ANNEX
      A -
      AMENDED AND RESTATED DEFINED TERMS

    


    


    “Account
      Intermediary”
means
      Wells Fargo Bank, National Association in its capacity as Account Intermediary
      or any permitted successors or assigns pursuant to the Sale and Servicing
      Agreement.

    


    “Accounting
      Date”
means,
      with respect to any Determination Date or any Settlement Date, the close of
      business on the day immediately preceding such Determination Date or Settlement
      Date.

    


    “Accountants’
      Report”
means
      the report of a firm of nationally recognized independent accountants described
      in Section
      4.11
      of the
      Sale and Servicing Agreement.

    


    “Accrual
      Period”
means,
      a calendar month; provided that the initial Accrual Period shall be the period
      from and including the day after the Closing Date to and including December
      31,
      2006.

    


    “ACH
      Form”
means
      the ACH authorization form executed by Obligors substantially in the form
      attached as Exhibit
      E
      to the
      Sale and Servicing Agreement.

    


    “Act”
has
      the
      meaning specified in Section
      11.3
      of the
      Indenture.

    


    “Addition
      Notice”
means,
      with respect to any transfer of Receivables to the Purchaser pursuant to
Section
      2.1
      of the
      Sale and Servicing Agreement, notice of the Seller’s election to transfer
      Receivables to the Purchaser, such notice to designate the related Funding
      Date
      and the aggregate principal amount of Receivables to be transferred on such
      Funding Date, substantially in the form of Exhibit D
      to the
      Sale and Servicing Agreement.

    


    “Advance”
has
      the
      meaning set forth in paragraph 4 of the recitals to the Note Purchase
      Agreement.

    


    “Advance
      Amount”
means
      with respect to the Receivables, an amount not to exceed the lesser of (i)
      the
      excess of the Maximum Invested Amount over the Invested Amount of the Note
      as of
      such Funding Date; and (ii) the excess of the Net Borrowing Base (taking into
      account the amount of the Receivables to be purchased on such Funding Date)
      over
      the Invested Amount of the Note as of such Funding Date.

    


    “Advance
      Rate”
as
      of
      any day means (a) prior to the Noteholder Excess Principal Event Date, 100%
      minus
      the
      Required Credit Enhancement, and (b) after the Noteholder Excess Principal
      Event
      Date, with respect to each Settlement Date, the lesser of (i) the Advance Rate
      (calculated in accordance with the preceding clause (a)) in effect during the
      Accrual Period immediately preceding the first Settlement Date occurring after
      the Noteholder Excess Principal Event Date, (ii) the quotient, the numerator
      of
      which is the Invested Amount as of the first day of the Accrual Period
      immediately preceding such Settlement Date, and the denominator of which is
      the
      Net Eligible Receivables Balance as of the first day of such immediately
      preceding Accrual Period, and (iii) the quotient, the numerator of which is
      the
      Invested Amount as of the first day of the Accrual Period in which such
      Settlement Date occurs, and the denominator of which is the Net Eligible
      Receivables Balance as of the first day of such Accrual Period.

    


    “Advance
      Request”
has
      the
      meaning set forth in Section 2.03 of the Note Purchase Agreement.

    


    “Affiliate”
of
      any
      Person means any Person who directly or indirectly controls, is controlled
      by,
      or is under direct or indirect common control with such Person. For purposes
      of
      this definition, the term “control”
when
      used with respect to any Person means the power to direct the management and
      policies of such Person, directly or indirectly, whether through the ownership
      of voting securities, by contract or otherwise; and the terms “controlling”,
      “controlled
      by”
and
      “under
      common control with”
have
      meanings correlative to the foregoing.

    


    “Aggregate
      Initial Principal Balance”
means
      the sum of all the Cutoff Date Principal Balances. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    “Aggregate
      Principal Balance”
means,
      with respect to any date of determination and with respect to the Receivables,
      the Eligible Receivables or any specified portion thereof, as the case may
      be,
      the sum of the Principal Balances for all Receivables, the Eligible Receivables
      or any specified portion thereof, as the case may be (other than (i) any
      Receivable related to a Timeshare Loan that became subject to a Liquidation
      prior to the end of the most recently ended Accrual Period and (ii) any
      Receivable that became a Purchased Receivable prior to the end of the most
      recently ended Accrual Period) as of the date of determination.

    


    “Amortization
      Period”
means
      the period beginning on the Facility Termination Date and ending on the Final
      Scheduled Settlement Date.

    


    “Applicable
      Margin”
means
      (a) with respect to any day prior to the commencement of the Amortization
      Period, 1.25% and (b) with respect to any day on or after which the Amortization
      Period commences (other than due to the events described in subsections (I)
      and
      (III) of the definition of Facility Termination Date), the Default Applicable
      Margin.

    


    “Assignment”
means
      an assignment from the Seller to the Purchaser with respect to the Receivables
      and Other Conveyed Property to be conveyed by the Seller to the Purchaser on
      any
      Funding Date, in substantially the form of Exhibit C
      to the
      Sale and Servicing Agreement.

    


    “Assignment
      of Mortgage”
means,
      with respect to a Mortgage Loan, a written assignment of one or more Mortgages
      from the Seller to the Trustee, for the benefit of the Noteholder, relating
      to
      one or more Timeshare Loans in recordable form, and signed by an Authorized
      Officer of all necessary parties, sufficient under the laws of the jurisdiction
      wherein the related Timeshare Property is located to give record notice of
      a
      transfer of such Mortgage and its proceeds to the Trustee.

    


    “Association”
means
      the not-for-profit corporation or cooperative association responsible for
      operating a Resort.

    


    “Assumption
      Date”
has
      the
      meaning set forth in Section
      10.3(a)
      of the
      Sale and Servicing Agreement.

    


    “Authorized
      Officer”
means,
      with respect to any corporation, limited liability company or partnership,
      the
      Chairman of the Board, the President, any Vice President, the Secretary, the
      Treasurer, any Assistant Secretary, any Assistant Treasurer, Managing Member
      and
      each other officer of such corporation or limited liability company or the
      general partner of such partnership specifically authorized in resolutions
      of
      the Board of Directors of such corporation or managing member of such limited
      liability company to sign agreements, instruments or other documents in
      connection with the Basic Documents on behalf of such corporation, limited
      liability company or partnership, as the case may be, and, who is authorized
      to
      act therefor and who is identified on the list of Authorized Officers delivered
      by such Person to the Trustee and the Note Purchaser on the Closing Date (as
      such list may be modified or supplemented from time to time
      thereafter).

    


    “Available
      Funds”
means,
      for each Settlement Date, the sum of the following amounts with respect to
      the
      preceding Accrual Period, without duplication: (i) all collections on the
      Receivables; (ii) Net Liquidation Proceeds received during the Accrual Period
      with respect to Liquidated Receivables; (iii) any Purchase Amount, Upgrade
      Purchase Price, Default Purchase Price or Substitution Shortfall Amount
      deposited in the Collection Account by the related Determination Date pursuant
      to Section
      5.6
      of the
      Sale and Servicing Agreement; (iv) Investment Earnings for the related
      Settlement Date; (v) all amounts received pursuant to insurance policies
      described under Section
      4.2(f)
      of the
      Sale and Servicing Agreement; and (vi) any amounts received by the Purchaser
      pursuant to the Hedge Agreements.

    


    “Backup
      Servicer”
means
      Wells Fargo Bank, National Association in its capacity as Backup Servicer or
      any
      successors or assigns pursuant to Section 9.3(b) or 9.6 of the Sale and
      Servicing Agreement.

    


    
      
         

      

      
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    “Backup
      Servicing Fee”
shall
      on each Settlement Date be equal to the greater of (i) $2,500 or (ii) the
      product of (a) one-twelfth, (b) 0.00048 and (c) the daily average of the Net
      Eligible Receivable Balance during the related Accrual Period. 

    


    “Bankruptcy
      Code”
means
      the Bankruptcy Reform Act of 1978, as amended from time to time, and as codified
      as 11 U.S.C. Section 101 et seq.

    


    “Basic
      Documents”
means
      the Indenture, the Amended and Restated Sale and Servicing Agreement, the
      Lockbox Agreement, the Note Purchase Agreement, the Hedge Agreement, the Amended
      and Restated Escrow Agreement, the Engagement Letter, the Amended and Restated
      Custodial Agreement and other documents, instruments and certificates delivered
      in connection therewith or the transactions contemplated thereby.

    


    “Benefit
      Plan”
shall
      mean an “employee
      benefit plan”,
      as
      defined in Section 3(3) of ERISA, which is subject to Title I of ERISA or any
      “plan”
as
      defined in Section 4975 of the Code.

    


    “Borrowing
      Base”
means,
      as of any date of determination, an amount equal to the sum of (i) the product
      of, without duplication, (1) the Net Eligible Receivables Balance at such time
      and (2) the applicable Advance Rate, and (ii) Available Funds on deposit in
      the
      Collection Account to be applied in accordance with Section 5.7(a)(ix) on the
      next Settlement Date.

    


    “Borrowing
      Base Certificate”
means,
      with respect to any transfer of Receivables, the certificate of the Servicer
      setting forth the calculation of the Borrowing Base, substantially in the form
      of Exhibit A
      to the
      Note Purchase Agreement.

    


    “Borrowing
      Base Deficiency”
means,
      as of any date of determination, the positive excess, if any, of the Invested
      Amount over the Borrowing Base.

    


    “Breach”
shall
      have the meaning set forth in Section 5.1(a)(iii) of the Indenture.


    


    “Business
      Day”
means
      any (i) day other than a Saturday, a Sunday or other day on which commercial
      banks located in the states of Minnesota, Texas or New York are authorized
      or
      obligated to be closed and (ii) if the applicable Business Day relates to the
      determination of LIBOR, a day which is a day described in clause (i) above
      and
      which is also a day for trading by and between banks in the London interbank
      eurodollar market.

    


    “Cap
      Rate”
means,
      as of any date, the strike rate under the Hedge Agreement then in effect between
      the Issuer and the Hedge Counterparty.

    


    “Capped
      Monthly Interest”
means
      with respect to any Settlement Date, the lesser of (A) the Noteholder’s Monthly
      Interest Distributable Amount and (B) the sum of, for each day in the related
      Accrual Period, the product of (i) the Cap Rate for such day, (ii) the notional
      amount of the Hedge Agreements for such day and (iii) 1/360.

    


    “Change
      of Control”
means
      a
      change resulting when the Seller or the Issuer, as applicable, merges or
      consolidates with any other person, conveys, transfers or leases substantially
      all of its assets as an entirety to another Person (other than as permitted
      by
      the Basic Documents) or permits any other Person to become the successor to
      its
      business, and the Seller or the Issuer, as applicable, is not the surviving
      entity after such merger, consolidation, conveyance, transfer, lease or
      succession. 

    


    “Clearing
      Agency”
means
      an organization registered as a “clearing agency” pursuant to Section 17A of the
      Exchange Act, or any successor provision thereto. The initial Clearing Agency
      shall be The Depository Trust Company.

    


    “Closing
      Date”
means
      December 22, 2006.

    


    
      
         

      

      
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    “Code”
means
      the Internal Revenue Code of 1986, as amended from time to time, and Treasury
      Regulations promulgated thereunder.

    


    “Collateral”
has
      the
      meaning specified in the Granting Clause of the Indenture.

    


    “Collection
      Account”
means
      the account designated as such, established and maintained pursuant to
Section
      5.1
      of the
      Sale and Servicing Agreement.

    


    “Collection
      Policy”
means
      the collection policies of the initial Servicer in effect on the Closing Date,
      as set forth on Exhibit
      K
      to the
      Sale and Servicing Agreement, as may be amended from time to time in accordance
      with the Servicing Standard and the Basic Documents.

    


    “Commission”
means
      the United States Securities and Exchange Commission.

    


    “Commitment”
means
      the obligation of the Note Purchaser to make Advances to the Issuer pursuant
      to
      the terms of the Note Purchase Agreement and the other Basic Documents.


    


    “Commitment
      Fee”
shall
      have the meaning set forth in Section 3.02(b) of the Note Purchase Agreement.
      

    


    “Completed
      Unit”
means
      a
      Unit at a Resort which has been fully constructed and furnished, has received
      a
      valid permanent certificate of occupancy (if required under applicable laws,
      rules or regulations), is ready for occupancy and is subject to a time share
      declaration.

    


    “Consumer
      Laws”
means
      federal and State usury laws, the Federal Truth-in-Lending Act, the Equal Credit
      Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection
      Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty
      Act,
      the Federal Reserve Board’s Regulations B and Z, the Servicemembers Civil Relief
      Act, the Texas Consumer Credit Code, State adaptations of the National Consumer
      Act and of the Uniform Consumer Credit Code and other federal, State and local
      laws and regulations, including, without limitation, those relating to consumer
      credit, equal credit opportunity, disclosure, retail installment sales, truth
      in
      lending, fair credit reporting, fair debt collection practices and
      privacy.

    


    “Corporate
      Trust Office”
means
      with respect to the Trustee, the principal office of the Trustee at which at
      any
      particular time its corporate trust business shall be administered which office
      is located at Sixth Street and Marquette Avenue, MAC N9311-161, Minneapolis,
      Minnesota 55479, or at such other address as the Trustee may designate from
      time
      to time by notice to the Note Purchaser, the Servicer, the Issuer, or the
      principal corporate trust office of any successor Trustee (the address of which
      the successor Trustee will notify the Note Purchaser).

    


    “Credit
      Policy”
means
      the credit and underwriting policies of Silverleaf in effect on the Closing
      Date, as set forth on Exhibit
      K
      to the
      Sale and Servicing Agreement, as may be amended from time to time in accordance
      with the Basic Documents.

    


    “Custodial
      Agreement”
means
      the Amended and Restated Custodial Agreement dated as of December 22, 2006,
      among the Purchaser, Silverleaf, as the Seller and Servicer, and Wells Fargo
      Bank, National Association, as the Trustee, Custodian and Backup Servicer,
      as
      the same may be amended or supplemented from time to time. 

    


    “Custodian”
means
      Wells Fargo Bank, National Association, a national banking association, or
      its
      permitted successors and assigns.

    


    “Custodian
      Fees”
shall
      mean for each Settlement Date, the fee payable by the Issuer to the Custodian
      in
      accordance with the Custodial Agreement. 

    


    
      
         

      

      
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    “Cutoff
      Date”
means,
      with respect to a Receivable or Receivables, the date specified as such for
      such
      Receivable or Receivables in the Schedule of Receivables attached to the Sale
      and Servicing Agreement or any Assignment.

    


    “Cutoff
      Date Principal Balance”
shall
      mean the Principal Balance of a Receivable on its related Cutoff Date.


    


    “Default”
means
      any occurrence that is, or with notice or the lapse of time or both would
      become, an Event of Default.

    


    “Default
      Applicable Margin”
means
      2.00%.

    


    “Default
      Purchase Price”
shall
      be equal to the greater of (i) the fair market value of such Default Timeshare
      Loan as determined by the Seller in its commercially reasonable judgment or
      (ii)
      fifteen percent (15%) of the original acquisition price paid by the Obligor
      for
      the Timeshare Property under such Defaulted Timeshare Loan, as limited by the
      Optional Purchase Limit.

    


    “Default
      Ratio”
means,
      as of any date of determination, a ratio, expressed as a percentage, equal
      to
      (i) the Aggregate Principal Balance of all Receivables which became Defaulted
      Receivables during the immediately preceding Accrual Period, divided by (ii)
      the
      Aggregate Principal Balance of all Receivables as of the last day of such
      immediately preceding Accrual Period.

    


    “Defaulted
      Timeshare Loan”
means
      any Timeshare Loan or Silverleaf Serviced Timeshare Loan for which any of the
      earliest following events may have occurred: (i) the Servicer has commenced
      cancellation or forfeiture actions on the related Timeshare Loan or Silverleaf
      Serviced Timeshare Loan after collection efforts have failed in accordance
      with
      its credit and collection policies, (ii) all or part of a scheduled payment
      under the Timeshare Loan or Silverleaf Serviced Timeshare Loan is more than
      90
      days delinquent from the due date, or (iii) the Receivable or Silverleaf
      Serviced Receivable under such Timeshare Loan or Silverleaf Serviced Timeshare
      Loan, respectively, has been or should be written off by the Servicer as
      uncollectible in accordance with the Servicer’s credit and collection policies
      or as a result of the occurrence of a bankruptcy event with respect to the
      related Obligor.

    


    “Defaulted
      Receivable”
means,
      with respect to any Receivable or Silverleaf Serviced Receivable, as applicable,
      as of any date, a Receivable or Silverleaf Serviced Receivable, as applicable,
      relating to a Defaulted Timeshare Loan.

    


    “Defective
      Receivable”
means
      a
      Receivable that is subject to repurchase pursuant to Section
      3.2
      or
Section
      4.7
      of the
      Sale and Servicing Agreement.

    


    “Deficiency
      Claim Amount”
has
      the
      meaning set forth in Section
      5.5(b)
      of the
      Sale and Servicing Agreement.

    


    “Deficiency
      Claim Date”
means,
      with respect to any Settlement Date, the Business Day immediately preceding
      such
      Settlement Date.

    


    “Deficiency
      Notice”
has
      the
      meaning set forth in Section
      5.5(b)
      of the
      Sale and Servicing Agreement.

    


    “Delinquency
      Ratio”
means,
      as of any date of determination, a ratio, expressed as a percentage, equal
      to
      (i) the Aggregate Principal Balance of all Receivables which were Delinquent
      Receivables as of the last day of the immediately preceding Accrual Period,
      divided by (ii) the Aggregate Principal Balance of all Receivables as of the
      last day of such immediately preceding Accrual Period.

    


    “Delinquent
      Receivable”
means,
      with respect to any receivable as of any date, a Receivable or a Silverleaf
      Serviced Receivable, as applicable, relating to a Timeshare Loan or a Silverleaf
      Serviced Timeshare Loan, as applicable, under which all or part of a scheduled
      payment under the Timeshare Loan or Silverleaf Serviced Timeshare Loan, as
      applicable, is 30 or more days delinquent from the due date and which is not
      a
      Defaulted Receivable.

    


    
      
         

      

      
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    “Delivery”
means,
      when used with respect to Pledged Account Property:

    


    (i) the
      perfection and priority of a security interest in such Pledged Account Property
      which is governed by the law of a jurisdiction which has adopted the 1978
      Revision to Article 8 of the UCC (and not the 1994 Revision to
      Article 8 of the UCC as referred to in (ii)
      below):

    


    (a) with
      respect to bankers’ acceptances, commercial paper, negotiable certificates of
      deposit and other obligations that constitute “instruments”
within
      the meaning of Section 9-102(a)(47) of the UCC and are susceptible of physical
      delivery, transfer thereof to the Trustee or its nominee or custodian by
      physical delivery to the Trustee or its nominee or custodian endorsed to, or
      registered in the name of, the Trustee or its nominee or custodian or endorsed
      in blank, and, with respect to a certificated security (as defined in Section
      8-102 of the UCC), transfer thereof (1) by delivery of such certificated
      security endorsed to, or registered in the name of, the Trustee or its nominee
      or custodian or endorsed in blank to a financial intermediary (as defined in
      Section 8-313 of the UCC) and the making by such financial intermediary of
      entries on its books and records identifying such certificated securities as
      belonging to the Trustee or its nominee or custodian and the sending by such
      financial intermediary of a confirmation of the purchase of such certificated
      security by the Trustee or its nominee or custodian, or (2) by delivery thereof
      to a “clearing
      corporation”
(as
      defined in Section 8-102(3) of the UCC) and the making by such clearing
      corporation of appropriate entries on its books reducing the appropriate
      securities account of the transferor and increasing the appropriate securities
      account of a financial intermediary by the amount of such certificated security,
      the identification by the clearing corporation of the certificated securities
      for the sole and exclusive account of the financial intermediary, the
      maintenance of such certificated securities by such clearing corporation or
      a
“custodian
      bank”
(as
      defined in Section 8-102(4) of the UCC) or the nominee of either subject to
      the
      clearing corporation’s exclusive control, the sending of a confirmation by the
      financial intermediary of the purchase by the Trustee or its nominee or
      custodian of such securities and the making by such financial intermediary
      of
      entries on its books and records identifying such certificated securities as
      belonging to the Trustee or its nominee or custodian (all of the foregoing,
      “Physical
      Property”),
      and,
      in any event, any such Physical Property in registered form shall be in the
      name
      of the Trustee or its nominee or custodian; and such additional or alternative
      procedures as may hereafter become appropriate to effect the complete transfer
      of ownership of any such Pledged Account Property to the Trustee or its nominee
      or custodian, consistent with changes in applicable law or regulations or the
      interpretation thereof;

    


    (b) with
      respect to any security issued by the U.S. Treasury, the Federal Home Loan
      Mortgage Corporation or by the Federal National Mortgage Association that is
      a
      book-entry security held through the Federal Reserve System pursuant to Federal
      book-entry regulations, the following procedures, all in accordance with
      applicable law, including applicable Federal regulations and Articles 8 and
      9 of
      the UCC: book-entry registration of such Pledged Account Property to an
      appropriate book-entry account maintained with a Federal Reserve Bank by a
      financial intermediary which is also a “depository”
      pursuant to applicable Federal regulations and issuance by such financial
      intermediary of a deposit advice or other written confirmation of such
      book-entry registration to the Trustee or its nominee or custodian of the
      purchase by the Trustee or its nominee or custodian of such book-entry
      securities; the making by such financial intermediary of entries in its books
      and records identifying such book-entry security held through the Federal
      Reserve System pursuant to Federal book-entry regulations as belonging to the
      Trustee or its nominee or custodian and indicating that such custodian holds
      such Pledged Account Property solely as agent for the Trustee or its nominee
      or
      custodian; and such additional or alternative procedures as may hereafter become
      appropriate to effect complete transfer of ownership of any such Pledged Account
      Property to the Trustee or its nominee or custodian, consistent with changes
      in
      applicable law or regulations or the interpretation thereof; and

    


    (c) with
      respect to any item of Pledged Account Property that is an uncertificated
      security under Article 8 of the UCC and that is not governed by clause
      (b)
      above,
      registration on the books and records of the issuer thereof in the name of
      the
      financial intermediary, the sending of a confirmation by the financial
      intermediary of the purchase by the Trustee or its nominee or custodian of
      such
      uncertificated security, the making by such financial intermediary of entries
      on
      its books and records identifying such uncertificated certificates as belonging
      to the Trustee or its nominee or custodian; or

    


    
      
         

      

      
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    (ii) the
      perfection and priority of a security interest in such Pledged Account Property
      which is governed by the law of a jurisdiction which has adopted the 1994
      Revision to Article 8 of the UCC:

    


    (a) with
      respect to bankers’ acceptances, commercial paper, negotiable certificates of
      deposit and other obligations that constitute “instruments”
within
      the meaning of Section 9-102(a)(47) of the UCC (other than certificated
      securities) and are susceptible of physical delivery, transfer thereof to the
      Trustee by physical delivery to the Trustee, indorsed to, or registered in
      the
      name of, the Trustee or its nominee or indorsed in blank and such additional
      or
      alternative procedures as may hereafter become appropriate to effect the
      complete transfer of ownership of any such Pledged Account Property to the
      Trustee free and clear of any adverse claims, consistent with changes in
      applicable law or regulations or the interpretation thereof;

    


    (b) with
      respect to a “certificated
      security”
(as
      defined in Section 8-102(a)(4) of the UCC), transfer thereof:

    


    (1) by
      physical delivery of such certificated security to the Trustee, provided
      that if
      the certificated security is in registered form, it shall be indorsed to, or
      registered in the name of, the Trustee or indorsed in blank;

    


    (2) by
      physical delivery of such certificated security in registered form to a
“securities
      intermediary”
(as
      defined in Section 8-102(a)(l4) of the UCC) acting on behalf of the Trustee
      if
      the certificated security has been specially endorsed to the Trustee by an
      effective endorsement.

    


    (c) with
      respect to any security issued by the U.S. Treasury, the Federal Home Loan
      Mortgage Corporation or by the Federal National Mortgage Association that is
      a
      book-entry security held through the Federal Reserve System pursuant to Federal
      book entry regulations, the following procedures, all in accordance with
      applicable law, including applicable federal regulations and Articles 8 and
      9 of
      the UCC: book-entry registration of such property to an appropriate book-entry
      account maintained with a Federal Reserve Bank by a securities intermediary
      which is also a “depositary”
      pursuant to applicable federal regulations and issuance by such securities
      intermediary of a deposit advice or other written confirmation of such
      book-entry registration to the Trustee of the purchase by the securities
      intermediary on behalf of the Trustee of such book-entry security; the making
      by
      such securities intermediary of entries in its books and records identifying
      such book-entry security held through the Federal Reserve System pursuant to
      Federal book-entry regulations as belonging to the Trustee and indicating that
      such securities intermediary holds such book-entry security solely as agent
      for
      the Trustee; and such additional or alternative procedures as may hereafter
      become appropriate to effect complete transfer of ownership of any such Pledged
      Account Property to the Trustee free of any adverse claims, consistent with
      changes in applicable law or regulations or the interpretation
      thereof;

    


    (d) with
      respect to any item of Pledged Account Property that is an “uncertificated
      security”
(as
      defined in Section 8-102(a)(18) of the UCC) and that is not governed by
clause
      (c)
      above,
      transfer thereof:

    


    (1)(A)
      by
      registration to the Trustee as the registered owner thereof, on the books and
      records of the issuer thereof;

    


    (B) by
      another Person (not a securities intermediary) who either becomes the registered
      owner of the uncertificated security on behalf of the Trustee, or having become
      the registered owner acknowledges that it holds for the Trustee;

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    (2) the
      issuer thereof has agreed that it will comply with instructions originated
      by
      the Trustee without further consent of the registered owner
      thereof;

    


    (e) with
      respect to a “security
      entitlement”
(as
      defined in Section 8-I 02(a)( 17) of the UCC):

    


    (1) if
      a
      securities intermediary (A) indicates by book entry that a “financial
      asset”
(as
      defined in Section 8-102(a)(9) of the UCC) has been credited to the Trustee’s
“securities
      account”
(as
      defined in Section 8-501(a) of the UCC), (B) receives a financial asset (as
      so
      defined) from the Trustee or acquires a financial asset for the Trustee, and
      in
      either case, accepts it for credit to the Trustee’s securities account (as so
      defined), (C) becomes obligated under other law, regulation or rule to credit
      a
      financial asset to the Trustee’s securities account, or (D) has agreed that it
      will comply with “entitlement
      orders”
(as
      defined in Section 8-1 02(a)(8) of the UCC) originated by the Trustee, without
      further consent by the “entitlement
      holder”
(as
      defined in Section 8-l02(a)(7) of the UCC), of a confirmation of the purchase
      and the making by such securities intermediary of entries on its books and
      records identifying as belonging to the Trustee of (I) a specific certificated
      security in the securities intermediary’s possession, (II) a quantity of
      securities that constitute or are part of a fungible bulk of certificated
      securities in the securities intermediary’s possession, or (III) a quantity of
      securities that constitute or are part of a fungible bulk of securities shown
      on
      the account of the securities intermediary on the books of another securities
      intermediary;

    


    (f) in
      each
      case of delivery contemplated pursuant to clauses
      (a)
      through
(e)
      of
subsection
      (ii)
      hereof,
      the Trustee shall make appropriate notations on its records, and shall cause
      the
      same to be made on the records of its nominees, indicating that such Trust
      Property which constitutes a security is held in trust pursuant to and as
      provided in the Sale and Servicing Agreement.

    


    “Determination
      Date”
means,
      with respect to any Settlement Date, the day that is five Business Days prior
      to
      such Settlement Date. 

    


    “Direction
      Letter”
shall
      have the meaning set forth in the Escrow Agreement. 

    


    “Dollar”
means
      lawful money of the United States.

    


    “Eligible
      Account”
means
      either (i) a segregated trust account that is maintained with a depository
      institution acceptable to the Note Purchaser, or (ii) a segregated direct
      deposit account maintained with a depository institution or trust company
      organized under the laws of the United States of America, or any of the States
      thereof, or the District of Columbia, having a certificate of deposit,
      short-term deposit or commercial paper rating of at least “A-1+”
by
      Standard & Poor’s and “P-1”
by
      Moody’s and acceptable to the Note Purchaser.

    


    “Eligible
      Investments”
mean
      book-entry securities, negotiable instruments or securities represented by
      instruments in bearer or registered form which evidence:

    


    (a) direct
      obligations of, and obligations fully guaranteed as to the full and timely
      payment by, the United States of America;

    


    (b) demand
      deposits, time deposits or certificates of deposit of any depository institution
      or trust company incorporated under the laws of the United States of America
      or
      any State thereof (or any domestic branch of a foreign bank) and subject to
      supervision and examination by Federal or State banking or depository
      institution authorities; provided,
      however,
      that at
      the time of the investment or contractual commitment to invest therein, the
      commercial paper or other short-term unsecured debt obligations (other than
      such
      obligations the rating of which is based on the credit of a Person other than
      such depository institution or trust company) thereof shall be rated
“A-1+”
by
      Standard & Poor’s and “P-1”
by
      Moody’s;

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    (c) commercial
      paper that, at the time of the investment or contractual commitment to invest
      therein, is rated “A-1+”
by
      Standard & Poor’s and “P-1”
by
      Moody’s;

    


    (d) bankers’
      acceptances issued by any depository institution or trust company referred
      to in
clause
      (b)
      above;

    


    (e) repurchase
      obligations with respect to any security that is a direct obligation of, or
      fully guaranteed as to the full and timely payment by, the United States of
      America or any agency or instrumentality thereof the obligations of which are
      backed by the full faith and credit of the United States of America, in either
      case entered into with (i) a depository institution or trust company (acting
      as
      principal) described in clause
      (b)
      or (ii)
      a depository institution or trust company whose commercial paper or other short
      term unsecured debt obligations are rated “A-1+”
by
      Standard & Poor’s and “P-1”
by
      Moody’s and long term unsecured debt obligations are rated “AAA”
by
      Standard & Poor’s and “Aaa“
by
      Moody’s;

    


    (f) with
      the
      prior written consent of the Note Purchaser, money market mutual funds
      registered under the Investment Company Act of 1940, as amended, having a
      rating, at the time of such investment, from the Rating Agency in the highest
      investment category granted thereby; and

    


    (g) any
      other
      investment as may be acceptable to the Note Purchaser, as evidenced by a writing
      to that effect, as may from time to time be confirmed in writing to the Trustee
      by the Note Purchaser, so long as the Note Purchaser and the Trustee has
      received written notification from the Rating Agency that the acquisition of
      such investment will satisfy the Rating Agency Condition.

    


    Any
      of
      the foregoing Eligible Investments may be purchased by or through the Trustee
      or
      any of its Affiliates.

    


    “Eligible
      Receivables”
means,
      as of any date of determination, Receivables relating to Eligible Timeshare
      Loans.

    


    “Eligible
      Servicer”
means
      a
      Person approved to act as “Servicer”
under
      the Sale and Servicing Agreement by the Note Purchaser.

    


    “Eligible
      Timeshare Loan”
means
      a
      Timeshare Loan which meets all of the criteria set forth in Exhibit
      B
      to the
      Sale and Servicing Agreement.

    


    “Engagement
      Letter”
means
      the letter agreement dated as of September 23, 2005, entered between Silverleaf
      and UBS Securities LLC.

    


    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended.

    


    “Escrow
      Agent”
means
      Chicago Title Insurance Company. 

    


    “Escrow
      Agreement”
means
      the Amended and Restated Escrow Agreement dated as of December 22, 2006, among
      Silverleaf, the Purchaser, the Issuer, UBS, Wells Fargo Bank, National
      Association, as Trustee and Custodian, and the Escrow Agent, as the same may
      be
      amended or supplemented from time to time. 

    


    “Event
      of Default”
has
      the
      meaning specified in Section
      5.1
      of the
      Indenture.

    


    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

    


    “Executive
      Officer”
means,
      with respect to any corporation, the Chief Executive Officer, Chief Operating
      Officer, Chief Financial Officer, President, Executive Vice President, any
      Vice
      President, the Secretary or the Treasurer of such corporation; with respect
      to
      any limited liability company, the manager, and with respect to any partnership,
      any general partner thereof.

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    “Facility
      Termination Date”
means
      the earlier of (I) the Scheduled Maturity Date, (II) the date of the occurrence
      of a Funding Termination Event, and (III) a regulatory, tax or accounting body
      has ordered that the activities of the Noteholder or any Affiliate of the
      Noteholder contemplated hereby be terminated or, as a result of any other event
      or circumstance, the activities of the Noteholder contemplated hereby may
      reasonably be expected, based upon the advice of counsel (which may be in-house
      counsel) or independent certified accountants, to cause the Noteholder, the
      Person, if any, then acting as the administrator or the manager for the
      Noteholder, or any of their respective Affiliates to suffer materially adverse
      regulatory, accounting or tax consequences.

    


    “Fee
      Letter”
shall
      mean the Fee Letter by and among the Issuer, Silverleaf and the Noteholder,
      dated as of December 22, 2006. 

    


    “Final
      Scheduled Settlement Date”
means
      the Settlement Date occurring on December 22, 2010.

    


    “Finance
      Agreement”
means
      a
      purchase and finance agreement between an Obligor and Silverleaf pursuant to
      which such Obligor finances the purchase of Oak N’ Spruce Certificates.


    


    “Financial
      Statements”
has
      the
      meaning set forth in Section
      5.02(e)
      of the
      Note Purchase Agreement.

    


    “Foreclosure
      Property”
has
      the
      meaning set forth in Section
      4.3
      of the
      Sale and Servicing Agreement. 

    


    “Funding
      Date”
shall
      mean the Business Day on which an Advance occurs.

    


    “Funding
      Termination Event”
means
      the occurrence of any one of the following events, unless waived in writing
      by
      the Note Purchaser: (i) an Event of Default; (ii) failure by the Seller or
      the
      Servicer to repurchase any Receivable in accordance with the terms of the Sale
      and Servicing Agreement; (iii) Silverleaf or an Affiliate thereof shall no
      longer be the Servicer under the Sale and Servicing Agreement; (iv) Silverleaf
      is terminated for cause as servicer under any other sale and servicing agreement
      relating to a term securitization or warehouse financing facility; (v) failure
      by the Issuer or the Servicer to accept the proposed assignee in accordance
      with
      Section 8.03(c)(iii) of the Note Purchase Agreement; and (vi) the rating of
      the
      Notes shall be below Baa2
      by
      Moody’s and the Noteholder shall have declared that a Funding Termination Event
      has occurred. 

    


    “GAAP”
means
      generally accepted accounting principles occasioned by the promulgation of
      rules, regulations, pronouncements or opinions by the Financial Accounting
      Standards Board, the American Institute of Certified Public Accountants or
      the
      Securities and Exchange Commission (or successors thereto or agencies with
      similar functions) from time to time.

    


    “Governmental
      Authority”
means
      the United States of America, any state, local or other political subdivision
      thereof and any entity exercising executive, legislative, judicial, regulatory,
      or administrative functions thereof pertaining thereto.

    


    “Grant”
means
      to mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey,
      assign, transfer, create, grant a lien upon and a security interest in and
      right
      of set-off against, deposit, set over and confirm pursuant to the Indenture.
      A
      Grant of the Collateral or of any other agreement or instrument shall include
      all rights, powers and options (but none of the obligations) of the granting
      party thereunder, including the immediate and continuing right to claim for,
      collect, receive and give receipt for principal and interest payments in respect
      of the Collateral and all other moneys payable thereunder, to give and receive
      notices and other communications, to make waivers or other agreements, to
      exercise all rights and options, to bring proceedings in the name of the
      granting party or otherwise and generally to do and receive anything that the
      granting party is or may be entitled to do or receive thereunder or with respect
      thereto.

    


    “Hedge
      Agreement”
means
      an interest rate swap agreement, interest rate cap agreement, interest rate
      collar agreement, and all other agreements or arrangements designed to protect
      a
      Person against fluctuations in interest rate, in each case in a notional amount
      equal to the principal amount of all Advances and in form and substance
      satisfactory to the Note Purchaser, including but not limited to the master
      agreement, between the Issuer and a Hedge Counterparty, and all schedules and
      confirmations in connection therewith; provided that
      the
      Rating Agency Condition shall have been satisfied with respect to such Hedge
      Agreement (other than an interest rate cap agreement).

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    “Hedge
      Counterparty”
means
      any entity acceptable to the Note Purchaser and the Issuer that enters into
      a
      Hedge Agreement with the Issuer.

    


    “Hedge
      Counterparty Scheduled Fees”
means
      the fees due and owing to the Hedge Counterparty pursuant to the Hedge Agreement
      other than the Hedge Counterparty Termination Fees.

    


    “Hedge
      Counterparty Termination Fees”
has
      the
      meaning assigned to such term in the Hedge Agreement.

    


    “Holder”
or
      “Noteholder”
means
      the Person in whose name the Note is registered on the Note Register, which
      shall initially be UBS.

    


    “Indebtedness”
means,
      with respect to any Person at any time, (a) indebtedness or liability of such
      Person for borrowed money whether or not evidenced by bonds, debentures, notes
      or other instruments, or for the deferred purchase price of property or services
      (including trade obligations); (b) obligations of such Person as lessee under
      leases which should be, in accordance with generally accepted accounting
      principles, recorded as capital leases; (c) current liabilities of such Person
      in respect of unfunded vested benefits under plans covered by Title IV of ERISA;
      (d) obligations issued for or liabilities incurred on the account of such
      Person; (e) obligations or liabilities of such Person arising under acceptance
      facilities; (f) obligations of such Person under any guarantees, endorsements
      (other than for collection or deposit in the ordinary course of business) and
      other contingent obligations to purchase, to provide funds for payment, to
      supply funds to invest in any Person or otherwise to assure a creditor against
      loss; (g) obligations of such Person secured by any lien on property or assets
      of such Person, whether or not the obligations have been assumed by such Person;
      or (h) obligations of such Person under any interest rate or currency exchange
      agreement.

    


    “Indenture”
means
      the Indenture dated as of March 2, 2006, among the Issuer, UBS, as Noteholder,
      and Wells Fargo Bank, National Association, as Trustee, as the same may be
      amended, supplemented or otherwise modified from time to time in accordance
      with
      the terms thereof.

    


    “Independent”
means,
      when used with respect to any specified Person, that the person (a) is in fact
      independent of the Issuer, any other obligor upon the Note, the Seller and
      any
      Affiliate of any of the foregoing persons, (b) does not have any direct
      financial interest or any material indirect financial interest in the Issuer,
      any such other obligor, the Seller or any Affiliate of any of the foregoing
      Persons and (c) is not connected with the Issuer, any such other obligor, the
      Seller or any Affiliate of any of the foregoing Persons as an officer, employee,
      promoter, underwriter, trustee, partner, director or Person performing similar
      functions.

    


    “Initial
      Advance”
means
      the first Advance that is funded on or after the Closing Date.

    


    “Insolvency
      Event”
means,
      with respect to a specified Person, (a) the institution of a proceeding or
      the
      filing of a petition against such Person seeking the entry of a decree or order
      for relief by a court having jurisdiction in the premises in respect of such
      Person or any substantial part of its property in an involuntary case under
      any
      applicable federal or state bankruptcy, insolvency or other similar law now
      or
      hereafter in effect, seeking the appointment of a receiver, liquidator,
      assignee, custodian, trustee, sequestrator or similar official for such Person
      or for any substantial part of its property, or ordering the winding-up or
      liquidation of such Person’s affairs, and such proceeding or petition, decree or
      order shall remain unstayed or undismissed for a period of 60 consecutive days
      or an order or decree for the requested relief is earlier entered or issued;
      or
      (b) the commencement by such Person of a voluntary case under any applicable
      federal or state bankruptcy, insolvency or other similar law now or hereafter
      in
      effect, or the consent by such Person to the entry of an order for relief in
      an
      involuntary case under any such law, or the consent by such Person to the
      appointment of or taking possession by, a receiver, liquidator, assignee,
      custodian, trustee, sequestrator, or similar official for such Person or for
      any
      substantial part of its property, or the making by such Person of any general
      assignment for the benefit of creditors, or the failure by such Person generally
      to pay its debts as such debts become due, or the taking of action by such
      Person in furtherance of any of the foregoing.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    “Interest
      Expense”
means
      the aggregate consolidated expense of Silverleaf and its consolidated
      subsidiaries for interest on Indebtedness, including, without limitation,
      amortization of original issue discount, incurrence fees (to the extent included
      in interest expense), the interest portion of any deferred payment obligation
      and the interest component of any capital lease obligation. 

    


    “Interest
      Period”
means,
      with respect to the Note and any Settlement Date, the Accrual Period most
      recently ended as of such Settlement Date.

    


    “Invested
      Amount”
means,
      with respect to any date of determination, the aggregate principal amount
      (including all Advance Amounts as of such date) of the Note Outstanding at
      such
      date of determination.

    


    “Investment
      Company Act”
has
      the
      meaning set forth in Section
      5.01(c)
      of the
      Note Purchase Agreement.

    


    “Investment
      Earnings”
means,
      with respect to any Settlement Date and any Pledged Account, the investment
      earnings on Pledged Account Property and deposited into such Pledged Account
      during the related Accrual Period pursuant to Section
      5.1(f)
      of the
      Sale and Servicing Agreement.

    


    “Issuer”
means
      Silverleaf Finance IV, LLC until a successor replaces it in accordance with
      the
      terms of the Basic Documents and, thereafter, means the successor and, for
      purposes of any provision contained herein, each other obligor on the
      Note.

    


    “Issuer
      Order”
and
      “Issuer
      Request”
means
      a
      written order or request signed in the name of the Issuer by any one of its
      Authorized Officers and delivered to the Trustee.

    


    “Knowledge”
means
      (a) as to any natural Person, the actual awareness of the fact, event or
      circumstance at issue or receipt of notification by proper delivery of such
      fact, event or circumstance and (b) as to any Person that is not a natural
      Person, the actual awareness of the fact, event or circumstance at issue by
      a
      Responsible Officer of such Person or receipt, by a Responsible Officer of
      such
      Person, of notification by proper delivery of such fact, event or
      circumstance.

    


    “Leverage
      Ratio”
means
      the ratio, as of the last Business Day of each calendar quarter, of (i) the
      sum
      of all Indebtedness of Silverleaf and its subsidiaries on a consolidated basis
      (other than off-balance sheet debt that is non-recourse to Silverleaf) to (ii)
      Silverleaf’s and its subsidiaries’ Tangible Net Worth on a consolidated
      basis.

    


    “LIBOR”
means
      the rate for one-month deposits in U.S. dollars, which rate is determined on
      a
      daily basis by the Noteholder by reference to the British Bankers’ Association
      LIBOR Rates on Bloomberg (or such other service or services as may be nominated
      by the British Bankers’ Association for the purpose of displaying London
      interbank offered rates for U.S. dollar deposits) on such date (or, if such
      date
      is not a Business Day, on the immediately preceding Business Day) at or about
      11
      a.m. New York City time; provided,
      however,
      that if
      no rate appears on Bloomberg on any date of determination, LIBOR shall mean
      the
      rate for one-month deposits in U.S. Dollars which appears on the Telerate Page
      3750 on any such date of determination; provided further,
      that if
      no rate appears on either Bloomberg or such Telerate Page 3750, on any such
      date
      of determination LIBOR shall be determined as follows:

    


    LIBOR
      will be determined at approximately 11:00 a.m., New York City time, on such
      day
      on the basis of (a) the arithmetic mean of the rates at which one-month deposits
      in U.S. dollars are offered to prime banks in the London interbank market by
      four (4) major banks in the London interbank market selected by the Noteholder
      and in a principal amount of not less than $75,000,000 that is representative
      for a single transaction in such market at such time, if at least two (2) such
      quotations are provided, or (b) if fewer than two (2) quotations are provided
      as
      described in the preceding clause (a), the arithmetic mean of the rates, as
      requested by the Noteholder, quoted by three (3) major banks in New York City,
      selected by the Noteholder, at approximately 11:00 A.M., New York City time,
      on
      such day, one-month deposits in United States dollars to leading European banks
      and in a principal amount of not less than $75,000,000 that is representative
      for a single transaction in such market at such time.

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

       

    

    “Lien”
means
      a
      security interest, lien, charge, pledge, equity, or encumbrance of any kind,
      other than tax liens, mechanics’ liens and any liens that attach to the
      respective Receivable by operation of law as a result of an Obligor’s failure to
      pay an obligation.

    


    “Liquidated
      Receivable”
means
      any Receivable which has been liquidated by the Servicer through the sale of
      the
      related Timeshare Property.

    


    “Liquidation”
means
      with respect to any Timeshare Loan, the sale or compulsory disposition of the
      related Timeshare Property, following foreclosure, forfeiture or other
      enforcement action or the taking of a deed-in-lieu of foreclosure, to a Person
      other than the Servicer or an Affiliate thereof, except in accordance with
      Section 4.3(d) of the Sale and Servicing Agreement.

    


    “Liquidation
      Expenses”
means,
      with respect to a Defaulted Timeshare Loan, as of any date of determination,
      any
      out-of-pocket expenses (exclusive of overhead expenses) incurred by the Servicer
      in connection with the performance of its obligations under Section 4.3 in
      the
      Sale and Servicing Agreement, including, but not limited to, (i) any foreclosure
      or forfeiture and other repossession expenses incurred with respect to such
      Timeshare Loan, (ii) actual commissions and marketing and sales expenses
      incurred by the Servicer with respect to the liquidation of the related
      Timeshare Property and (iii) any other fees and expenses reasonably applied
      or
      allocated in the ordinary course of business with respect to the Liquidation
      of
      such Defaulted Timeshare Loan (including any assessed and unpaid Association
      fees and real estate taxes). 

    


    “Liquidation
      Proceeds”
means
      with respect to the Liquidation of any Timeshare Loan, the amounts actually
      received by the Servicer in connection with such Liquidation.

    


    “Lockbox
      Account”
means
      the account maintained on behalf of the Trustee by the Lockbox Bank pursuant
      to
Section
      4.2(b)
      of the
      Sale and Servicing Agreement.

    


    “Lockbox
      Agreement”
means
      the Blocked Account Control Agreement, dated as of March 2, 2006, by and among
      the Lockbox Processor, the Purchaser, the Servicer and the Trustee, as such
      agreement may be amended, supplemented or otherwise modified from time to time
      in accordance with the terms thereof, unless the Trustee shall cease to be
      a
      party thereunder, or such agreement shall be terminated in accordance with
      its
      terms, in which event “Lockbox
      Agreement”
shall
      mean such other agreement, in form and substance acceptable to the Noteholder,
      among the Servicer, the Purchaser, and the Lockbox Processor and any other
      appropriate parties. 

    


    “Lockbox
      Bank”
means
      as of any date a depository institution named by the Servicer and acceptable
      to
      the Noteholder at which each Lockbox Accounts is established and maintained
      as
      of such date.

    


    “Lockbox
      Fee”
means,
      on each Settlement Date, the fee payable by the Issuer to the Lockbox Bank
      in
      accordance with the Lockbox Agreement.

    


    “Lockbox
      Processor”
means
      JPMorgan Chase Bank, N.A., a national banking association, and its successors
      and assigns.

    


    “Management
      Agreement”
means
      that certain Management Agreement between the Managing Entity and each
      Association, dated as of March 28, 1990, as amended from time to
      time.

    


    “Managing
      Entity”
means
      Silverleaf Club, a Texas not-for-profit corporation, in its capacity as manager
      for all Associations.

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

       

    

    “Material
      Adverse Change”
means
      (a) in
      respect of any Person, a material adverse change in (i) the business,
      financial condition, results of operations or properties of such Person or
      any
      of its Subsidiaries or Affiliates, or (ii) the ability of such Person to
      perform its obligations under any of the Basic Documents to which it is a party,
      (b) in respect of any Receivable, a material adverse change in (i) the
      value or marketability of such Receivable or the related Other Conveyed
      Property, or (ii) the probability that amounts now or hereafter due in
      respect of such Receivable will be collected on a timely basis, in each case
      in
      a manner that materially and adversely affects the Noteholder or (c) the ability
      of the Trustee on behalf of the Noteholder to realize the benefits of the
      security afforded under the Basic Documents.

    


    “Maximum
      Invested Amount”
means
      $125,000,000.

    


    “Moody’s”
means
      Moody’s Investors Service, Inc., or its successor.

    


    “Mortgage”
means,
      with respect to a Mortgage Loan, any purchase money mortgage, deed of trust,
      purchase money deed of trust or mortgage deed creating a first lien on a
      Timeshare Property to secure debt granted by an Obligor to the Originator with
      respect to the purchase of such Timeshare Property and otherwise encumbering
      the
      related Timeshare Property to secure payments or other obligations under such
      Timeshare Loan.

    


    “Mortgage
      Loan”
means
      a
      Timeshare Loan originated by the Originator and evidenced by a Mortgage Note
      and
      secured by a first Mortgage on a fractional fee simple timeshare interest in
      a
      Unit.

    


    “Mortgage
      Note”
means,
      with respect to a Mortgage Loan, the original, executed promissory note
      evidencing the indebtedness of an Obligor under a Mortgage Loan, together with
      any rider, addendum or amendment thereto, or any renewal, substitution or
      replacement of such note.

    


    “Net
      Borrowing Base”
means,
      as of any date of determination, an amount equal to the Borrowing Base less
      any
      Available Funds (including any Eligible Investments) on deposit in the
      Collection Account.

    


    “Net
      Eligible Receivable Balance”
means,
      as of any date of determination, the Aggregate Principal Balance of all Eligible
      Receivables, minus the sum of (a) the Aggregate Principal Balance of all
      Delinquent Receivables, (b) the Aggregate Principal Balance of all Defaulted
      Receivables, (c) the Aggregate Principal Balance of all Defective Receivables,
      and (d) the Overconcentration Amount. 

    


    “Net
      Liquidation Proceeds”
means,
      with respect to a Liquidation, the positive difference between Liquidation
      Proceeds and Liquidation Expenses.

    


    “Net
      Spread”
means
      on any date a rate per annum equal to the difference of the (x) weighted average
      Timeshare Loan Rate of the Eligible Timeshare Loans minus (y) the sum of (i)
      the
      Servicing Fee, (ii) the Backup Servicing Fee, (iii) the Trustee Fee, (iv) the
      Hedge Counterparty Scheduled Fees, (v) the Cap Rate and (vi) 1.50%.

    


    “Non-Titled
      Loan”
means
      a
      Mortgage Loan that is pledged by the Issuer to the Trustee for the benefit
      of
      the Noteholder on any Funding Date in respect of which no Title Commitment
      is
      issued and delivered to the Custodian on or prior to such Funding Date.


    


    “Note”
means
      the Floating Rate Variable Funding Note, substantially in the form of the Note
      set forth in Exhibit A-1
      to the
      Indenture.

    


    “Note
      Distribution Account”
means
      the account designated as such, established and maintained pursuant to
Section
      5.1
      of the
      Sale and Servicing Agreement.

    


    “Note
      Interest Rate”
means
      (i) for any day prior to the Facility Termination Date, the sum of LIBOR for
      such day and the Applicable Margin, or (ii) for any day after the Noteholder
      Excess Principal Event Date, the Prime Rate for such day, or (iii) for any
      day
      after the Facility Termination Date has occurred as a result of events described
      in subsection (II) of the definition of Facility Termination Date, the sum
      of
      the Prime Rate for such day and the Default Applicable Margin; provided,
      however,
      that
      the Note Interest Rate will in no event be higher than the maximum rate
      permitted by law.

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

       

    

    “Note
      Paying Agent”
means
      the Trustee or any other Person that meets the eligibility standards for the
      Trustee specified in Section
      6.11
      of the
      Indenture and is authorized by the Issuer to make the payments to and
      distributions from the Collection Account and the Note Distribution Account,
      including payment of principal of or interest on the Note on behalf of the
      Issuer.

    


    “Note
      Purchase Agreement”
means
      the Note Purchase Agreement dated as of March 2, 2006 among UBS, the Issuer
      and
      the Servicer, as the same may be amended, supplemented or otherwise modified
      from time to time in accordance with the terms thereof.

    


    “Note
      Purchaser”
means
      UBS and its successors and permitted assigns.

    


    “Note
      Register”
and
      “Note
      Registrar”
have
      the respective meanings specified in Section 2.4 of the Indenture.

    


    “Noteholder”
means
      the Person in whose name a Note is registered on the Note Register.

    


    “Noteholder
      Excess Principal Amount”
means,
      if a Noteholder Excess Principal Event has occurred, (i) on each Settlement
      Date
      during the first 12 month period after the Noteholder Excess Principal Event
      Date, the sum of (1) the Borrowing Base Deficiency, if any, and (2) the product
      of (A) the Available Funds remaining after the distribution on such Settlement
      Date of the amounts pursuant to Section 5.7(a)(i) through (viii) of the Sale
      and
      Servicing Agreement and the payment of any Borrowing Base Deficiency, and (B)
      33.33%, (ii) on each Settlement Date during the second 12 month period after
      the
      Noteholder Excess Principal Event Date, the sum of (1) the Borrowing Base
      Deficiency, if any, and (2) the product of (A) the Available Funds remaining
      after the distribution on such Settlement Date of the amounts pursuant to
      Section 5.7(a)(i) through (viii) of the Sale and Servicing Agreement and the
      payment of Borrowing Base Deficiency, and (B) 66.67%, and (iii) on each
      Settlement Date during the third 12 month period after the Noteholder Excess
      Principal Event Date and thereafter, all the Available Funds remaining after
      the
      distribution on such Settlement Date of the amounts pursuant to Section
      5.7(a)(i) through (viii) of the Sale and Servicing Agreement.

    


    “Noteholder
      Excess Principal Event”
means
      the occurrence of one of the following events: (i) the Facility Termination
      Date
      is determined in accordance with subsection (I) of the definition thereof,
      (ii)
      as of the last day of any calendar quarter, for the period of four consecutive
      calendar quarters then ended on such day, the ratio of Silverleaf’s (1) Earnings
      Before Interest, Taxes, Deductions and Amortization (EBITDA) to (2) Interest
      Expense is less than 1.25:1, or (iii) as of any date of determination (A) the
      Leverage Ratio of Silverleaf exceeds 4.5:1, (B) the weighted average FICO score
      of the Obligors (who are Obligors on the date of determination) related to
      the
      Eligible Receivables is less than 640 (provided, however, that upon the
      occurrence of the event described in this clause (B), Silverleaf shall have
      45
      days after such occurrence to cure such Noteholder Excess Principal Event),
      (C)
      the Net Spread is less than 5.0%, (D) the weighted average Timeshare Loan Rate
      of all the Eligible Timeshare Loans is less than 15%, or (E) the weighted
      average original term to maturity of all the Eligible Timeshare Loans exceeds
      108 months (provided, however, that upon the occurrence of an event described
      in
      clause (C), (D), or (E) hereof, Silverleaf shall have 45 days after such
      occurrence to cure such Noteholder Excess Principal Event).

    


    “Noteholder
      Excess Principal Event Date”
means
      the first date on which a Noteholder Excess Principal Event has occurred.


    


    “Noteholder’s
      Interest Carryover Shortfall”
means,
      with respect to any Settlement Date, the excess of the Noteholder’s Interest
      Distributable Amount for the preceding Settlement Date over the amount that
      was
      actually deposited in the Note Distribution Account on such preceding Settlement
      Date on account of the Noteholder’s Interest Distributable Amount.

    


    “Noteholder’s
      Interest Distributable Amount”
means,
      with respect to any Settlement Date, the sum of the Noteholder’s Monthly
      Interest Distributable Amount for such Settlement Date and the Noteholder’s
      Interest Carryover Shortfall for such Settlement Date, if any, plus interest
      on
      the Noteholder’s Interest Carryover Shortfall, to the extent permitted by law,
      at the Note Interest Rate for the related Interest Period(s), from and including
      the preceding Settlement Date to, but excluding, the current Settlement
      Date.

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

       

    

    “Noteholder’s
      Monthly Interest Distributable Amount”
means,
      with respect to any Settlement Date, the sum of the product of (i) the Note
      Interest Rate for each day during such Interest Period, (ii) the Invested Amount
      for each day during such Interest Period and (iii) 1/360.

    


    “Noteholder’s
      Principal Distributable Amount”
means,
      with respect to any Settlement Date (other than the Final Scheduled Settlement
      Date) (A) prior to the Facility Termination Date and the Noteholder Excess
      Principal Event Date, the Borrowing Base Deficiency, if any, (B) upon and after
      the Noteholder Excess Principal Event Date has occurred but prior to the
      occurrence of a Facility Termination Date that results upon the occurrence
      of
      any event specified in clauses (II) or (III) of the definition thereof, the
      Noteholder Excess Principal Amount, and (C) upon and after the occurrence of
      a
      Facility Termination Date that results upon the occurrence of any event
      specified in clauses (II) or (III) of the definition thereof, the aggregate
      outstanding principal amount of the Note. The Noteholder’s Principal
      Distributable Amount on the Final Scheduled Settlement Date will equal the
      aggregate outstanding principal amount of the Note.

    


    “Oak
      N’
Spruce Loan”
means
      a
      Timeshare Loan relating to the Oak N’ Spruce Resort and evidenced by a Finance
      Agreement.

    


    “Oak
      N’
Spruce Certificate”
means
      a
      certificate of beneficial interest in Oak N’ Spruce Resort Trust which entitles
      the owner thereof the right to use and occupy a specifically designated Unit
      at
      a fixed period of time each year at the Oak N’ Spruce Resort.

    


    “Oak
      N’
Spruce Financing Statement”
means,
      with respect to an Oak N’ Spruce Loan, a UCC financing statement (UCC-1) in
      recordable form which (i) names as “debtor” the Obligor on the underlying Oak N’
Spruce Loan, (ii) names as “secured party” the Trustee for the benefit of the
      Noteholder, and (iii) is sufficient under applicable laws to give record notice
      of the pledge of such Oak N’ Spruce Loan and its proceeds to the Trustee and its
      assigns.

    


    “Oak
      N’
Spruce Financing Statement Amendment”
means,
      with respect to an Oak N’ Spruce Loan, a UCC financing statement amendment
      (UCC-3) in recordable form which (i) amends the initial UCC financing statement
      filed with respect to such Oak N’ Spruce Loan to evidence the assignment of the
      loan to the Trustee for the benefit of the Noteholder as “secured
      party/assignee,” (ii) names the Obligor on the underlying Oak N’ Spruce Loan as
“debtor,” and (iii) is sufficient under applicable laws to give record notice of
      a transfer of such Oak N’ Spruce Loan and its proceeds to the Trustee and its
      assigns.

    


    “Oak
      N’
Spruce Resort”
means
      the timeshare resort and related facilities located in Lee, Massachusetts and
      operated by Silverleaf.

    


    “Oak
      N’
Spruce Resort Trust”
means
      the trust established under the Oak N’ Spruce Trust Agreement.

    


    “Oak
      N’
Spruce Trust Agreement”
means,
      collectively, that certain Sixth Amended and Restated Declaration of Trust
      of
      Oak N’ Spruce Resort Trust, dated as of September 20, 2004, as amended, restated
      or otherwise modified from time to time, together with all other agreements,
      documents and instruments governing the operation of the Oak N’ Spruce Resort
      Trust, including without limitation, the Time Share Supplement to the Sixth
      Amended and Restated Declaration of Trust of Oak N’ Spruce Resort Trust, dated
      September 20, 2004 and the Recreation and Use Easement, dated September 20,
      2000, as any such documents may be amended, restated or otherwise modified
      from
      time to time.

    


    “Oak
      N’
Spruce Trustee”
means
      Silverleaf Berkshires, Inc., a Texas corporation, in its capacity as trustee
      under the Oak N’ Spruce Trust Agreement, and its permitted successors and
      assigns.

    


    
      
         

      

      
        16

        
          

        

      

      
         

      

       

    

    “Obligor”
means
      the related obligor under a Timeshare Loan. 

    


    “Officer’s
      Certificate”
means
      a
      certificate signed by the chairman of the board, the president, any vice
      chairman of the board, any vice president, the treasurer, the controller or
      assistant treasurer or any assistant controller, secretary or assistant
      secretary of the Seller, the Purchaser or the Servicer, as
      appropriate.

    


    “Opinion
      Collateral”
has
      the
      meaning set forth in Section 3.6(a) of the Indenture. 

    


    “Opinion
      of Counsel”
means
      a
      written opinion of counsel who may be but need not be counsel to the Purchaser,
      the Seller or the Servicer, which counsel shall be reasonably acceptable to
      the
      Trustee and the Noteholder and which opinion shall be reasonably acceptable
      in
      form and substance to the Trustee and to the Noteholder.

    


    “Optional
      Purchase Limit”
shall
      mean, on any date, an amount equal to (x) 15% of the then Aggregate Initial
      Principal Balance less (y) the Aggregate Principal Balance (as of the related
      purchase dates) of all Defaulted Timeshare Loans previously purchased by the
      Seller pursuant to the Sale and Servicing Agreement.

    


    “Other
      Conveyed Property”
means
      all property conveyed by the Seller to the Purchaser pursuant to Sections
      2.1 (a)(ii)
      through
(x)
      of the
      Sale and Servicing Agreement and Section 2 of each Assignment.

    


    “Outstanding”
means,
      as of the date of determination, the Note theretofore authenticated and
      delivered under the Indenture except:

    


    (i) the
      Note
      theretofore canceled by the Note Registrar or delivered to the Note Registrar
      for cancellation;

    


    (ii) the
      Note
      the payment for which money in the necessary amount has been theretofore
      deposited with the Trustee or any Note Paying Agent in trust for the Holder
      of
      the Note (provided, however, that if the Note is to be prepaid, notice of such
      prepayment has been duly given pursuant to this Indenture, satisfactory to
      the
      Trustee); and

    


    (iii) the
      Note
      in exchange for or in lieu of another Note which have been authenticated and
      delivered pursuant to this Indenture unless proof satisfactory to the Trustee
      is
      presented that any Note is held by a bona fide purchaser.

    


    “Overconcentration
      Amount”
means,
      at any time, without duplication, the sum of:

    


    (i) the
      amount by which the sum of the Aggregate Principal Balance of all Eligible
      Receivables related to (A) any one Resort (other than Holiday Hills) exceeds
      25%
      of the Aggregate Principal Balance of all Eligible Receivables at such time
      and
      (B) Holiday Hills exceeds 35% of the Aggregate Principal Balance of all Eligible
      Receivables at such time;

    


    (ii) the
      amount by which the sum of the Aggregate Principal Balance of all Eligible
      Receivables related to Resorts located in (A) any one State (other than Texas
      and Missouri) exceeds 25% of the Aggregate Principal Balance of all Eligible
      Receivables at such time, (B) in Texas exceeds 55% of the Aggregate Principal
      Balance of all Eligible Receivables at such time, and (C) in Missouri exceeds
      50% of the Aggregate Principal Balance of all Eligible Receivables at such
      time;

    


    (iii) the
      amount by which the sum of the Aggregate Principal Balance of all Eligible
      Receivables related to Timeshare Loans under which any payment terms have been
      amended or modified at any time exceeds 10% of the Aggregate Principal Balance
      of all Eligible Receivables at such time;

    


    (iv) the
      amount by which the sum of the Aggregate Principal Balance of all Eligible
      Receivables in respect of which the Obligors are located outside of the United
      States exceeds 1% of the Aggregate Principal Balance of all Eligible Receivables
      at such time;

    


    
      
         

      

      
        17

        
          

        

      

      
         

      

       

    

    (v) the
      amount by which the sum of the Aggregate Principal Balance of all Eligible
      Receivables with Obligors in respect of which no FICO score is available exceeds
      3% of the Aggregate Principal Balance of all Eligible Receivables at such
      time;

    


    (vi) the
      amount by which the sum of the Aggregate Principal Balance of all Eligible
      Receivables related to Timeshare Loans that have an original Principal Balance
      of between $35,000 and $50,000 or a Principal Balance of between $35,000 and
      $50,000 as of the related Cutoff Date exceeds 15% of the Aggregate Principal
      Balance of all Eligible Receivables at such time; 

    


    (vii) 
      the
      amount by which the sum of the Aggregate Principal Balance of all Eligible
      Receivables related to Timeshare Loans that have an original term to maturity
      of
      120 months with (a) a related Obligor for whom no FICO score is available and
      (b) a related Obligor having a FICO score of greater than or equal to 500 and
      less than 600 as of the date of origination of such Timeshare Loan exceeds,
      in
      the aggregate, 5% of the Aggregate Principal Balance of all Eligible Receivables
      at such time; 

    


    (viii) the
      amount by which the sum of the Aggregate Principal Balance of all Eligible
      Receivables related to Timeshare Loans that have an original term to maturity
      of
      120 months with (a) a related Obligor for whom no FICO score is available,
      (b) a
      related Obligor having a FICO score of at least 600 as of the date of
      origination of such Timeshare Loan and (c) a related Obligor having a FICO
      score
      greater than or equal to 500 and less than 600 as of the date of origination
      of
      such Timeshare Loan exceeds, in the aggregate, 25% of the Aggregate Principal
      Balance of all Eligible Receivables at such time; 

    


    (ix) the
      amount by which the sum of the Aggregate Principal Balance of all Non-Titled
      Loans exceeds $10,000,000; and

    


    (x) the
      amount by which the sum of the Aggregate Principal Balance of all Eligible
      Receivables relating to Timeshare Loans with a related Obligor having a FICO
      score of greater than or equal to 500 and less than 600 as of the date of
      origination of such Timeshare Loan exceeds, in the aggregate, 20% of the
      Aggregate Principal Balance of all Eligible Receivables at such time.


    


    “Participant”
shall
      have the meaning set forth in Section
      2.12
      of the
      Indenture. 

    


    “Paydown
      Letter”
shall
      have the meaning set forth in the Escrow Agreement. 

    


    “Permitted
      Liens”
means
      (a) with respect to Timeshare Loans included in the Collateral, Liens for state,
      municipal or other local taxes if such taxes shall not at the time be due and
      payable, (ii) Liens in favor of the Purchaser created pursuant to the Basic
      Documents, and (iii) Liens in favor of Trustee created pursuant to the
      Indenture; (b) with respect to the related Timeshare Property, materialmen’s,
      warehousemen’s, mechanic’s and other Liens arising by operation of law in the
      ordinary course of business for sums not due, (ii) Liens for state, municipal
      or
      other local taxes if such taxes shall not at the time be due and payable, (iii)
      the Obligor’s interest in the Timeshare Property under the Timeshare Loan
      whether pursuant to the Oak N’ Spruce Trust Agreement or otherwise; and (c) with
      respect to Timeshare Loans and Other Conveyed Property included in the
      Collateral, any and all rights of the Beneficiaries and the Other Beneficiaries
      referred to in the Oak N’ Spruce Trust Agreement under the Oak N’ Spruce Trust
      Agreement.

    


    “Person”
means
      any individual, corporation, estate, partnership, limited liability company,
      joint venture, association, joint stock company, trust (including any
      beneficiary thereof), unincorporated organization or government or any agency
      or
      political subdivision thereof.

    


    “Physical
      Property”
has
      the
      meaning assigned to such term in the definition of “Delivery”
above.

    


    “Pledged
      Account Property”
means
      the Pledged Accounts, all amounts and investments held from time to time in
      any
      Pledged Account (whether in the form of deposit accounts, Physical Property,
      book-entry securities, uncertificated securities or otherwise), and all proceeds
      of the foregoing.

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

       

    

    “Pledged
      Accounts”
has
      the
      meaning assigned thereto in Section
      5.1(e)
      of the
      Sale and Servicing Agreement.

    


    “Post-Office
      Box”
means
      each separate post-office box in the name of the Purchaser for the benefit
      of
      the Trustee acting on behalf of the Noteholder, established and maintained
      pursuant to Section
      4.2
      of the
      Sale and Servicing Agreement.

    


    “Prepayment
      Date”
shall
      have the meaning set forth in Section
      10.1
      of the
      Indenture. 

    


    “Prime
      Rate”
means,
      on any date, a fluctuating rate of interest per annum equal to the arithmetic
      average of the rates of interest publicly announced by JPMorgan Chase Bank,
      N.A.
      and Citibank, N.A. (or their respective successors) as their respective prime
      commercial lending rates (or, as to any such bank that does not announce such
      a
      rate, such bank’s “base” or other rate determined by the Noteholder to be the
      equivalent rate announced by such bank), except that, if any such bank shall,
      for any period, cease to announce publicly its prime commercial lending (or
      equivalent) rate, the Noteholder shall, during such period, determine the Prime
      Rate based upon the prime commercial lending (or equivalent) rates announced
      publicly by the other bank or, if such bank ceases to announce publicly its
      prime commercial lending (or equivalent) rate, based upon the prime commercial
      lending (or equivalent) rate or rates announced publicly by one or more other
      banks chosen in the sole discretion of the Noteholder. The prime commercial
      lending (or equivalent) rates used in computing the Prime Rate are not intended
      to be the lowest rates of interest charged by such banks in connection with
      extensions of credit to debtors. The Prime Rate shall change as and when such
      banks’ prime commercial lending (or equivalent) rates change.

    


    “Principal
      Balance”
of
      a
      Receivable, as of any date of determination, means the outstanding principal
      balance due under or in respect of a Timeshare Loan (including a Defaulted
      Receivable).

    


    “Principal
      Funding Account”
has
      the
      meaning specified in Section
      5.1(c)
      of the
      Sale and Servicing Agreement.

    


    “Prior
      Secured Party”
shall
      have the meaning set forth in the Escrow Agreement. 

    


    “Prior
      Secured Party Allonge”
shall
      have the meaning set forth in the Escrow Agreement. 

    


    “Prior
      Secured Party’s Collateral”
shall
      have the meaning set forth in the Escrow Agreement. 

    


    “Prior
      Secured Party’s Oak N’ Spruce Collateral”
shall
      have the meaning set forth in the Escrow Agreement. 

    


    “Proceeding”
means
      any suit in equity, action at law or other judicial or administrative
      proceeding.

    


    “Program”
has
      the
      meaning specified in Section
      4.11
      of the
      Sale and Servicing Agreement.

    


    “Purchase
      Amount”
means,
      on any date with respect to a Defective Receivable, the Principal Balance and
      all accrued and unpaid interest on the related Timeshare Loan as of such
      date.

    


    “Purchase
      Price”
means,
      with respect to each Receivable and related Other Conveyed Property transferred
      to the Purchaser on the Closing Date or on any Funding Date, an amount equal
      to
      the Principal Balance of such Receivable as of the Closing Date or such Funding
      Date, as applicable, plus accrued interest due thereon.

    


    “Purchased
      Receivable”
means
      a
      Receivable purchased as of the close of business on the last day of an Accrual
      Period by the Servicer pursuant to Section
      4.7
      of the
      Sale and Servicing Agreement or repurchased or substituted by the Seller
      pursuant to Section
      3.2
      or
Section
      3.4
      of the
      Sale and Servicing Agreement.

    


    “Purchaser”
means
      Silverleaf Finance IV, LLC.

    


    
      
         

      

      
        19

        
          

        

      

      
         

      

       

    

    “Qualified
      Substitute Timeshare Loan”
means
      a
      Timeshare Loan (i) that, when aggregated with other Qualified Substitute
      Timeshare Loans being substituted on such Substitution Date, has a Principal
      Balance, after application of all payments of principal due and received during
      or prior to the month of substitution, not in excess of the Principal Balance
      of
      the Timeshare Loan being substituted on the related Substitution Date, (ii)
      that
      complies, as of the related Substitution Date, with each of the representations
      and warranties contained in the Sale and Servicing Agreement, including that
      such Qualified Substitute Timeshare Loan is an Eligible Timeshare Loan and
      (iii)
      that shall not cause the weighted average coupon rate of the Timeshare Loans
      to
      be less than 15.0% after such substitution.

    


    “Qualified
      Substitute Timeshare Receivable”
means
      a
      Receivable payable pursuant to a Qualified Substitute Timeshare
      Loan.

    


    “Rating
      Agency”
means
      Moody’s and any successors thereof. If no such organization or successor
      maintains a rating on the Note, “Rating
      Agency”
shall
      be a nationally recognized statistical rating organization or other comparable
      Person designated by the Noteholder, notice of which designation shall be given
      to the Trustee and the Servicer.

    


    “Rating
      Agency Condition”
means,
      with respect to any action, that the Rating Agency shall have been given 10
      days’ (or such shorter period as shall be acceptable to such Rating Agency)
      prior notice thereof and that the Rating Agency shall have notified the Seller,
      the Servicer, the Note Purchaser and the Trustee in writing that such action
      will not result in a reduction or withdrawal of the then current rating of
      the
      Note.

    


    “Realized
      Losses”
means,
      with respect to any Receivable that becomes a Liquidated Receivable, the excess
      of the Principal Balance of such Liquidated Receivable over Net Liquidation
      Proceeds allocable to principal thereof.

    


    “Receivable”
means
      the payments required to be made pursuant to a Timeshare Loan and all rights
      and
      obligations thereunder, except for Receivables that shall have become Purchased
      Receivables, and, for the avoidance of doubt, shall include all Related
      Receivables (other than Related Receivables that shall have become Purchased
      Receivables).

    


    “Record
      Date”
means,
      with respect to a Settlement Date, the close of business on the day immediately
      preceding such Settlement Date.

    


    “Related
      Receivables”
means,
      with respect to a Funding Date, the Receivables listed on Schedule A
      to the
      applicable Assignment executed and delivered by the Seller with respect to
      such
      Funding Date.

    


    “Required
      Credit Enhancement”
means
      the percentages indicated in the matrix below as the Required Credit Enhancement
      (“RCE”):

     

    
      	
              Weighted
                Average Seasoning

            	
              RCE

            
	
              3
                Months or Greater

            	
              20.0%

            
	
              Less
                than 3 Months

            	
              22.5%

            


    

    


    “Required
      Reserve Account Amount”
means
      the greater of (i) the Required Reserve Percentage multiplied by the Aggregate
      Principal Balance of the Eligible Receivables on such date of determination
      and
      (ii) $1,000,000.

    


    “Required
      Reserve Percentage”
means
      5.0%; provided,
      however,
      that
      upon the occurrence and continuance of a Step-Up Trigger Event, the Required
      Reserve Percentage shall be 7.5%.

    


    “Reservation
      System”
means
      the centralized reservation system for all Resorts.

    


    
      
         

      

      
        20

        
          

        

      

      
         

      

       

    

    “Reserve
      Account”
means
      the account designated as such, established and maintained pursuant to
Section
      5.5
      of the
      Sale and Servicing Agreement.

    


    “Resort”
means
      any of the following resorts: Holly Lake Resort, The Villages and Lake O’ The
      Wood Resorts, Piney Shores Resort, Timber Creek Resort, Fox River Resort, Apple
      Mountain Resort, Ozark Mountain Resort, Holiday Hills Resort, Oak N’ Spruce
      Resort, Silverleaf’s Seaside Resort, Hill Country Resort and Orlando Breeze
      Resort.

    


    “Responsible
      Officer”
means,
      (a) in the case of the Trustee, the chairman or vice-chairman of the board
      of
      directors, the chairman or vice-chairman of the executive committee of the
      board
      of directors, the president, vice-president, assistant vice-president or
      managing director, the secretary, and assistant secretary or any other officer
      of the Trustee customarily performing functions similar to those performed
      by
      any of the above designated officers and also means, with respect to a
      particular corporate trust matter, any other officer to whom such matter is
      referred because of such officer’s knowledge of and familiarity with the
      particular subject; (b) when used with respect to Silverleaf or the Servicer
      (if
      other than Silverleaf), the Chief Financial Officer, a Vice President, an
      Assistant Vice President, the Chief Accounting Officer or the Secretary of
      Silverleaf or the Servicer, as applicable; and (c) with respect to any other
      Person, the chairman of the board, chief financial officer, the president,
      a
      vice president, the treasurer, an assistant treasurer, the secretary, an
      assistant secretary, the controller, general partner, trustee or the manager
      of
      such Person.

    


    “Rule
      144A Information”
has
      the
      meaning set forth in Section
      3.26 of
      the
      Indenture.

    


    “Sale
      and Servicing Agreement”
means
      the Amended and Restated Sale and Servicing Agreement dated as of December
      22,
      2006, among the Purchaser, Silverleaf, as the Seller and the Servicer, and
      Wells
      Fargo Bank, National Association, as Backup Servicer, Trustee and Account
      Intermediary, as the same may be amended or supplemented from time to
      time.

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended. 

    


    “Scheduled
      Maturity Date”
means
      December 22, 2008, or such later date as the Note Purchaser, the Issuer and
      Silverleaf have agreed upon in writing prior to December 22, 2008, but no later
      than December 22, 2010.

    


    “Scheduled
      Receivable Payment”
means,
      with respect to any Accrual Period for any Receivable, the amount set forth
      in
      the related Timeshare Loan Documents as required to be paid by the Obligor
      in
      such Accrual Period. If after the Closing Date, the Obligor’s obligation under a
      Receivable with respect to a Accrual Period has been modified so as to differ
      from the amount specified in such Timeshare Loan Documents (i) as a result
      of
      the order of a court in an insolvency proceeding involving the Obligor, (ii)
      pursuant to the Servicemembers Civil Relief Act, or (iii) as a result of
      modifications or extensions of the Receivable permitted by Section 4.2 of the
      Sale and Servicing Agreement, the Scheduled Receivable Payment with respect
      to
      such Accrual Period shall refer to the Obligor’s payment obligation with respect
      to such Accrual Period as so modified.

    


    “Schedule
      of Receivables”
shall
      mean the list of Receivables and the related Timeshare Loans delivered pursuant
      to the Sale and Servicing Agreement, as amended from time to time to reflect
      repurchases, substitutions and Qualified Substitute Receivables and related
      Qualified Substitute Timeshare Loans conveyed pursuant to the terms of the
      Sale
      and Servicing Agreement, which list shall set forth the following information
      with respect to each Receivable and related Timeshare Loan as of the related
      Cutoff Date, as applicable, in numbered columns:

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    
      	
              1

            	
              Name
                of Obligor

            
	
              2

            	
              Unit
                Ref/Loan Number

            
	
              3

            	
              Interest
                Rate Per Annum

            
	
              4

            	
              Date
                of Origin

            
	
              5

            	
              Maturity

            
	
              6

            	
              Sales
                Price

            
	
              7

            	
              Monthly
                Payment

            
	
              8

            	
              Original
                Loan Balance

            
	
              9

            	
              Original
                Term

            
	
              10

            	
              Outstanding
                Loan Balance

            
	
              11

            	
              Down
                Payment

            
	
              12

            	
              First
                Payment Date

            
	
              13

            	
              Zip
                Code

            
	
              14

            	
              Unit/Week

            
	
              15

            	
              Resort
                Name

            


    

    


    “Secured
      Obligations”
means
      all amounts and obligations which the Issuer may at any time owe to, or on
      behalf of, the Trustee for the benefit of the Noteholder under the Indenture
      or
      the Note.

    


    “Secured
      Parties”
means
      each of the Trustee and the Note Purchaser, in respect of the Secured
      Obligations.

    


    “Seller”
means
      Silverleaf Resorts, Inc., and its successors in interest to the extent permitted
      hereunder.

    


    “Serviced
      Receivables Default Ratio”
means,
      as of any date of determination, a ratio, expressed as a percentage, equal
      to
      (i) the outstanding aggregate principal balance of all Silverleaf Serviced
      Receivables which became Defaulted Receivables during the immediately preceding
      Accrual Period, divided by (ii) the outstanding aggregate principal balance
      of
      all Silverleaf Serviced Receivables as of the last day of such immediately
      preceding Accrual Period.

    


    “Serviced
      Receivables Delinquency Ratio”
means,
      as of any date of determination, a ratio, expressed as a percentage, equal
      to
      (i) the outstanding aggregate principal balance of all Silverleaf Serviced
      Receivables which were Delinquent Receivables as of the last day of the
      immediately preceding Accrual Period, divided by (ii) the outstanding aggregate
      principal balance of all Silverleaf Serviced Receivables as of the last day
      of
      such immediately preceding Accrual Period.

    


    “Servicer”
means
      Silverleaf Resorts, Inc., as the servicer of the Receivables, and each successor
      Servicer pursuant to Section
      10.3
      of the
      Sale and Servicing Agreement.

    


    “Servicer
      Termination Event”
means
      an event specified in Section
      10.1
      of the
      Sale and Servicing Agreement.

    


    “Servicer’s
      Certificate”
means
      a
      certificate completed and executed by a Servicing Officer and delivered pursuant
      to Section
      4.9
      of the
      Sale and Servicing Agreement, substantially in the form of Exhibit A
      to the
      Sale and Servicing Agreement.

    


    “Servicing
      Fee”
has
      the
      meaning specified in Section
      4.8
      of the
      Sale and Servicing Agreement.

    


    “Servicing
      Fee Percentage”
means
      1.5% per annum.

    


    “Servicing
      Officer”
means
      any Person whose name appears on a list of Servicing Officers delivered to
      the
      Trustee and the Noteholder, as the same may be amended, modified or supplemented
      from time to time.

    


    
      
         

      

      
        22

        
          

        

      

      
         

      

       

    

    “Servicing
      Standard”
means,
      with respect to the Servicer a servicing standard which complies with applicable
      law, the terms of the respective Timeshare Loans and, to the extent consistent
      with the foregoing, in accordance with the customary and usual procedures
      employed by it with respect to comparable assets that the servicer services
      for
      itself or its Affiliates (and if Silverleaf is no longer the Servicer, in
      accordance with the customary standard of prudent servicers of loans secured
      by
      timeshare interests similar to the Timeshare Properties, employed by it when
      servicing loans for third parties), but without regard for (i) any relationship
      that it or any of its Affiliates may have with the related Obligor, and (ii)
      its
      right to receive compensation for its services hereunder or with respect to
      any
      particular transaction.

    


    “Settlement
      Date”
means,
      with respect to each Accrual Period, the 15th day of the following calendar
      month, or if such day is not a Business Day, the immediately following Business
      Day, commencing on April 17, 2006.

    


    “Silverleaf”
means
      Silverleaf Resorts, Inc., a Texas corporation.

    


    “Silverleaf
      Serviced Receivable”
means
      the payments required to be made pursuant to a Silverleaf Serviced Timeshare
      Loan and all rights and obligations thereunder. 

    


    “Silverleaf
      Serviced Timeshare Loan”
means
      any timeshare loan (including any Timeshare Loan conveyed pursuant to the Sale
      and Servicing Agreement) serviced by Silverleaf or an affiliate thereof for
      the
      benefit of the Noteholder, for Silverleaf’s own account, or for the accounts of
      any and all other third parties. 

    


    “State”
means
      any one of the 50 states of the United States of America or the District of
      Columbia.

    


    “Step
      Up Trigger Event”
shall
      mean the Weighted Average FICO Score is less than 650.

    


    “Structuring
      Fee”
shall
      have the meaning set forth in the Fee Letter. 

    


    “Subsidiary”
means,
      with respect to any Person, any corporation, partnership, association or other
      business entity of which a majority of the outstanding shares of capital stock
      or other equity interests having ordinary voting power for the election of
      directors or their equivalent is at the time owned by such Person directly
      or
      through one or more Subsidiaries.

    


    “Substitution
      Date”
has
      the
      meaning specified in Section 3.2(b) of the Sale and Servicing
      Agreement.

    


    “Substitution
      Shortfall Amount”
means
      with respect to any Substitution Date, an amount equal to the excess of the
      Aggregate Principal Balances of the substituted Receivables over the Aggregate
      Principal Balances of the Qualified Substitute Timeshare
      Receivables.

    


    “Tangible
      Net Worth”
means,
      with respect to any Person, the amount calculated in accordance with GAAP
      consistently applied (but without giving effect to any adjustments related
      to
      the valuation of any interest rate swaps, interest rate caps or similar
      derivative instruments required pursuant to the Statement of Financial
      Accounting Standards No. 133 issued by the Financial Accounting Standards Board)
      as the difference between (i) all assets of such Person as may be properly
      classified as such (excluding all assets properly classified as intangible
      assets), minus (ii) the aggregate amount of all liabilities of such
      Person.

    


    “Taxes”
has
      the
      meaning set forth in Section
      3.05
      of the
      Note Purchase Agreement.

    


    “Term”
has
      the
      meaning set forth in Section
      2.05
      of the
      Note Purchase Agreement.

    


    “Termination
      Date”
means
      the date on which the Trustee shall have received payment and performance of
      all
      Secured Obligations and disbursed such payments in accordance with the Basic
      Documents, and no further Advances may be requested under the Basic Documents.
      

    


    
      
         

      

      
        23

        
          

        

      

      
         

      

       

    

    “Three
      Month Rolling Average of Default Ratios”
means,
      as of any date of determination, a fraction (expressed as a percentage), the
      numerator of which is the quotient of (A) the sum of the Aggregate Principal
      Balance of all Receivables which became Defaulted Receivables during each of
      the
      three most recently ended Accrual Periods, divided by (B) 3, and the denominator
      of which is the quotient of (C) the sum of the Aggregate Principal Balance
      of
      all Receivables as of the last day of each of the three most recently ended
      Accrual Periods, divided by (D) 3.

    


    “Three
      Month Rolling Average of Delinquency Ratios”
means,
      as of any date of determination, a fraction (expressed as a percentage), the
      numerator of which is the quotient of (A) the sum of the Aggregate Principal
      Balance of all Receivables which were Delinquent Receivables as of the last
      day
      of each of the three most recently ended Accrual Periods, divided by (B) 3,
      and
      the denominator of which is the quotient of (C) the sum of the Aggregate
      Principal Balance of all Receivables as of the last day of each of the three
      most recently ended Accrual Periods, divided by (D) 3.

    


    “Three
      Month Rolling Average of Net Spread”
means,
      as of any date of determination, a fraction (expressed as a percentage), the
      numerator of which is the sum of the Net Spread as of the last day of each
      of
      the three most recently ended Accrual Periods, and the denominator of which
      is
      3.

    


    “Three
      Month Rolling Average of Serviced Receivables Default Ratios”
means,
      as of any date of determination, a fraction (expressed as a percentage), the
      numerator of which is the quotient of (A) the sum of the outstanding aggregate
      principal balance of all Silverleaf Serviced Receivables which became Defaulted
      Receivables during each of the three most recently ended Accrual Periods,
      divided by (B) 3, and the denominator of which is the quotient of (C) the
      outstanding aggregate principal balance of all Silverleaf Serviced Receivables
      as of the last day of each of the three most recently ended Accrual Periods,
      divided by (D) 3.

    


    “Three
      Month Rolling Average of Serviced Receivables Delinquency Ratios”
means,
      as of any date of determination, a fraction (expressed as a percentage), the
      numerator of which is the quotient of (A) the sum of the outstanding aggregate
      principal balance of all Silverleaf Serviced Receivables which were Delinquent
      Receivables as of the last day of each of the three most recently ended Accrual
      Periods, divided by (B) 3, and the denominator of which is the quotient of
      (C)
      the sum of the outstanding aggregate principal balance of all Silverleaf
      Serviced Receivables as of the last day of each of the three most recently
      ended
      Accrual Periods, divided by (D) 3.

    


    “Timeshare
      Loan”
means
      a
      Mortgage Loan, Oak N’ Spruce Loan, or a Qualified Substitute Timeshare Loan,
      conveyed pursuant to the Sale and Servicing Agreement and subject to the lien
      of
      the Indenture. As used in the Basic Documents, the term “Timeshare Loan” shall
      include the related Mortgage Note, Mortgage, the Finance Agreement and any
      and
      all Other Conveyed Property (in addition to the Timeshare Loan).

    


    “Timeshare
      Loan Documents”
means
      with respect to each Timeshare Loan and each Obligor, the related (i) Timeshare
      Loan Files, and (ii) Timeshare Loan Servicing Files.

    


    “Timeshare
      Loan File(s)”
means,
      with respect to a Timeshare Loan, the Timeshare Loan and all documents related
      to such Timeshare Loan, including:

    


    
      	
            	1.	
              a
                Contract for Sale (copy), which includes Truth in Lending
                Disclosure,

            


    

    


    
      	
            	2.	
              a
                Note (original),

            


    

    


    
      	
            	3.	
              an
                Allonge (copy) (or more than one Allonge that when taken together)
                shall
                show the transfer of title as set forth in the Custodial
                Agreement,

            


    

    


    
      	
            	4.	
              for
                a post-July 2004 Oak N’ Spruce Loan - Oak N’ Spruce Resort Certificate of
                Beneficial Interest (original),

            


    

    


    
      	
            	5.	
              one
                of the following: (a) for a Mortgage Loan - a Deed of Trust, Deed
                to
                Secure Debt or Mortgage with Property Description Addendum (original
                or
                file-stamped or certified copy), (b) for an Oak N’ Spruce Loan (pre-July
                2004) - a Mortgage and Assignment of Beneficial Interest with Property
                Description Addendum (original or file-stamped or certified copy)
                or (c)
                for an Oak N’ Spruce Loan (post-July 2004) - an Assignment of Beneficial
                Interest with Property Description Addendum (not recorded or
                acknowledged),

            


    

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    
      	
            	6.	
              any
                assumption agreement, refinancing agreement, or general warranty
                deed
                evidencing a transfer of title, if any, (copy),


            


    

    


    
      	
            	7.	
              an
                original mortgagee title insurance policy or master policy referencing
                such Timeshare Loan and covering Silverleaf Resorts, Inc., and its
                successors and assigns (which shall be delivered by the Escrow Agent
                to
                the Custodian within 90 days of the related Funding Date; provided,
                however, that with respect to any Non-Titled Loans, such title insurance
                policy is required to be delivered to the Custodian (a) within 60
                days of
                delivery to the Custodian of the related Title Commitment if such
                Non-Titled Loan relates to a Resort located in the State of Texas,
                and (b)
                within 90 days of delivery to the Custodian of the related Title
                Commitment if such Non-Titled Loan relates to a Resort located in
                any
                state other than the State of
                Texas),

            


    

    


    
      	
            	8.	
              an
                original of each guarantee, assumption, modification, substitution
                agreement, deferment letter, or other document, if any, which relates
                to
                the related Timeshare Loan (or copy thereof certified by an officer
                of the
                related originator to be a true and correct copy), and which shall
                cover
                both the Note and the Contract for Sale, and


            


    

    


    
      	 	
              9.

            	
              all
                related finance applications executed and delivered by the related
                Obligor
                with respect to the purchase of a Timeshare
                Property.

            


    

    


    “Timeshare
      Loan Rate”
means
      with respect to any Timeshare Loan, the specified interest rate
      thereon.

    


    “Timeshare
      Loan Servicing Files”
means
      with respect to each Timeshare Loan and each Obligor, the portion of the
      Timeshare Loan Files necessary for the Servicer to service such Timeshare Loan
      including but not limited to (i) the original truth-in-lending disclosure
      statement executed by such Obligor, as applicable, (ii) all writings pursuant
      to
      which such Timeshare Loan arises or which evidences such Timeshare Loan and
      not
      delivered to the Custodian, (iii) all papers and computerized records
      customarily maintained by the Servicer in servicing timeshare loans comparable
      to the Timeshare Loans in accordance with the Servicing Standard and (iv) each
      Timeshare Program Consumer Document and Timeshare Program Governing Document,
      if
      applicable, related to the applicable Timeshare Property.

    


    “Timeshare
      Program”
means
      the program under which (1) an Obligor has purchased a Timeshare Property and
      (2) an Obligor shares in the expenses associated with the operation and
      management of such program.

    


    “Timeshare
      Program Consumer Documents”
means,
      as applicable, the Finance Agreement, Mortgage Note, Mortgage, credit
      disclosures, rescission right notices, final subdivision public
      reports/prospectuses/public offering statements, the timeshare project
      exchange
      affiliation agreement and other documents, disclosures and advertising materials
      used or to be used by Silverleaf (or an affiliate thereof, if applicable) in
      connection with the sale of Timeshare Properties.

    


    “Timeshare
      Program Governing Documents”
means
      the articles of organization or articles of incorporation of each Association,
      the rules and regulations of each Association, the Timeshare Program management
      contract between each Association and a management company, and any subsidy
      agreement by which Silverleaf or an affiliate thereof is obligated to subsidize
      shortfalls in the budget of a Timeshare Program in lieu of paying assessments,
      as they may be from time to time in effect and all amendments, modifications
      and
      restatements of any of the foregoing.

    


    
      
         

      

      
        25

        
          

        

      

      
         

      

       

    

    “Timeshare
      Property”
means
      (i) with respect to a Mortgage Loan, a fractional fee simple timeshare interest
      in a Unit in a Resort entitling the
      related
      Obligor to the use and occupancy of a Unit at the Resort for a specified period
      of time each year or every other year in perpetuity and (ii) with respect to
      an
      Oak N’ Spruce Loan, a certificate of beneficial interest in the Oak N’ Spruce
      Resort Trust entitling the related Obligor to the use and occupancy of a
      specifically designed Unit at such Resort for a fixed period of time each year
      in perpetuity.

    


    “Title
      Commitment”
shall
      have the meaning set forth in the Escrow Agreement. 

    


    “Title
      Policy”
shall
      have the meaning set forth in the Escrow Agreement. 

    


    “Trust
      Estate”
means
      all money, instruments, rights and other property that are subject or intended
      to be subject to the lien and security interest of the Indenture for the benefit
      of the Noteholder (including all Collateral Granted to the Trustee), including
      all proceeds thereof.

    


    “Trust
      Receipt”
means
      a
      trust receipt in substantially the form of Exhibit G
      to the
      Custodial Agreement. 

    


    “Trustee”
means
      Wells Fargo Bank, National Association, a national banking association, not
      in
      its individual capacity but as trustee under the Indenture, or any successor
      trustee under the Indenture.

    


    “Trustee
      Fee”
shall
      mean for each Settlement Date, the product of one-twelfth and
      $6,000.

    


    “UBS”
means
      UBS Real Estate Securities Inc.

    


    “UCC”
means
      the Uniform Commercial Code as in effect in the relevant jurisdiction, as
      amended from time to time.

    


    “Unit(s)”:
      One
      individual air-space residential unit, cabin, villa, cottage or townhome within
      a Resort, as provided in the related Timeshare Program Governing
      Documents.

    


    “Upgrade
      Purchase Price”
shall
      mean with respect to any Receivable and related Other Conveyed Property in
      respect of an Upgraded Timeshare Loan to be purchased by the Seller pursuant
      to
      the Sale and Servicing Agreement, an amount equal to the Principal Balance
      of
      such Receivable as of the date of such purchase, plus accrued interest due
      thereon.

    


    “Upgraded
      Timeshare Loan”
shall
      mean a Timeshare Loan for which the related Obligor has elected to purchase
      a
      new upgraded timeshare property.

    


    “Weighted
      Average FICO Score”
means
      the weighted average FICO score of all the Obligors in respect of Eligible
      Receivables at the time such Obligors purchased the related Timeshare Property.
      For the purposes of determining the Weighted Average FICO Score, Obligors for
      whom no FICO score is available will be deemed to have a FICO score of 550.
      

    


    “Weighted
      Average Seasoning”
means,
      with respect to all Eligible Receivables, the weighted average number of months
      elapsed since origination of the Eligible Receivables.

     

    
      
         

      

      
        26