve Account shall equal the General Reserve Account Required
Balance;



               (xiv) to the Indenture Trustee, any out-of-pocket expenses of the Indenture Trustee not paid
in accordance with (i) above;



               (xv) if a Prorata Payment Event has occurred and is continuing, to the Noteholders of each
Class, pro rata, until the Outstanding Note Balance of each Class of Notes is reduced to zero; and



               (xvi) to the Issuer, any remaining Available Funds.



          (b) Reserved.




          (c) Reserved.




          (d) Upon the occurrence of a Sequential Pay Event or pursuant to Section 6.6(a) after the
occurrence of a Payment Default Event, distributions shall be made to the extent of Available Funds
and amounts due under the Guaranty, if any, in the following order of priority:




               (i) to the Indenture Trustee, the Indenture Trustee Fee, plus any accrued and unpaid Indenture
Trustee Fees with respect to prior Payment Dates, and any out-of-pocket expenses of the Indenture
Trustee (up to $10,000 per Payment Date) incurred and not reimbursed in connection with its
obligations and duties under the Indenture;



               (ii) to the Servicer, the Servicing Fee, plus any accrued and unpaid Servicing Fees with
respect to prior Payment Dates and to the successor servicer, if any, the Servicer Termination
Costs, if any (up to a cumulative total of $100,000);



               (iii) to the Backup Servicer, the Backup Servicing Fee, plus any unpaid Backup Servicing Fees
with respect to prior Payment Dates;



               (iv) to the Class A Noteholders, the Class A Interest Distribution Amount;



               (v) to the Class B Noteholders, the Class B Interest Distribution Amount;



               (vi) to the Class C Noteholders, the Class C Interest Distribution Amount;



23









 





               (vii) to the Class D Noteholders, the Class D Interest Distribution Amount;



               (viii) to the Class E Noteholders, the Class E Interest Distribution Amount;



               (ix) to the Class F Noteholders, the Class F Interest Distribution Amount;



               (x) to the Class G Noteholders, the Class G Interest Distribution Amount;



               (xi) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of
the Class A Notes is reduced to zero;



               (xii) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of
the Class B Notes is reduced to zero;



               (xiii) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of
the Class C Notes is reduced to zero;



               (xiv) to the Class D Noteholders, all remaining amounts until the Outstanding Note Balance of
the Class D Notes is reduced to zero;



               (xv) to the Class E Noteholders, all remaining amounts until the Outstanding Note Balance of
the Class E Notes is reduced to zero;



               (xvi) to the Class F Noteholders, all remaining amounts until the Outstanding Note Balance of
the Class F Notes is reduced to zero;



               (xvii) to the Class G Noteholders, all remaining amounts until the Outstanding Note Balance of
the Class G Notes is reduced to zero;



               (xviii) to (a) the Class A Noteholders, (b) the Class B Noteholders, (c) the Class C
Noteholders, (d) the Class D Noteholders, (e) the Class E Noteholders, (f) the Class F Noteholders,
and (g) the Class G Noteholders, in that order, the Deferred Interest Amount for such Class, if
any;



               (xix) to the Indenture Trustee, any out-of-pocket expenses of the Indenture Trustee not paid
in accordance with (i) above; and



               (xx) to the Issuer, any remaining Available Funds.



     Section 3.5 Reports to Noteholders.



          On each Payment Date, the Indenture Trustee shall make available via the Indenture Trustee’s
internet website the Monthly Servicer Report to the Initial Purchaser, the Noteholders, the Rating
Agency, the Backup Servicer, the Guarantor and the Issuer;




24









 







provided, however, the Indenture Trustee shall have no obligation to provide
such information described in this Section 3.5 until it has received the requisite information from
the Issuer or the Servicer. The Indenture Trustee will make no representation or warranties as to
the accuracy or completeness of such documents and will assume no responsibility therefore. On or
before the fifth day prior to the final Payment Date with respect to any Class, the Indenture
Trustee shall send notice of such Payment Date to the Rating Agency, the Initial Purchaser and the
Noteholders of such Class. Such notice shall include a statement that if such Notes are paid in
full on the final Payment Date, interest shall cease to accrue as of the day immediately preceding
such final Payment Date. In addition, the Indenture Trustee shall deliver to the Note Owners, all
notices, compliance reports and other certificates delivered by the Servicer or the Issuer pursuant
to Sections 4.5, 5.3(g), 5.5, 5.7, 5.8 and 11.1 of this Indenture. At a Note Owner’s request, the
Indenture Trustee agrees to provide such Note Owner an accounting of the balance in the General
Reserve Account.




          The Indenture Trustee’s internet website shall be initially located at
“www.CTSLink.com” or at another address as shall be specified by the Indenture Trustee from
time to time in writing to the Issuer, the Servicer, the Noteholders and the Rating Agency. For
assistance with this service, Noteholders may call the customer service desk at (301) 815-6600. In
connection with providing access to the Indenture Trustee’s internet website, the Indenture Trustee
may require registration and the acceptance of a disclaimer. The Indenture Trustee shall not be
liable for the dissemination of information in accordance with this Agreement.




          The Indenture Trustee shall have the right to change the way Monthly Servicer Reports are
distributed in order to make such distribution more convenient and/or more accessible to the above
parties and the Indenture Trustee shall provide timely and adequate notification to all above
parties regarding any such changes.




          Annually (and more often, if required by applicable law), the Indenture Trustee shall
distribute to Noteholders any Form 1099 or similar information returns required by applicable tax
law to be distributed to the Noteholders. The Servicer shall prepare or cause to be prepared all
such information for distribution by the Indenture Trustee to the Noteholders.




     Section 3.6 Note Balance Write-Down Amounts.



          The Note Balance Write-Down Amount, if any, on each Payment Date shall be applied to the
Adjusted Note Balance of a Class of Notes immediately following the distribution of Available Funds
in the following order of Priority: first, to the Class G Notes until the Adjusted Note Balance
thereof is reduced to zero; second, to the Class F Notes until the Adjusted Note Balance thereof is
reduced to zero; third, to the Class E Notes until the Adjusted Note Balance thereof is reduced to
zero; fourth, to the Class D Notes until the Adjusted Note Balance thereof is reduced to zero;
fifth, to the Class C Notes until the Adjusted Note Balance thereof is reduced to zero; sixth, to
the Class B Notes until the Adjusted Note Balance thereof is reduced to zero; and seventh, to the
Class A Notes until the Adjusted Note Balance thereof is reduced to zero. The application of the
Note Balance



25









 






Write-Down Amount to a Class of Notes shall not reduce such Class’ entitlement to unpaid
Principal Distribution Amounts.




     Section 3.7 Withholding Taxes.



          The Indenture Trustee, on behalf of the Issuer, shall comply with all requirements of the Code
and applicable Treasury Regulations and applicable state and local law with respect to the
withholding from any distributions made by it to any Noteholder of any applicable withholding taxes
imposed thereon and with respect to any applicable reporting requirements in connection therewith.




ARTICLE IV




THE COLLATERAL




     Section 4.1 Acceptance by Indenture Trustee.



          (a) Concurrently with the execution and delivery of this Indenture, the Indenture Trustee does
hereby acknowledge and accept the conveyance by the Issuer of the assets included in the
Collateral. The Indenture Trustee shall hold the Collateral in trust for the benefit of the
Noteholders, subject to the terms and provisions hereof. In connection with the conveyance of the
Collateral to the Indenture Trustee, the Issuer has delivered or has caused the Originator to
deliver (i) to the Custodian, the Timeshare Loan Files, and (ii) to the Servicer the Timeshare Loan
Servicing Files for each Timeshare Loan conveyed on the Closing Date. On or prior to each Transfer
Date, the Issuer will deliver or cause to be delivered (i) to the Custodian, the Timeshare Loan
Files, and (ii) to the Servicer, the Timeshare Loan Servicing Files, for each Qualified Substitute
Timeshare Loan to be conveyed on such Transfer Date.




          (b) The Indenture Trustee shall perform its duties under this Section 4.1 for the benefit of
the Noteholders in accordance with the terms of this Indenture and applicable law and, in each
case, taking into account its other obligations hereunder, but without regard to:




               (i) any relationship that the Indenture Trustee or any Affiliate of the Indenture Trustee may
have with an Obligor;



               (ii) the ownership of any Note by the Indenture Trustee or any Affiliate of the Indenture
Trustee;



               (iii) the Indenture Trustee’s right to receive compensation for its service hereunder or with
respect to any particular transaction; or



               (iv) the ownership, or holding in trust for others, by the Indenture Trustee of any other
assets or property.




26











 





     Section 4.2 Reserved.



     Section 4.3 Grant of Security Interest, Tax Treatment.



          (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not
constitute and is not intended to result in an assumption by the Indenture Trustee or any
Noteholder of any obligation of the Issuer or the Servicer to the Obligors, to insurers under any
insurance policies, or any other Person in connection with the Timeshare Loans.




          (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will
be treated as indebtedness of the Issuer to the Noteholders secured by the Timeshare Loans (the
“Intended Tax Characterization”). The provisions of this Indenture shall be construed in
furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture
Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder by the
purchase of a Note, agree to report such transactions for purposes of all taxes in a manner
consistent with the Intended Tax Characterization, unless otherwise required by applicable law.




          (c) None of the Issuer, the Servicer or the Backup Servicer shall take any action inconsistent
with the Indenture Trustee’s interest in the Timeshare Loans and shall indicate or shall cause to
be indicated in its books and records held on its behalf that such Timeshare Loan and the other
Timeshare Loans constituting the Collateral have been assigned to the Indenture Trustee on behalf
of the Noteholders.




     Section 4.4 Further Action Evidencing Assignments.



          (a) The Issuer and the Indenture Trustee each agrees that, from time to time, it shall
promptly execute and deliver all further instruments and documents, and take all further action,
that may be necessary or appropriate, or that the Holders representing at least 66-2/3% of the
Adjusted Note Balance of each Class of Notes may reasonably request, in order to perfect, protect
or more fully evidence the security interest in the Timeshare Loans or to enable the Indenture
Trustee to exercise or enforce any of its rights hereunder. Without limiting the generality of the
foregoing, the Issuer will, without the necessity of a request and upon the request of the
Indenture Trustee, execute and file or record (or cause to be executed and filed or recorded) such
Assignments of Mortgage, financing or continuation statements, or amendments hereto or assignments
thereof, and such other instruments or notices, as may be necessary or appropriate to create and
maintain in the Indenture Trustee a first priority perfected security interest, at all times, in
the Collateral, including, without limitation, recording and filing UCC-1 financing statements,
amendments or continuation statements prior to the effective date of any change of the name,
identity or structure or relocation of its chief executive office or any change which could affect
the perfection pursuant to any financing statement or continuation statement or assignment
previously filed or make any UCC-1 or continuation statement previously filed pursuant to this
Indenture seriously misleading within the meaning of applicable provisions of the UCC (and the
Issuer shall give the Indenture Trustee at least thirty (30) Business Days prior notice of the
expected




27









 







occurrence of any such circumstance). The Issuer shall deliver promptly to the Indenture
Trustee file-stamped copies of any such filings.




          (b) (i) The Issuer hereby grants to each of the Servicer and the Indenture Trustee a power of
attorney to execute all documents including, but not limited to, Assignments of Mortgage, UCC-l
financing statements, amendments or continuation statements, on behalf of the Issuer as may be
necessary or desirable to effectuate the foregoing and (ii) the Servicer hereby grants to the
Indenture Trustee a power of attorney to execute all documents on behalf of the Servicer as may be
necessary or desirable to effectuate the foregoing; provided, however, that such grant shall not
create a duty on the part of the Indenture Trustee or the Servicer to file, prepare, record or
monitor, or any responsibility for the contents or adequacy of, any such documents.




     Section 4.5 Substitution and Repurchase of Timeshare Loans.



          (a) Mandatory Substitution and Repurchase of Timeshare Loans for Breach of Representation
or Warranty. If at any time, any party hereto obtains knowledge, discovers, or is notified by
any other party hereto, that any of the representations and warranties of the Originator in the
Transfer Agreement or the Servicer in the Loan Sale Agreement were incorrect at the time such
representations and warranties were made, then the party discovering such defect, omission, or
circumstance shall promptly notify the other parties to this Indenture, the Rating Agency, the
Originator, and the Servicer. In the event any such representation or warranty of the Originator
or the Servicer, as applicable, is incorrect and materially and adversely affects the value of a
Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture
Trustee shall require the Originator or the Servicer, as applicable, within 60 days after the date
it is first notified, or otherwise obtains Knowledge, of such breach to eliminate or otherwise cure
in all material respects the circumstance or condition which has caused such representation or
warranty to be incorrect or (1) if the breach relates to a particular Timeshare Loan and is not
cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”), either (a)
purchase the Issuer’s interest in such Defective Timeshare Loan at the Repurchase Price or (b)
provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall
Amounts, if any; provided, however, that with respect to a breach of the
representations contained in either clause (d)(ii) in Schedule I of the Transfer Agreement
or clause (d)(ii) in Schedule I of the Loan Sale Agreement, the Originator or the Servicer,
as applicable, shall either (i) repurchase the Issuer’s or its assignee’s interest in the related
Defective Timeshare Loan or (ii) provide one or more Qualified Substitute Timeshare Loans and pay
the related Substitution Shortfall Amounts, if any, within 30 days after the Closing Date. The
Indenture Trustee is hereby appointed attorney-in-fact, which appointment is coupled with an
interest and is therefore irrevocable, to act on behalf and in the name of the Issuer to enforce
the Originator’s and the Servicer’s purchase or substitution obligations if the Originator or the
Servicer, as applicable, has not complied with its purchase or substitution obligations under the
Transfer Agreement or the Loan Sale Agreement, as applicable, within 30 days after the end of the
aforementioned 60-day or 30-day period, as applicable.




          (b) Prepayment of Upgraded Timeshare Loans. The Originator, pursuant to the Transfer
Agreement, with respect to any Upgraded Timeshare Loan, on any date, shall



28









 






prepay such Upgraded Timeshare loan on behalf of the related Obligor by depositing the related
Repurchase Price in the Collection Account as set forth in Section 4.5(e) below.




          (c) Optional Purchase or Substitution of Defaulted Timeshare Loans. Pursuant to the
Transfer Agreement, with respect to any Defaulted Timeshare Loans, on any date, the Originator
shall have the option, but not the obligation, to either (i) purchase the Defaulted Timeshare Loan
at the Default Purchase Price for such Defaulted Timeshare Loan or (ii) substitute one or more
Qualified Substitute Timeshare Loans for such Defaulted Timeshare Loan and pay the related
Substitution Shortfall Amount, if any; provided, however, that the option to
purchase a Defaulted Timeshare Loan or to substitute one or more Qualified Substitute Timeshare
Loans for such Defaulted Timeshare Loan is limited on any date to the Optional Purchase Limit;
provided, further, that the Originator’s option to substitute one or more Qualified
Substitute Timeshare Loans for a Defaulted Timeshare Loan is limited on any date to the Optional
Substitution Limit. If the Originator shall purchase Defaulted Timeshare Loans or substitute one
or more Qualified Substitute Timeshare Loans for Defaulted Timeshare Loans as provided herein, the
Originator shall deposit the related Default Purchase Price or Substitution Shortfall Amount, as
applicable, in the Collection Account as set forth in Section 4.5(e) below. The Originator may
irrevocably waive its option to purchase a Defaulted Timeshare Loan or substitute one or more
Qualified Substitute Timeshare Loans for a Defaulted Timeshare Loan by delivering or causing to be
delivered to the Indenture Trustee a Waiver Letter in the form of Exhibit G attached
hereto. The holder or holders of Notes representing at least 66-2/3% of the Adjusted Note Balance
may at any time direct the Indenture Trustee, in connection with any subsequent purchases of
Defaulted Timeshare Loans by the Originator to require the Originator to conduct a public auction
in respect of any such Defaulted Timeshare Loan. The Originator may bid on any such Defaulted
Timeshare Loan during such auction, provided that no such bid may be lower than fifteen percent
(15%) of the original acquisition price paid for the Timeshare Property by the Obligor under such
Defaulted Timeshare Loan. Publication of notice of such auction in a newspaper published daily in
Dallas, Texas, shall be sufficient notice of such auction.




          (d) Optional Purchase of Force Majeure Loans. If a Force Majeure Event occurs at a
Resort, the Originator shall have the option, but not the obligation, to purchase the related Force
Majeure Loans, so long as such Timeshare Loans have not become Defaulted Timeshare Loans. The
Originator will have the option to purchase a Force Majeure Loan at the Force Majeure Purchase
Price; provided, however, that (i) the Originator’s option to purchase a Force Majeure
Loan is limited on any date to the Force Majeure Purchase Limit, and (ii) the Originator shall have
the right to exercise such purchase option for a Force Majeure Loan only if the related Force
Majeure Purchase Price equals or exceeds the Loan Balance of such Force Majeure Loan as of the date
of such purchase, plus all accrued and unpaid interest thereon. If the Originator shall purchase
Force Majeure Loans as provided herein, the Originator shall deposit the related Force Majeure
Purchase Price in the Collection Account as set forth in Section 4.4(e) below.




          (e) Payment of Repurchase Prices and Substitution Shortfall Amounts. The Issuer and
the Indenture Trustee shall direct that the Originator or the Servicer, as applicable, remit or
cause to be remitted all amounts in respect of Repurchase Prices, Default



29









 






Purchase Prices, Force Majeure Purchase Prices and Substitution Shortfall Amounts payable
during the related Due Period in immediately available funds to the Indenture Trustee for deposit
in the Collection Account.




          (f) Schedule of Timeshare Loans. The Issuer and Indenture Trustee shall direct the
Originator to provide or cause to be provided to the Indenture Trustee on any date on which a
Timeshare Loan is purchased, repurchased, substituted, or otherwise added with an electronic
supplement to the Schedule of Timeshare Loans reflecting the removal, substitution and/or other
addition of Timeshare Loans and subjecting any Qualified Substitute Timeshare Loans to the
provisions of the Transaction Documents.




          (g) Officer’s Certificate. No substitution of a Timeshare Loan shall be effective
unless the Issuer and the Indenture Trustee shall have received an Officer’s Certificate of the
Originator or the Servicer, as applicable, indicating that (1) the new Timeshare Loan meets all the
criteria of the definition of “Qualified Substitute Timeshare Loan”, (2) the Timeshare Loan Files
for such Qualified Substitute Timeshare Loan have been delivered to the Custodian, and (3) the
Timeshare Loan Servicing Files for such Qualified Substitute Timeshare Loan have been delivered to
the Servicer.




          (h) Qualified Substitute Timeshare Loans. With respect to each Transfer Date, the
Issuer and the Indenture Trustee shall direct the Originator or the Servicer, as applicable to
deliver or cause the delivery of the Timeshare Loan Files of the related Qualified Substitute
Timeshare Loans to the Custodian in accordance with the provisions of this Indenture and the
Custodial Agreement.




     Section 4.6 Release of Lien.



          (a) The Lien of the Indenture shall be automatically released with respect to any Timeshare
Loan purchased, repurchased or substituted under Section 4.5 hereof, (i) upon satisfaction of each
of the applicable provisions of Section 4.5 hereof, (ii) in the case of any purchase or repurchase,
after a payment by the Originator or the Servicer, as applicable, of the Repurchase Price or
Default Purchase Price, as applicable, of the Timeshare Loan, and (iii) in the case of any
substitution, after payment by the Originator or the Servicer, as applicable, of the applicable
Substitution Shortfall Amounts, if any, pursuant to Section 4.5 hereof.




          (b) The Lien of the Indenture shall be automatically released with respect to any Timeshare
Loan which has been paid in full.




          (c) Reserved.




          (d) In connection with (a) and (b) above, the Issuer and Indenture Trustee will execute and
deliver such releases, endorsements and assignments as are provided to it by the Originator or
Silverleaf, in its capacity as the Servicer, as applicable, in each case, without recourse,
representation or warranty, as shall be necessary to vest in the Originator or Silverleaf, in its
capacity as the Servicer, as applicable, or its designee (or to evidence the vesting in such Person
of), the legal and beneficial ownership of each Timeshare Loan



30









 






released pursuant to this Section 4.6. The Servicer shall deliver a Request for Release to the
Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files
released pursuant to this Section 4.6, and such files shall be transferred to the Originator or
Silverleaf, in its capacity as the Servicer, as applicable, or its designee.




     Section 4.7 Appointment of Custodian and Paying Agent.



          (a) The Indenture Trustee may appoint a Custodian to hold all or a portion of the Timeshare
Loan Files as agent for the Indenture Trustee. Each Custodian shall be a depository institution
supervised and regulated by a federal or state banking authority, shall have combined capital and
surplus of at least $10,000,000, shall be qualified to do business in the jurisdiction, in which it
holds any Timeshare Loan File and shall not be the Issuer or an Affiliate of the Issuer. The
initial Custodian shall be Wells Fargo Bank, National Association. The Indenture Trustee shall not
be responsible for paying the Custodian Fee or any other amounts owed to the Custodian.




          (b) The Issuer hereby appoints the Indenture Trustee as a Paying Agent. The Issuer may appoint
other Paying Agents from time to time. Any such other Paying Agent shall be appointed by Issuer
Order with written notice thereof to the Indenture Trustee. Any Paying Agent appointed by the
Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in
Section 7.7 hereof.




     Section 4.8 Sale of Timeshare Loans.



          The parties hereto agree that none of the Timeshare Loans in the Collateral shall be sold or
disposed of in any manner except as expressly provided for herein.




ARTICLE V




SERVICING OF TIMESHARE LOANS




     Section 5.1 Appointment of Servicer and Backup Servicer; Servicing Standard.



          (a) Subject to the terms and conditions herein, the Issuer and the Indenture Trustee hereby
appoint Silverleaf as the initial Servicer hereunder. The Servicer shall service and administer the
Timeshare Loans and perform all of its duties hereunder in accordance with the Servicing Standard.




          (b) Subject to the terms and conditions herein and in the Backup Servicing Agreement, the
Issuer hereby appoints Wells Fargo Bank, National Association to act as the initial Backup Servicer
hereunder. The Backup Servicer shall perform all of its duties hereunder and under the Backup
Servicing Agreement in accordance with the standard set forth in Section 4 of the Backup Servicing
Agreement.




     Section 5.2 Payments on the Timeshare Loans.



          (a) The Servicer shall, in a manner consistent with the Servicing Standard, reflect all
payments made under each Timeshare Loan and direct each Obligor to timely



31









 






make all payments in respect of his or her Timeshare Loan to the Lockbox Account maintained at
the Lockbox Bank.




          (b) On the Closing Date, the Servicer shall cause to be deposited to the Collection Account
all amounts collected and received in respect of the Timeshare Loans after the Initial Cut-Off Date
(without deduction for any Liquidation Expenses).




          (c) Subject to subsection (d) below, on each Monday, Wednesday, Friday (or if such day is not
a Business Day, then on the next Business Day) and the last Business Day of that related calendar
month, all collections in respect of the Timeshare Loans on deposit in the Lockbox Account will be
remitted to the Collection Account.




          (d) Liquidation Expenses shall be reimbursed to the Servicer in accordance with Section 3.2(a)
hereof. To the extent that the Servicer has received any Liquidation Expenses as Additional
Servicing Compensation and shall subsequently recover any portion of such Liquidation Expenses from
the related Obligor, the Servicer shall deposit such amounts into Collection Account in accordance
with Section 5.3(b) hereof.




          (e) The Servicer agrees that to the extent it receives any amounts in respect of any insurance
policies which are not payable to the Obligor or any other collections relating to the Collateral,
it shall deposit such amounts to the Collection Account within two (2) Business days of receipt
thereof (unless otherwise expressly provided herein).




     Section 5.3 Duties and Responsibilities of the Servicer.



          (a) In addition to any other customary services which the Servicer may perform or may be
required to perform hereunder, the Servicer shall perform or cause to be performed through
sub-servicers, the following servicing and collection activities in accordance with the Servicing
Standard:




               (i) perform standard accounting services and general record keeping services with respect to
the Timeshare Loans;



               (ii) respond to telephone or written inquiries of Obligors concerning the Timeshare Loans;



               (iii) keep Obligors informed of the proper place and method for making payment with respect to
the Timeshare Loans;



               (iv) contact Obligors to effect collections and to discourage delinquencies in the payment of
amounts owed under the Timeshare Loans and doing so by any lawful means;



               (v) report tax information to Obligors and taxing authorities to the extent required by law;



               (vi) take such other action as may be necessary or appropriate in the discretion of the
Servicer for the purpose of collecting and transferring to the Indenture



32









 




Trustee for deposit into the Collection Account all payments received by the Servicer or
remitted to the Lockbox Account in respect of the Timeshare Loans (except as otherwise expressly
provided herein), and to carry out the duties and obligations imposed upon the Servicer pursuant to
the terms of this Indenture;




               (vii) arranging for Liquidations of Timeshare Properties related to Defaulted Timeshare Loans
and the remarketing of such Timeshare Properties as provided in Section 5.3(b) below;



               (viii) use reasonable best efforts to enforce the purchase and substitution obligations of the
Originator under the Transfer Agreement;



               (ix) refrain from modifying, waiving or amending the terms of any Timeshare Loan; provided,
however, the Servicer may modify, waive or amend a Timeshare Loan for which a default on such
Timeshare Loan has occurred or is imminent and such modification, amendment or waiver will not (i)
materially alter the interest rate on or the principal balance of such Timeshare Loan, (ii) shorten
the final maturity of, lengthen the timing of payments of either principal or interest, or any
other terms of, such Timeshare Loan in any manner which would have a material adverse affect on the
Noteholders, (iii) adversely affect the Timeshare Property underlying such Timeshare Loan or (iv)
reduce materially the likelihood that payments of interest and principal on such Timeshare Loan
shall be made when due; provided, further, the Servicer may grant a single extension of the final
maturity of a Timeshare Loan if the Servicer, in its reasonable discretion, determines that (A)
such Timeshare Loan is in default or a default on such Timeshare Loan is likely to occur in the
foreseeable future and (B) the value of such Timeshare Loan will be enhanced by such extension;
provided, further, the Servicer shall not be permitted to modify, waive or amend the terms of any
Timeshare Loan if the sum of the Cut-Off Date Loan Balance of such Timeshare Loan and the Cut-Off
Date Loan Balances of all other Timeshare Loans for which the Servicer has modified, waived or
amended the terms thereof exceeds 5% of the Cut-Off Date Aggregate Loan Balance;



               (x) work with Obligors in connection with any transfer of ownership of a Timeshare Property by
an Obligor to another Person (to the extent permitted), whereby the Servicer may consent to the
assumption by such Person of the Timeshare Loan related to such Timeshare Property (to the extent
permitted); provided, however, in connection with any such assumption, the rate of interest borne
by, the maturity date of, the principal amount of, the timing of payments of principal and interest
in respect of, and all other material terms of, the related Timeshare Loan shall not be changed
other than as permitted in (ix) above;



               (xi) to the extent that the Custodian Fees or the Lockbox Fees are, in the Servicer’s
reasonable business judgment, no longer commercially reasonable, use commercially reasonable
efforts to exercise its rights under the Custodial Agreement or the Lockbox Agreement to replace
the Custodian or Lockbox Bank, as applicable. Any such successor shall be reasonably acceptable to
the Indenture Trustee;



33









 





               (xii) deliver such information and data to the Backup Servicer as is required under the Backup
Servicing Agreement;



               (xiii) deliver electronically any new or amended ACH instructions executed by an Obligor to
the Backup Servicer; and



               (xiv) (A) to cause each Resort to be insured in the event of fire, earthquake, or other
casualty for the full replacement value thereof and if the Resort is located in a designated flood
plain, to maintain flood insurance in an amount not less than the maximum level available under the
National Flood Insurance Act of 1968, as amended; (B) in respect of each Resort, to maintain
general liability insurance in such amounts generally acceptable in the industry; (C) to cause each
Resort’s insurance policies to remain in full force and effect with a generally acceptable
insurance carrier; and (D) to monitor the maintenance of the insurance coverage described in (A),
(B), and (C) above with respect to each Resort and promptly obtain notice and otherwise acquire
Knowledge of any lapse, cessation, decrease or other change in any such insurance coverage.



          (b) In the event that a Defaulted Timeshare Loan is not or cannot be released from the Lien of
the Indenture pursuant to Section 4.6 hereof, the Servicer shall, in accordance with the Servicing
Standard, promptly institute collection procedures, which may include, but are not limited to,
cancellation, forfeiture, termination or foreclosure proceedings or obtaining a deed-in-lieu of
foreclosure (each, a “Foreclosure Property”). Upon the Timeshare Property becoming a Foreclosure
Property, the Servicer shall promptly attempt to liquidate such foreclosure Property. The Servicer
shall select the liquidation option reasonably anticipated to produce the highest Net Liquidation
Proceeds, giving effect to the gross price obtainable, broker’s commissions, foreclosure costs,
fees and marketing expenses and other factors. The Servicer shall be entitled to reimbursement of
Liquidation Expenses out of Liquidation Proceeds. Any Liquidation Expenses later recovered by the
Servicer shall be deposited by the Servicer in the Collection Account in accordance with Section
5.2(c) and (d) hereof.




               (i) To the extent that the Originator or an Affiliate thereof is selected to remarket a
Foreclosure Property, the Servicer shall cause the Originator or Affiliate thereof to agree that it
will remarket such Foreclosure Property in accordance with the Servicing Standard.



               (ii) The Servicer (if Silverleaf or its Affiliate is acting as Servicer) on behalf of the
Issuer and the Indenture Trustee shall take all necessary steps to have the record title of the
applicable Timeshare Properties subject to such Defaulted Timeshare Loans continue to be held by
the Indenture Trustee. In such event, the Servicer shall direct the Indenture Trustee, directly or
through its agents to exercise the remedies provided for in the Oak N’ Spruce Trust Agreement, in
the Mortgage Note or in the other documents with respect to such Defaulted Timeshare Loans and the
Obligors thereunder, and the related Timeshare Property shall be remarketed with the purpose of
obtaining the maximum Net Liquidation Proceeds in respect of such Defaulted Timeshare Loans.



34









 





               (iii) The Servicer shall reserve its rights under the Oak N’ Spruce Trust Agreement and/or the
applicable Mortgages to obtain, at any time, record title and all beneficial interests in respect
of the Timeshare Properties related to Defaulted Timeshare Loans. All actions taken by the
Servicer in respect of any Defaulted Timeshare Loans shall, at all times, be carried out in a
manner such that none of the Issuer, the Indenture Trustee or the Noteholders shall, under
applicable law, be deemed to be the developer or declarant of any Resort.



               (iv) The Servicer may elect to liquidate at a public or private sale any Defaulted Timeshare
Loans or related Timeshare Properties foreclosed upon or otherwise reacquired on behalf of the
Indenture Trustee from the obligors of the Defaulted Timeshare Loans. In the event the Servicer
elects to so liquidate Defaulted Timeshare Loans or the related Timeshare Properties securing these
Defaulted Timeshare Loans, the Originator may bid on such Defaulted Timeshare Loans or related
Timeshare Properties so long as the Originator pays an amount at least equal to the net fair market
value of each related Timeshare Property, as determined by the Originator in its commercially
reasonable judgment, which shall in no event be less than fifteen percent (15%) of the original
acquisition price paid for the Timeshare Property by the Obligor under the Defaulted Timeshare
Loan.



               (v) The Servicer agrees that it shall require that any Liquidation Proceeds be in the form of
cash only.



          (c) The Servicer may not sell any of the Defaulted Timeshare Loans that are included in the
Collateral except as specifically permitted by this Indenture.




          (d) For so long as Silverleaf or any of its Affiliates controls the Resorts, Servicer shall
use commercially reasonable efforts to maintain or cause the Resorts to be maintained in good
repair, working order and condition (ordinary wear and tear excepted).




          (e) For so long as Silverleaf or any of its Affiliates controls the Association for a Resort,
and Silverleaf or an Affiliate thereof is the manager, the related management contract may not be
amended or modified if such amendment or modification is reasonably likely to have a material
adverse affect on the interests of the Noteholder, except with the prior written consent of the
Holders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, which
consent shall not be unreasonably withheld or delayed, or after obtaining a Rating Agency
Confirmation.




          (f) In the event any Lien (other than a Permitted Lien) attaches to any Timeshare Loan or
related collateral from any Person claiming from and through Silverleaf or one of its Affiliates
which materially adversely affects the Issuer’s interest in such Timeshare Loan, Silverleaf shall,
within the earlier to occur of ten (10) Business Days after such attachment or the respective
lienholders’ action to foreclose on such lien, either (a) cause such Lien to be released of record,
(b) provide the Indenture Trustee with a bond in accordance with the applicable laws of the state
in which the Timeshare Property is located, issued by a corporate surety acceptable to the
Indenture Trustee, in an amount and in form



35









 






reasonably acceptable to the Indenture Trustee or (c) provide the Indenture Trustee with such
other security as the Indenture Trustee may reasonably require.




          (g) The Servicer shall: (a) promptly notify the Indenture Trustee of (i) any claim, action or
proceeding which may be reasonably expected to have a material adverse effect on the Collateral, or
any material part thereof, and (ii) any action, suit, proceeding, order or injunction of which
Servicer becomes aware after the date hereof pending or threatened against or affecting Servicer or
any Affiliate which may be reasonably expected to have a material adverse effect on the Collateral
or the Servicer’s ability to service the same; (b) at the request of Indenture Trustee with respect
to a claim or action or proceeding which arises from or through the Servicer or one of its
Affiliates, appear in and defend, at Servicer’s expense, any such claim, petition or proceeding
which would have a material adverse effect on the Timeshare Loans or the Servicer’s ability to
service the same; and (c) comply in all respects, and shall cause all Affiliates to comply in all
respects, with the terms of any orders imposed on such Person by any governmental authority the
failure to comply with which would have a material adverse effect on the Timeshare Loans or the
Servicer’s ability to service the same.




          (h) Except as contemplated by the Transaction Documents, the Servicer (for so long as
Silverleaf or any Affiliate thereof is the Servicer hereunder, otherwise Silverleaf in its
individual capacity) shall not, and shall not permit the Managing Entity or the Orlando Breeze
Resort Club to, encumber, pledge or otherwise grant a lien or security interest in and to the
Reservation System (including, without limitation, all hardware, software and data in respect
thereof) and furthermore agrees, and shall cause the Managing Entity and the Orlando Breeze Resort
Club, to use commercially reasonable efforts to keep the Reservation System operational, not to
dispose of the same and to allow the members of each Association the use of, and access to, the
Reservation System in accordance with the terms of the Management Agreement and the Orlando Breeze
Management Agreement, as applicable.




          (i) For so long as Silverleaf or any Affiliate thereof is the Servicer, it shall comply in all
material respects with the Collection Policy in effect on the Closing Date (or as amended from time
to time with the consent of the holders representing at least 66-2/3% of the Adjusted Note Balance
of each Class of Notes if such amendment is reasonably likely to have material adverse affect on
the interests of the Noteholders or after obtaining a Rating Agency Confirmation) and with the
terms of the Timeshare Loans.




     Section 5.4 Servicer Events of Default.



          (a) A “Servicer Event of Default” means, the occurrence and continuance of any of the
following events:




               (i) any failure by the Servicer to make any required payment, transfer or deposit when due
hereunder and the continuance of such default for a period of five (5) Business Days;



36









 





               (ii) any failure by the Servicer to provide any required report within five (5) Business Days
of when such report is required to be delivered hereunder;



               (iii) any failure by the Servicer to observe or perform in any material respect the covenant
set forth in Section 5.3(a)(xiv) hereof, which failure in respect of clause (A), (B) or (C) of such
Section 5.3(a)(xiv) is not remedied within two (2) Business Days after the Servicer first acquires
Knowledge thereof;



               (iv) any failure by the Servicer to observe or perform in any material respect any other
covenant or agreement in any Transaction Document to which it is a party (other than as set forth
in clause (iii) above), which has a material adverse effect on the Noteholders and such failure is
not remedied within 30 days (or if the Servicer shall have provided evidence satisfactory to the
Indenture Trustee that such covenant cannot be cured in the 30-day period and that it is diligently
pursuing a cure, 60 days), after the earlier of (x) the Servicer first acquiring Knowledge thereof
and (y) the Indenture Trustee’s giving written notice thereof to the Servicer;



               (v) any representation or warranty made by the Servicer in this Indenture shall prove to be
incorrect in any material respect as of the time when the same shall have been made, and such
breach is not remedied within 30 days (or if the Servicer shall have provided evidence satisfactory
to the Indenture Trustee that such breach cannot be cured in the 30-day period and that it is
diligently pursuing a cure, 60 days) after the earlier of (x) the Servicer first acquiring
Knowledge thereof and (y) the Indenture Trustee’s giving written notice thereof to the Servicer;



               (vi) the entry by a court having competent jurisdiction in respect of the Servicer of (i) a
decree or order for relief in respect of the Servicer in an involuntary case or proceeding under
any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or
(ii) a decree or order adjudging the Servicer a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect
of the Servicer under any applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer, or of any
substantial part of its property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or order unstayed and
in effect for a period of 60 consecutive days;



               (vii) the commencement by the Servicer of a voluntary case or proceeding; under any applicable
federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a
decree or order for relief in respect of the Servicer in an involuntary case or proceeding under
any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to
the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it
of a petition or answer or consent seeking reorganization or relief under any applicable federal or
state law, or the consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar
official of the Servicer or of any substantial part of its property, or the making by it of an
assignment for the



37









 




benefit of creditors, or the Servicer’s failure to pay its debts generally as they become due,
or the taking of corporate action by the Servicer in furtherance of any such action;




               (viii) a Sequential Pay Event that remains uncured for one Due Period; or



               (ix) so long as Silverleaf is the Servicer, any failure of the Guarantor to make a payment due
under the Guaranty.



          If any Servicer Event of Default shall have occurred and not been waived hereunder, the
Indenture Trustee may, and upon notice from Holders representing at least 66-2/3% of the Adjusted
Note Balance of each Class of Notes shall, terminate on behalf of the Noteholders, by notice in
writing to the Servicer, all of the rights and obligations of the Servicer, as Servicer under this
Indenture.




          Unless consented to by the Holders representing at least 66-2/3% of the Adjusted Note Balance
of each Class of Notes, the Issuer may not waive any Servicer Event of Default.




          (b) Replacement of Servicer. From and after the receipt by the Servicer of such
written termination notice or the resignation of the Servicer pursuant to Section 5.10 hereof, all
authority and power of the Servicer under this Indenture, whether with respect to the Timeshare
Loans or otherwise, shall, pass to and be vested in the Indenture Trustee, and the Indenture
Trustee shall terminate the Backup Servicing Agreement and be the successor Servicer hereunder and
the duties and obligations of the Servicer shall terminate. The Servicer shall perform such actions
as are reasonably necessary to assist the Indenture Trustee and the Backup Servicer in such
transfer. If the Servicer fails to undertake such action as is reasonably necessary to effectuate
such a transfer, the Indenture Trustee is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the Servicer, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or things reasonably
necessary to effect the purposes of such notice of termination. The Servicer agrees that if it is
terminated pursuant to this Section 5.4, it shall promptly (and, in any event, no later than five
(5) Business Days subsequent to its receipt of the notice of termination from the Indenture
Trustee) provide the Indenture Trustee, the Backup Servicer or their respective designees (with
reasonable costs being borne by the Servicer) with all documents and records (including, without
limitation, those in electronic form) reasonably requested by it to enable the Indenture Trustee to
assume the Servicer’s functions hereunder, and the Servicer shall cooperate with the Indenture
Trustee in affecting the termination of the Servicer’s responsibilities and rights hereunder and
the assumption by a successor of the Servicer’s obligations hereunder, including, without
limitation, the transfer within one (1) Business Day to the Indenture Trustee or its designee for
administration by it of all cash amounts which shall at the time or thereafter be received by it
with respect to the Timeshare Loans (provided, however, that the Servicer shall continue to be
entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date
of such termination). The Indenture Trustee shall be entitled to renegotiate the Servicing Fee;
provided, however, no change to the Servicing Fee may be made unless the Indenture
Trustee shall have received the written consent of Holders representing at least




38









 







66-2/3% of the Adjusted Note Balance of each Class of Notes. Notwithstanding anything herein
to the contrary, in no event shall the Indenture Trustee or Silverleaf be liable for any Servicing
Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount
necessary to induce any successor Servicer to assume the obligations of Servicer under this
Indenture.




          The successor servicer shall be entitled to be reimbursed by the Servicer, (or from the
Collateral to the extent set forth in Section 3.4(a)(ii), 3.4(d)(ii) or Section 6.6(a)(ii) hereof)
if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs.




          The successor Servicer shall have (i) no liability with respect to any obligation which was
required to be performed by the terminated Servicer prior to the date that the successor Servicer
becomes the Servicer or any claim of a third party based on any alleged action or inaction of the
terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the
Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no
obligation to pay any of the fees and expenses of any other party involved in this transaction that
were incurred by the prior Servicer and (v) no liability or obligation with respect to any Servicer
indemnification obligations of any prior Servicer including the original Servicer.




          Notwithstanding anything contained in the Indenture to the contrary, any successor Servicer is
authorized to accept and rely on all of the accounting, records (including computer records) and
work of the prior Servicer relating to the Timeshare Loans (collectively, the “Predecessor Servicer
Work Product”), without any audit or other examination thereof, and such successor Servicer shall
have no duty, responsibility, obligation or liability for the acts and omissions of the prior
Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure
(collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it
materially more difficult to service or should cause or materially contribute to the successor
Servicer making or continuing any Errors (collectively, “Continued Errors”), the successor Servicer
shall have no duty, responsibility, obligation or liability for such Continued Errors; provided,
however, that each successor Servicer shall agree to use its best efforts to prevent further
Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued
Errors, the successor Servicer shall, with the prior consent of the Indenture Trustee, use its best
efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors
and Continued Errors and to prevent future Continued Errors and to recover its costs thereby.




          The Indenture Trustee may appoint an Affiliate as the successor Servicer and the provisions of
this Section 5.4(b) related to the Indenture Trustee shall apply to such Affiliate.




          (c) Any successor Servicer, including the Indenture Trustee, shall not be deemed to be in
default or to have breached its duties as successor Servicer hereunder if the predecessor Servicer
shall fail to deliver any required deposit to the Collection Account or



39









 






otherwise fail to cooperate with, or take any actions required by such successor Servicer
related to the transfer of servicing hereunder.




     Section 5.5 Accountings; Statements and Reports.



          (a) Monthly Servicer Report. Not later than four (4) Business Days prior to each
Payment Date, the Servicer shall deliver to the Issuer, the Indenture Trustee, the Rating Agency,
the Backup Servicer, the Guarantor and the Initial Purchaser, a report (the “Monthly Servicer
Report”) substantially in the form of Exhibit D hereto, detailing certain activity relating
to the Timeshare Loans. The Monthly Servicer Report shall be completed with the information
specified therein for the related Due Period and shall contain such other information (including,
without limitation, amounts, if any, due under the Guaranty on the next Payment Date) as may be
reasonably requested by the Issuer, the Indenture Trustee, the Guarantor or the Initial Purchaser
in writing at least five (5) Business Days prior to the related Determination Date. Each such
Monthly Servicer Report shall be accompanied by an Officer’s Certificate of the Servicer in the
form of Exhibit E hereto, certifying the accuracy of the computations reflected in such
Monthly Servicer Report.




          (b) Certification as to Compliance. The Servicer shall deliver to the Issuer, the
Indenture Trustee, the Rating Agency and the Initial Purchaser, an Officer’s Certificate on or
before April 30 of each year commencing in 2009: (x) to the effect that a review of the activities
of the Servicer during the preceding calendar year, and of its performance under this Indenture
during such period has been made under the supervision of the officers executing such Officer’s
Certificate with a view to determining whether during such period, to the best of such officer’s
knowledge, the Servicer had performed and observed all of its obligations under this Indenture, and
either (A) stating that based on such review, no Servicer Event of Default is known to have
occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred
and is continuing, specifying such Servicer Event of Default and the nature and status thereof.




          (c) Annual Accountants’ Reports. On or before each April 30 of each year commencing in
2009, the Servicer (unless the Indenture Trustee is the Servicer) shall (i) cause a firm of
independent public accountants to furnish a certificate or statement (and the Servicer shall
provide a copy of such certificate or statement to the Issuer, the Indenture Trustee, the Rating
Agency and the Initial Purchaser), to the effect that (1) such firm has examined and audited the
Servicer’s servicing controls and procedures for the previous calendar year and that such
independent public accountants have examined certain documents and records (including computer
records) and servicing procedures of the Servicer relating to the Timeshare Loans, (2) they have
examined the most recent Monthly Servicer Report prepared by the Servicer and three other Monthly
Servicer Reports chosen at random by such firm and compared such Monthly Servicer Reports with the
information contained in such documents and records, (3) their examination included such tests and
procedures as they considered necessary in the circumstances, (4) their examinations and
comparisons described under clauses (1) and (2) above disclosed no exceptions which, in their
opinion, were material, relating to such Timeshare Loans or such Monthly Servicer Reports, or if
any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion,
were material, (5) on the basis of such examinations and comparison,



40









 






such firm is of the opinion that the Servicer has, during the relevant period, serviced the
Timeshare Loans in compliance with this Indenture and the other Transaction Documents in all
material respects and that such documents and records have been maintained in accordance with this
Indenture and the other Transaction Documents in all material respects, except in each case for (A)
such exceptions as such firm shall believe to be immaterial and (B) such other exceptions as shall
be set forth in such written report. The report will also indicate that such firm is independent of
the Servicer within the meaning of the Code of Professional Ethics of the American Institute of
Certified Public Accountants. In the event such independent public accountants require the
Indenture Trustee to agree to the procedures to be performed by such firm in any of the reports
required to be prepared pursuant to this Section 5.5(c), the Servicer shall direct the Indenture
Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will
deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the
Indenture Trustee has not made any independent inquiry or investigation as to, and shall have no
obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.




          (d) Report on Proceedings and Servicer Event of Default. (i) Promptly upon a
Responsible Officer of the Servicer’s obtaining Knowledge of any proposed or pending investigation
of it by any Governmental Authority or any court or administrative proceeding which involves or is
reasonably likely to involve the possibility of materially and adversely affecting the properties,
business, prospects, profits or conditions (financial or otherwise) of the Servicer and its
subsidiaries, as a whole, the Servicer shall send written notice specifying the nature of such
investigation or proceeding and what action the Servicer is taking or proposes to take with respect
thereto and evaluating its merits, or (ii) immediately upon obtaining Knowledge of the existence of
any condition or event which constitutes a Servicer Event of Default, the Servicer shall send
written notice to the Issuer, the Indenture Trustee and the Initial Purchaser describing its nature
and period of existence and what action the Servicer is taking or proposes to take with respect
thereto.




     Section 5.6 Records.



          The Servicer shall maintain all data for which it is responsible (including, without
limitation, computerized tapes or disks) relating directly to or maintained in connection with the
servicing of the Timeshare Loans (which data and records shall be clearly marked to reflect that
the Timeshare Loans have been Granted to the Indenture Trustee on behalf of the Noteholders and
constitute part of the Collateral) at the address specified in Section 13.3 hereof or, upon fifteen
(15) days’ notice to the Issuer and the Indenture Trustee, at such other place where any Servicing
Officer of the Servicer is located (or upon 24 hours’ written notice if an Event of Default or
Servicer Event of Default shall have occurred).




     Section 5.7 Fidelity Bond and Errors and Omissions Insurance.



          The Servicer shall maintain or cause to be maintained fidelity bond and errors and omissions
insurance with respect to the Servicer in such form and in amounts as is customary for institutions
acting as custodian of funds in respect of timeshare loans or receivables on behalf of
institutional investors; provided that such insurance shall be in a



41









 






minimum amount of $1,000,000 per policy and shall name the Indenture Trustee as an additional
insured. No provision of this Section 5.7 requiring such fidelity bond or errors and omissions
insurance shall diminish or relieve the Servicer from its duties and obligations as set forth in
this Indenture. The Servicer shall be deemed to have complied with this provision if one of its
respective Affiliates has such fidelity bond or errors and omissions insurance coverage and, by the
terms of such fidelity bond or errors and omissions insurance policy, the coverage afforded
thereunder extends to the Servicer. Upon a request of the Indenture Trustee, the Servicer shall
deliver to the Indenture Trustee, a certification evidencing coverage under such fidelity bond and
the errors and omissions insurance. Any such fidelity bond or errors and omissions insurance policy
shall not be canceled or modified in a materially adverse manner without ten (10) Business Days’
prior written notice to the Indenture Trustee.




     Section 5.8 Merger or Consolidation of the Servicer.



          (a) The Servicer shall promptly provide written notice to the Indenture Trustee and the Rating
Agency of any merger or consolidation of the Servicer. The Servicer shall keep in full effect its
existence, rights and franchise as a corporation under the laws of the state of its incorporation
except as permitted herein, and shall obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Indenture or any of the Timeshare Loans and to
perform its duties under this indenture.




          (b) Any Person into which the Servicer may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or
any Person succeeding to the business of the Servicer, shall be the successor of the Servicer
hereunder, without the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the
successor or surviving Person (i) is a company whose business includes the servicing of assets
similar to the Timeshare Loans and shall be authorized to lawfully transact business in the state
or states in which the related Timeshare Properties it is to service are situated; (ii) is a U.S.
Person, and (iii) delivers to the Indenture Trustee (1) an agreement, in form and substance
reasonably satisfactory to the Indenture Trustee, which contains an assumption by such successor
entity of the due and punctual performance and observance of each covenant and condition to be
performed or observed by the Servicer under this Indenture and the other Transaction Documents to
which the Servicer is a party and (2) an opinion of counsel as to the enforceability of such
agreement; provided, further, that the Rating Agency shall have confirmed that such action will not
result in a downgrade or withdrawal of any rating assigned to the Class of Notes.




     Section 5.9 Sub-Servicing.



          (a) The Servicer may enter into one or more sub-servicing agreements with a sub-servicer upon
such terms and conditions as the Servicer may reasonably agree and as are not inconsistent with
this Indenture. References herein to actions taken or to be taken by the Servicer in servicing the
Timeshare Loans include actions taken or to be taken by a



42









 






sub-servicer on behalf of the Servicer. The Servicer shall be solely responsible for any
sub-servicing fees due and payable to such sub-servicer.




          (b) Notwithstanding any sub-servicing agreement, the Servicer shall remain obligated and
liable for the servicing and administering of the Timeshare Loans in accordance with this
Indenture, without diminution of such obligation or liability by virtue of such sub-servicing
agreement, and to the same extent and under the same terms and conditions as if the Servicer alone
were servicing and administering the Timeshare Loans.




     Section 5.10 Servicer Resignation.



          The Servicer shall not resign from the duties and obligations hereby imposed on it under this
Indenture unless and until (i) a successor servicer, acceptable to the Issuer, the Indenture
Trustee and the Holders representing at least 66-2/3% of the Adjusted Note Balance of each Class of
Notes, enters into an agreement in form and substance satisfactory to the Indenture Trustee, which
contains an assumption by such successor servicer of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the Servicer under this
Indenture from and after the date of assumption and (ii) the ratings of the Notes will not be
qualified, downgraded or withdrawn (as evidenced by a letter from the Rating Agency to the
Indenture Trustee to such effect, which letter shall be obtained at the expense of the Servicer,
without right of reimbursement). Upon such resignation, the Servicer shall comply with Section
5.4(b) hereunder.




          Except as provided in the immediately preceding paragraph or elsewhere in this Indenture, or
as provided with respect to the survival of indemnifications herein, the duties and obligations of
a Servicer under this Indenture shall continue until this Agreement shall have been terminated as
provided herein. The duties and obligations of a Servicer hereunder shall survive the exercise by
the Indenture Trustee of any right or remedy under this Indenture or the enforcement by the
Indenture Trustee of any provision of this Indenture.




     Section 5.11 Fees and Expenses.



          As compensation for the performance of its obligations under this Indenture, the Servicer
shall be entitled to receive on each Payment Date, from amounts on deposit in the Collection
Account and in the priorities described in Section 3.4 hereof, the Servicing Fee and any Additional
Servicing Compensation. Other than Liquidation Expenses, the Servicer shall pay all expenses
incurred by it in connection with its servicing activities hereunder.




     Section 5.12 Access to Certain Documentation.



          Upon ten (10) Business Days’ prior written notice (or one Business Day’s prior written notice
after the occurrence and during the continuance of an Event of Default or a Servicer Event of
Default), the Servicer will, from time to time during regular business hours, as requested by the
Issuer, the Indenture Trustee or any Noteholder and, prior to the occurrence of a Servicer Event of
Default, at the expense of the Issuer or such Noteholder and upon the occurrence and continuance of
a Servicer Event of Default, at the expense of the Servicer, permit the Issuer, the Indenture
Trustee or any Noteholder or its agents or



43









 






representatives (i) to examine and make copies of and abstracts from all books, records and
documents (including, without limitation, computer tapes and disks) in the possession or under the
control of the Servicer relating to the servicing of the Timeshare Loans serviced by it and (ii) to
visit the offices and properties of the Servicer for the purpose of examining such materials
described in clause (i) above, and to discuss matters relating to the Timeshare Loans with any of
the officers, employees or accountants of the Servicer having knowledge of such matters. Nothing in
this Section shall affect the obligation of the Servicer to observe any applicable law prohibiting
disclosure of information regarding the Obligors, and the failure of the Servicer to provide access
to information as a result of such obligation shall not constitute a breach of this Section.




     Section 5.13 No Offset.



          Prior to the termination of this Indenture, the obligations of Servicer under this Indenture
shall not be subject to any defense, counterclaim or right of offset which the Servicer has or may
have against the Issuer, the Indenture Trustee or any Noteholder, whether in respect of this
Indenture, any Timeshare Loan or otherwise.




     Section 5.14 Account Statements.



          In connection with the Servicer’s preparation of the Monthly Servicer Reports, the Indenture
Trustee agrees to deliver to the Servicer via electronic delivery a monthly statement providing
account balances of each of the Trust Accounts.




     Section 5.15 Indemnification; Third Party Claim.



          The Servicer agrees to indemnify the Issuer, the Indenture Trustee, the Backup Servicer, the
Custodian and the Noteholders from and against any and all actual damages (excluding economic
losses related to the collectibility of any Timeshare Loan), claims, reasonable attorneys’ fees and
related costs, judgments, and any other costs, fees and expenses that each may sustain because of
the failure of the Servicer to service the Timeshare Loans in accordance with the Servicing
Standard or otherwise perform its obligations and duties hereunder in compliance with the terms of
this Indenture, or because of any act or omission by the Servicer due to its negligence or willful
misconduct in connection with its maintenance and custody of any funds, documents and records under
this Indenture, or its release thereof except as contemplated by this Indenture; provided, however,
the Servicer shall not be obligated to indemnify any party hereunder to the extent the related
liability results from such party’s gross negligence or willful misconduct. The Servicer shall
immediately notify the Issuer and the Indenture Trustee if it has Knowledge of a claim made by a
third party with respect to the Timeshare Loans, and, if such claim relates to the servicing of the
Timeshare Loans by the Servicer, the Servicer shall assume, with the consent of the Indenture
Trustee, the defense of any such claim and pay all expenses in connection herewith, including
reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may
be entered against it. In addition, so long as Silverleaf or any Affiliate thereof acts as
Servicer, the Servicer hereby agrees to indemnify the Indenture Trustee and its officers,
directors, employees and agents for, and to hold them harmless against, any loss, liability or
expense, including any loss, liability or expense directly or



44









 






indirectly incurred (regardless of negligence or bad faith on the part of the Indenture
Trustee or the Servicer) to the extent that such loss, liability or expense arose of out of or was
imposed on the Indenture Trustee as a result of any penalty or other cost imposed by the Internal
Revenue Service or other taxing authority. This Section 5.15 shall survive the termination of this
Indenture or the resignation or removal of the Servicer hereunder.




     Section 5.16 Backup Servicer.



          (a) Backup Servicing Agreement. The Issuer, the Indenture Trustee, the Servicer and
the Backup Servicer hereby agree to execute the Backup Servicing Agreement. The Backup Servicer
shall be responsible for each of the duties and obligations imposed upon it by the provisions of
the Backup Servicing Agreement and shall have no duties or obligations under any Transaction
Document to which it is not a party.




          (b) Termination of Servicer; Cooperation. In the event that the Servicer is terminated
or resigns in accordance with the terms of this Indenture, the Backup Servicer agrees that the
Backup Servicing Agreement will be terminated. The Backup Servicer agrees to cooperate in good
faith with any successor Servicer to effect a transition of the servicing obligations by the
Servicer and the Backup Servicer to any successor Servicer.




          (c) Reserved.




          (d) Backup Servicing Fee. The Backup Servicer shall receive its Backup Servicing Fee
in accordance with Sections 3.4 or 6.6, as applicable.




          (e) Termination of Backup Servicer. Notwithstanding anything to the contrary herein,
the Indenture Trustee shall have the right to remove the Backup Servicer with or without cause at
any time and replace the Backup Servicer pursuant to the provisions of the Backup Servicing
Agreement. In the event that the Indenture Trustee shall exercise its rights to remove and replace
Wells Fargo Bank, National Association as Backup Servicer, Wells Fargo Bank, National Association
shall have no further obligation to perform the duties of the Backup Servicer under this Indenture.
In the event of a termination of the Backup Servicing Agreement prior to the termination or
resignation of Silverleaf as the Servicer hereunder, the Indenture Trustee shall appoint a
successor Backup Servicer reasonably acceptable to the Indenture Trustee. Upon the termination or
resignation of the Backup Servicer, the Indenture Trustee shall be deemed to represent, warrant and
covenant that it will service or engage a subservicer to perform each of the servicing duties and
responsibilities described in this Indenture.




     Section 5.17 Reserved.



     Section 5.18 Recordation.



          As soon as practicable after the Closing Date or Transfer Date, as applicable (but in no event
later than 10 Business Days or 60 days with respect to Timeshare Loans for which the original
Mortgages are still at the related recording office) after such date, the Servicer shall cause all
Assignments of Mortgage in respect of the Timeshare Loans to be




45









 







recorded in the appropriate offices. The Servicer agrees to cause all evidences of recordation
to be delivered to the Custodian to be held as part of the Timeshare Loan Files.




ARTICLE VI




EVENTS OF DEFAULT; REMEDIES




     Section 6.1 Events of Default.



          “Event of Default” wherever used herein with respect to Notes, means any one of the following
events:




          (a) a default in the making of Interest Distribution Amounts, Principal Distribution Amounts,
Deferred Interest Amounts or any other payments in respect of any Note when such become due and
payable, and continuance of such default for five (5) Business Days; or




          (b) failure by Silverleaf, in its capacity as the Originator to purchase any Defective
Timeshare Loan or substitute a Qualified Substitute Loan for a Defective Timeshare Loan within the
specified time period; or




          (c) a non-monetary default in the performance, or breach, of any covenant of the Issuer in
this Indenture (other than a covenant dealing with a default in the performance of which or the
breach of which is specifically dealt with elsewhere in this Section 6.1), the continuance of such
default or breach for a period of 30 days (or if the Issuer shall have provided evidence
satisfactory to the Indenture Trustee that such covenant cannot be cured in the 30-day period and
that it is diligently pursuing a cure, 60 days) after the earlier of (x) the Issuer first acquiring
Knowledge thereof, and (y) the Indenture Trustee’s giving written notice thereof to the Issuer; or




          (d) if any representation or warranty of the Issuer made in this Indenture shall prove to be
incorrect in any material respect as of the time when the same shall have been made, and such
breach is not remedied within 30 days (or if the Issuer shall have provided evidence satisfactory
to the Indenture Trustee that such representation or warranty cannot be cured in the 30-day period
and that it is diligently pursuing a cure, 60 days) after the earlier of (x) the Issuer first
acquiring Knowledge thereof, and (y) the Indenture Trustee’s giving written notice thereof to the
Issuer;




          (e) a failure by the Guarantor to make a payment when due under the Guaranty; or




          (f) the entry by a court having jurisdiction over the Issuer of (i) a decree or order for
relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal
or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order
adjudging the Issuer as bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment, or composition of or in respect of the Issuer under any
applicable federal or state law, or appointing a custodian, receiver,



46









 






liquidator, assignee, trustee, sequestrator, or other similar official of the Issuer, or of
any substantial part of its property, or ordering the winding up or liquidation of its affairs, and
the continuance of any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or




          (g) the commencement by the Issuer of a voluntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a
decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by the
Issuer of a petition or answer or consent seeking reorganization or relief under any applicable
federal or state law, or the consent by the Issuer to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator, or similar official of the Issuer or of any substantial part of its property, or the
making by the Issuer of an assignment for the benefit of creditors, or the Issuer’s failure to pay
its debts generally as they become due, or the taking of corporate action by the Issuer in
furtherance of any such action; or




          (h) the Issuer becoming subject to registration as an “investment company” under the
Investment Company Act of 1940, as amended; or




          (i) the impairment of the validity of any security interest of the Indenture Trustee in the
Collateral in any material respect, except as expressly permitted hereunder, or the creation of any
material encumbrance on or with respect to the Collateral or any portion thereof not otherwise
permitted, which is not stayed or released within ten (10) days of the Issuer having Knowledge of
its creation; or




          (j) (A) the occurrence and continuance of the Servicer Event of Default set forth under
Section 5.4(a)(iii) hereof or (B) the occurrence and continuance of a Servicer Event of Default
(other than as described in the immediately preceding clause (A)) that is uncured for two
consecutive Due Periods; or




          (k) on any Payment Date, after application of all Available Funds and any amounts paid
pursuant to the Guaranty, the sum of the Aggregate Loan Balance and the amount on deposit in the
General Reserve Account is less than the aggregate Outstanding Note Balance; or




          (l) failure by the Originator as the Servicer to maintain a perfected, first priority
ownership interest (and backup security interest) in the Timeshare Loans in favor of the Issuer.




          For the avoidance of doubt, the amount of principal and Deferred Interest Amounts required to
be paid to Noteholders pursuant to this Indenture is generally limited to the Available Funds in
the Collection Account and any amounts due under the Guaranty. Therefore, the failure to pay
principal and Deferred Interest Amounts on the Notes generally will not result in the occurrence of
an Event of Default until the Stated Maturity.




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     Section 6.2 Acceleration of Maturity; Rescission and Annulment.



          (a) Upon the occurrence and continuance of an Event of Default, if (i) such Event of Default
of the kind specified in Section 6.1(f) or Section 6.1(g) above occurs, (ii) an Event of Default of
the kind specified in Section 6.1(a) above occurs and either (x) the Aggregate Loan Balance of the
Timeshare Loans is less than the Aggregate Outstanding Note Balance due to a default on one or more
of the Timeshare Loans or (y) such Event of Default specified in Section 6.1(a) above continues for
two consecutive Payment Dates, then each Class of Notes shall automatically become due and payable
at its Outstanding Note Balance together with all accrued and unpaid interest thereon.




          (b) Upon the occurrence and continuance of an Event of Default, if such Event of Default is of
the kind specified in Section 6.1(a) above (other than as described in Section 6.2(a) above), the
Indenture Trustee shall, upon notice from Holders representing at least 66-2/3% of the Adjusted
Note Balance of the most senior Class of Notes then Outstanding (and, if payment of interest and
principal on the most senior Class of Notes then Outstanding is current, the consent of the Holders
representing at least 66-2/3% of the Adjusted Note Balance of the most senior Class of Notes which
has failed to receive one or more payments of interest or principal), declare each Class of Notes
to be immediately due and payable at its Outstanding Note Balance plus all accrued and unpaid
interest thereon.




          (c) Upon the occurrence and continuance of an Event of Default, if such Event of Default
(other than an Event of Default of the kind described in Sections 6.2(a) or (b) above) shall occur
and is continuing, the Indenture Trustee shall, upon notice from Holders representing at least
66-2/3% of the Adjusted Note Balance of the most senior Class of Notes then Outstanding, declare
each Class of Notes to be immediately due and payable at its outstanding Note Balance plus all
accrued and unpaid interest thereon.




          (d) Upon any such declaration or automatic acceleration, the Outstanding Note Balance of each
Class of Notes together with all accrued and unpaid interest thereon shall become immediately due
and payable without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Issuer. The Indenture Trustee shall promptly send a notice of any declaration
or automatic acceleration to the Rating Agency.




          (e) At any time after such a declaration of acceleration has been made but before a judgment
or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in
this Article provided, the Holders representing at least 66-2/3% of the Outstanding Note Balance of
the most senior Class Outstanding (and, if the consent of another Class shall have been required
for such declaration, Holders representing at least 66-2/3% of the Outstanding Note Balance of such
Class) by written notice to the Issuer and the Indenture Trustee, may rescind and annul such
declaration and its consequences if-




               (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:



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	 	(A)	 	all principal due on any
Class of Notes which has become due otherwise than by such
declaration of acceleration and interest thereon from the date
when the same first became due until the date of payment or
deposit,
	 
	 	(B)	 	all interest due with respect
to any Class of Notes and, to the extent that payment of such
interest is lawful, interest upon overdue interest from the
date when the same first became due until the date of payment
or deposit at a rate per annum equal to the applicable Note
Rate, and
	 
	 	(C)	 	all sums paid or advanced by
the Indenture Trustee hereunder and the reasonable
compensation, expenses, disbursements, and advances of each of
the Indenture Trustee and the Servicer, its agents and
counsel;





          and




               (ii) all Events of Default with respect to the Notes, other than the non-payment of the
Outstanding Note Balance of each Class of Notes which became due solely by such declaration of
acceleration, have been cured or waived as provided in Section 6.13 hereof.



          (f) An automatic acceleration under Section 6.2(a) may only be rescinded and annulled by
Holders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes then
Outstanding.




          (g) Notwithstanding Section 6.2(d) and (e) above, (i) if the Indenture Trustee shall have
commenced making payments as described in Section 6.6, no acceleration may be rescinded or annulled
and (ii) no rescission shall affect any subsequent Events of Default or impair any rights
consequent thereon.




     Section 6.3 Remedies.



          (a) If an Event of Default with respect to the Notes occurs and is continuing of which a
Responsible Officer of the Indenture Trustee has Knowledge, the Indenture Trustee shall immediately
give notice to each Noteholder as set forth in Section 7.2 and shall solicit such Noteholders for
advice. The Indenture Trustee shall then take such action as so directed by the Holders
representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes then Outstanding
subject to the provisions of this Indenture.




          (b) Following any acceleration of the Notes, the Indenture Trustee shall have all of the
rights, powers and remedies with respect to the Collateral as are available to secured parties
under the UCC or other applicable law, subject to the limitations set forth in subsection (d) below
and provided such action is not inconsistent with any other provision of



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this Agreement. Such rights, powers and remedies may be exercised by the Indenture Trustee in
its own name as trustee under this Indenture.




          (c) (i) If an Event of Default specified in Section 6.1(a) above occurs and is continuing,
the Indenture Trustee is authorized to recover judgment in its own name and as trustee under this
Indenture against the Issuer for the Aggregate Outstanding Note Balance and interest remaining
unpaid with respect to the Notes.




               (ii) Subject to the provisions set forth herein, if an Event of Default occurs and is
continuing, the Indenture Trustee may, in its discretion, and at the instruction of the Holders
representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes then outstanding
shall, proceed to protect and enforce its rights and the rights of the Noteholders by such
appropriate judicial or other proceedings as the Indenture Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy. The Indenture Trustee shall notify the Issuer, the Rating Agency, the
Servicer and the Noteholders of any such action.



          (d) If the Indenture Trustee shall have received instructions, within 45 days from the date
notice pursuant to Section 6.3(a) is first given, from Holders representing at least 66-2/3% of the
Adjusted Note Balance of each Class of Notes then Outstanding that such Persons approve of or
request the liquidation of all of the Timeshare Loans, the Indenture Trustee shall to the extent
lawful, promptly sell, dispose of or otherwise liquidate all of the Timeshare Loans in a
commercially reasonable manner and on commercially reasonable terms, which shall include the
solicitation of competitive bids from third parties including any Noteholder (other than Silverleaf
or any Affiliates thereof), such bids to be approved by the Holders representing at least 66-2/3%
of the Adjusted Note Balance of each Class of Notes then Outstanding. The Indenture Trustee may
obtain a prior determination from any conservator, receiver or liquidator of the Issuer that the
terms and manner of any proposed sale, disposition or liquidation are commercially reasonable.




     Section 6.4 Indenture Trustee May File Proofs of Claim.



          (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding related to the
Issuer, or any other obligor in respect of the Notes, or the property of the Issuer, or such other
obligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the
Notes shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the
payment of overdue principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise:




               (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid
in respect of the Notes and to file such other papers or documents as may be necessary or advisable
in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances of the
Indenture Trustee and any predecessor



50









 




Indenture Trustee, their agents and counsel) and of the Noteholders allowed in such judicial
proceeding;




               (ii) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and



               (iii) to participate as a member, voting or otherwise, of any official committee of creditors
appointed in such matter;



               (iv) and any custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar
official in such judicial proceeding is hereby authorized by each Noteholder to make such payments
to the Indenture Trustee and to pay to the Indenture Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor
Indenture Trustee, their agents and counsel, and any other amounts due the Indenture Trustee and
any predecessor Indenture Trustee under Section 7.6 hereof.



          (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize,
consent to, accept or adopt on behalf of any Noteholder any plan of reorganization, agreement,
adjustment or composition affecting the Notes or the rights of any Noteholder thereof or affecting
the Timeshare Loans or the other assets included in the Collateral or to authorize the Indenture
Trustee to vote in respect of the claim of any Noteholder in any such proceeding.




     Section 6.5 Indenture Trustee May Enforce Claims Without Possession of Notes.



          All rights of action and claims under this Indenture, the Notes, the Timeshare Loans or the
other assets included in the Collateral may be prosecuted and enforced by the Indenture Trustee
without the possession of any of the Notes or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own
name as trustee under this Indenture, and any recovery of judgment shall, after provisions for the
payment of reasonable compensation, expenses, disbursements and advances of the Indenture Trustee
and any predecessor Indenture Trustee, their agents and counsel, be for the benefit of the
Noteholders in respect of which such judgment has been recovered, and distributed pursuant to the
priorities contemplated by Section 3.4 and Section 6.6 hereof, as applicable.




     Section 6.6 Application of Money Collected.



          (a) If a Payment Default Event shall have occurred and the Indenture Trustee has not yet
effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the
Indenture Trustee in respect of the Collateral and any other money that may be held thereafter by
the Indenture Trustee as security for the Notes, including, without limitation, the amounts on
deposit in the General Reserve Account and amounts, if any, paid under the Guaranty shall be
applied in accordance with the order set forth in Section 3.4(d) hereof.




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          (b) If (i) a Payment Default Event shall have occurred and (ii) the Indenture Trustee shall
have effected a sale of the Collateral under Section 6.3(d) and Section 6.16 hereof ((i) and (ii),
a “Default Acceleration Event”), any money collected by the Indenture Trustee in respect of the
Collateral and any other money that may be held hereafter by the Indenture Trustee as security for
the Notes, including without limitation the Amounts on deposit in the General Reserve Account and
amounts, if any, paid under the Guaranty (all such amounts, collectively “Default Collections”)
shall be applied in the following order on each Payment Date:




               (i) to the Indenture Trustee, any accrued and unpaid Indenture Trustee Fees and any
out-of-pocket expenses of the Indenture Trustee incurred and not reimbursed as of such date;



               (ii) to the Servicer, the Servicing Fee, plus any accrued and unpaid Servicing Fees with
respect to prior Payment Dates and to the successor servicer, if any, the Servicer Termination
Costs, if any (up to a cumulative total of $100,000);



               (iii) to the Backup Servicer, the Backup Servicing Fee, plus any unpaid Backup Servicing Fees
with respect to prior Payment Dates;



               (iv) to the Class A Noteholders, the Class A Interest Distribution Amount;



               (v) to the Class A Noteholders, the Class A Deferred Interest Amount, if any;



               (vi) to the Class A Noteholders, all remaining Default Collections until the Outstanding Note
Balance of the Class A Notes is reduced to zero;



               (vii) to the Class B Noteholders, the Class B Interest Distribution Amount;



               (viii) to the Class B Noteholders, the Class B Deferred Interest Amount, if any;



               (ix) to the Class B Noteholders, all remaining Default Collections until the Outstanding Note
Balance of the Class B Notes is reduced to zero;



               (x) to the Class C Noteholders, the Class C Interest Distribution Amount;



               (xi) to the Class C Noteholders, the Class C Deferred Interest Amount, if any;



               (xii) to the Class C Noteholders, all remaining Default Collections until the Outstanding Note
Balance of the Class C Notes is reduced to zero;



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               (xiii) to the Class D Noteholders, the Class D Interest Distribution Amount;



               (xiv) to the Class D Noteholders, the Class D Deferred Interest Amount, if any;



               (xv) to the Class D Noteholders, all remaining Default Collections until the Outstanding Note
Balance of the Class D Notes is reduced to zero;



               (xvi) to the Class E Noteholders, the Class E Interest Distribution Amount;



               (xvii) to the Class E Noteholders, the Class E Deferred Interest Amount, if any;



               (xviii) to the Class E Noteholders, all remaining Default Collections until the Outstanding
Note Balance of the Class E Notes is reduced to zero;



               (xix) to the Class F Noteholders, the Class F Interest Distribution Amount;



               (xx) to the Class F Noteholders, the Class F Deferred Interest Amount, if any;



               (xxi) to the Class F Noteholders, all remaining Default Collections until the Outstanding Note
Balance of the Class F Notes is reduced to zero;



               (xxii) to the Class G Noteholders, the Class G Interest Distribution Amount;



               (xxiii) to the Class G Noteholders, the Class G Deferred Interest Amount, if any;



               (xxiv) to the Class G Noteholders, all remaining Default Collections until the Outstanding
Note Balance of the Class G Notes is reduced to zero; and



               (xxv) to the Issuer, any remaining amounts.



          (c) Notwithstanding the occurrence and continuation of an Event of Default, prior to the
occurrence of a Payment Default Event or Default Acceleration Event, Noteholders shall continue to
be paid in the manner and priorities described in Section 3.4(a) hereof.




     Section 6.7 Limitation on Suits.



          No Noteholder shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture or for any other remedy hereunder, unless:




53









 








          (a) there is a continuing Event of Default and such Noteholder has previously given written
notice to the Indenture Trustee of a continuing Event of Default;




               (i) such Noteholder or Noteholders have offered to the Indenture Trustee reasonable indemnity
(which may be in the form of written assurances) against the costs, expenses and liabilities to be
incurred in compliance with such request;



               (ii) the Indenture Trustee, for 30 days after its receipt of such notice, request and offer of
indemnity, has failed to institute any such proceeding; and



               (iii) no direction inconsistent with such written request has been given to the Indenture
Trustee during such 30-day period by the Holders representing at least 66-2/3% of the adjusted Note
Balance of each Class of Notes Outstanding;



               (iv) it being understood and intended that no one or more of such Noteholders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other Noteholders, or to obtain or to seek to obtain
priority or preference over any other Noteholders or to enforce any right under this Indenture,
except in the manner herein provided and for the ratable benefit of all such Noteholders. It is
further understood and intended that so long as any portion of the Notes remains Outstanding, the
Servicer shall not have any right to institute any proceeding, judicial or otherwise, with respect
to its Indenture (other than for the enforcement of Section 3.4 hereof) or for the appointment of a
receiver or trustee (including without limitation a proceeding under the Bankruptcy Code), or for
any other remedy hereunder. Nothing in this Section 6.7 shall be construed as limiting the rights
of otherwise qualified Noteholders to petition a court for the removal of a Indenture Trustee
pursuant to Section 7.8 hereof.



     Section 6.8 Unconditional Right of Noteholders to Receive Principal and Interest.



          Notwithstanding any other provision in this Indenture, other than the provisions hereof
limiting the right to recover amounts due on the Notes to recoveries from the property comprising
the Collateral, the Holder of any Note shall have the absolute and unconditional right to receive
payment of the principal of, and interest on, such Note as such payments of principal and interest
become due, including on the Stated Maturity, and such right shall not be impaired without the
consent of such Noteholder.




     Section 6.9 Restoration of Rights and Remedies.



          If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Indenture Trustee or to such noteholder, then and,
in every such case, subject to any determination in such proceeding, the Issuer, the Indenture
Trustee and the Noteholders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Indenture Trustee and the Noteholders
continue as though no such proceeding had been instituted.





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     Section 6.10 Rights and Remedies Cumulative.



          Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost, or stolen Notes in the last paragraph of Section 2.5 hereof, no right or remedy
herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.




     Section 6.11 Delay or Omission Not Waiver.



          No delay or omission of the Indenture Trustee or of any Holder of any Note to exercise any
right or remedy accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy
given by this Article or by law to the Indenture Trustee or to the Noteholders may be exercised
from time to time, and’ as often as may be deemed expedient, by the Indenture Trustee or by the
Noteholders, as the case may be.




     Section 6.12 Control by Noteholders.



          Except as may otherwise be provided in this Indenture, until such time as the conditions
specified in Sections 11.1(a)(i) and (ii) hereof have been satisfied in full, the Holders
representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes shall have the
right to direct the time, method and place of conducting any proceeding for any remedy available to
the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee; with
respect to the Notes. Notwithstanding the foregoing:




               (i) no such direction shall be in conflict with any rule of law or with this Indenture;



               (ii) the Indenture Trustee shall not be required to follow any such direction which the
Indenture Trustee reasonably believes might result in any personal liability on the part of the
Indenture Trustee for which the Indenture Trustee is not adequately indemnified; and



               (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee
which is not inconsistent with any such direction; provided that the Indenture Trustee shall give
notice of any such action to each Noteholder.



     Section 6.13 Waiver of Events of Default.



          (a) Unless a Default Acceleration Event shall have occurred, the Holders representing at least
66-2/3% of the Adjusted Note Balance of each Class of Notes may, by one or more instruments in
writing, waive any Event of Default hereunder and its consequences, except a continuing Event of
Default:




55









 








               (i) in respect of the payment of the principal of or interest on any Note (which may only be
waived by the Holder of such Note), or



               (ii) in respect of a covenant or provision hereof which under Article IX hereof cannot be
modified or amended without the consent of the Holder of each Outstanding Note affected (which only
may be waived by the Holders of all Outstanding Notes affected).



          (b) A copy of each waiver pursuant to Section 6.13(a) above shall be furnished by the Issuer
to the Indenture Trustee and each Noteholder. Upon any such waiver, such Event of Default shall
cease to exist and shall be deemed to have been cured, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Event of Default or impair any right consequent
thereon.




     Section 6.14 Undertaking for Costs.



          All parties to this Indenture agree (and each Holder of any Note by its acceptance hereof
shall be deemed to have agreed) that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Indenture
Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall not apply to (i) any
suit instituted by the Indenture Trustee, (ii) to any suit instituted by any Noteholder, or group
of noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes
outstanding, or (iii) to any suit instituted by any Noteholder for the enforcement of the payment
of the principal of or interest on any Note on or after the maturities for such payments, including
the Stated Maturity, as applicable.




     Section 6.15 Reserved.



     Section 6.16 Collateral.



          (a) The power to effect the sale of the Collateral pursuant to Section 6.3 hereof shall
continue unimpaired until all the Collateral shall have been sold or all amounts payable on the
Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may
from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale
by public announcement made at the time and place of such sale.




          (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party
the Collateral, or any portion thereof except as permitted under Section 6.3(d) hereof.




          (c) In connection with a sale of the Collateral:




56









 








               (i) any one or more Noteholders (other than Silverleaf or any Affiliates thereof) may bid for
and purchase the property offered for sale, and upon compliance with the terms of sale may hold,
retain, and possess and dispose of such property, without further accountability, and any
Noteholder (other than Silverleaf or any Affiliates thereof) may, in paying the purchase money
therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit
in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon,
and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon,
shall be returned to the Noteholders after being appropriately stamped to show such partial
payment;



               (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance
prepared by the Servicer transferring the Indenture Trustee’s interest in the Collateral without
recourse, representation or warranty in any portion of the Collateral in connection with a sale
thereof;



               (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of
the Issuer to transfer and convey the Issuer’s interest in any portion of the Collateral in
connection with a sale thereof, and to take all action necessary to effect such sale;



               (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture
Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the
application of any moneys; and



               (v) The method, manner, time, place and terms of any sale of the Collateral shall be
commercially reasonable.



               (vi) Except as set forth in Section 5.3(b)(iv) hereof, none of Silverleaf or its Affiliates
may bid for and purchase the Timeshare Loans offered for sale by the Indenture Trustee in Section
6.16(c)(i) above.



     Section 6.17 Action on Notes.



          The Indenture Trustee’s right to seek and recover judgment on the Notes or under this
Indenture or any other Transaction Document shall not be affected by the seeking, obtaining or
application of any other relief under or with respect to this Indenture or any other Transaction
Document. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or
the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against
the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral
or upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee
shall be applied in accordance with the provisions of this Indenture.




     Section 6.18 Performance and Enforcement of Certain Obligations.



          Promptly following a request from the Indenture Trustee, the Issuer shall take all such lawful
action as the Indenture Trustee may request to compel or secure the



57









 






performance and observance by the Originator and the Servicer, as applicable, of each of their
respective obligations to the Issuer under or in connection with the Transfer Agreement, the Loan
Sale Agreement and any other Transaction Document and to exercise any and all rights, remedies,
powers and privileges lawfully available to the Issuer under or in connection with the Transfer
Agreement, the Loan Sale Agreement or any other Transaction Document to the extent, and in the
manner directed by the Indenture Trustee, including the transmission of notices of default on the
part of the Originator or the Servicer thereunder and the institution of legal or administrative
actions or proceedings to compel or secure performance by the Originator or the Servicer of each of
their obligations under the Transfer Agreement, the Loan Sale Agreement and the other Transaction
Documents.




ARTICLE VII




THE INDENTURE TRUSTEE




     Section 7.1 Certain Duties.



          (a) The Indenture Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Indenture Trustee. Except as expressly set forth herein, the
Indenture Trustee shall have no obligation to monitor the performance of the Servicer under the
Transaction Documents.




          (b) In the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed herein, upon
certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of
this Indenture; but in the case of any such certificates or opinions which by any provision hereof
are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be
under a duty to examine the same to determine whether or not they conform to the requirements of
this Indenture; provided, however, the Indenture Trustee shall not be required to verify or
recalculate the contents thereof.




          (c) In case an Event of Default or a Servicer Event of Default (resulting in the appointment
of the Indenture Trustee as successor Servicer) has occurred and is continuing, the Indenture
Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the
same degree of care and skill in their exercise, as a prudent Person would exercise or use under
the circumstances in the conduct of such Person’s own affairs; provided, however, that no provision
in this Indenture shall be construed to limit the obligations of the Indenture Trustee to provide
notices under Section 7.2 hereof.




          (d) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to
this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable
security or indemnity acceptable to the Indenture Trustee (which may be in the form of written
assurances) against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.




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          (e) No provision of this Indenture shall be construed to relieve the Indenture Trustee from
liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct or bad faith, except that:




               (i) this Section shall not be construed to limit the effect of Section 7.1(a) and (b) above,



               (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer unless it shall be proved that the Indenture Trustee shall have been
negligent in ascertaining the pertinent facts; and



               (iii) the Indenture Trustee shall not be liable with respect to any action taken or omitted to
be taken by it in good faith in accordance with the written direction of the holders of the
requisite principal amount of the outstanding Notes, or in accordance with any written direction
delivered to it under Sections 6.2(a), (b) or (c) hereof relating to the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any
trust or power conferred upon the Indenture Trustee, under this Indenture.



          (f) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall
be subject to the provisions of this Section 7.1.




          (g) The Indenture Trustee makes no representations or warranties with respect to the Timeshare
Loans or the Notes or the validity or sufficiency of any assignment of the Timeshare Loans to the
Issuer or their pledge to the Indenture Trustee under this Indenture.




          (h) Notwithstanding anything to the contrary herein, the Indenture Trustee is not required to
expend or risk its own funds or otherwise incur financial liability in the performance of any of
its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable
grounds to believe that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.




     Section 7.2 Notice of Events of Default.



          The Indenture Trustee shall promptly (but, in any event, within three (3) Business Days)
notify the Issuer, the Servicer, the Rating Agency and the Noteholders upon a Responsible Officer
obtaining actual knowledge of any event which constitutes an Event of Default or a Servicer Event
of Default or would constitute an Event of Default or a Servicer Event of Default but for the
requirement that notice be given or time elapse or both.




     Section 7.3 Certain Matters Affecting the Indenture Trustee.



          Subject to the provisions of Section 7.1 hereof:




          (a) Indenture Trustee may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report,



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notice, request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;




          (b) Any request or direction of any Noteholders, the Issuer, or the Servicer mentioned herein
shall be in writing;




          (c) Whenever in the performance of its duties hereunder the Indenture Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting any action
hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, rely upon an Officer’s Certificate or an opinion of counsel;




          (d) The Indenture Trustee may consult with counsel, and the advice of such counsel or any
Opinion of Counsel shall be deemed authorization in respect of any action taken, suffered, or
omitted by it hereunder in good faith and in reliance thereon;




          (e) Prior to the occurrence of an Event of Default or after the curing of all Events of
Default which may have occurred, the Indenture Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or other paper document, unless requested
in writing so to do by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of
each Class of Notes; provided, however, that if the payment within a reasonable time to the
Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the reasonable opinion of the Indenture Trustee, not reasonably
assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the
Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a
condition to so proceeding. The reasonable expense of every such examination shall be paid by the
Servicer or, if paid by the Indenture Trustee, shall be reimbursed by the Servicer upon demand;




          (f) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or a custodian (which may be
an Affiliate of the Indenture Trustee), and the Indenture Trustee shall not be liable for any acts
or omissions of such agents, attorneys or custodians appointed with due care by it hereunder; and




          (g) Delivery of any reports, information and documents to the Indenture Trustee provided for
herein or any other Transaction Document is for informational purposes only (unless otherwise
expressly stated), and the Indenture Trustee’s receipt of such shall not constitute constructive
knowledge of any information contained therein or determinable from information contained therein,
including the Servicer’s or Issuer’s compliance with any of its representations, warranties or
covenants hereunder (as to which the Indenture Trustee is entitled to rely exclusively on Officer’s
Certificates).




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     Section 7.4 Indenture Trustee Not Liable for Notes or Timeshare Loans.



          (a) The Indenture Trustee makes no representations as to the validity or sufficiency of this
Indenture or any Transaction Document, the Notes (other than the authentication thereof) or of any
Timeshare Loan. The Indenture Trustee shall not be accountable for the use or application by the
Issuer of funds paid to the Issuer in consideration of conveyance of the Timeshare Loans and
related assets to the Indenture Trustee on behalf of the Noteholders.




          (b) The Indenture Trustee (in its capacity as Indenture Trustee) shall have no responsibility
or liability for or with respect to the validity of any security interest in any property securing
a Timeshare Loan, the existence or validity of any Timeshare Loan, the validity of the assignment
of any Timeshare Loan to the Indenture Trustee on behalf of the Noteholders or of any intervening
assignment, the review of any Timeshare Loan, any Timeshare Loan File, the completeness of any
Timeshare Loan File, the receipt by the Custodian of any Timeshare Loan or Timeshare Loan File (it
being understood that the Indenture Trustee has not reviewed and does not intend to review such
matters), the performance or enforcement of any Timeshare Loan, the compliance by the Servicer or
the Issuer with any covenant or the breach by the Servicer or the Issuer of any warranty or
representation made hereunder or in any Transaction Document or the accuracy of any such warranty
or representation, the acts or omissions of the Servicer, the Issuer or any Obligor, or any action
of the Servicer or the Issuer taken in the name of the Indenture Trustee.




     Section 7.5 Indenture Trustee May Own Notes.



          The Indenture Trustee in its individual or any other capacity may become the owner or pledgee
of Notes with the same rights as it would have if it were not the Indenture Trustee. Any Paying
Agent, Note Registrar, co-registrar or co-paying agent may become the owner or pledgee of Notes
with the same rights as it would have if it were not the Paying Agent, Note Registrar, co-registrar
or co-paying agent.




     Section 7.6 Indenture Trustee’s Fees and Expenses.



          On each Payment Date, the Indenture Trustee shall be entitled to the Indenture Trustee Fee and
reimbursement of out-of-pocket expenses incurred by it in connection with its responsibilities
hereunder in the priorities provided in Sections 3.4 or 6.6 hereof, as applicable.




     Section 7.7 Eligibility Requirements for Indenture Trustee.



          Other than the initial Indenture Trustee, the Indenture Trustee hereunder shall at all times
(a) be a corporation, depository institution, or trust company organized and doing business under
the laws of the United States of America or any state thereof authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000,
(b) be subject to supervision or examination by federal or state authority, (c) be capable of
maintaining an Eligible Bank Account, (d) have a long-term unsecured debt rating of not less than
“Baa1” from Moody’s and “BBB” from S&P, and (e) shall be



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acceptable to Noteholders representing at least 66-2/3% of the Adjusted Note Balance of the
each Class of Notes. If such institution publishes reports of condition at least annually, pursuant
to or to the requirements of the aforesaid supervising or examining authority, then for the purpose
of this Section 7.7, the combined capital and surplus of such institution shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. In
case at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions
of this Section 7.7, the Indenture Trustee shall resign in the manner and with the effect specified
in Section 7.8 below.




     Section 7.8 Resignation or Removal of Indenture Trustee.



          (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes
by giving 60 days’ prior written notice thereof to the Servicer, the Issuer, the Rating Agency and
the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a
successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the
Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written
instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the
Issuer, the Servicer, the Rating Agency, the Noteholders, the successor Indenture Trustee and the
predecessor Indenture Trustee. If no successor Indenture Trustee shall have been so appointed and
have accepted appointment within 60 days after the giving of such notice of resignation, the
resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of
a successor Indenture Trustee.




          (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the
provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the
Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in
any material respect its obligations under this Indenture, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Indenture Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, then the Issuer or Holders
representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the
Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of
the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee
not objected to by Holders representing at least 66-2/3% of the Adjusted Note Balance of each Class
of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one
counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the
Noteholders, the Rating Agency, the successor Indenture Trustee and the predecessor Indenture
Trustee.




          (c) Any resignation or removal of the Indenture Trustee and appointment of a successor
Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective
until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9
hereof.




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     Section 7.9 Successor Indenture Trustee.



          (a) Any successor Indenture Trustee appointed as provided in Section 7.8 hereof shall execute,
acknowledge and deliver to each of the Servicer, the Issuer, the Rating Agency, the Noteholders and
to its predecessor Indenture Trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Indenture Trustee shall become effective
and such successor Indenture Trustee, without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its predecessor Indenture
Trustee hereunder with like effect as if originally named Indenture Trustee. The predecessor
Indenture Trustee shall deliver or cause to be delivered to the successor Indenture Trustee or its
custodian any Transaction Documents and statements held by it or its custodian hereunder; and the
Servicer and the Issuer and the predecessor Indenture Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for the full and certain vesting
and confirmation in the successor Indenture Trustee of all such rights, powers, duties and
obligations.




          (b) In case of the appointment hereunder of a successor Indenture Trustee with respect to the
Notes, the Issuer, the retiring Indenture Trustee and each successor Indenture Trustee with respect
to the Notes shall execute and deliver an indenture supplemental hereto wherein each successor
Indenture Trustee shall accept such appointment and which (i) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, each successor
Indenture Trustee all the rights, powers, trusts and duties of the retiring Indenture Trustee with
respect to the Notes to which the appointment of such successor Indenture Trustee relates, (ii) if
the retiring Indenture Trustee is not retiring with respect to all Notes, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Indenture Trustee with respect to the Notes as to which the retiring
Indenture Trustee is not retiring shall continue to be vested in the retiring Indenture Trustee,
and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the Collateral hereunder by more than one Indenture
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Indenture Trustees co-trustees of the same allocated trust and that each such Indenture
Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Indenture Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Indenture Trustee shall
become effective to the extent provided therein and each such successor Indenture Trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Indenture Trustee with respect to the Notes to which the appointment of such
successor Indenture Trustee relates; but, on request of the Issuer or any successor Indenture
Trustee, such retiring Indenture Trustee shall duly assign, transfer and deliver to such successor
Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder with
respect to the Notes of that or those to which the appointment of such successor Indenture Trustee
relates.




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          Upon request of any such successor Indenture Trustee, the Issuer shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor trustee all
such rights, powers and trusts referred to in the preceding paragraph.




          (c) No successor Indenture Trustee shall accept appointment as provided in this Section 7.9
unless at the time of such acceptance such successor Indenture Trustee shall be eligible under the
provisions of Section 7.7 hereof.




          (d) Upon acceptance of appointment by a successor Indenture Trustee as provided in this
Section 7.9, the Servicer shall mail notice of the succession of such Indenture Trustee hereunder
to each Noteholder at its address as shown in the Note Register. If the Servicer fails to mail such
notice within ten (10) days after acceptance of appointment by the successor Indenture Trustee, the
successor Indenture Trustee shall cause such notice to be mailed at the expense of the Issuer and
the Servicer.




     Section 7.10 Merger or Consolidation of Indenture Trustee.



          Any corporation into which the Indenture Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which the Indenture Trustee shall be a party, or any corporation succeeding to the corporate trust
business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder,
provided such corporation shall be eligible under the provisions of Section. 7.7 hereof, without
the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.




     Section 7.11 Appointment of Co-Indenture Trustee or Separate Indenture Trustee.



          (a) At any time or times for the purpose of meeting any legal requirement of any jurisdiction
in which any part of the Collateral may at the time be located or in which any action of the
Indenture Trustee may be required to be performed or taken, the Indenture Trustee, the Servicer or
the Holders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, by
an instrument in writing signed by it or them, may appoint, at the reasonable expense of the Issuer
and the Servicer, one or more individuals or corporations to act as separate trustee or separate
trustees or co-trustee, acting jointly with the Indenture Trustee, of all or any part of the
Collateral, to the full extent that local law makes it necessary for such separate trustee or
separate trustees or co-trustee acting jointly with the Indenture Trustee to act. Notwithstanding
the appointment of any separate or co-trustee, the Indenture Trustee shall remain obligated and
liable for the obligations of the Indenture Trustee under this Indenture.




          (b) The Indenture Trustee and, at the request of the Indenture Trustee, the Issuer shall
execute, acknowledge and deliver all such instruments as may be required by the legal requirements
of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the
purpose of more fully confirming such title, rights, or duties to such separate trustee or separate
trustees or co-trustee. Upon the acceptance in writing of such appointment by any such separate
trustee or separate trustees or co-trustee, it, he, she or they



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shall be vested with such title to the Collateral or any part thereof, and with such rights,
powers, duties and obligations as shall be specified in the instrument of appointment, and such
rights, powers, duties and obligations shall be conferred or imposed upon and exercised or
performed by the Indenture Trustee, or the Indenture Trustee and such separate trustee or separate
trustees or co-trustees jointly with the Indenture Trustee subject to all the terms of this
Indenture, except to the extent that under any law of any jurisdiction in which any particular act
or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations shall be exercised and
performed by such separate trustee or separate trustees or co-trustee, as the case may be. Any
separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing,
constitute the Indenture Trustee its attorney-in-fact and agent with full power and authority to do
all acts and things and to exercise all discretion on its behalf and in its name. In any case any
such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed,
the title to the Collateral and all assets, property, rights, power duties and obligations and
duties of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be
exercised by the Indenture Trustee, without the appointment of a successor to such separate trustee
or co-trustee unless and until a successor is appointed.




          (c) All provisions of this Indenture which are for the benefit of the Indenture Trustee shall
extend to and apply to each separate trustee or co-trustee appointed pursuant to the foregoing
provisions of this Section 7.11.




          (d) Every additional trustee and separate trustee hereunder shall, to the extent permitted by
law, be appointed and act and the Indenture Trustee shall act, subject to the following provisions
and conditions: (i) all powers, duties and obligations and rights conferred upon the Indenture
Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised
solely by the Indenture Trustee; (ii) all other rights, powers, duties and obligations conferred or
imposed upon the Indenture Trustee shall be conferred or imposed and exercised or performed by the
Indenture Trustee and such additional trustee or trustees and separate trustee or trustees jointly
except to the extent that under any law of any jurisdiction in which any particular act or acts are
to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations (including the holding of title to
the Timeshare Properties in any such jurisdiction) shall be exercised and performed by such
additional trustee or trustees or separate trustee or trustees; (iii) no power hereby given to, or
exercisable by, any such additional trustee or separate trustee shall be exercised hereunder by
such trustee except jointly with, or with the consent of, the Indenture Trustee; and (iv) no
trustee hereunder shall be personally liable by reason of any act or omission of any other trustee
hereunder.




          If at any time, the Indenture Trustee shall deem it no longer necessary or prudent in order to
conform to such law, the Indenture Trustee shall execute and deliver all instruments and agreements
necessary or proper to remove any additional trustee or separate trustee.




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          (e) Any request, approval or consent in writing by the Indenture Trustee to any additional
trustee or separate trustee shall be sufficient warrant to such additional trustee or separate
trustee, as the case may be, to take such action as may be so requested, approved or consented to.




          (f) Notwithstanding any other provision of this Section 7.11, the powers of any additional
trustee or separate trustee shall not exceed those of the Indenture Trustee hereunder.




     Section 7.12 Paying Agent and Note Registrar Rights.



          So long as the Indenture Trustee is the Paying Agent and Note Registrar, the Paying Agent and
Note Registrar shall be entitled to the rights, benefits and immunities of the Indenture Trustee as
set forth in Article VII to the same extent and as fully as though named in place of the Indenture
Trustee herein. The Paying Agent shall be compensated out of the Indenture Trustee Fee.




     Section 7.13 Authorization.



          The Issuer hereby authorizes and directs the Indenture Trustee to enter into the Lockbox
Agreement. Pursuant to the Lockbox Agreement, the Indenture Trustee agrees to cause to be
established and maintained an account (the “Lockbox Account”) for the benefit of the Noteholders.
The Lockbox Account will be titled as follows “Silverleaf Timeshare Loan-Backed Notes, Series
2008-A—Blocked Account, Wells Fargo Bank, National Association, as Indenture Trustee for the
benefit of the Noteholders”. The Indenture Trustee is authorized and directed to act as titleholder
of the Lockbox Account in accordance with the terms of the Lockbox Agreement for the benefit of the
Noteholders with interests in the funds on deposit in such accounts. In addition, the Indenture
Trustee is hereby authorized to enter into, execute, deliver and perform under, each of the
applicable Transaction Documents and the Depository Agreement. The Lockbox Bank will be required to
transfer and will be permitted to withdraw funds from the Lockbox Account in accordance with the
Lockbox Agreement.




     Section 7.14 Maintenance of Office or Agency.



          The Indenture Trustee will maintain in the City of Minneapolis, Minnesota, an office or agency
where Notes may be surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Indenture Trustee in respect of the Notes and this Indenture may be served.
The Indenture Trustee will give prompt written notice to the Issuer, the Servicer and the
Noteholders of the location, and of any change in the location, of any such office or agency or
shall fail to furnish the Issuer or the Servicer with the address thereof, such surrenders, notices
and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the
Indenture Trustee as its agent to receive all such surrenders, notices and demands.




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ARTICLE VIII




COVENANTS OF THE ISSUER




     Section 8.1 Payment of Principal and Interest.



          The Issuer will cause the due and punctual payment of the principal of, and interest on, the
Notes in accordance with the terms of the Notes and this Indenture.




     Section 8.2 Reserved.



     Section 8.3 Money for Payments to Noteholders to Be Held in Trust.



          (a) All payments of amounts due and payable with respect to any Notes that are to be made from
amounts withdrawn from the Trust Accounts pursuant to Sections 3.4 or 6.6 hereof shall be made on
behalf of the Issuer by the Indenture Trustee, and no amounts so withdrawn from the Collection
Account for payments of Notes shall be paid over to the Issuer under any circumstances, except as
provided in this Section 8.3, in Section 3.4 or Section 6.6, as the case may be.




          (b) In making payments hereunder, the Indenture Trustee will hold all sums held by it for the
payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided
and pay such sums to such Persons as herein provided.




          (c) Except as required by applicable law, any money held by the Indenture Trustee or the
Paying Agent in trust for the payment of any amount due with respect to any Note shall not bear
interest and if remaining unclaimed for two (2) years after such amount has become due and payable
to the Noteholder shall be discharged from such trust and, subject to applicable escheat laws, and
so long as no Event of Default has occurred and is continuing, paid to the Issuer upon request;
otherwise, such amounts shall be redeposited in the Collection Account as Available Funds, and such
Noteholder shall thereafter, as an unsecured general creditor, look only to the Issuer for payment
thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the
Indenture Trustee or the Paying Agent with respect to such trust money shall thereupon cease;
provided, however, that the Indenture Trustee or the Paying Agent, before being required to make
any such repayment, shall cause to be published once, at the expense and direction of the Issuer,
in a newspaper published in the English language, customarily published on each Business Day and of
general circulation in the City of New York, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The
Indenture Trustee or the Paying Agent shall also adopt and employ, at the expense and direction of
the Issuer, any other reasonable means of notification of such repayment (including, but not
limited to, mailing notice of such repayment to Noteholders whose Notes have been called but have
not been surrendered for redemption or whose right to or interest in moneys due and payable but not
claimed is determinable) from the records of



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the Indenture Trustee or of any Paying Agent, at the last address of record for each such
Noteholder.




          (d) The Issuer will cause each Paying Agent to execute and deliver to the Indenture Trustee an
instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture
Trustee is the Paying Agent, it hereby so agrees), subject to the provisions of this Section 8.3,
that such Paying Agent will:




               (i) give the Indenture Trustee notice of any occurrence that is, or with notice or with the
lapse of time or both would become, an Event of Default by the Issuer of which it has actual
knowledge in the making of any payment required to be made with respect to the Notes;



               (ii) at any time during the continuance of any such occurrence described in clause (i) above,
upon the written request of the Indenture Trustee, pay to the Indenture Trustee all sums so held in
trust by such Paying Agent;



               (iii) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
held by it in trust for the payment of Notes if at any time it ceases to meet the standards
required to be met by a Paying Agent at the time of its appointment; and



               (iv) comply with all requirements of the Code or any applicable state law with respect to the
withholding from any payments made by it on any Notes of any applicable withholding taxes imposed
thereon and with respect to any applicable reporting requirements in connection therewith.



          The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the
Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent;
and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be
released from all further liability with respect to such monies.




     Section 8.4 Existence; Merger; Consolidation, etc.



          (a) The Issuer will keep in full effect its existence, rights and franchises as a limited
liability company under the laws of the State of Delaware, and will obtain and preserve its
qualification to do business as a foreign entity in each jurisdiction in which such qualification
is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes or
any of the Timeshare Loans.




          (b) The Issuer shall at all times observe and comply in all material respects with (i) all
laws applicable to it, (ii) all requirements of law in the declaration and payment of
distributions, and (iii) all requisite and appropriate formalities in the management of its
business and affairs and the conduct of the transactions contemplated hereby.




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          (c) The Issuer shall not (i) consolidate or merge with or into any other Person or convey or
transfer its properties and assets substantially as an entirety to any other Person or (ii)
commingle its assets with those of any other Person.




          (d) The Issuer shall not become an “investment company” or under the “control” of an
“investment company” as such terms are defined in the Investment Company Act of 1940, as amended
(or any successor or amendatory statute), and the rules and regulations thereunder (taking into
account not only the general definition of the term “investment company” but also any available
exceptions to such general definition); provided, however, that the Issuer shall be in compliance
with this Section 8.4 if it shall have obtained an order exempting it from regulation as an
“investment company” so long as it is in compliance with the conditions imposed in such order.




     Section 8.5 Protection of Collateral; Further Assurances.



          (a) The Issuer will from time to time execute and deliver all such supplements and amendments
hereto and all such financing statements, continuation statements, instruments of further
assurance, and other instruments, and will take such other action as may be necessary or advisable
to:




               (i) Grant more effectively the assets comprising all or any portion of the Collateral;



               (ii) maintain or preserve the Lien of this Indenture or carry out more effectively the
purposes hereof;



               (iii) publish notice of, or protect the validity of, any Grant made or to be made by this
Indenture and perfect the security interest contemplated hereby in favor of the Indenture Trustee
in each of the Timeshare Loans and all other property included in the Collateral; provided, that
the Issuer shall not be required to cause the recordation of the Indenture Trustee’s name as Lien
holder on the related title documents for the Timeshare Properties so long as no Event of Default
has occurred and is continuing;



               (iv) enforce or cause the Servicer to enforce any of the Timeshare Loans in accordance with
the Servicing Standard, provided, however, the Issuer will not cause the Servicer to obtain on
behalf of the Indenture Trustee or the Noteholders, any Timeshare Property or to take any actions
with respect to any property the result of which would adversely affect the interests of the
Indenture Trustee or the Noteholders (including, but not limited to, actions which would cause the
Indenture Trustee or the related Noteholders to be considered a holder of title,
mortgagee-in-possession, or otherwise, or an “owner” or “operator” of Property not in compliance
with applicable environmental statutes); and



               (v) preserve and defend title to the Timeshare Loans (including the right to receive all
payments due or to become due thereunder), the interests in the Timeshare Properties, or other
property included in the Collateral and preserve and defend the rights of the Indenture Trustee in
the Collateral (including the right to receive all payments due or to



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become due thereunder) against the claims of all Persons and parties other than as permitted
hereunder.




          (b) The Issuer will not take any action and will use its commercially reasonable efforts not
to permit any action to be taken by others that would release any Person from any of such Person’s
material covenants or obligations under any instrument or agreement included in the Collateral or
that would result in the amendment, hypothecation, subordination, termination or discharge of, or
impair the validity or effectiveness of, any such instrument or agreement, except as expressly
provided in this Indenture or the Custodial Agreement or such other instrument or agreement.




          (c) The Issuer may contract with or otherwise obtain the assistance of other Persons to assist
it in performing its duties under this Indenture, and any performance of such duties by a Person
identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be
action taken by the Issuer, provided, however that no appointment of such Person shall relieve the
Issuer of its duties and obligations hereunder. Initially, the Issuer has contracted with the
Servicer, Indenture Trustee and the Custodian pursuant to this Indenture to assist the Issuer in
performing its duties under this Indenture and the other Transaction Documents.




          (d) The Issuer will punctually perform and observe all of its obligations and agreements
contained in this Indenture, the Transaction Documents and in the instruments and agreements
included in the Collateral.




          (e) Without derogating from the absolute nature of the assignment granted to the Indenture
Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees
(i) that it will not, without the prior written consent of the Indenture Trustee and the
Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes,
amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification,
supplement, termination, waiver or surrender of, the terms of any Timeshare Loan (except to the
extent otherwise provided in this Indenture or in the Timeshare Loan Documents) or the Transaction
Documents, or waive timely performance or observance by the Servicer, the Indenture Trustee, the
Custodian or the Paying Agent under this Indenture; and (ii) that any such amendment shall not (A)
reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are
required to be made for the benefit of the Noteholders or (B) reduce the aforesaid percentage of
the Notes that is required to consent to any such amendment, without the consent of the Noteholders
of all the Outstanding Notes. If any such amendment, modification, supplement or waiver shall be so
consented to by the Indenture Trustee and the Noteholders, the Issuer agrees, promptly following a
request by the Indenture Trustee, to execute and deliver, at its own expense, such agreements,
instruments, consents and other documents as the Indenture may deem necessary or appropriate in the
circumstances.




          The Issuer, upon the Issuer’s failure to do so, hereby irrevocably designates the Indenture
Trustee and the Servicer, severally, its agents and attorneys-in-fact to execute any financing
statement or continuation statement or Assignment of Mortgage required pursuant to this Section
8.5; provided, however, that such designation shall not be deemed to



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create a duty in the Indenture Trustee to monitor the compliance of the Issuer with the
foregoing covenants, and provided, further, that the duty of the Indenture Trustee or the Servicer
to execute any instrument required pursuant to this Section 8.5 shall arise only if a Responsible
Officer of the Indenture Trustee or the Servicer, as applicable, has Knowledge of any failure of
the Issuer to comply with the provisions of this Section 8.5.




     Section 8.6 Additional Covenants.



          (a) The Issuer will not:




               (i) sell, transfer, exchange or otherwise dispose of any portion of the Collateral except as
expressly permitted by this Indenture;



               (ii) claim any credit on, or make any deduction from, the principal of, or interest on, any of
the Notes (other than amounts properly withheld from such payments under the Code) or any
applicable state law or assert any claim against any present or former Noteholder by reason of the
payment of any taxes levied or assessed upon any portion of the Collateral; or



               (iii) engage in any business or activity other than as permitted by the Limited Liability
Company Agreement, this Indenture and the other Transaction Documents and any activities incidental
thereto;



               (iv) issue debt of obligations under any indenture other than this Indenture;



               (v) incur or assume, directly or indirectly, any indebtedness, except for such indebtedness as
may be incurred by the Issuer pursuant to this Indenture, or guaranty any indebtedness or other
obligations of any Person (other than the Timeshare Loans), or own, purchase, repurchase or acquire
(or agree contingently to do so) any stock, obligations, assets or securities of, or any other
interest in, or make any capital contribution to, any other Person (other than the Timeshare
Loans);



               (vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person;



               (vii) permit the validity or effectiveness of this Indenture or any Grant hereby to be
impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated,
terminated or discharged, or permit any Person to be released from any covenants or obligations
under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge,
security interest, mortgage or other encumbrance to be created on or to extend to or otherwise
arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds
thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in
each case on any of the Resort Interests and arising solely as a result of an act or omission of
the related Obligor) other than the Lien of this Indenture or (C) except as otherwise contemplated
in this Indenture, permit the Lien of



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this Indenture (other than with respect to any Permitted Liens or such tax, mechanics’ or
other lien) not to constitute a valid first priority security interest in the Collateral;



               (viii) take any other action or fail to take any actions which may cause the Issuer to be
taxable as an association pursuant to Section 7701 of the Code and the corresponding regulations,
(b) a publicly traded partnership taxable as a corporation pursuant to Section 7704 of the Code and
the corresponding regulations or (c) a taxable mortgage pool pursuant to Section 7701(i) of the
Code and the corresponding regulations; or



               (ix) change the location of its principal place of business without prior notice to the
Indenture Trustee and the Noteholders.



          (b) Reserved.




          (c) Notice of Events of Defaults. Immediately upon the Issuer having Knowledge of the
existence of any condition or event which constitutes a Default or an Event of Default or a
Servicer Event of Default, the Issuer shall deliver to the Indenture Trustee a written notice
describing its nature and period of existence and what action the Issuer is taking or proposes to
take with respect thereto.




          (d) Report on Proceedings. Promptly upon the Issuer’s becoming aware of (i) any
proposed or pending investigation of it by any governmental authority or agency; or (ii) any
pending or proposed court or administrative proceeding which involves or is reasonably likely to
involve the possibility of materially and adversely affecting the properties, business, prospects,
profits or condition (financial or otherwise) of the Issuer, the Issuer shall deliver to the
Indenture Trustee a written notice specifying the nature of such investigation or proceeding and
what action the Issuer is taking or proposes to take with respect thereto and evaluating its
merits.




     Section 8.7 Taxes.



          The Issuer shall pay all taxes when due and payable or levied against its assets, properties
or income, including any property that is part of the Collateral, except to the extent the Issuer
is contesting the same in good faith and has set aside adequate reserves in accordance with
accounting principles generally accepted in the United States for the payment thereof.




     Section 8.8 Restricted Payments.



          Except as otherwise permitted under the Transaction Documents, the Issuer shall not, directly
or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or
otherwise), whether in cash, property, securities or a combination thereof, to any owner of an
interest in the Issuer or otherwise with respect to any ownership or equity interest or security in
or of the Issuer, the Originator or the Servicer, (ii) redeem, purchase, retire or otherwise
acquire for value any ownership or equity interest or security in or of the Issuer, the Originator
or the Servicer or (iii) set aside or otherwise segregate any amounts for any such purpose;
provided, however, that the Issuer may make, or cause to be made,



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payments and distributions to or on behalf of the Servicer, the Originator, the Indenture
Trustee and the Noteholders as contemplated by, and to the extent funds are available for such
purpose under, this Indenture or the other Transaction Documents; and, provided, further, that the
Issuer may make cash distributions to its members from funds available pursuant to Section
3.4(a)(xvi), 3.4 (d)(xx) or 6.6(b)(xxv). The Issuer will not, directly or indirectly, make or cause
to be made payments to or distributions from the Collection Account except in accordance with this
Indenture and the other Transaction Documents.




     Section 8.9 Treatment of Notes as Debt for Tax Purposes.



          The Issuer shall treat the Notes as indebtedness for all federal, state and local income and
franchise tax purposes.




     Section 8.10 Further Instruments and Acts.



          Upon request of the Indenture Trustee, the Issuer will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.




     Section 8.11 Compliance with Limited Liability Company Agreement



          The Issuer shall comply with and shall not amend the Limited Liability Company Agreement
without the consent of the Holders representing at least 66-2/3% of the Adjusted Note Balance of
each Class of Notes then Outstanding if such amendment would have a material adverse effect on the
rights of the Noteholders. In addition, the Issuer shall not amend in any material respect the
Limited Liability Company Agreement without providing the Rating Agency with notice no later than
the tenth Business Day prior to such amendment (unless the right to such notice is waived by the
Rating Agency) and provided that the Rating Agency has not informed the Issuer that the rating of
any Class of Notes Outstanding will be withdrawn or reduced as a result of such amendment.




     Section 8.12 Separateness Covenants



          (a) The Issuer shall:




               (i) Maintain its own deposit and other account or accounts, separate from those of any
Affiliate. The funds of the Issuer will not be diverted to any other Person or for other than the
use of the Issuer, and, except as may be expressly permitted by this Indenture or the other
Transaction Documents, the funds of the Issuer shall not be commingled with those of any Affiliate
of the Issuer.



               (ii) Ensure that, to the extent that it shares the same officers or other employees as any of
its members or Affiliates the salaries of and the expenses related to providing benefits to such
officers and other employees shall be fairly allocated among such entities, and each such entity
shall bear its fair share of the salary and benefit costs associated with all such common officers
and employees.



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               (iii) Ensure that, to the extent that it jointly contracts with any of its members or
Affiliates to do business with vendors or service providers or to share overhead expenses, the
costs incurred in so doing shall be allocated fairly among such entities, and each such entity
shall bear its fair share of such costs. To the extent that the Issuer contracts or does business
with vendors or service providers where the goods and services provided are partially for the
benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among
such entities for whose benefit the goods and services are provided, and each such entity shall
bear its fair share of such costs. Except as otherwise contemplated by the Transaction Documents,
all material transactions between the Issuer and any of its Affiliates shall be only on an
arm’s-length basis.



               (iv) Maintain an office and a telephone number separate from those of each of its members and
Affiliates other than Affiliates that are bankruptcy remote entities. To the extent that the
Issuer and any of its members or Affiliates have offices in contiguous space, there shall be fair
and appropriate allocation of overhead costs (including rent) among them, and each such entity
shall bear its fair share of such expenses.



               (v) Ensure that decisions with respect to its business and daily operations shall be
independently made by the Issuer and shall not be dictated by any Affiliate of the Issuer.



               (vi) Act solely in its own name and through its own authorized officers and agents. The
Issuer shall at all times use its own stationery.



               (vii) Other than organizational expenses and as contemplated by the Transaction Documents, pay
all expenses, indebtedness and other obligations incurred by it using its own funds.



               (viii) Not enter into any guaranty, or otherwise become liable, with respect to any obligation
of any Affiliate nor make any loans to any Person.



               (ix) Ensure that any financial reports required by it shall comply with generally accepted
accounting principles and shall be issued separately from, but may be consolidated with, any
reports prepared for any of its Affiliates so long as such consolidated reports contain footnotes
describing the effect of the transactions on the Issuer and such Affiliate and also state that the
assets of the Issuer are not available to pay creditors of the Affiliate.



               (x) Ensure that at all times it is adequately capitalized to engage in the transactions
contemplated in the Limited Liability Company Agreement and in the Transaction Documents.



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ARTICLE IX




SUPPLEMENTAL INDENTURES




     Section 9.1 Supplemental Indentures.



          (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory
to the Indenture Trustee, for any of the following purposes:




               (i) without the consent of any Noteholder (x) to correct or amplify the description of any
property at any time subject to the Lien of this Indenture, or to better assure, convey and confirm
unto the Indenture Trustee any property subject or required to be subjected to the Lien of this
Indenture; provided, such action pursuant to this clause (i) shall not adversely affect the
interests of the Noteholders in any respect; or




	 	(y)	 	to evidence and provide for the acceptance of
appointment hereunder by a successor Indenture Trustee with respect to
the Notes and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Indenture
Trustee, pursuant to the requirements of Section 7.9 hereof; or
	 
	 	(z)	 	to cure any ambiguity, to correct or
supplement any provision herein which may be defective or inconsistent
with any other provision herein, or to make any other provisions with
respect to matters or questions arising under this Indenture; provided
that such action pursuant to this clause (2) shall not adversely
affect the interests of any of the Holders of Notes.





          (b) Reserved.




          (c) The Indenture Trustee shall promptly deliver, at least five (5) Business Days prior to the
effectiveness thereof, to each Noteholder and the Rating Agency, a copy of any supplemental
indenture entered into pursuant to this Section 9.1(a).




     Section 9.2 Supplemental Indentures with Consent of Noteholders.



          (a) With the consent of Holders representing at least 66-2/3% of the Adjusted Note Balance of
each Class of Notes then Outstanding and by Act of said Noteholders delivered to the Issuer and the
Indenture Trustee, the Issuer and the Indenture Trustee may, pursuant to an Issuer Order, enter
into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or of modifying in
any manner the rights of the



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Noteholders under this Indenture; provided, that no supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby,




               (i) change the Stated Maturity of any Note or the due date of any installment of principal or
any installment of interest on any Note, or the amount of principal payments or interest payments
due or to become due on any Payment Date with respect to any Note, or change the priority of
payment thereof as set forth herein, or reduce the principal amount thereof or the Note Rate
thereon, or change the place of payment where, or the coin or currency in which, any Note or the
interest thereon is payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity; or



               (ii) reduce the required percentage of the Outstanding Note Balance or Adjusted Note Balance,
that must be repeated by the Noteholders voting on whether to approve any supplemental indenture or
to waive compliance with provisions of this Indenture or Events of Default and their consequences;
or



               (iii) modify any of the provisions of this Section 9.2 or Section 6.13 hereof except to
increase any percentage of Noteholders required for any modification or waiver or to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Note affected thereby;



               (iv) modify or alter the provisions of the proviso to the definition of the term
“Outstanding”; or



               (v) permit the creation of any lien ranking prior to or on a parity with the Lien of this
Indenture with respect to any part of the Collateral or terminate the Lien of this Indenture on any
property at any time subject hereto or deprive any Noteholder of the security afforded by the Lien
of this Indenture.



          (b) The Indenture Trustee shall promptly deliver, at least five (5) Business Days prior to the
effectiveness thereof to each Noteholder and the Rating Agency, a copy of any supplemental
indenture entered into pursuant to Section 9.2(a) above.




     Section 9.3 Execution of Supplemental Indentures.



          In executing, or accepting the additional trusts created by, any supplemental indenture (a)
pursuant to Section 9.1 of this Indenture or (b) pursuant to Section 9.2 of this Indenture without
the consent of each Holder of the Notes to the execution of the same, or the modifications thereby
of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and
(subject to Section 7.1 hereof) shall be, fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any supplemental
indenture which affects the Indenture Trustee’s own rights, duties, obligations, or immunities
under this Indenture or otherwise.




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     Section 9.4 Effect of Supplemental Indentures.



          Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.




     Section 9.5 Reference in Notes to Supplemental Indentures.



          Notes authenticated and delivered after the execution of any supplemental indenture pursuant
to this Article may, and shall if required by the Indenture Trustee, bear a notation in form
approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. New
Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any
such supplemental indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Indenture Trustee in exchange for Outstanding Notes.




ARTICLE X




REDEMPTION OF NOTES




     Section 10.1 Optional Redemption; Election to Redeem.



          The Servicer shall have the option to redeem not less than all of the Notes and thereby cause
the early repayment of the Notes on any date after the Optional Redemption Date by payment of an
amount equal to the Redemption Price and any amounts, fees and expenses that are required to be
paid pursuant to Section 6.6(b) hereof (unless amounts in the Trust Accounts are sufficient to make
such payments).




     Section 10.2 Notice to Indenture Trustee.



          The Servicer shall give written notice of its intention to redeem the Notes to the Indenture
Trustee at least fifteen (15) days prior to the Redemption Date (unless a shorter period shall be
satisfactory to the Indenture Trustee).




     Section 10.3 Notice of Redemption by the Servicer.



          Notices of redemption shall be given by the Servicer by first class mail, postage prepaid,
mailed not less than fifteen (15) days prior to the Redemption Date to each Noteholder, at the
address listed in the Note Register and to the Rating Agency. All notices of redemption shall state
(a) the Redemption Date, (b) the Redemption Price, (c) that on the Redemption Date, the Redemption
Price will become due and payable in respect of each Note, and that interest thereon shall cease to
accrue if payment is made on the Redemption Date and (d) the office of the Indenture Trustee where
the Notes are to be surrendered for payment of the Redemption Price. Failure to give notice of
redemption, or any defect therein, to any Noteholder shall not impair or affect the validity of the
redemption of any other Note.




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     Section 10.4 Deposit of Redemption Price.



          On or before the Business Day immediately preceding the Redemption Date, the Servicer shall
deposit with the Indenture Trustee an amount equal to the Redemption Price and any amounts, fees
and expenses that are required to be paid hereunder (less any portion of such payment to be made
from funds held in any of the Trust Accounts).




     Section 10.5 Notes Payable on Redemption Date.



          Notice of redemption having been given as provided in Section 10.3 hereof and deposit of the
Redemption Price with the Indenture Trustee having been made as provided in Section 10.4 hereof,
the Notes shall on the Redemption Date, become due and payable at the Redemption Price, and, on
such Redemption Date, such Notes shall cease to accrue interest. The Indenture Trustee shall apply
all available funds in accordance with Section 6.6(b) hereof and the Noteholders shall be paid the
Redemption Price by the Indenture Trustee on behalf of the Servicer upon presentment and surrender
of their Notes at the office of the Indenture Trustee. If the Servicer shall have failed to deposit
the Redemption Price with the Indenture Trustee, the principal and interest with respect to each
Class of Notes shall, until paid, continue to accrue interest at their respective Note Rates. The
Servicer’s failure to deposit the Redemption Price shall not constitute an Event of Default
hereunder.




ARTICLE XI




SATISFACTION AND DISCHARGE




     Section 11.1 Satisfaction and Discharge of Indenture.



          (a) This Indenture shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Notes herein expressly provided for), and the Indenture
Trustee, on demand of, and at the expense of, the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when:




               (i) either:




	 	(A)	 	all Notes theretofore
authenticated and delivered (other than (A) Notes which have
been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 2.5 hereof and (B) Notes for whose
payment money has theretofore been deposited in trust or
segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust, as
provided in Section 8.3(c) hereof) have been delivered to the
Indenture Trustee for cancellation; or
	 
	 	(B)	 	the final installments of
principal on all such Notes not theretofore delivered to the
Indenture Trustee for




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	 	 	 	cancellation (x) have become due and payable, or (y) will
become due and payable at their Stated Maturity, as
applicable within one year, and the Issuer has irrevocably
deposited or caused to be deposited with the Indenture
Trustee in trust an amount sufficient to pay and discharge
the entire indebtedness on such Notes not theretofore
delivered to the Indenture Trustee for cancellation, for
principal and interest to the date of such deposit (in the
case of Notes which have become due and payable) or to the
Stated Maturity thereof;





               (ii) the Issuer and the Servicer have paid or caused to be paid all other sums payable
hereunder by the Issuer and the Servicer for the benefit of the Noteholders and the Indenture
Trustee; and



               (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.


At such time, the Indenture Trustee shall deliver to the Issuer all cash, securities and other
property held by it as part of the Collateral other than funds deposited with the Indenture Trustee
pursuant to Section 11.1(a)(i) above, for the payment and discharge of the Notes.




          (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Issuer to the Indenture Trustee under Section 7.6 hereof and, if money shall have been deposited
with the Indenture Trustee pursuant to Section 11.1(a)(i) above, the obligations of the Indenture
Trustee under Sections 11.2 and 8.3(c) hereof shall survive.




     Section 11.2 Application of Trust Money; Repayment of Money Held by Paying Agent.



          Subject to the provisions of Section 8.3(c) hereof, all money deposited with the Indenture
Trustee pursuant to Sections 11.1 and 8.3 hereof shall be held in trust and applied by the
Indenture Trustee in accordance with the provisions of the Notes, this Indenture and the Trust
Agreement, to the payment, either directly or through a Paying Agent, as the Indenture Trustee may
determine, to the Persons entitled thereto, of the principal and interest for whose payment such
money has been deposited with the Indenture Trustee.




          In connection with the satisfaction and discharge of this Indenture, all moneys than held by
any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with
respect to the Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held
and applied according to Section 3.2 hereof and thereupon such Paying Agent shall be released from
all further liability with respect to such moneys.




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     Section 11.3 Trust Termination Date.



          Upon the full application of (a) moneys deposited pursuant to this Article 11 or (b) proceeds
of the Timeshare Loans pursuant to Sections 3.4 or 6.6 hereof, and all Liens granted hereunder
shall be released.




ARTICLE XII




REPRESENTATIONS AND WARRANTIES AND COVENANTS




     Section 12.1 Representations, Warranties and Covenants of the Issuer.



          The Issuer represents and warrants to, and covenants with, the Indenture Trustee, the
Servicer, the Backup Servicer and the Noteholders as of the Closing Date, as follows:




          (a) Organization and Good Standing. The Issuer has been duly formed and is validly
existing and in good standing as a limited liability company under the laws of the State of
Delaware, with power and authority to own its properties and to conduct its business as presently
conducted and has the power and authority to own and convey all of its properties and to execute
and deliver this Indenture and the other Transaction Documents and to perform the transactions
contemplated hereby and thereby;




          (b) Binding Obligation. This Indenture and the other Transaction Documents to which it
is a party have each been duly executed and delivered on behalf of the Issuer and this Indenture
and each other Transaction Document to which it is a party constitutes a legal, valid and binding
obligation of the Issuer enforceable in accordance with its terms except as may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and by general
principles of equity;




          (c) No Consents Required. No consent of, or other action by, and no notice to or
filing with, any Governmental Authority or any other party, is required for the due execution,
delivery and performance by the Issuer of this Indenture or any of the other Transaction Documents
or for the perfection of or the exercise by the Indenture Trustee or the Noteholders of any of
their rights or remedies thereunder which have not been duly obtained;




          (d) No Violation. The consummation of the transaction contemplated by this Indenture
and the fulfillment of the terms hereof shall not conflict with, result in any material breach of
any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a
default under, the organizational documents of the Issuer, or any indenture, agreement or other
instrument to which the Issuer is a party or by which it is bound; nor result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any such indenture,
agreement or other instrument (other than this Indenture);




          (e) No Proceedings. There is no pending or, to the Issuer’s Knowledge, threatened
action, suit or proceeding, nor any injunction, writ, restraining order or other order



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of any nature against or affecting the Issuer, its officers or directors, or the property of
the Issuer, in any court or tribunal, or before any arbitrator of any kind or before or by any
Governmental Authority (i) asserting the invalidity of this Indenture or any of the other
Transaction Documents, (ii) seeking to prevent the sale and assignment of any Timeshare Loan or the
consummation of any of the transactions contemplated thereby, or (iii) seeking any determination or
ruling that would be reasonably expected to materially and adversely affect (A) the performance by
the Issuer of this Indenture or any of the other Transaction Documents or the interests of the
Noteholders, (B) the validity or enforceability of this Indenture or any of the other Transaction
Documents, or (C) the Intended Tax Characterization;




          (f) Issuer Not Insolvent. The Issuer is solvent and will not become insolvent after
giving effect to the transactions contemplated by this Indenture and each of the other Transaction
Documents;




          (g) Name. The legal name of the Issuer is as set forth in the signature page of this
Indenture and the Issuer does not have any trade names, fictitious names, assumed names or “doing
business as” names;




          (h) Reportable Transactions. The Issuer hereby represents and warrants that, after
consultation with its tax advisors, it is unaware of the presence of factors in the transaction
that would cause the transaction contemplated by this Indenture and the other Transaction Documents
to constitute a “reportable transaction” as defined in Treasury Regulation Section 1.6011-4(b); and




          (i) Performance. The Issuer will perform all of its obligations under this Indenture
and the other Transaction Documents in accordance with its terms and will enforce its rights
thereunder.




     Section 12.2 Representations and Warranties of the Servicer.



          The initial Servicer hereby represents and warrants to the Indenture Trustee, the Issuer, the
Backup Servicer and the Noteholders, as of the Closing Date, the following:




          (a) Organization and Authority. The Servicer:




               (i) is a corporation duly organized, validly existing and in good standing under the laws of
the State of Texas;



               (ii) has all requisite power and authority to own and operate its properties and to conduct
its business as currently conducted and as proposed to be conducted as contemplated by the
Transaction Documents to which it is a party, to enter into the Transaction Documents to which it
is a party and to perform its obligations under the Transaction Documents to which it is a party;
and



               (iii) has made all filings and holds all material franchises, licenses, permits and
registrations which are required under the laws of each jurisdiction in which the



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properties owned (or held under lease) by it or the nature of its activities makes such
filings, franchises, licenses, permits or registrations necessary, except where the failure to make
such filing will not have a material adverse effect on the Servicer activities or its ability to
perform its obligations under the Transaction Documents.



          (b) Place of Business. The address of the principal place of business and chief
executive office of the Servicer is 1221 River Bend Drive, Suite 120, Dallas, Texas 75247 and
there have been no other such locations during the immediately preceding four months.




          (c) Compliance with Other Instruments, etc. The Servicer is not in violation of any
term of its certificate of incorporation or by-laws. The execution, delivery and performance by the
Servicer of the Transaction Documents to which it is a party do not and will not (i) conflict with
or violate the organizational documents of the Servicer, (ii) conflict with or result in a breach
of any of the terms, conditions or provisions of, or constitute a default under, or result in the
creation of any Lien on any of the properties or assets of the Servicer pursuant to the terms of
any instrument or agreement to which the Servicer is a party or by which it is bound where such
conflict would have a material adverse effect on the Servicer’s activities or its ability to
perform its obligations under the Transaction Documents or (iii) require any consent of or other
action by any trustee or any creditor of, any lessor to or any investor in the Servicer.




          (d) Compliance with Law. The Servicer is in material compliance with all statutes,
laws and ordinances and all governmental rules and regulations to which it is subject, the
violation of which, either individually or in the aggregate, could materially adversely affect its
business, earnings, properties or condition (financial or other). The internal policies and
procedures employed by the Servicer are in material compliance with all applicable statutes, laws
and ordinances and all governmental rules and regulations. The execution, delivery and performance
of the Transaction Documents to which it is a party do not and will not cause the Servicer to be in
violation of any law or ordinance, or any order, rule or regulation, of any federal, state,
municipal or other governmental or public authority or agency where such violation would, either
individually or in the aggregate, materially adversely affect its business, earnings, properties or
condition (financial or other).




          (e) Pending Litigation or Other Proceedings. Except as specified in “RISK FACTORS” in
the Offering Circular, there is no pending or, to the best of the Servicer’s Knowledge, threatened
action, suit, proceeding or investigation before any court, administrative agency, arbitrator or
governmental body against or affecting the Servicer which, if decided adversely, would materially
and adversely affect (i) the condition (financial or otherwise), business or operations of the
Servicer or (ii) the ability of the Servicer to perform its obligations under, or the validity or
enforceability of this Agreement or any other documents or transactions contemplated under this
Agreement, including, without limitation, its ability to foreclose or otherwise enforce the Liens
of the Timeshare Loans.




          (f) Taxes. The Servicer has filed all tax returns (federal, state and local) which are
required to be filed and has paid all taxes related thereto, other than those which are being
contested in good faith or where the failure to file or pay would not have a material



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adverse effect on the Servicer’s activities or its ability to perform its obligations under
the Transaction Documents.




          (g) Binding Obligation. This Indenture and the other Transaction Documents to which it
is a party have each been duly executed and delivered on behalf of the Servicer and this Indenture
and each other Transaction Document to which it is a party constitutes a legal, valid and binding
obligation of the Servicer enforceable in accordance with its terms except as may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and by general
principles of equity.




          (h) Securities Laws. The Servicer is not an “investment company” or a company
“controlled” by an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.




          (i) Proceedings. The Servicer has taken all action necessary to authorize the
execution and delivery by it of the Transaction Documents to which it is a party and the
performance of all obligations to be performed by it under the Transaction Documents.




          (j) Defaults. The Servicer is not in default under any material agreement, contract,
instrument or indenture to which it is a party or by which it or its properties is or are bound, or
with respect to any order of any court, administrative agency, arbitrator or governmental body,
which default would have a material adverse effect on the transactions contemplated hereunder; and
to the Servicer’s Knowledge, no event has occurred which with notice or lapse of time or both would
constitute such a default with respect to any such agreement, contract, instrument or indenture, or
with respect to any such order of any court, administrative agency, arbitrator or governmental
body.




          (k) Insolvency. The Servicer is solvent. Prior to the date hereof, the Servicer did
not, and is not about to, engage in any business or transaction for which any property remaining
with the Servicer would constitute an unreasonably small amount of capital. In addition, the
Servicer has not incurred debts that would be beyond the Servicer’s ability to pay as such debts
matured.




          (l) No Consents. No prior consent, approval or authorization of, registration,
qualification, designation, declaration or filing with, or notice to any federal, state or local
governmental or public authority or agency, is, was or will be required for the valid execution,
delivery and performance by the Servicer of the Transaction Documents to which it is a party. The
Servicer has obtained all consents, approvals or authorizations of, made all declarations or
filings with, or given all notices to, all federal, state or local governmental or public
authorities or agencies which are necessary for the continued conduct by the Servicer of its
respective businesses as now conducted, other than such consents, approvals, authorizations,
declarations, filings and notices which, neither individually nor in the aggregate, materially and
adversely affect, or in the future will materially and adversely affect, the business, earnings,
prospects, properties or condition (financial or other) of the Servicer.




          (m) Reserved.




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          (n) Information. No document, certificate or report furnished by the Servicer, in
writing, pursuant to this Agreement or in connection with the transactions contemplated hereby,
contains or will contain when furnished any untrue statement of a material fact or fails or will
fail to state a material fact necessary in order to make the statements contained therein, in light
of the circumstances under which they were made, not misleading. There are no facts relating to the
Servicer as of the Closing Date which when taken as a whole, materially adversely affect the
financial condition or assets or business of the Servicer, or which may impair the ability of the
Servicer to perform its obligations under this Agreement, which have not been disclosed herein or
in the certificates and other documents furnished by or on behalf of the Servicer pursuant hereto
or thereto specifically for use in connection with the transactions contemplated hereby or thereby.




          (o) Reserved.




          (p) ACH Form. The Servicer has delivered a form of the ACH Form attached to the
Transfer Agreement to the Backup Servicer for its review.




     Section 12.3 Representations and Warranties of the Indenture Trustee.



          The Indenture Trustee hereby represents and warrants to the Servicer, the Issuer, the Backup
Servicer and the Noteholders as of the Closing Date, the following:




          (a) The Indenture Trustee is a national banking association duly organized, validly existing
and in good standing under the laws of the United States.




          (b) The execution and delivery of this Indenture and the other Transaction Documents to which
the Indenture Trustee is a party, and the performance and compliance with the terms of this
Indenture and the other Transaction Documents to which the Indenture Trustee is a party by the
Indenture Trustee, will not violate the Indenture Trustee’s organizational documents or constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default)
under, or result in a breach of, any material agreement or other material instrument to which it is
a party or by which it is bound.




          (c) Except to the extent that the laws of certain jurisdictions in which any part of the
Collateral may be located require that a co-trustee or separate trustee be appointed to act with
respect to such property as contemplated herein, the Indenture Trustee has the full power and
authority to carry on its business as now being conducted and to enter into and consummate all
transactions contemplated by this Indenture and the other Transaction Documents, has duly
authorized the execution, delivery and performance of this Indenture and the other Transaction
Documents to which it is a party, and has duly executed and delivered this Indenture and the other
Transaction Documents to which it is a party.




          (d) This Indenture, assuming due authorization, execution and delivery by the other parties
hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against
the Indenture Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’
rights generally and the rights of creditors of banks and (B) general



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principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law.




          (e) The Indenture Trustee is not in violation of, and its execution and delivery of this
Indenture and the other Transaction Documents to which it is a party and its performance and
compliance with the terms of this Indenture and the other Transaction Documents to which it is a
party will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory
authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, is
likely to affect materially and adversely the ability of the Indenture Trustee to perform its
obligations under any Transaction Document to which it is a party.




          (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened
against the Indenture Trustee that, if determined adversely to the Indenture Trustee, would
prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party
or, in the Indenture Trustee’s good faith and reasonable judgment, is likely to materially and
adversely affect the ability of the Indenture Trustee to perform its obligations under any
Transaction Document to which it is a party.




          (g) Any consent, approval, authorization or order of any court or governmental agency or body
required for the execution, delivery and performance by the Indenture Trustee of or compliance by
the Indenture Trustee with the Transaction Documents to which it is a party or the consummation of
the transactions contemplated by the Transaction Documents has been obtained and is effective.




     Section 12.4 Multiple Roles.



          The parties expressly acknowledge and consent to Wells Fargo Bank, National Association,
acting in the multiple roles of Indenture Trustee, the Paying Agent, the successor Servicer, the
Backup Servicer and the Custodian. Wells Fargo Bank, National Association may, in such capacities,
discharge its separate functions fully, without hindrance or regard to conflict of interest
principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any
such conflict or breach arises from the performance by Wells Fargo Bank, National Association of
express duties set forth in this Indenture in any of such capacities, all of which defenses, claims
or assertions are hereby expressly waived by the other parties hereto, except in the case of
negligence (other than errors in judgment) and willful misconduct by Wells Fargo Bank, National
Association.




     Section 12.5 Reserved.



     Section 12.6 Reserved.



     Section 12.7 Representations and Warranties of the Backup Servicer.



          The Backup Servicer hereby represents and warrants to the Indenture Trustee, the Issuer, the
Servicer and the Noteholders, as of the Closing Date, the following:




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          (a) The Backup Servicer is a national banking association duly organized, validly existing and
in good standing under the laws of the United States.




          (b) The execution and delivery of this Indenture and the other Transaction Documents to which
the Backup Servicer is a party, and the performance and compliance with the terms of this Indenture
and the other Transaction Documents to which the Backup Servicer is a party by the Backup Servicer,
will not violate the Backup Servicer’s organizational documents or constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default) under, or result in
a breach of, any material agreement or other material instrument to which it is a party or by which
it is bound.




          (c) The Backup Servicer has the full power and authority to carry on its business as now being
conducted and to enter into and consummate all transactions contemplated by this Indenture and the
other Transaction Documents to which it is a party, has duly authorized the execution, delivery and
performance of this Indenture and the other Transaction Documents to which it is a party, and has
duly executed and delivered this Indenture and the other Transaction Documents to which it is a
party.




          (d) This Indenture and the other Transaction Documents to which it is a party, assuming due
authorization, execution and delivery by the other parties hereto, constitute the valid and binding
obligations of the Backup Servicer, enforceable against the Backup Servicer in accordance with the
terms hereof and thereof, subject to (A) applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights
of creditors of banks and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law.




          (e) The Backup Servicer is not in violation of, and its execution and delivery of this
Indenture and the other Transaction Documents to which it is a party and its performance and
compliance with the terms of this Indenture and the other Transaction Documents to which it is a
party will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory
authority, which violation, in the Backup Servicer’s good faith and reasonable judgment, is likely
to affect materially and adversely the ability of the Backup Servicer to perform its obligations
under any Transaction Document to which it is a party.




          (f) No litigation is pending or, to the best of the Backup Servicer’s knowledge, threatened
against the Backup Servicer that, if determined adversely to the Backup Servicer, would prohibit
the Backup Servicer from entering into any Transaction Document to which it is a party or, in the
Backup Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect
the ability of the Backup Servicer to perform its obligations under any Transaction Document to
which it is a party.




          (g) Any consent, approval, authorization or order of any court or governmental agency or body
required for the execution, delivery and performance by the Backup Servicer of or compliance by the
Backup Servicer with the Transaction Documents



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to which it is a party or the consummation of the transactions contemplated by the Transaction
Documents has been obtained and is effective.




ARTICLE XIII




MISCELLANEOUS




     Section 13.1 Officer’s Certificate and Opinion of Counsel as to Conditions Precedent.



          Upon any request or application by the Issuer (or any other obligor in respect of the Notes)
to the Indenture Trustee to take any action under this Indenture, the Issuer (or such other
obligor) shall furnish to the Indenture Trustee:




          (a) an Officer’s Certificate (which shall include the statements set forth in Section 13.2
hereof) stating that all conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been complied with; and




          (b) at the request of the Indenture Trustee, an Opinion of Counsel (which shall include the
statements set forth in Section 13.2 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been complied with.




     Section 13.2 Statements Required in Certificate or Opinion.



          Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:




          (a) a statement that the Person making such certificate or opinion has read such covenant or
condition;




          (b) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;




          (c) a statement that, in the opinion of such Person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and




          (d) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.




     Section 13.3 Notices.



          (a) All communications, instructions, directions and notices to the parties thereto shall be
(i) in writing (which may be by telecopy, followed by delivery of original documentation within one
Business Day), (ii) effective when received and (iii) delivered or mailed first class mail, postage
prepaid to it at the following address:




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If to the Issuer:



Silverleaf Finance VI, LLC

1221 River Bend Drive, Suite 120

Dallas, Texas 75247

Attention: Robert M. Sinnott, Chief Financial Officer

Telecopier No.: (214) 631-4981



with a copy to:



Meadows, Collier, Reed, Cousins & Blau, L.L.P.

901 Main Street, Suite 3700

Dallas, Texas 75202

Attention: David N. Reed, Esq.

Telecopier No.: (214) 747-3732



If to the Servicer:



Silverleaf Resorts, Inc.

1221 River Bend Drive, Suite 120

Dallas, Texas 75247

Attention: Robert E. Mead, Chief Executive Officer

Telecopier No.: (214) 905-0514



with a copy to:



Meadows, Collier, Reed, Cousins & Blau, L.L.P.

901 Main Street, Suite 3700

Dallas, Texas 75202

Attention: David N. Reed, Esq.

Telecopier No.: (214) 747-3732



If to the Indenture Trustee, Paying Agent and Backup Servicer:



Wells Fargo Bank, National Association

Sixth and Marquette Avenue

MAC N9311-161

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services/Asset-Backed Administration

Facsimile Number: (612) 667-3464

Telephone Number: (612) 667-8058



If to the Custodian:



Wells Fargo Bank, National Association

ABS Custody Vault

1055 10th Avenue SE


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MAC N9401-011

Minneapolis, Minnesota 55414

Attention: Corporate Trust Services/Securities Vault

Facsimile Number: (612) 667-1080



If to the Rating Agency:



Standard & Poor’s

55 Water Street, 41st Floor

New York, New York 10041

Attention: Carmi Margalit



or at such other address as the party may designate by notice to the other parties hereto, which
shall be effective when received.




          (b) All communications and notices described hereunder to a Noteholder shall be in writing and
delivered or mailed first class mail, postage prepaid or overnight courier at the address shown in
the Note Register. The Indenture Trustee agrees to deliver or mail to each Noteholder upon
receipt, all notices and reports that the Indenture Trustee may receive hereunder and under any
Transaction Documents. Unless otherwise provided herein, the Indenture Trustee may consent to any
requests received under such documents or, at its option, follow the directions of Holders
representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days
after prior written notice to the Noteholders. All notices to Noteholders (or any Class thereof)
shall be sent simultaneously. Expenses for such communications and notices shall be borne by the
Servicer.




     Section 13.4 No Proceedings.



          The Noteholders, the Servicer, the Indenture Trustee, the Custodian, and the Backup Servicer
each hereby agrees that it will not, directly or indirectly institute, or cause to be instituted,
against the Issuer or the Collateral any proceeding of the type referred to in Sections 6.1(f) and
(g) hereof, so long as there shall not have elapsed one year plus one day after payment in full of
the Notes.




89









 








          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
the day and year first above written.




	 	 	 	 	 
	 	SILVERLEAF FINANCE VI, LLC,

 	 
	 	 	By:  	/S/ ROBERT M. SINNOTT
 	 
	 	 	 	Name:  Robert M. Sinnott	 
	 	 	 	Title:  Chief Financial Officer	 	 
	 
	 	SILVERLEAF RESORTS, INC.,

      as Servicer

 	 
	 	 	By:  	/S/ ROBERT M. SINNOTT
 	 
	 	 	 	Name:  Robert M. Sinnott	 
	 	 	 	Title:  Chief Financial Officer	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

      as Backup Servicer

 	 
	 	 	By:  	/S/  BENJAMIN J. KRUEGER
 	 
	 	 	 	Name:  Benjamin J. Krueger	 
	 	 	 	Title:  Vice President	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

      as Indenture Trustee

 	 
	 	 	By:  	/S/  BENJAMIN J. KRUEGER
 	 
	 	 	 	Name:  Benjamin J. Krueger	 
	 	 	 	Title:  Vice President	 



90









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

       as Custodian

 	 
	 	 	By:  	/S/  BENJAMIN J. KRUEGER
 	 
	 	 	 	Name:  Benjamin J. Krueger	 
	 	 	 	Title:  Vice President	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

       as Account Intermediary

 	 
	 	 	By:  	/S/  BENJAMIN J. KRUEGER
 	 
	 	 	 	Name:  Benjamin J. Krueger	 
	 	 	 	Title:  Vice President	 
	 



[Signature Page to the Indenture]





91